Item 1: Report to Shareholders

 Institutional Emerging Markets Equity
 Fund April 30, 2006

The views and opinions in this report were current as of April 30, 2006. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and the managers reserve the right to change their views about individual stocks, sectors, and the markets at any time. As a result, the views expressed should not be relied upon as a forecast of the fund’s future investment intent. The report is certified under the Sarbanes-Oxley Act of 2002, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.

FELLOW SHAREHOLDERS

Emerging markets stocks and your fund posted exceptional gains over the past six months that were nearly double the returns of global developed markets. Despite the drumbeat of steadily rising short-term U.S. interest rates and fears of increasing inflation, investors continued to invest heavily in emerging markets throughout the period, attracted by faster growth, the improving global economic environment, and solid company fundamentals. Strong demand for natural resources and high oil and commodity prices helped drive performance.

PERFORMANCE REVIEW

We are pleased to report strong gains for the Institutional Emerging Markets Equity Fund for the 6- and 12-month periods ended April 30, 2006. As shown in the table, the portfolio trailed the Lipper Emerging Markets Funds Average in the first half of our fiscal year but outperformed for the 12-month period. Our results trailed the MSCI Emerging Markets Index for both periods. While these results are gratifying, it’s important to remember that returns of this magnitude are unusual and cannot be sustained. Even though we remain upbeat about the prospects for emerging markets, we’d like to remind shareholders that investments in emerging markets are appropriate for only a portion of their investment portfolio.

MARKET AND PORTFOLIO REVIEW

Within the MSCI Emerging Markets Index, energy stocks were solid performers as record high oil prices fueled robust investor demand. Oil companies, using their profits for expansion and exploration, helped energy equipment and services shares post strong returns. Materials stocks also provided powerful gains for the six-month period, particularly stocks in the metals and mining industry. Commodity prices, especially gold and copper, continued to surprise on the upside. The financials sector also rose due to the favorable economic environment and increasing demand for consumer loans. Industrials and business services, led by construction and infrastructure companies, again generated good results, which has been an ongoing theme for emerging markets for several years. Every sector in the MSCI Emerging Markets Index posted double-digit gains for the past six months, although health care and telecommunication services were the weakest, mainly due to stock-specific factors.

Far East

Since our last report six months ago, Asian markets rallied strongly but modestly underperformed the overall MSCI Emerging Markets Index. India was the strongest major market. Despite concerns that company valuations are starting to look full, investors continued to be attracted by the country’s fast economic growth and the powerful multiyear results of Indian stocks. Chinese equities were also strong following an extended period of underperformance. The economic growth rate in China has remained high, and it seems that investors are increasingly able to find higher-quality companies in which to invest. South Korea—the biggest market in the index—performed in line with the benchmark. Domestic consumption is improving, but economic growth continues to be somewhat disappointing. Taiwan, the second-biggest market, modestly underperformed the overall Asia region, as growth and global economic conditions were unfavorable for its manufacturing/export-led economy. Some of the smaller markets in Asia also underperformed. Suffering from political uncertainty, Thailand and the Philippines lagged the benchmark.

The portfolio’s regional diversification was little changed from six months ago. We maintained about a 41% allocation in the Far East, but had a significant underweight in North Asia, especially in Taiwan. The underweight in Taiwan has been our largest country bet for the past year. Although the stock market performed relatively well over the last six months, the economy is growing slower than in other countries in the region. Companies in Taiwan are predominantly exporters, and we think the global economic environment does not favor these types of companies. North Asia is still the part of the Far East region where we are finding the fewest attractive investment opportunities, and investing directly in China remains difficult—although restrictions are being removed and this should benefit the market.

Financials were the portfolio’s best-performing sector for the past six months due to stock selection and a significant overweight in the commercial banking industry. Kookmin Bank and Woori Finance Holdings in South Korea were among the fund’s best contributors. Overall, however, stock selection in South Korea detracted from relative results. Holdings including Internet retailer CJ Home Shopping, S-Oil (weak refining margins in Asia), and global online game publisher NCsoft (delayed product launches and sluggish sales) detracted over the period. (Please refer to the fund’s portfolio of investments for a detailed list of holdings and the amount each represents of the portfolio.)

Stock selection in India also hurt our six-month comparison with the benchmark index. Although many of the stocks we held performed well in the strong market, including Gujarat Ambuja Cement and Bharti Televentures, we did not own several good performers included in the index that climbed steadily. Among our most significant purchases during the period was a large position in Sun TV (an IPO in April). Sun airs excellent content and is India’s most profitable media franchise. Although the shares declined since our purchase, we believe the company’s expansion into pay TV should help to generate higher earnings for several years.

Two of our largest purchases over the past six months were in Taiwan where we are significantly underweight. We saw favorable trends developing for Taiwan Semiconductor and Hon Hai Precision. Taiwan Semiconductor is among the largest stocks in the benchmark, but we avoided it until recently because we were concerned about competition from low-cost Chinese foundries. However, the Chinese competition has failed to make an impact on Taiwan Semiconductor’s business, and we’ve added a sizable position. Hon Hai is among the world’s largest contract manufacturers of computer, consumer electronics, and communications products. Hon Hai posted excellent earnings in a harsh operating environment through good management, execution of strategy, and strong vertical alliances with key clients.

Several of our most significant sales were in South Korea and India. We sold Lotte Chilsung Beverage, which has underperformed due to competition in the soft drinks market. We added a new position, Lotte Shopping, a leading South Korean retailer posting strong revenue gains. In India, we sold Infosys Technologies and NTPC and trimmed Videsh Sanchar for a nice profit after it began to display extended valuations. At the end of the reporting period, we were modestly underweight the benchmark in India, which has enjoyed a phenomenal multiyear run. In the financials area, we sold Malaysian investment banker CIMB Berhad in favor of Bumiputra Commerce, which installed a new management team at the end of 2005.

Europe, Middle East, and Africa

The Europe, Middle East, and Africa (EMEA) region outperformed Asia over the past six months. The Russian market was a top performer, driven by high oil prices and strong cash flow into the country from foreign investors. South Africa also performed well due to a strong local economy and high metals prices that benefited mining stocks, which dominated the index. The Turkish market was another big gainer as the announcement of the European Union accession process in October increased investors’ confidence in the market. Israel, one of the larger and more developed markets in the region, had a poor six months as prime minister Ariel Sharon lapsed into a coma, sending the country into political turmoil. Egypt also underperformed. Its stock market has been hurt by the volatility in Persian Gulf markets.

Russian stocks surged over the past six months in large part due to high oil and metals prices. Lukoil, Russia’s largest oil producer, benefited from having extensive reserves to develop. Novatek OAO, an independent gas company with excellent growth prospects, also moved sharply higher. Overall, the portfolio’s underweight in the materials sector detracted from relative results as high commodity prices, particularly in metals and mining, powered the sector higher.

In the top-performing financials sector, Sberbank, a well-positioned Russian commercial bank with an extensive branch network, high loan growth, and strong earnings, moved sharply higher. In Turkey, Denizbank and Finansbank (a pair of mid-cap banks) and established larger-capitalization banks Turkiye Is Bankasi and Turkiye Garanti Bankasi benefited from the improving economy, nascent retail and mortgage loan growth, and acquisition interest from developed European banks.

Over the past six months, we added to our position in Orascom Telecom, the Egypt-based telecom with operations in North Africa and Asia. We had previously trimmed the position due to concerns about its acquisition of an Italian telecom company. Overall, however, Egyptian holdings were a relative performance detractor for the period, and we lowered our overweight a bit by selling some of our position in Orascom Construction, which continues to benefit from high cement prices and the construction boom in the region, and Commercial International Bank, realizing gains after sharp increases earlier this year.

Latin America

Latin America’s market performance slightly trailed the overall MSCI Emerging Markets Index. Argentina’s market was higher, primarily due to the strong performance of energy equipment and services stock Tenaris. Brazil soared thanks largely to Petroleo Brasileiro (Petrobras), the portfolio’s largest holding and best contributor for the past six months. Other markets, including Mexico and Chile, underperformed.

Brazil, which represents more than half of our Latin American exposure, continued to benefit from high oil and other commodity prices. With interest rates coming down from previously high levels, the economy is looking stronger after a recent period of disappointing growth. Scandals surrounding President Lula da Silva seem to have left the market unscathed, but it is unclear how the market will react closer to the presidential election in October. Chile is probably the most developed market in the region, but we have no holdings there because interest rates in the country are rising and the market has significantly underperformed the rest of the region. In Mexico, which represents the lion’s share of our remaining South/Central American exposure, economic growth has disappointed despite good company performance. Political uncertainty ahead of the summer elections has also dampened investor enthusiasm.

The other top-performing stocks include Mexico’s America Movil, the fund’s third-largest holding and second-best contributor for the past six months. The telecommunications giant is benefiting from strong subscriber growth that generated excellent earnings. High-quality financial holdings Banco Itau Holding and Grupo Financiero Banorte posted good results and significant share appreciation as a result of stronger economic environments and rising loan demand. Another solid performer was Tele Norte Leste, a Brazilian diversified telecommunication services concern that we believe can expand its earnings and profit margins.

OUTLOOK

We expect emerging markets will continue to experience higher economic growth and market returns than developed markets during 2006, although at a less robust pace than in recent years. For the next several quarters, concerns about inflation and rising interest rates in the U.S., Europe, and Japan are likely to be the asset class’ principal headwind.

We believe emerging market economic fundamentals are in better shape than ever before. Fundamental improvements in company management and governance, along with cyclical factors, such as high commodity prices, have supported the strong corporate performance in many emerging markets during recent years. We expect sales and earnings growth to remain strong and for companies to use improving cash flows to further strengthen their balance sheets by paying down debt and to increase their dividends to investors.

Threats to our positive outlook for 2006 include a tightening of global liquidity, sharply falling commodity prices, a slowdown in China, and heightened political risk, especially in Latin America. However, we intend to maintain our bias toward firms that benefit from improving domestic demand, and we will continue to steer away from the more cyclical, dollar-sensitive, and export-driven sectors, including materials. We expect that given the sound emerging market economic environment and the ongoing improvement in corporate fundamentals, the portfolio can produce positive results even in the face of these threats.

From a regional perspective, our portfolio has its largest overweight position in the Europe, Middle East, and Africa region, especially Turkey and Egypt. Turkey should continue to benefit from the reforms required by the European Union, while Egyptian policymakers appear to be moving in the right direction.

We see numerous investment opportunities in banks, telecoms, and construction companies. Despite the recent price increases, we think the valuations in these areas are still reasonable. Latin America (primarily Brazil and Mexico) is our other significant overweight, and we’re finding companies offering good growth and strong earnings, especially in the current high commodity price environment. The outlook is also good, interest rates are coming down from high levels, and currencies are strong. However, elections in Mexico and Brazil later this year could cause some turbulence in these markets. We are likely to maintain an underweight in Asia because economic factors favor the EMEA and Latin American regions.

Respectfully submitted,

David J.L. Warren
President, T. Rowe Price International Funds, Inc.

May 18, 2006

Risks of International Investing 

Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Funds investing in a single country or in a limited geographic region tend to be riskier than more diversified funds. Risks can result from varying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.

Glossary 

Lipper averages: The averages of available mutual fund performance returns for specified time periods in defined categories as tracked by Lipper Inc.

MSCI Emerging Markets Index: A capitalization-weighted index of stocks from 26 emerging market countries that only includes securities that may be traded by foreign investors.

Growth of $10,000 

This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes.

This table shows how the fund would have performed each year if its actual (or cumulative) returns for the periods shown had been earned at a constant rate.

Fund Expense Example

As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs, such as redemption fees or sales loads, and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period.

Actual Expenses
The first line of the following table (“Actual”) provides information about actual account values and actual expenses. You may use the information in this line, together with your account balance, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes
The information on the second line of the table (“Hypothetical”) is based on hypothetical account values and expenses derived from the fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund’s actual return). You may compare the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.

Financial Highlights
T. Rowe Price Institutional Emerging Markets Equity Fund
(Unaudited)

The accompanying notes are an integral part of these financial statements.

Portfolio of Investments ^†
T. Rowe Price Institutional Emerging Markets Equity Fund
April 30, 2006 (Unaudited)

The accompanying notes are an integral part of these financial statements.

Statement of Assets and Liabilities
T. Rowe Price Institutional Emerging Markets Equity Fund
April 30, 2006 (Unaudited)
(In thousands except shares and per share amounts)

The accompanying notes are an integral part of these financial statements.

Statement of Operations
T. Rowe Price Institutional Emerging Markets Equity Fund
(Unaudited) ($ 000s)

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
(Unaudited) ($ 000s)

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements
T. Rowe Price Institutional Emerging Markets Equity Fund
April 30, 2006 (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. The fund 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. Fund management believes that estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the fund ultimately realizes upon sale of the securities.

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, including restricted securities, 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 when and how often it will use closing prices and when it will adjust those prices to reflect fair value. 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 prevailing 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.

Rebates Subject to best execution, the fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the fund in cash. Commission rebates are reflected as realized gain on securities in the accompanying financial statements and totaled $15,000 for the six months ended April 30, 2006.

Redemption Fees A 2% fee is assessed on redemptions of fund shares held less than 90 days/3 months to deter short-term trading and protect the interests of long-term shareholders. Redemption fees are withheld from proceeds that shareholders receive from the sale or exchange of fund shares. The fees are paid to the fund, and are recorded as an increase to paid-in capital. The fees may cause the redemption price per share to differ from the net asset value per share.

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 on an annual basis. Capital gain distributions, if any, are declared and paid by the fund, typically on an annual basis.

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, 2006, approximately 96% of the fund’s net assets were invested in securities of companies located in emerging markets or denominated in or linked to the currencies of emerging market countries. Future economic or political developments could adversely affect the liquidity or value, or both, of such securities.

Restricted Securities The fund may invest in securities that are subject to legal or contractual restrictions on resale. Although certain of these securities may be readily sold, for example, under Rule 144A, others may be illiquid, their sale may involve substantial delays and additional costs, and prompt sale at an acceptable price may be difficult.

Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $61,957,000 and $33,333,000, respectively, for the six months ended April 30, 2006.

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, 2006.

At April 30, 2006, the cost of investments for federal income tax purposes was $127,090,000. Net unrealized gain aggregated $63,350,000 at period-end, of which $64,191,000 related to appreciated investments and $841,000 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 certain 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 when applicable. At April 30, 2006, the fund had a capital gain tax refund receivable of $5,000 and no deferred tax liability.

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.

The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the T. Rowe Price Reserve Funds), open-end management investment companies managed by Price Associates and affiliates of the fund. The T. Rowe Price 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 T. Rowe Price Reserve Funds pay no investment management fees. During the six months ended April 30, 2006, dividend income from the T. Rowe Price Reserve Funds totaled $95,000, and the value of shares of the T. Rowe Price Reserve Funds held at April 30, 2006, and October 31, 2005, was $2,705,000 and $2,806,000, respectively.

As of April 30, 2006, T. Rowe Price Group, Inc., and/or its wholly owned subsidiaries owned 217,330 shares of the fund, representing 3% of the fund’s net assets.

Information on Proxy Voting Policies, Procedures, and Records 

A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund’s Statement of Additional Information, which you may request by calling 1-800-225-5132 or by accessing the SEC’s Web site, www.sec.gov. The description of our proxy voting policies and procedures is also available on our Web site, www.troweprice.com. To access it, click on the words “Company Info” at the top of our homepage for individual investors. Then, in the window that appears, click on the “Proxy Voting Policy” navigation button in the top left corner.

Each fund’s most recent annual proxy voting record is available on our Web site and through the SEC’s Web site. To access it through our Web site, follow the directions above, then click on the words “Proxy Voting Record” at the bottom of the Proxy Voting Policy page.

How to Obtain Quarterly Portfolio Holdings 

The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available electronically on the SEC’s Web site (www.sec.gov); hard copies may be reviewed and copied at the SEC’s Public Reference Room, 450 Fifth St. N.W., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330.

Approval of Investment Management Agreement 

Approval of Investment Management Agreement
On March 8, 2006, the fund’s Board of Directors unanimously approved the investment advisory contract (Contract) between the fund and its investment manager, T. Rowe Price International, Inc. (Manager). The Board considered a variety of factors in connection with its review of the Contract, also taking into account information provided by the Manager during the course of the year, as discussed below:

Services Provided by the Manager
The Board considered the nature, quality, and extent of the services provided to the fund by the Manager. These services included, but were not limited to, management of the fund’s portfolio and a variety of activities related to portfolio management. The Board also reviewed the background and experience of the Manager’s senior management team and investment personnel involved in the management of the fund. The Board concluded that it was satisfied with the nature, quality, and extent of the services provided by the Manager.

Investment Performance of the Fund
The Board reviewed the fund’s annual total returns over the one- and three-year periods as well as the fund’s year-by-year returns and compared these returns with a wide variety of previously agreed upon comparable performance measures and market data, including those supplied by Lipper, an independent provider of mutual fund data. On the basis of this evaluation and the Board’s ongoing review of investment results, the Board concluded that the fund’s performance was satisfactory.

Costs, Benefits, Profits, and Economies of Scale
The Board was provided with detailed information regarding the revenues received by the Manager under the Contract and other benefits that the Manager (and its affiliates) may have realized from its relationship with the fund, including research received under “soft dollar” agreements. The Board noted that the use of soft dollars as a means of paying for third-party, non-broker research had been eliminated. The Board also received information on the estimated costs incurred and profits realized by the Manager and its affiliates from advising T. Rowe Price mutual funds, as well as estimates of the gross profits realized from managing the fund in particular. The Board concluded that the Manager’s profits were reasonable in light of the services provided to the fund. The Board also considered the extent to which economies of scale were being realized by the Manager and whether the fund or other funds benefit from any such economies of scale under the fee levels set forth in the Contract. The Board noted that, under the Contract, the fund pays the Manager a single fee based on the fund’s assets and that the Manager, in turn, pays all expenses of the fund, with certain exceptions. The Board concluded that, based on the profitability data it reviewed and consistent with this single fee structure, the Contract provided for a reasonable sharing of any benefits from economies of scale with the fund.

Fees
The Board reviewed the fund’s single-fee structure and compared it with fees and expenses of other comparable funds based on information and data supplied by Lipper. The information provided to the Board showed that the fund’s management fee and expense ratio were generally below the median of comparable funds. (For these purposes, the Board assumed the management fee was equal to the single fee less the fund’s operating expenses.) The Board also reviewed the fee schedules for comparable privately managed accounts of the Manager and its affiliates. Management informed the Board that the Manager’s responsibilities for privately managed accounts are more limited than its responsibilities for the fund and other T. Rowe Price mutual funds that it or its affiliates advise. On the basis of the information provided, the Board concluded that the fees paid by the fund under the Contract were reasonable.

Approval of the Contract
As noted, the Board approved the continuation of the Contract. No single factor was considered in isolation or to be determinative to the decision. Rather, the Board concluded, in light of a weighting and balancing of all factors considered, that it was in the best interests of the fund to approve the continuation of the Contract, including the fees to be charged for services thereunder.

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. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. 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 change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. 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/ Edward C. Bernard
	Edward C. Bernard
	Principal Executive Officer
Date	June 15, 2006
	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/ Edward C. Bernard
	Edward C. Bernard
	Principal Executive Officer
Date	June 15, 2006
By	/s/ Joseph A. Carrier
	Joseph A. Carrier
	Principal Financial Officer
Date	June 15, 2006