EX-99.77D POLICIES 5 cip_iief.htm POLICIES~ INSTITUTIONAL INTERNATIONAL FUNDS T. Rowe Price Institutional International Funds, Inc.-- Policies

T. Rowe Price Institutional International Funds, Inc. T. Rowe Price Institutional Foreign Equity Fund

The following disclosure and operating policy have been added to the fund prospectus:

Participation Notes (P-notes)

The funds may gain exposure to securities traded in foreign markets through investments in P-notes. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to an underlying common stock or other security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as a direct owner of the underlying security. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the fund must rely on the creditworthiness of the counterparty for its investment returns on the P-notes and would have no rights against the issuer of the underlying security.

Additionally, there is no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security.

The operating policy states that investments in P-notes are limited to 20% of total assets.

Effective March 1, 2010, the Institutional Foreign Equity Fund has changed its name to the Institutional International Growth Equity Fund.

T. Rowe Price Institutional International Funds, Inc. T. Rowe Price Institutional Africa & Middle East Fund

The following disclosure and operating policy have been added to the fund's prospectus:

Participation Notes (P-notes)

The funds may gain exposure to securities traded in foreign markets through investments in P-notes. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to an underlying common stock or other security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as a direct owner of the underlying security. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the fund must rely on the creditworthiness of the counterparty for its investment returns on the P-notes and would have no rights against the issuer of the underlying security.

Additionally, there is no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security.


The operating policy for the Institutional Africa & Middle East Fund states there is no limit on fund investments in P-notes.

T. Rowe Price Institutional International Funds, Inc.

T. Rowe Price Institutional Emerging Markets Equity Fund

The following disclosure and operating policy have been added to the fund's prospectus:

Participation Notes (P-notes)

The funds may gain exposure to securities traded in foreign markets through investments in P-notes. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to an underlying common stock or other security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as a direct owner of the underlying security. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the fund must rely on the creditworthiness of the counterparty for its investment returns on the P-notes and would have no rights against the issuer of the underlying security.

Additionally, there is no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security.

The operating policy states that investments in P-notes are limited to 20% of total assets.

T. Rowe Price Institutional International Funds, Inc. T. Rowe Price Institutional Global Equity Fund

The following disclosure and operating policy have been added to the fund's prospectus:

Participation Notes (P-notes)

The funds may gain exposure to securities traded in foreign markets through investments in P-notes. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to an underlying common stock or other security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as a direct owner of the underlying security. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the fund must rely on the creditworthiness of the counterparty for its investment returns on the P-notes


and would have no rights against the issuer of the underlying security. Additionally, there is no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security.

The operating policy states that investments in P-notes are limited to 20% of total assets.

T. Rowe Price Institutional International Funds, Inc.

T. Rowe Price Institutional Global Large-Cap Equity Fund

The following disclosure and operating policy have been added to the fund's prospectus:

Participation Notes (P-notes)

The funds may gain exposure to securities traded in foreign markets through investments in P-notes. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to an underlying common stock or other security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as a direct owner of the underlying security. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the fund must rely on the creditworthiness of the counterparty for its investment returns on the P-notes and would have no rights against the issuer of the underlying security.

Additionally, there is no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security.

The operating policy states that investments in P-notes are limited to 20% of total assets.