N-CSRS/A 1 iem.txt T. ROWE PRICE INST. EMERGING MARKETS EQUITY FUND Item 1. Report to Shareholders T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. Financial Highlights T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) For a share outstanding throughout each period 6 Months 10/31/02 Ended Through 4/30/04 10/31/03 NET ASSET VALUE Beginning of period $ 14.18 $ 10.00 Investment activities Net investment income (loss) 0.07 0.09 Net realized and unrealized gain (loss) 1.19 4.10 Total from investment activities 1.26 4.19 Distributions Net investment income (0.09) (0.01) Net realized gain (0.21) - Total distributions (0.30) (0.01) NET ASSET VALUE End of period $ 15.14 $ 14.18 ------------------------------------ Ratios/Supplemental Data Total return^ 9.00% 41.94% Ratio of total expenses to average net assets 1.10%! 1.10% Ratio of net investment income (loss) to average net assets 1.21%! 1.34% Portfolio turnover rate 68.1%! 70.4% Net assets, end of period (in thousands) $ 25,945 $ 15,650 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. ! Annualized The accompanying notes are an integral part of these financial statements. Portfolio of Investments ss. ++ T. Rowe Price Institutional Emerging Markets Equity Fund Certified Semiannual Report April 30, 2004 (Unaudited) Shares Value -------------------------------------------------------------------------------- (Cost and value in $ 000s) ARGENTINA 0.6% Common Stocks 0.6% Quilmes Industrial ADR (USD) * 2,900 53 Tenaris ADR (USD) 3,100 93 Total Argentina (Cost $131) 146 BRAZIL 9.2% Common Stocks 7.7% Cia De Concessoes 5,100 44 Cia Energetica Minas Gerais (Cemig) 9,916,000 152 Companhia de Bebidas ADR (USD) 6,900 130 Companhia Siderurgica Nacional 2,703,800 128 Companhia Vale do Rio Doce ADR (USD), (1 ADR represents 250 preferred shares) 4,700 184 Companhia Vale do Rio Doce ADR (USD) 2,300 104 Embraer Aircraft ADR (USD) 2,100 54 Gerdau 2,800 30 Petroleo Brasileiro (Petrobras) ADR (USD) 23,500 586 Tele Centro Oeste Celular ADR (USD) 500 4 Tele Norte Leste Participacoes * 11,189,200 122 Tele Norte Leste Participacoes ADR (USD) 11,500 136 Telemig Celular Participacoes ADR (USD) 1,300 40 Telesp Celular Participacoes ADR (USD) * 24,300 173 Votorantim Celulose ADR (USD) 3,800 119 2,006 Preferred Stocks 1.5% Banco Bradesco 1,250 50 Banco Itau Holding Financeira 1,866,700 148 Caemi Mineracao e Metalurgica * 98,400 36 Cia Suzano de Papel e Celulose 34,100 151 385 Total Brazil (Cost $2,243) 2,391 CHINA 3.9% Common Stocks 3.9% China Insurance (HKD) 200,000 96 China Mobile (Hong Kong) (HKD) 95,000 248 China Resources Enterprise (HKD) 94,000 108 Cnooc (HKD) 407,500 145 Panva Gas Holdings (HKD) * 274,000 122 Shanghai Forte Land Company (H shares) (HKD) * 446,000 98 Shanghai Industrial Holdings (HKD) 38,000 71 tom.com (HKD) * 542,000 119 Total China (Cost $1,115) 1,007 CZECH REPUBLIC 0.5% Common Stocks 0.5% Komercni Banka 1,263 139 Total Czech Republic (Cost $121) 139 EGYPT 0.5% Common Stocks 0.5% Orascom Construction Industries 7,700 119 Total Egypt (Cost $118) 119 HUNGARY 0.4% Common Stocks 0.4% Gedeon Richter 1,120 114 Total Hungary (Cost $78) 114 INDIA 4.9% Common Stocks 4.9% Arvind Mills * 99,336 111 Ballarpur Industries GDR (USD) 720 5 Ballarpur Industries GDR, 144A (USD) 5,610 42 HDFC Bank * 14,000 120 HDFC Bank ADR (USD) * 900 26 Hindalco Industries 3,320 82 I-Flex Solutions 5,500 65 ITC 6,470 157 Mahindra & Mahindra 11,500 121 Oil & Natural Gas * 4,300 81 Oil & Natural Gas (Regulation S shares) * 4,000 76 Tata Tea 15,200 130 Zee Telefilms 90,100 256 Total India (Cost $1,052) 1,272 INDONESIA 1.0% Common Stocks 1.0% INDOSAT 326,500 147 Telekom Indonesia 122,500 112 Total Indonesia (Cost $210) 259 ISRAEL 5.9% Common Stocks 5.9% Bank Hapoalim 83,900 215 Check Point Software Technologies (USD) * 9,195 215 Koor Industries * 2,000 78 Lipman Electronic Engineering (USD) * 2,400 107 Makhteshim-Agan Industries * 42,700 172 NICE Systems ADR (USD) * 4,800 111 Orbotech (USD) * 6,600 139 Partner Communications ADR (USD) * 28,240 214 Teva Pharmaceutical ADR (USD) 4,540 280 Total Israel (Cost $1,373) 1,531 KAZAKHSTAN 0.9% Common Stocks 0.9% PetroKazakhstan (USD) 9,100 244 Total Kazakhstan (Cost $267) 244 MALAYSIA 6.6% Common Stocks 6.6% Astro All Asia * 67,200 92 Astro All Asia (Regulation S shares) * 20,000 27 Berjaya Sports Toto 131,900 152 CIMB Berhad 92,700 135 Hong Leong Bank 89,500 120 IJM 91,000 112 Magnum 196,000 149 Malayan Banking Berhad 107,000 295 Malaysian Industrial Development Finance Berhad 255,300 80 MK Land Holdings 168,400 124 Multi Purpose Holdings Berhad Warrants, 2/26/09 * 15,900 3 Multi-Purpose Holdings Berhad* 162,700 54 Public Bank Berhad 119,700 107 Sime Darby 70,200 100 Symphony House * 118,500 51 Symphony House, Class A !!* 14,600 6 Symphony House * Warrants, 3/11/08 21,500 0 Telekom Malaysia * 33,000 82 Telekom Malaysia (Regulation S shares) 9,000 22 Total Malaysia (Cost $1,669) 1,711 MEXICO 7.2% Common Stocks 7.2% America Movil ADR (USD) 18,800 635 Cemex 23,861 140 Consorcio ARA * 28,600 78 Grupo Aeroportuario del Sureste ADR (USD) 3,400 66 Grupo Financiero Banorte 19,600 70 Grupo Modelo, Series C 46,000 115 Grupo Televisa ADR (USD) 5,524 241 Telmex ADR (USD) 6,739 230 Wal-Mart de Mexico 100,234 292 Total Mexico (Cost $1,628) 1,867 POLAND 0.3% Common Stocks 0.3% Telekomunikacja Polska 16,500 67 Total Poland (Cost $53) 67 RUSSIA 5.5% Common Stocks 5.5% AO VimpelCom ADR (USD) * 3,600 323 Gazprom ADR (USD) 3,400 104 Lukoil (USD) 4,570 125 Lukoil ADR (USD) 1,430 154 MMC Norilsk Nickel (USD) 4,000 239 Mobile Telesystems ADR (USD) 2,200 238 YUKOS ADR (USD) 5,630 252 Total Russia (Cost $1,135) 1,435 SOUTH AFRICA 8.6% Common Stocks 8.6% ABSA Group 23,600 153 African Bank Investments 131,700 201 Anglo American 21,500 431 Impala Platinum Holdings 5,290 361 Investec 5,500 97 Naspers (N shares) 45,000 305 Pick 'N Pay Stores 34,200 88 SABMiller 7,500 81 Sanlam 189,310 239 Sappi 5,900 80 Standard Bank Group 30,200 175 Telkom South Africa 1,800 20 Total South Africa (Cost $2,110) 2,231 SOUTH KOREA 20.3% Common Stocks 18.6% Amorepacific 750 120 Cheil Industries 7,040 101 Daewoo Shipbuilding GDR, 144A (USD) 1,400 30 Hanwha Chemical 21,530 144 Hyundai Motor 11,220 211 Kookmin Bank * 11,640 431 Kookmin Bank ADR (USD) * 1,100 41 Korean Air Lines 7,400 100 Kumgang Korea Chemical 1,940 198 LG Chemical 3,200 128 LG Electronics * 2,940 177 LG Home Shopping 1,490 62 LG International 12,680 97 Lotte Chilsung Beverage 320 189 NCsoft 1,430 102 Plenus 7,670 103 POSCO 280 34 Pusan Bank 19,970 115 Samsung Electronics 3,330 1,568 Shinhan Financial 11,500 199 Shinsegae 610 137 SK Corporation * 4,150 173 South Korea Telecom 2,180 370 4,830 Preferred Stocks 1.7% Samsung Electronics 1,590 435 435 Total South Korea (Cost $4,505) 5,265 SWITZERLAND 0.7% Common Stocks 0.7% Compagnie Financiere Richemont 100 3 Compagnie Financiere Richemont ADR (ZAR) 72,200 185 Total Switzerland (Cost $161) 188 TAIWAN 11.9% Common Stocks 11.9% Acer 122,685 172 Advantech 60,639 127 Basso Industry 60,000 119 Catcher Technology 27,000 112 Cathay Financial Holding * 96,000 169 Cheng Shin Rubber Industry 78,000 90 China Steel 9,000 8 China Trust Finance Holdings 172,380 184 EVA Airways 187,820 76 Evergreen Marine 155,440 119 Far Eastern Textile * 150,000 89 First Financial Holdings * 138,000 100 Formosa Plastic 106,680 152 Hon Hai Precision Industry 40,000 157 Nan Ya Plastic 127,760 171 Phoenixtec Power 35,180 37 Polaris Securities 150,280 83 Quanta Computer 27,000 57 Taishin Financial Holdings 209,000 182 Taiwan Cellular 98,000 90 Taiwan Semiconductor Manufacturing 224,640 386 United Microelectronics 281,248 250 Vanguard International Semiconductor * 96,000 43 Via Technologies 96,000 109 Total Taiwan (Cost $2,959) 3,082 THAILAND 1.9% Common Stocks 1.9% Bangkok Bank NVDR * 52,300 123 C.P. 7-Eleven 54,300 77 Kasikornbank Public NVDR * 62,400 76 Shin 141,300 124 Siam Commercial Bank 77,300 89 Total Thailand (Cost $368) 489 TURKEY 4.1% Common Stocks 4.1% Akbank 21,017,999 98 Anadolu Efes Biracilik ve Malt Sanayii 6,727,750 94 Dogan Yayin Holding * 32,947,540 110 Hurriyet Gazete * 47,954,324 136 Turkcell Iletisim Hizmetleri * 44,521,600 483 Turkcell Iletisim Hizmetleri ADR (USD) * 600 17 Turkiye Garanti Bankasi *37,937,784 116 Total Turkey (Cost $690) 1,054 SHORT-TERM INVESTMENTS 4.0% Money Market Funds 4.0% T. Rowe Price Reserve Investment Fund, 1.09% # 1,039,173 1,039 Total Short-Term Investments (Cost $1,039) 1,039 Total Investments in Securities 98.9% of Net Assets (Cost $23,025) $ 25,650 ss. Denominated in currency of the country of incorporation unless otherwise noted ++ At April 30, 2004, a substantial number of the fund's international securities were valued by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. See Note 1. # Seven-day yield * Non-income producing 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers--total value of such securities at period-end amounts to $72 and represents 0.3% of net assets !! Security contains restrictions as to public resale pursuant to the Securities Act of 1933 and related rules--total value of such securities at period-end amounts to $6 and represents 0.02% of net assets ADR American Depository Receipts GDR Global Depository Receipts HKD Hong Kong dollar NVDR Non Voting Depository Receipt USD United States dollar ZAR South African rand The accompanying notes are an integral part of these financial statements. Statement of Assets and Liabilities T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report April 30, 2004 (Unaudited) (Amounts in $ 000s except shares and per share amounts) Assets Investments in securities, at value (cost $23,025) $ 25,650 Other assets 798 Total assets 26,448 Liabilities Total liabilities 503 NET ASSETS $ 25,945 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ 107 Undistributed net realized gain (loss) 957 Net unrealized gain (loss) 2,624 Paid-in-capital applicable to 1,713,487 shares of $0.01 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 22,257 NET ASSETS $ 25,945 -------------------- NET ASSET VALUE PER SHARE $ 15.14 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Operations T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) ($ 000s) 6 Months Ended 4/30/04 Investment Income (Loss) Dividend income (net of foreign taxes of $33) $ 257 Investment management and administrative expense 123 Net investment income (loss) 134 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities (net of foreign taxes of $137) 964 Foreign currency transactions (2) Net realized gain (loss) 962 Change in net unrealized gain (loss) Securities (net of decrease in deferred foreign taxes of $5) 91 Other assets and liabilities denominated in foreign currencies (1) Change in net unrealized gain (loss) 90 Net realized and unrealized gain (loss) 1,052 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 1,186 The accompanying notes are an integral part of these financial statements. Statement of Changes in Net Assets T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) ($ 000s) 6 Months 10/31/02 Ended Through 4/30/04 10/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 134 $ 95 Net realized gain (loss) 962 256 Change in net unrealized gain (loss) 90 2,534 Increase (decrease) in net assets from operations 1,186 2,885 Distributions to shareholders Net investment income (115) (2) Net realized gain (268) - Decrease in net assets from distributions (383) (2) Capital share transactions * Shares sold 10,426 12,921 Distributions reinvested 280 2 Shares redeemed (1,214) (156) Increase (decrease) in net assets from capital share transactions 9,492 12,767 Net Assets Increase (decrease) during period 10,295 15,650 Beginning of period 15,650 - End of period $ 25,945 $ 15,650 ------------------------------------ (Including undistributed net investment income of $107 at 4/30/04 and $88 at 10/31/03) *Share information Shares sold 670 1,116 Distributions reinvested 19 - Shares redeemed (79) (13) Increase (decrease) in shares outstanding 610 1,103 The accompanying notes are an integral part of these financial statements. Notes to Financial Statements T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report April 30, 2004 (Unaudited) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Institutional International Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional Emerging Markets Equity Fund (the fund), a diversified, open-end management investment company, is one portfolio established by the corporation and commenced operations on October 31, 2002. The fund seeks long-term growth of capital through investments primarily in the common stocks of companies located (or with primary operations) in emerging markets. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made, except for OTC Bulletin Board securities, which are valued at the mean of the latest bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and asked prices for domestic securities and the last quoted sale price for international securities. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. Most foreign markets close before the close of trading on the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, which in turn will affect the fund's share price, the fund will adjust the previous closing prices to reflect the fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. In deciding whether to make fair value adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U. S. markets that represent foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day's opening prices in the same markets, and adjusted prices. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the pre-vailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared and paid an annual basis. Capital gain distributions, if any, are declared and paid by the fund, typically on an annual basis. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Emerging Markets At April 30, 2004, approximately 94% of the fund's net assets were invested in securities of companies located in emerging markets or denominated in or linked to currencies of emerging market countries. Future economic or political developments could adversely affect the liquidity or value, or both, of such securities. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $16,392,000 and $7,056,000, respectively, for the six months ended April 30, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of April 30, 2004. At April 30, 2004, the cost of investments for federal income tax purposes was $23,025,000. Net unrealized gain aggregated $2,624,000 at period-end, of which $3,218,000 related to appreciated investments and $594,000 related to depreciated investments. NOTE 4 - FOREIGN TAXES The fund is subject to foreign income taxes imposed by certain countries in which it invests. Foreign income taxes are accrued by the fund as a reduction of income. Gains realized upon disposition of Indian securities held by the fund are subject to capital gains tax in India, payable prior to repatriation of sale proceeds. The tax is computed on net realized gains, and realized losses in excess of gains may be carried forward eight years to offset future gains. In addition, the fund accrues a deferred tax liability for net unrealized gains on Indian securities. At April 30, 2004, the fund had no deferred tax liability, and $192,000 of capital loss carryforwards that expire in fiscal 2012. NOTE 5 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price International, Inc. (the manager), a wholly owned subsidiary of T. Rowe Price Associates, Inc. (Price Associates), which is wholly owned by T. Rowe Price Group, Inc. The investment management and administrative agreement between the fund and the manager provides for an all-inclusive annual fee equal to 1.10% of the fund's average daily net assets. The fee is computed daily and paid monthly. The agreement provides that investment management, shareholder servicing, transfer agency, accounting, and custody services are provided to the fund, and interest, taxes, brokerage commissions, directors' fees and expenses, and extraordinary expenses are paid directly by the fund. At April 30, 2004, $18,000 was payable under this agreement. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates. The Reserve Funds are offered as cash management options to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available for direct purchase by members of the public. The Reserve Funds pay no investment management fees. During the six months ended April 30, 2004, dividend income from the Reserve Funds totaled $5,000. T. Rowe Price Institutional Emerging Markets Equity Fund -------------------------------------------------------------------------------- Certified Semiannual Report Information on Proxy Voting -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Institutional Emerging Markets Equity Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. -------------------------------------------------------------------------------- Item 2. Code of Ethics. A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant's annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant's most recent fiscal half-year. Item 3. Audit Committee Financial Expert. Disclosure required in registrant's annual Form N-CSR. Item 4. Principal Accountant Fees and Services. Disclosure required in registrant's annual Form N-CSR. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant's annual Form N-CSR. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Institutional International Funds, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date June 15, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date June 15, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date June 15, 2004