N-CSR 1 ariib.htm T. ROWE PRICE INSTITUTIONAL INTERNATIONAL BOND FUND T. Rowe Price Institutional International Bond Fund - December 31, 2009


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM N-CSR 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED 
MANAGEMENT INVESTMENT COMPANIES 
 
 
 
Investment Company Act File Number: 811-5833 
 
T. Rowe Price Institutional International Funds, Inc. 

(Exact name of registrant as specified in charter) 
 
100 East Pratt Street, Baltimore, MD 21202 

(Address of principal executive offices) 
 
David Oestreicher 
 100 East Pratt Street, Baltimore, MD 21202 

 (Name and address of agent for service) 
 
 
Registrant’s telephone number, including area code: (410) 345-2000 
 
 
Date of fiscal year end: December 31 
 
 
Date of reporting period: December 31, 2009 




Item 1: Report to Shareholders

T. Rowe Price Annual Report
 Institutional International Bond Fund December 31, 2009 

Highlights 

• Non-U.S. bonds posted strong returns as the global economy began to stabilize early in 2009 and showed signs of gradual improvement for the remainder of the year.

• The Institutional International Bond Fund posted solid returns and outperformed its benchmark for the 6- and 12-month periods ended December 31, 2009, driven by currency positioning, exposure to below investment-grade bonds, and positive sector and security selection.

• The Institutional Emerging Markets Bond Fund recorded double-digit gains and outperformed its benchmark over both periods, led by non-benchmark exposure to corporate bonds and quasi-sovereign securities.

• While a global economic recovery appears to be under way, we expect near-term volatility and modest growth rates, which could vary widely between countries and regions.

The views and opinions in this report were current as of December 31, 2009. 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, 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.

Manager’s Letter
T. Rowe Price Institutional Foreign Bond Funds

Dear Investor

The global economy began to stabilize early in 2009 and showed signs of gradual improvement for the remainder of the year. Non-U.S. bonds were strong throughout most of the year, before pausing for breath in the closing months as the markets awaited signs that the global recovery was sustainable. The dollar weakened versus other major currencies for much of the year, before staging a strong rally in December. The Institutional International Bond Fund posted solid returns for the 6- and 12-month periods ended December 31, 2009, and outpaced the Barclays Capital Global Aggregate Ex-U.S. Dollar Bond Index. The Institutional Emerging Markets Bond Fund recorded double-digit gains over both periods and outperformed the JPMorgan Emerging Markets Bond Index Global Diversified by a wide margin.

Market Environment

In the U.S., most bond sectors produced strong returns in 2009 as credit-sensitive sectors that had been pummeled in the closing months of 2008 rebounded sharply. High yield bonds recorded the best year in the history of the asset class, while asset-backed securities also rose sharply. Investment-grade corporate bonds posted more modest gains. U.S. Treasuries, which performed best during the flight to quality in 2008, declined as longer-term interest rates rebounded amid signs of an economic recovery and heavy new issuance.

Outside the U.S., major market bond returns were driven largely by coupon income and the appreciation of other major currencies against the dollar. After starting the year on a weak note, non-U.S. developed market bonds performed very well in the second and third quarters of 2009 before giving back some of the gains at the end of the year. European government debt posted good gains in the second and third quarters, led by non-core peripheral markets, and outpaced comparable U.S. Treasuries for the year. Euro zone debt was marginally negative for the fourth quarter, with Greece among the weaker performers, but still outperformed U.S. Treasuries. Non-U.S. corporate bonds benefited from increased risk appetite, attractive valuations, improved liquidity, and signs of global economic recovery and outpaced government debt throughout the year. Despite signs of optimism in the third quarter, the Japanese economy continued to struggle for much of the year. Price appreciation was limited in Japanese bond markets and performance was driven by coupon income.


Emerging market debt rose sharply in 2009 as the global economy stabilized and risk appetite returned to the markets. Emerging economies entered the global recession in a better position than many developed countries because their financial systems were less exposed to the complexities that initiated the downfall. Increased International Monetary Fund (IMF) commitments provided valuable support to many developing economies and greatly reduced the default risk for sovereign issues. Commodity pricing, which remains a key element of many emerging economies, was strong. Corporate debt outpaced sovereign debt, and the new-issue market for both segments was brisk.

Institutional International Bond Fund

For the six-month period ended December 31, 2009, the Institutional International Bond Fund gained 6.74% versus a 6.18% return for the Barclays Capital Global Aggregate Ex-U.S. Dollar Bond Index. For the 12-month period, the fund recorded an 8.77% return versus 7.53% for the Barclays index. Currency positioning was the largest contributor to fund performance versus the benchmark for the year. Our exposure to below investment-grade bonds and positive sector and security selection also benefited performance substantially, while the contributions of country selection and duration exposure (a measure of the portfolio’s sensitivity to interest rate changes) were more modest.

The fund’s active currency selection contributed strongly to results for the year, particularly from overweight positions in certain undervalued southeast Asian currencies such as the Indian rupee. A focus on Nordic currencies, particularly the Norwegian krone and Swedish krona, versus the euro also added value. In the first half of the year, underweight exposure to the Singapore dollar, Thai baht, and Taiwan dollar detracted from returns relative to the benchmark as risk appetite returned to the markets. Within Asia, we continue to favor undervalued currencies and expect them to benefit nicely as the global economy recovers. In Europe, we positioned the fund to benefit from ongoing weakness in the euro against some peripheral currencies, including the Norwegian krone and the U.K. sterling.


The fund’s allocation to below investment-grade debt was also a major contributor to fund performance, driven by an out-of-benchmark allocation to U.S. dollar-denominated emerging market corporate bonds. A small position in U.S. dollar-denominated emerging market government bonds in Indonesia was also positive. An allocation to investment-grade emerging market government debt in Russia and Brazil benefited returns amid increased risk appetite, attractive yields, and the lackluster performance of comparable U.S. Treasury debt. Local currency Brazilian government bonds performed well early in the first half of the year amid expectations for interest rate reductions but flattened in the second half as the rate cutting cycle showed signs of nearing an end. We continue to see value in non-benchmark allocations to investment-grade and below investment-grade debt issued by emerging market countries. We favor U.S. dollar-denominated emerging market government bonds and also see local Brazilian government bonds as attractively valued. We initiated a small position in European high yield debt and increased it marginally as the year progressed.

Sector and security selection was markedly positive for the period. Despite modestly negative performance early in the period, we increased our position in European investment-grade corporate bonds, which benefited fund performance substantially over the second and third quarters before moderating in the fourth quarter. An underweight exposure to European agency and mortgage-backed debt detracted from returns relative to the benchmark as these sectors performed well. We continue to favor European investment-grade corporate bonds. Strong demand, increased liquidity, and new issuance are driving this asset class, along with expectations that corporate profitability will improve as the economy recovers.




Our country selection and duration positioning were positive for the year. The net effect of various duration positions in Europe and Japan was neutral. An overweight position in local currency Mexican government bonds helped returns as the global economy slowed and as the Mexican central bank cut interest rates. However, an overweight in Hungary earlier in the year detracted from returns. We favor European government bonds versus U.K. government bonds and U.S. Treasuries as budget concerns and potential oversupply pressure these markets.

Institutional Emerging Markets Bond Fund

The Institutional Emerging Markets Bond Fund recorded a six-month return of 14.91% compared with 12.20% for the JPMorgan Emerging Markets Bond Index Global Diversified. For the full year, the fund returned 35.63% versus 29.82% for the JPMorgan index. The fund’s substantial outperformance relative to the JPMorgan benchmark was driven by non-benchmark exposure to corporate bonds and quasi-sovereign securities. (Quasi-sovereign debt is issued by a corporation and backed by the respective government, offering the higher yields of corporate debt with the added benefit of government support.) Our allocation to frontier market debt also boosted returns, having rebounded strongly from a weak showing in 2008.

The Africa and Middle East region continues to be a focus for the fund, with a significant allocation to Iraq. We expect Iraq will continue to benefit from its vast oil resources, modest debt burden, and improving security within its borders. We also have meaningful positions in frontier African markets such as Ghana, Nigeria, and Gabon. Most of the countries in this region are rich in terms of resource wealth and performed well alongside rising commodity prices. Prospects for the Ghanaian economy improved markedly following announcements that the country would receive financial support from the World Bank and the IMF. The availability of multilateral funds has acted as a safety net for a large number of governments and effectively increased the appeal of the emerging market debt asset class.


We also have a large overweight allocation to the Eastern European region, mainly due to our positions in Serbia and Kazakhstan. Declining financial leverage; improving liquidity; and increasing political, governmental, and regulatory stability have led to strong performance for our Kazakh bank holdings, including Halyk Savings Bank and CenterCredit International. The Kazakh banking crisis was much more severe than the one that plagued global markets, and our stringent fundamental research in the region led our portfolios to substantial gains within the healthiest banks of the region. We also added to this region during the quarter through participation in new debt issuance from Croatia and Lithuania. We increased our exposure to Russia during the year, largely through the acquisition of Russian quasi-sovereign and corporate debt. Oil-related corporations in Russia, such as Gazprom and Lukoil, performed particularly well as oil prices rose through much of the year. (Please refer to the portfolio of investments for a complete listing of holdings and the amount each represents in the portfolio.)

Among other regions, we maintained a significant underweight in Asia versus the benchmark. As many of the region’s larger economies have risen to prominence, we favored smaller markets with more attractive long-term performance potential. We also have underweight allocations to some Latin American markets, such as Mexico and Colombia. We favor Brazil and corporate issuers throughout the region.

Outlook

In the U.S., policymakers will have to chart a careful course when the time comes to withdraw liquidity from the system. Acting too soon could stifle the recovery and drive the economy back into recession, while late action could lead to higher inflation, increased interest rates, and further pressure on the dollar. The Federal Reserve has signaled that it will hold short-term interest rates low for an extended period, with an increase not expected until mid-2010 at the earliest. Markets will be challenged to absorb the increased supply of Treasuries resulting from new issuance, reduced government purchases, and eventual Federal Reserve efforts to unwind its balance sheet.

The European economy has shown broad improvement but continues to lag U.S. growth. Weak labor markets and anemic domestic consumption could impede recovery but are likely to keep core inflation low. The European Central Bank may raise interest rates earlier than the Fed, although Fed rate hikes could ultimately outpace the euro zone. European government debt is likely to outperform comparable U.S. Treasuries, and we still see value in European investment-grade corporate bonds. Optimism about the Japanese recovery has waned. The Bank of Japan has little room to lower rates, but its new expansive policy stance could allow it to inject liquidity or maintain current rates.

Among emerging markets, near-term growth should be modest in comparison to 2009 and is likely to vary between countries and regions as the global economy recovers. We expect some short-term volatility as economies deal with the gradual removal of government support and markets attempt to absorb an increased supply of corporate and sovereign debt after a traditional year-end lull in new issuance. Quasi-sovereign and corporate debt should continue to outperform, particularly among homebuilders, retailers, and utilities. Long-term fundamentals for emerging market bonds remain positive as the global economy grows, domestic wealth increases, and capital markets mature.

The U.S. dollar appears historically cheap against some major currencies, with room to appreciate. Over the near term, we expect it to gain value versus the Japanese yen, with a more modest increase versus the euro. Although the dollar appears undervalued against some major currencies, it appears overvalued versus select emerging market currencies. With improving economic outlooks, a number of Asian currencies seemed poised to strengthen against the dollar. With the global easing cycle most likely over and the possibility of rate increases, global opportunities could depend more on currency movements than on interest rates.

In an environment of near-term uncertainty, sector and security selection is likely to play a critical role in generating attractive risk-adjusted returns. Relying on a disciplined investment process, global research platform, and the combined expertise of stock and bond analysts throughout the firm, we are focused on identifying the most appropriate long-term opportunities for our investors.

Respectfully submitted,


Ian Kelson
President of the International Fixed Income Division and
chairman of the Institutional International Bond Fund’s
Investment Advisory Committee


Michael Conelius
Chairman of the Investment Advisory Committee for the
Institutional Emerging Markets Bond Fund

January 26, 2010

The committee chairmen have day-to-day responsibility for the portfolios and work with committee members in developing and executing the funds’ investment programs.


Risk of International Bond Investing 

Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets, including unpredictable changes in currency values. Investments in emerging markets are subject to abrupt and severe price declines and should be regarded as speculative. The economic and political structures of developing nations, in most cases, do not compare favorably with the U.S. or other developed countries in terms of wealth and stability, and their financial markets often lack liquidity. Some countries also have legacies of hyperinflation, currency devaluations, and governmental interference in markets.

International investments are subject to currency risk, 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. The overall impact on a fund’s holdings can be significant and long-lasting depending on the currencies represented in the portfolio, how each one appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Further, exchange rate movements are unpredictable and it is not possible to effectively hedge the currency risks of many developing countries.

Bonds are also subject to interest rate risk, the decline in bond prices that usually accompanies a rise in interest rates, and credit risk, the chance that any fund holding could have its credit rating downgraded or that a bond issuer will default (fail to make timely payments of interest or principal), potentially reducing the fund’s income level and share price.

Glossary 

30-day SEC yield: A method of calculating a fund’s yield that assumes all portfolio securities are held until maturity. The Securities and Exchange Commission (SEC) requires all bond funds to calculate this yield.

Average maturity: For a bond fund, this is the weighted average of the stated maturity dates of the portfolio’s securities. In general, the longer the average maturity, the greater the fund’s sensitivity to interest rate changes, which can mean greater price fluctuation. A shorter average maturity usually means less interest rate sensitivity and, consequently, a less volatile portfolio.

Barclays Capital Global Aggregate Ex-U.S. Dollar Bond Index: Tracks an international basket of bonds that contained 65.8% government, 12.4% corporate, 13.5% agency, and 8.3% mortgage-related bonds as of December 31, 2008.

Basis point: One one-hundredth of one percentage point, or 0.01%.

Duration: A measure of a bond or bond fund’s sensitivity to changes in interest rates. For example, a fund with a duration of six years would fall about 6% in response to a one-percentage-point rise in rates, and vice versa.

Hedged: The buying and selling of forward exchange contracts to lock in a currency’s value. In an unhedged position, no steps are taken to protect against currency fluctuations.

JPMorgan Emerging Markets Bond Index Global Diversified: Tracks U.S. dollar government bonds of 38 foreign countries as of December 31, 2008.

Yield curve: A graphic depiction of the relationship between yields and maturity dates for a set of similar securities, such as Treasuries or municipal securities. Securities with longer maturities usually have a higher yield. If short-term securities offer a higher yield, then the curve is said to be “inverted.” If short- and long-term bonds are offering equivalent yields, then the curve is said to be “flat.”


Portfolio Highlights





Performance and Expenses
T. Rowe Price Institutional Foreign Bond Funds

Performance Comparison 

This chart shows the value of a hypothetical $1 million 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.







Performance Comparison 

This chart shows the value of a hypothetical $1 million 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.







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 International Bond Fund


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


Portfolio of Investments
T. Rowe Price Institutional International Bond Fund
December 31, 2009










































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


Statement of Assets and Liabilities
T. Rowe Price Institutional International Bond Fund
December 31, 2009
($000s, except shares and per share amounts)


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


Statement of Operations
T. Rowe Price Institutional International Bond Fund
($000s)


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

Statement of Changes in Net Assets
T. Rowe Price Institutional International Bond Fund
($000s)


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


Notes to Financial Statements
T. Rowe Price Institutional International Bond Fund
December 31, 2009

T. Rowe Price Institutional International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional International Bond Fund (the fund), a nondiversified, open-end management investment company, is one portfolio established by the corporation. The fund commenced operations on May 31, 2007. The fund seeks to provide high current income and capital appreciation.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), 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 accompanying financial statements may differ from the value ultimately realized upon sale of the securities. Further, fund management believes that no events have occurred between December 31, 2009, the date of this report, and February 25, 2010, the date of issuance of the financial statements, that require adjustment of, or disclosure in, the accompanying financial statements.

Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Paydown gains and losses are recorded as an adjustment to interest income. 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. Income tax-related interest and penalties, if incurred, would be recorded as income tax expense. 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 daily and paid monthly. Capital gain distributions, if any, are generally declared and paid by the fund, annually.

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.

Redemption Fees A 2% fee is assessed on redemptions of fund shares held for 90 days or less to deter short-term trading and to 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.

New Accounting Pronouncement On January 1, 2009, the fund adopted new accounting guidance that requires enhanced disclosures about derivative and hedging activities, including how such activities are accounted for and their effect on financial position, performance, and cash flows. Adoption of this guidance had no impact on the fund’s net assets or results of operations.

NOTE 2 - VALUATION

The fund’s investments are reported at fair value as defined under GAAP. The fund determines the values of its assets and liabilities 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.

Valuation Methods Debt securities are generally traded in the over-the-counter (OTC) market. Securities with remaining maturities of one year or more at the time of acquisition are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers the yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with remaining maturities of less than one year at the time of acquisition generally use amortized cost in local currency to approximate fair value. However, if amortized cost is deemed not to reflect fair value or the fund holds a significant amount of such securities with remaining maturities of more than 60 days, the securities are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service.

Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation. Financial futures contracts are valued at closing settlement prices. Forward currency exchange contracts are valued using the prevailing forward exchange rate. Swaps are valued at prices furnished by independent swap dealers or by an independent pricing service.

Other investments, including restricted securities, and those financial instruments 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.

Valuation Inputs Various inputs are used to determine the value of the fund’s financial instruments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – observable inputs other than Level 1 quoted prices (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk)

Level 3 – unobservable inputs

Observable inputs are those based on market data obtained from sources independent of the fund, and unobservable inputs reflect the fund’s own assumptions based on the best information available. The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level. The following table summarizes the fund’s financial instruments, based on the inputs used to determine their values on December 31, 2009:


NOTE 3 - DERIVATIVE INSTRUMENTS

During the year ended December 31, 2009, the fund invested in derivative instruments. As defined by GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variable; it requires little or no initial investment and permits or requires net settlement. The fund invests in derivatives only if the expected risks and rewards are consistent with its investment objectives, policies, and overall risk profile, as described in its prospectus and Statement of Additional Information. The fund may use derivatives for a variety of purposes, such as seeking to hedge against declines in principal value, increase yield, invest in an asset with greater efficiency and at a lower cost than is possible through direct investment, or to adjust portfolio duration and credit exposure. The risks associated with the use of derivatives are different from, and potentially much greater than, the risks associated with investing directly in the instruments on which the derivatives are based. Investments in derivatives can magnify returns positively or negatively; however, the fund at all times maintains sufficient cash reserves, liquid assets, or other SEC-permitted asset types to cover the settlement obligations under its open derivative contracts. During the year ended December 31, 2009, the fund’s exposure to derivatives, based on underlying notional amounts, was generally between 43% and 65% of net assets.

The fund values its derivatives at fair value, as described below and in Note 2, and recognizes changes in fair value currently in its results of operations. Accordingly, the fund does not follow hedge accounting, even for derivatives employed as economic hedges. The following table summarizes the fair value of the fund’s derivative instruments held as of December 31, 2009, and the related location on the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

Additionally, the amount of gains and losses on derivative instruments recognized in fund earnings during the year ended December 31, 2009, and the related location on the accompanying Statement of Operations is summarized in the following table by primary underlying risk exposure:


Forward Currency Exchange Contracts The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. Although the degree to which the fund invests in forward currency exchange contracts (forwards) will fluctuate over time, it primarily uses forwards to re-adjust the portfolio weight of each currency against a target weight for such currency, as well as to express active currency positions. A forward involves an obligation to purchase or sell a fixed amount of a specific currency on a future date at a price set at the time of the contract. Although certain forwards may be settled by exchanging only the net gain or loss on the contract, most forwards are settled with the exchange of the underlying currencies in accordance with the specified terms. Forwards are valued at the unrealized gain or loss on the contract, which reflects the net amount the fund either is entitled to receive or obligated to deliver, as measured by the difference between the forward exchange rates at the date of entry into the contract and the forward rates at the reporting date. Appreciated forwards are reflected as assets, and depreciated forwards are reflected as liabilities on the accompanying Statement of Assets and Liabilities. Risks related to the use of forwards include the possible failure of counterparties to meet the terms of the agreements; that anticipated currency movements will not occur, thereby reducing the fund’s total return; and the potential for losses in excess of the fund’s initial investment.

Futures Contracts The fund is subject to interest rate risk in the normal course of pursuing its investment objectives and uses futures contracts to help manage such risk. The fund may enter into futures contracts to manage exposure to interest rate and yield curve movements, security prices, foreign currencies, credit quality, and mortgage prepayments; as an efficient means of adjusting exposure to all or part of a target market; to enhance income; as a cash management tool; and/or to adjust portfolio duration and credit exposure. A futures contract provides for the future sale by one party and purchase by another of a specified amount of a particular underlying financial instrument at an agreed-upon price, date, time, and place. The fund currently invests only in exchange-traded futures, which generally are standardized as to maturity date, underlying financial instrument, and other contract terms. Upon entering into a futures contract, the fund is required to deposit with the broker cash or securities in an amount equal to a certain percentage of the contract value (initial margin deposit); the margin deposit must then be maintained at the established level over the life of the contract. Subsequent payments are made or received by the fund each day to settle daily fluctuations in the value of the contract (variation margin), which reflect changes in the value of the underlying financial instrument. At its election, the fund may also hold additional U.S. dollars and foreign currencies in an account with the broker to settle future variation margin obligations. All cash and currencies held by the broker for initial margin or future settlements are reflected as deposits on futures contracts on the accompanying Statement of Assets and Liabilities. Variation margin is recorded as unrealized gain or loss until the contract is closed. The value of a futures contract included in net assets is the amount of unsettled variation margin, if any. Risks related to the use of futures contracts include possible illiquidity of the futures markets, contract prices that can be highly volatile and imperfectly correlated to movements in hedged security values and/or interest rates, and potential losses in excess of the fund’s initial investment.

Swaps The fund is subject to interest rate risk and credit risk in the normal course of pursuing its investment objectives and uses swap contracts to help manage such risks. The fund may use swaps in an effort to manage exposure to changes in interest rates and credit quality, to adjust overall exposure to certain markets, to enhance total return or protect the value of portfolio securities, to serve as a cash management tool, and/or to adjust portfolio duration and credit exposure. The value of a swap included in net assets is the unrealized gain or loss on the contract. Appreciated swaps are reflected as assets, and depreciated swaps are reflected as liabilities on the accompanying Statement of Assets and Liabilities. Net periodic receipts or payments required by swaps are accrued daily and are recorded as realized gain or loss for financial reporting purposes; fluctuations in the fair value of swaps are reflected in the change in net unrealized gain or loss and are reclassified to realized gain or loss upon termination prior to maturity or cash settlement.

Interest rate swaps are agreements to exchange cash flows based on the difference between specified interest rates applied to a notional principal amount for a specified period of time. Risks related to the use of interest rate swaps include the potential for unanticipated movements in interest and/or currency rates, the possible failure of a counterparty to perform in accordance with the terms of the swap agreements, potential government regulation that could adversely affect the fund’s swap investments, and potential losses in excess of the fund’s initial investment.

Credit default swaps are agreements where one party (the protection buyer) agrees to make periodic payments to another party (the protection seller) in exchange for protection against specified credit events, such as certain defaults and bankruptcies related to an underlying credit instrument, index, or issuer thereof. Upon occurrence of a specified credit event, the protection seller is required to pay the buyer the difference between the notional amount of the swap and the value of the underlying credit, either in the form of a net cash settlement or by paying the gross notional amount and accepting delivery of the relevant underlying credit. Risks related to the use of credit default swaps include the possible inability of the fund to accurately assess the current and future creditworthiness of underlying issuers, the possible failure of a counterparty to perform in accordance with the terms of the swap agreements, potential government regulation that could adversely affect the fund’s swap investments, and potential losses in excess of the fund’s initial investment.

Counterparty Risk and Collateral The fund has entered into collateral agreements with certain counterparties to mitigate counterparty risk associated with over-the-counter (OTC) derivatives, including swaps and forward currency exchange contracts. Subject to certain minimum exposure requirements (which range from $100,000 to $500,000), collateral generally is determined based on the net aggregate unrealized gain or loss on all OTC derivative contracts with a particular counterparty. Collateral, both pledged by and for the benefit of the fund, is held in a segregated account by a third-party agent and can be in the form of cash or debt securities issued by the U.S. government or related agencies. Securities posted as collateral by the fund are so noted in the accompanying Portfolio of Investments and remain in the fund’s net assets. As of December 31, 2009, securities valued at $105,000 had been posted by the fund for the benefit of counterparties and no collateral was pledged by counterparties for the benefit of the fund.

The fund’s maximum risk of loss from counterparty credit risk on OTC derivatives is the aggregate unrealized gain on appreciated contracts in excess of any collateral pledged by the counterparty for the benefit of the fund. Counterparty risk related to exchange-traded futures and options contracts is minimal because the exchange’s clearinghouse provides protection against defaults. In accordance with standard derivatives agreements, counterparties to OTC derivatives may be able to terminate derivative contracts prior to maturity in the event the fund fails to maintain sufficient asset coverage; its net assets decline by stated percentages; or it otherwise fails to meet the terms of its agreements, which would cause the fund to accelerate payment of any net liability owed to the counterparty under the contract. For exchange-traded derivatives such as futures and options, each broker in its sole discretion may change margin requirements applicable to the fund.

NOTE 4 - OTHER INVESTMENT TRANSACTIONS

Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to 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 December 31, 2009, approximately 12% of the fund’s net assets were invested, either directly or indirectly, in securities of companies located in emerging markets, securities issued by governments of emerging market countries, and/or securities denominated in or linked to the currencies of emerging market countries. Emerging market securities are often subject to greater price volatility, less liquidity, and higher rates of inflation than U.S. securities. In addition, emerging markets may be subject to greater political, economic and social uncertainty, and differing regulatory environments that may potentially impact the fund’s ability to buy or sell certain securities or repatriate proceeds to U.S. dollars.

Restricted Securities The fund may invest in securities that are subject to legal or contractual restrictions on resale. Prompt sale of such securities at an acceptable price may be difficult and may involve substantial delays and additional costs.

Other Purchases and sales of portfolio securities other than short-term securities aggregated $114,792,000 and $58,153,000, respectively, for the year ended December 31, 2009.

NOTE 5 - 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. Distributions determined in accordance with federal income 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 but are not adjusted for temporary differences.

The fund files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after filing of the tax return but could be longer in certain circumstances.

Reclassifications between income and gain relate primarily to the character of premium payments and unrealized gains and losses on swaps. For the year ended December 31, 2009, the following reclassifications were recorded to reflect tax character; there was no impact on results of operations or net assets:

Distributions during the years ended December 31, 2009 and December 31, 2008, totaled $3,414,000 and $5,367,000, respectively, and were characterized as ordinary income for tax purposes. At December 31, 2009, the tax-basis cost of investments and components of net assets were as follows:

The difference between book-basis and tax-basis net unrealized appreciation (depreciation) is attributable to the deferral of losses from wash sales and the realization of unrealized gains/losses on certain open derivative contracts, for tax purposes.

NOTE 6 - 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 0.55% 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, custody services, and directors’ fees and expenses are provided to the fund, and interest, taxes, brokerage commissions, 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 Investment Funds), open-end management investment companies managed by Price Associates and considered affiliates of the fund. The T. Rowe Price Reserve Investment 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 Investment Funds pay no investment management fees.

Mutual funds and other accounts managed by T. Rowe Price and its affiliates (collectively, T. Rowe Price funds) may invest in the fund; however, no T. Rowe Price fund may invest for the purpose of exercising management or control over the fund. At December 31, 2009, approximately 76% of the fund’s outstanding shares were held by T. Rowe Price funds.


Report of Independent Registered Public Accounting Firm

To the Board of Directors of T. Rowe Price Institutional International Funds, Inc. and
Shareholders of T. Rowe Price Institutional International Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Institutional International Bond Fund (one of the portfolios comprising T. Rowe Price Institutional International Funds, Inc., hereafter referred to as the “Fund”) at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2009 by correspondence with the custodian and brokers, and confirmation of the underlying fund by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Baltimore, Maryland
February 25, 2010



Tax Information (Unaudited) for the Tax Year Ended 12/31/09 

We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements.

The fund’s distributions to shareholders included $849,000 from short-term capital gains.

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 “Our Company” at the top of our corporate homepage. Then, when the next page appears, click on the words “Proxy Voting Policies” on the left side of the page.

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 Records” on the right side of the Proxy Voting Policies 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.

About the Fund’s Directors and Officers 

Your fund is governed by a Board of Directors (Board) that meets regularly to review a wide variety of matters affecting the fund, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and other business affairs. The Board elects the fund’s officers, who are listed in the final table. At least 75% of Board members are independent of T. Rowe Price Associates, Inc. (T. Rowe Price), and T. Rowe Price International, Inc. (T. Rowe Price International); “inside” or “interested” directors are employees or officers of T. Rowe Price. The business address of each director and officer is 100 East Pratt Street, Baltimore, Maryland 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132.

Independent Directors   
 
Name   
(Year of Birth)   
Year Elected*  Principal Occupation(s) During Past Five Years and Directorships of Other Public Companies 
   
William R. Brody, M.D., Ph.D.  President and Trustee, Salk Institute for Biological Studies (2009 to present); Director, Novartis, Inc. (2009 
(1944)  to present); Director, IBM (2007 to present); President and Trustee, Johns Hopkins University (1996 to 2009); 
2009  Chairman of Executive Committee and Trustee, Johns Hopkins Health System (1996 to 2009) 
   
Jeremiah E. Casey  Director, National Life Insurance (2001 to 2005); Director, The Rouse Company, real estate developers (1990 
(1940)  to 2004) 
2005   
   
Anthony W. Deering  Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director, Under Armour (2008 to pres- 
(1945)  ent); Director, Vornado Real Estate Investment Trust (2004 to present); Director, Mercantile Bankshares (2002 to 
2001  2007); Member, Advisory Board, Deutsche Bank North America (2004 to present); Director, Chairman of the Board, 
  and Chief Executive Officer, The Rouse Company, real estate developers (1997 to 2004) 
   
Donald W. Dick, Jr.  Principal, EuroCapital Advisors, LLC, an acquisition and management advisory firm (1995 to present) 
(1943)   
1991   
   
Karen N. Horn  Director, Eli Lilly and Company (1987 to present); Director, Simon Property Group (2004 to present); Director, 
(1943)  Norfolk Southern (2008 to present); Director, Georgia Pacific (2004 to 2005) 
2003   
   
Theo C. Rodgers  President, A&R Development Corporation (1977 to present) 
(1941)   
2005   
   
John G. Schreiber  Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Partner, 
(1946)  Blackstone Real Estate Advisors, L.P. (1992 to present) 
2001   
   
Mark R. Tercek  President and Chief Executive Officer, The Nature Conservancy (2008 to present); Managing Director, The Goldman 
(1957)  Sachs Group, Inc. (1984 to 2008) 
2009   
 
*Each independent director oversees 124 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. 
   
Inside Directors   
 
Name (Year of Birth)   
Year Elected* [Number of T. Rowe   
Price Portfolios Overseen]  Principal Occupation(s) During Past Five Years and Directorships of Other Public Companies 
   
Edward C. Bernard (1956)  Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price 
2006 [124]  Group, Inc.; Chairman of the Board, Director, and President, T. Rowe Price Investment Services, Inc.; Chairman of 
  the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services 
  Limited, T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings Bank, and T. Rowe Price Services, 
  Inc.; Director, T. Rowe Price International, Inc.; Chief Executive Officer, Chairman of the Board, Director, and 
  President, T. Rowe Price Trust Company; Chairman of the Board, all funds 
   
Brian C. Rogers, CFA, CIC (1955)  Chief Investment Officer, Director, and Vice President, T. Rowe Price; Chairman of the Board, Chief Investment 
2006 [69]  Officer, Director, and Vice President, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price Trust Company 
 
*Each inside director serves until retirement, resignation, or election of a successor. 

Officers   
 
Name (Year of Birth)   
Position Held With Institutional International Funds  Principal Occupation(s) 
   
Christopher D. Alderson (1962)  Chief Executive Officer, Director, and President, T. Rowe Price International, 
President  Inc.; Vice President, T. Rowe Price Global Investment Services Limited and 
  T. Rowe Price Group, Inc. 
   
Jeffrey W. Arricale, CPA (1971)  Vice President, T. Rowe Price and T. Rowe Price Group, Inc. 
Vice President   
   
R. Scott Berg, CFA (1972)  Vice President, T. Rowe Price and T. Rowe Price Group, Inc. 
Executive Vice President   
   
Mark C.J. Bickford-Smith (1962)  Vice President, T. Rowe Price Group, Inc., and T. Rowe Price 
Vice President  International, Inc. 
   
Richard N. Clattenburg, CFA (1979)  Vice President, T. Rowe Price, T. Rowe Price Global Investment Services 
Vice President  Limited, and T. Rowe Price Group, Inc.; formerly Financial Analyst, Goldman 
  Sachs (to 2005) 
   
Michael J. Conelius, CFA (1964)  Vice President, T. Rowe Price, T. Rowe Price Global Investment Services 
Executive Vice President  Limited, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and 
  T. Rowe Price Trust Company 
   
Mark J.T. Edwards (1957)  Vice President, T. Rowe Price Group, Inc., and T. Rowe Price 
Vice President  International, Inc. 
   
Henry M. Ellenbogen (1973)  Vice President, T. Rowe Price and T. Rowe Price Group, Inc. 
Vice President   
   
Roger L. Fiery III, CPA (1959)  Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price 
Vice President  International, Inc., and T. Rowe Price Trust Company 
   
Robert N. Gensler (1957)  Vice President, T. Rowe Price, T. Rowe Price Global Investment Services 
Executive Vice President  Limited, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. 
   
John R. Gilner (1961)  Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, 
Chief Compliance Officer  T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. 
   
Gregory S. Golczewski (1966)  Vice President, T. Rowe Price and T. Rowe Price Trust Company 
Vice President   
   
M. Campbell Gunn (1956)  Vice President, T. Rowe Price Global Investment Services Limited, T. Rowe 
Vice President  Price Group, Inc., and T. Rowe Price International, Inc. 
   
Gregory K. Hinkle, CPA (1958)  Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price 
Treasurer  Trust Company; formerly Partner, PricewaterhouseCoopers, LLP (to 2007) 
   
Kris H. Jenner, M.D., D. Phil. (1962)  Vice President, T. Rowe Price, T. Rowe Price Global Investment Services 
Vice President  Limited, and T. Rowe Price Group, Inc. 
   
Ian D. Kelson (1956)  Vice President, T. Rowe Price, T. Rowe Price Global Investment Services 
Executive Vice President  Limited, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. 
   
Patricia B. Lippert (1953)  Assistant Vice President, T. Rowe Price and T. Rowe Price Investment 
Secretary  Services, Inc. 
   
Anh Lu (1968)  Vice President, T. Rowe Price Group, Inc., and T. Rowe Price 
Vice President  International, Inc. 
   
Charles M. Ober, CFA (1950)  Vice President, T. Rowe Price and T. Rowe Price Group, Inc. 
Vice President   
   
David Oestreicher (1967)  Director and Vice President, T. Rowe Price Investment Services, Inc., 
Vice President  T. Rowe Price Trust Company, and T. Rowe Price Services, Inc.; Vice 
  President, T. Rowe Price, T. Rowe Price Global Asset Management Limited, 
  T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, 
  Inc., T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan 
  Services, Inc. 
   
Gonzalo Pángaro, CFA (1968)  Vice President, T. Rowe Price Group, Inc., and T. Rowe Price 
Executive Vice President  International, Inc. 
   
Joseph Rohm (1966)  Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International, 
Executive Vice President  Inc.; formerly Equity Analyst, Insight Investment (to 2005) 
   
Jeffrey Rottinghaus, CPA (1970)  Vice President, T. Rowe Price, T. Rowe Price Global Investment Services 
Vice President  Limited, and T. Rowe Price Group, Inc. 
   
Deborah D. Seidel (1962)  Vice President, T. Rowe Price, T. Rowe Price Investment Services, Inc., and 
Vice President  T. Rowe Price Services, Inc. 
   
Robert W. Sharps, CFA, CPA (1971)  Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price 
Vice President  Trust Company 
   
Robert W. Smith (1961)  Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price 
Executive Vice President  Trust Company 
   
Dean Tenerelli (1964)  Vice President, T. Rowe Price Group, Inc., and T. Rowe Price 
Vice President  International, Inc. 
   
Julie L. Waples (1970)  Vice President, T. Rowe Price 
Vice President   
 
Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. 

Item 2. Code of Ethics.

The registrant has adopted 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. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors/Trustees has determined that Mr. Anthony W. Deering qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Deering is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows:


Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

    (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,879,000 and $1,922,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

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 attached.

    (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  February 25, 2010 
 
 
 
  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  February 25, 2010 
 
 
 
By  /s/ Gregory K. Hinkle 
  Gregory K. Hinkle 
  Principal Financial Officer 
 
Date  February 25, 2010