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: October 31

Date of reporting period: October 31, 2011

• After posting gains during the first half of the reporting period, global stocks plunged during the past six months amid ongoing crises in Europe and other regions.

• The fund’s performance slightly surpassed its key benchmarks during the past six months and trailed them during the 12-month period. Relative performance was influenced mostly by stock selection in various sectors.

• We have been adding to select areas in energy and technology and reassessing our earnings estimates on a company-by-company basis, focusing on those with good prospects for earnings growth that are reasonably priced.

• We retain a positive longer-term view for equity markets, considering the level of stock valuations and healthy corporate fundamentals. Although a double-dip recession in the U.S. is unlikely, risks remain, including a recession in developed
Europe.

The views and opinions in this report were current as of October 31, 2011. 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.

Global equities fell sharply during the past six months, as the U.S. and European economies weakened and the European sovereign debt crisis intensified. Japanese shares fell only moderately in U.S. dollar terms, as a stronger yen versus the dollar reduced losses. European markets plunged, with government and monetary officials trying to contain the escalating sovereign debt crisis as Italy, with its larger economy, replaced Greece at the center of the turmoil.

The fund returned -11.17% during the six-month period ended October 31, 2011, and -2.67% for the fiscal year, compared with -11.71% and 0.94%, respectively, for the MSCI All Country World Index. The Lipper Global Large-Cap Growth Funds Average delivered results of -11.74% and -0.14%, respectively, for the same periods. Stock selection in technology and materials was positive over the fiscal year, while stock selection in energy, consumer staples, financials, consumer discretionary, and industrials detracted from relative performance.

Global markets were punished when the U.S. government struggled to reach an agreement to raise the statutory federal debt ceiling and reduce federal spending. Market volatility and selling pressure increased further after Standard & Poor’s downgraded the U.S. government’s long-term credit rating in August. Markets in all regions faltered, led lower by emerging Europe. While emerging economies have made great strides in growing domestic demand, they still rely heavily on trade with Europe, the U.S., and Japan, which are all slowing. Sector performance was broadly negative and characteristic of a cyclical downturn, as defensive sectors outperformed cyclicals. Materials, financials, and industrials and business services posted the biggest declines. Consumer staples and utilities held up better but still delivered significant losses.

Economists adopted a more cautious stance on the global growth outlook, especially for advanced economies, as the year progressed. In September, the International Monetary Fund estimated global gross domestic product (GDP) growth at 4.0% for both 2011 and 2012. The 2011 forecast for emerging economies was 6.4%, while the forecast for advanced economies was a more lackluster 1.6%.

The global focus continues to be on the eurozone debt crisis. Economic data released in September were mostly disappointing, even in the stronger core countries. Germany’s second-quarter GDP grew only 0.1% on a quarter-over-quarter basis versus consensus estimates of 0.5%, while economic growth stalled in France. Second-quarter growth for the region as a whole came in below market expectations at 0.2%. Europe is facing strong headwinds, including severe fiscal austerity measures, household deleveraging, and stress in the banking sector. The European Central Bank cut a key short-term rate after the end of the reporting period.

In emerging markets, measures to tame inflation through higher interest rates appear to have produced the desired result of lowering rapid growth. Chinese GDP growth for 2011 was recently projected at 9.5%, down from double digits, and monetary tightening appears to be taking effect. However, Chinese officials may be hesitant to stop tightening as inflation hit a three-year high of 6.5% in July and registered 6.2% in August. In India, inflation is still a concern, hitting a 13-month high of 9.8% in August. This prompted the central bank to raise interest rates for the 12th time in 18 months, despite worries that continued monetary tightening is dampening growth. Brazil’s central bank cited the broad economic slowdown for its decision to lower interest rates to 12.0% from 12.5% in August. The Brazilian government said it will seek to cut rates to 9.0% by next year, despite continued pressure to contain inflation. Russia’s economy has also struggled amid weaker oil prices, deteriorating growth, and lower industrial output projections.

Stock selection in technology and materials boosted the fund’s relative return during the fund’s fiscal year, while our holdings in energy, consumer staples, financials, consumer discretionary, and industrials and business services trimmed results. Our sector allocations were also slightly negative. Our regional weightings were positive in the aggregate, but positioning in the U.S. and emerging markets more than offset the benefit.

We were overweight in information technology, with a focus on companies poised to capitalize on positive trends within the sector, including Baidu, Accenture, Apple, Qualcomm, and Juniper Networks. Apple was a standout due to its popular iPad and iPhone products, which powered growth within the sector. Accenture is a geographically diverse company with a good business mix of consulting and outsourcing, and it has been improving margins through growth in offshore locations. Qualcomm benefited thanks to the proliferation of smartphones. (Please refer to the fund’s portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

Stock selection in energy was the major detractor from the fund’s relative returns. The Brazilian state-owned oil and gas company Petrobras enjoys enormous reserves and an attractive financial profile. However, uncertainty surrounding capital expenditures and the company’s recapitalization process hurt performance during the year. With these issues mostly resolved, we expect investors to focus on the company’s potential for exceptional production growth. Shares of Arch Coal declined as investors continued to price regulatory and environmental risk into the entire coal industry. Persistent utilization difficulties at several key mines also pressured shares. The decline in both crude and natural gas prices also hurt Cimarex Energy and EOG Resources.

Stock selection in consumer staples was another detractor. United Spirits underperformed along with most Indian stocks. The company struggled in its efforts to contain costs, and further investments are needed in the supply chain. We eliminated the stock from the portfolio during the second quarter. Russian food retailer X5 Retail Group struggled due to concerns about a pullback in Russian consumption and the ongoing challenge of integrating a recent acquisition. Tesco, the world’s third-largest retailer, holds a dominant position in UK food retailing. The grocery market has been somewhat subdued because of uncertainly about fuel prices, food inflation, and interest rate hikes, leading to instability in consumption.

The fund’s financial holdings also hurt results. Goldman Sachs and JPMorgan Chase both lagged because of regulatory uncertainty and a deteriorating macroeconomic outlook. In addition, Brazilian securities exchange operator BM&F Bovespa sold off along with the overall market. Inflation is a concern in Brazil; a threat of a credit downgrade is intensifying; and Brazil’s currency, the real, declined in value.

Our trading activity has been primarily focused on current portfolio holdings—trimming positions that have risen in price above reasonable valuations and redirecting the proceeds into stocks that we view as having greater return potential. While European stocks are inexpensive, we have not been significantly adding to the region. However, we have taken advantage of attractive valuations in several globally oriented businesses based in Europe, including Anheuser-Busch InBev, Subsea 7, Cooper Industries, ASML, and WPP. We used holdings in emerging markets as a source of funds for these purchases during the quarter, although this was primarily the result of stock-specific judgments. Emerging market eliminations included America Movil, Dongfeng Motor, Tencent Holdings, Reliance Industries, Antofagasta, MercadoLibre, and Want Want Holdings. As a result, the portfolio’s emerging markets weighting decreased to 16.5%, which was still higher than the benchmark’s 12.9%.

Because of the uncertain economic environment, we have sought to limit exposure to the economic cycle with neutral weightings in energy, materials, and industrials and business services. We hold a favorable view of the longer-term growth prospects in consumer discretionary. Despite the near-term threat of a global slowdown, we are sanguine about the longer-term trends in emerging markets of wage growth, urbanization, and structural shifts toward consumerism. We are underweight in consumer staples in favor of more cyclical consumer plays. Our holdings are concentrated in emerging and developed markets companies with strong distribution in the emerging world.

Our energy holdings reflect our preference for strong production growth and low-cost producers, as their fortunes do not depend as heavily on the direction of energy prices. U.S. shale plays offer particularly attractive production growth characteristics. We are underweight in financials, where there is considerable uncertainty regarding liquidity risk among European banks. We prefer to have exposure in capital markets companies, including securities exchanges, as they offer potentially stronger upside with less near-term risk.

We are also underweight in health care, as U.S. regulatory trends have significantly dampened the near-term outlook for the sector. We favor producers of market-leading therapeutics whose demand is likely to hold up. Health care providers that derive a significant amount of revenue from government programs face a difficult environment as governments around the globe reduce deficits. In industrials and business services, we hold companies with later-cycle business lines, less exposure to residential construction, and a presence in emerging markets. Market share opportunities are plentiful within information technology. The trend toward increased computing mobility makes this one of the few areas of dynamic change within developed markets.

With the telecommunication services industry maturing globally, opportunities for strong growth are limited. We have significant exposure to mobile computing growth through our information technology holdings, but we do not see similarly compelling opportunities to profit from this mobility theme among service providers.

Significant purchases aside from those mentioned include BHP Billiton, a diversified metals miner; semiconductor manufacturer Texas Instruments, which offers a combination of attractive valuation, high-quality management, and a strong business model; BG Group, an integrated oil and gas producer with a global footprint; UPS, one of the largest shipping companies in the world, with a strong management team, solid balance sheet, and steady growth profile; and Express Scripts, one of the largest U.S. pharmacy benefit managers, which should benefit from increased use of generic drugs.

Among our sales were MasterCard, following a period of strong performance; Anglo American, which we replaced with BHP Billiton; Range Resources, also on strength following a strong second quarter; Google, whose share price advanced above our target level; Apple, which could experience slower growth going forward; Barrick Gold, since we were disappointed in the company’s decision to purchase a copper miner; and Amazon.com, after our position size in the stock rose above our target level.

The fiscal imbalances and political stalemates of developed markets have created a muted, if not aborted, economic recovery from the recession of 2008. The slower growth we expect in the coming months has created a gap between positive and negative earnings outlooks, reflecting wide disparities in company fortunes. On a company level, durability of growth will be tested as cyclical forces become more restrained.

In the face of these ongoing macroeconomic concerns, we retain a positive longer-term view for equity markets, which feature attractive stock valuations and healthy corporate fundamentals. The key risk to our outlook concerns the degree to which the global economy slows as a result of falling confidence and austerity measures now under way. We continue to believe that a double-dip recession in the U.S. is unlikely—although a recession in Europe may already have taken hold.

While the current environment is challenging, we think the problems are more political than financial. Banks are much better capitalized, liquidity has improved, and the overall financial system is on much firmer ground than in the recent past. Perhaps most important, downside support is compelling given exceptionally low valuations that include reasonable dividend yields, which are higher in many instances than government bond rates—a historically reliable indicator of equity value relative to other asset classes. In addition, corporate balance sheets are strong and are a source of potential returns through share buybacks for companies with excess cash and high free cash flow. Stronger balance sheets may also act as a cushion should hard times prevail for longer than anticipated.

In emerging markets, we anticipate stronger economic growth than in the developed world. The long-term fundamentals, including lower sovereign debt risk, stronger consumer demand, and high corporate profitability, look promising. We are optimistic about the longer-term potential of these regions and believe they will resume their stronger performance versus developed markets in the years ahead.

Our primary focus remains on identifying companies with sound and enduring growth characteristics. We are looking for companies offering innovative products and compelling valuations with the potential for long-term growth, without being overly reliant on cyclical forces for success. As the markets adjust to the next stage of the economic recovery, we believe our ongoing investment strategy will reward our shareholders over time.

The committee chairman has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the fund’s investment program.

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.

Gross domestic product (GDP): The total market value of all goods and services produced in a country in a given year.

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

MSCI All Country World Index: A capitalization-weighted index of stocks from developed and emerging markets worldwide.

Price-to-earnings (P/E) ratio: A valuation measure calculated by dividing the price of a stock by its reported earnings per share. The ratio is a measure of how much investors are willing to pay for the company’s earnings.

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.

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 on 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 on 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.

Portfolio of Investments^‡T. Rowe Price Institutional Global Equity Fund
October 31, 2011

Statement of Assets and Liabilities
T. Rowe Price Institutional Global Equity Fund
October 31, 2011
($000s, except shares and per share amounts)

Statement of Operations
T. Rowe Price Institutional Global Equity Fund
($000s)

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

Notes to Financial Statements
T. Rowe Price Institutional Global Equity Fund
October 31, 2011

T. Rowe Price Institutional International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional Global Equity Fund (the fund), a diversified, open-end management investment company, is one portfolio established by the corporation. The fund commenced operations on June 30, 2006. The fund seeks long-term growth of capital through investments primarily in the common stocks of established companies throughout the world, including the U.S.

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 management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the value ultimately realized upon sale or maturity.

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. 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 and paid annually. 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.

Credits The fund earns credits on temporarily uninvested cash balances held at the custodian, which reduce the fund’s custody charges. Custody expense in the accompanying financial statements is presented before reduction for credits.

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.

The fund’s financial instruments are reported at fair value as defined by 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 Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (OTC) 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 private placements, 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 (the Board). Subject to oversight by the Board, the Valuation Committee develops pricing-related policies and procedures and approves all fair-value determinations. The Valuation Committee regularly makes good faith judgments, using a wide variety of sources and information, to establish and adjust valuations of certain securities as events occur and circumstances warrant. For instance, in determining the fair value of private-equity instruments, the Valuation Committee considers a variety of factors, including the company’s business prospects, its financial performance, strategic events impacting the company, relevant valuations of similar companies, new rounds of financing, and any negotiated transactions of significant size between other investors in the company. Because any fair-value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. 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, the fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair value, 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. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the fund routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices. Additionally, trading in the underlying securities of the fund may take place in various foreign markets on certain days when the fund is not open for business and does not calculate a net asset value. As a result, net asset values may be significantly affected on days when shareholders cannot make transactions.

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

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. For example, non-U.S. equity securities actively traded in foreign markets generally are reflected in Level 2 despite the availability of closing prices because the fund evaluates and determines whether those closing prices reflect fair value at the close of the NYSE or require adjustment, as described above. The following table summarizes the fund’s financial instruments, based on the inputs used to determine their values on October 31, 2011:

Following is a reconciliation of the fund’s Level 3 holdings for the year ended October 31, 2011. Gain (loss) reflects both realized and change in unrealized gain (loss) on Level 3 holdings during the period, if any, and is included on the accompanying Statement of Operations. The change in unrealized gain (loss) on Level 3 instruments held at October 31, 2011, totaled $176,000 for the year ended October 31, 2011.

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 October 31, 2011, approximately 16% of the fund’s net assets were invested, either directly or through investments in T. Rowe Price institutional funds, 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 $143,261,000 and $187,324,000, respectively, for the year ended October 31, 2011.

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 the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

Reclassifications between income and gain relate primarily to the character of net currency losses. For the year ended October 31, 2011, 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 October 31, 2011 and October 31, 2010, totaled $1,297,000 and $1,728,000, respectively, and were characterized as ordinary income for tax purposes. At October 31, 2011, 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 for tax purposes. The fund intends to retain realized gains to the extent of available capital loss carryforwards. During the year ended October 31, 2011, the fund utilized $26,649,000 of capital loss carryforwards. The fund’s available capital loss carryforwards as of October 31, 2011, expire as follows: $1,895,000 in fiscal 2016, and $42,266,000 in fiscal 2017. As a result of the Regulated Investment Company Modernization Act of 2010, net capital losses realized in future fiscal years may be carried forward for an unlimited period of time but must be used before capital loss carryforwards with expiration dates. Accordingly, it is possible that a substantial portion of the fund’s current capital loss carryforwards could expire unused.

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The fund was previously managed by T. Rowe Price International, Inc. (Price International), which was merged into its parent company, Price Associates, effective at the close of business on December 31, 2010. Thereafter, Price Associates assumed responsibility for all of Price International’s existing investment management contracts, and Price International ceased all further operations. The corporate reorganization was designed to simplify Price Group’s corporate structure related to its international business and was intended to result in no material changes in the nature, quality, level, or cost of services provided to the T. Rowe Price funds.

The investment management agreement between the fund and Price Associates provides for an annual investment management fee equal to 0.65% of the fund’s average daily net assets. The fee is computed daily and paid monthly.

The fund is also subject to a contractual expense limitation through February 28, 2013. During the limitation period, Price Associates is required to waive its management fee and reimburse the fund for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the fund’s ratio of annualized total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.75%. For a period of three years after the date of any reimbursement or waiver, the fund is required to repay Price Associates for expenses previously reimbursed and management fees waived to the extent its net assets have grown or expenses have declined sufficiently to allow repayment without causing the fund’s expense ratio to exceed its expense limitation. Pursuant to this agreement, management fees in the amount of $140,000 were waived during the year ended October 31, 2011. Including these amounts, management fees waived in the amount of $464,000 remain subject to repayment at October 31, 2011.

In addition, the fund has entered into service agreements with Price Associates and a wholly owned subsidiary of Price Associates (collectively, Price). Price Associates computes the daily share price and provides certain other administrative services to the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund’s transfer and dividend disbursing agent. For the year ended October 31, 2011, expenses incurred pursuant to these service agreements were $121,000 for Price Associates and less than $1,000 for T. Rowe Price Services, Inc. The total amount payable at period-end pursuant to these service agreements is reflected as Due to Affiliates in the accompanying financial statements.

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.

Pursuant to its prospectus, the fund may borrow up to 33 1/3% of its total assets. Price Associates has developed a program that provides temporary liquidity under an interfund borrowing agreement between the fund and other T. Rowe Price-sponsored mutual funds. The program permits the borrowing and lending of cash at rates beneficial to both the borrowing and lending funds. Pursuant to program guidelines, loans totaling 10% or more of a borrowing fund’s total assets require collateralization at 102% of the value of the loan; loans of less than 10% are unsecured. During the year ended October 31, 2011, the fund incurred $1,000 in interest expense related to outstanding borrowings on two days in the average amount of $9,000,000 and at an average annual rate of 1.19%. At October 31, 2011, there were no borrowings outstanding.

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

In our opinion, the accompanying statement of assets and liabilities, including the portfolio 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 Global Equity Fund (one of the portfolios comprising T. Rowe Price Institutional International Funds, Inc., hereafter referred to as the “Fund”) at October 31, 2011, 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 five years in the period then ended, 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 October 31, 2011 by correspondence with the custodian and brokers, and confirmation of the underlying funds by correspondence with the transfer agent, provide a reasonable basis for our opinion.

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 $185,000 from short-term capital gains.

For taxable non-corporate shareholders, $1,197,000 of the fund’s income represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, $740,000 of the fund’s income qualifies for the dividends-received deduction.

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 website, sec.gov. The description of our proxy voting policies and procedures is also available on our website, 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 website and through the SEC’s website. To access it through our website, follow the directions above, then click on the words “Proxy Voting Records” on the right side of the Proxy Voting Policies page.

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 website (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 overseen 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 the Board’s members are independent of T. Rowe Price Associates, Inc. (T. Rowe Price), and its affiliates; “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 1-800-638-5660.

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.

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.

(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 $1,632,000 and $1,429,000, 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.

(a) 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.

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

(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.

(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	December 16, 2011

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	December 16, 2011


By	/s/ Gregory K. Hinkle
	Gregory K. Hinkle
	Principal Financial Officer

Date	December 16, 2011

Independent Directors

Name
(Year of Birth)		Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During
Year Elected		the Past Five Years

William R. Brody (1944)		President and Trustee, Salk Institute for Biological Studies (2009 to present); Director, Novartis, Inc. (2009
2009		to present); Director, IBM (2007 to present); President and Trustee, Johns Hopkins University (1996 to 2009);
		Chairman of Executive Committee and Trustee, Johns Hopkins Health System (1996 to 2009)

Jeremiah E. Casey (1940)		Retired
2006

Anthony W. Deering (1945)		Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director, Under Armour (2008 to pres-
1991		ent); Director, Vornado Real Estate Investment Trust (2004 to present); Director, Mercantile Bankshares (2002 to
		2007); Director and Member of the Advisory Board, Deutsche Bank North America (2004 to present)

Donald W. Dick, Jr. (1943)		Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present)
1989

Karen N. Horn (1943)		Senior Managing Director, Brock Capital Group, an advisory and investment banking firm (2004 to present);
2003		Director, Eli Lilly and Company (1987 to present); Director, Simon Property Group (2004 to present); Director,
		Norfolk Southern (2008 to present); Director, Fannie Mae (2006 to 2008)

Theo C. Rodgers (1941)		President, A&R Development Corporation (1977 to present)
2006

John G. Schreiber (1946)		Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder
2001		and Partner, Blackstone Real Estate Advisors, L.P. (1992 to present); Director, General Growth Properties, Inc.
		(2010 to present)

Mark R. Tercek (1957)		President and Chief Executive Officer, The Nature Conservancy (2008 to present); Managing Director, The Goldman
2009		Sachs Group, Inc. (1984 to 2008)

*Each independent director oversees 130 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**		Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During
Price Portfolios Overseen]		the Past Five Years

Edward C. Bernard (1956)		Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price
2006 [130]		Group, Inc.; Chairman of the Board, Director, and President, T. Rowe Price Investment Services, Inc.; Chairman
		of the Board and Director, T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings Bank, and T. Rowe
		Price Services, Inc.; Chairman of the Board, Chief Executive Officer, and Director, T. Rowe Price International;
		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 [74]		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)

Ulle Adamson, CFA (1979)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Christopher D. Alderson (1962)		Director and President–International Equity, T. Rowe Price International;
President		Company’s Representative, Director, and Vice President, Price Hong Kong;
		Director and Vice President, Price Singapore; Vice President, T. Rowe Price
		Group, Inc.

Paulina Amieva (1981)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Oliver Bell, IMC (1969)		Vice President, T. Rowe Price International; formerly Head of Global
Executive Vice President		Emerging Markets Research, Pictet Asset Management Ltd. (to 2011);
		Portfolio Manager of Africa and Middle East portfolios and other emerging
		markets strategies, Pictet Asset Management Ltd. (to 2009)

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 International
Executive Vice President

Jose Costa Buck (1972)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Richard N. Clattenburg, CFA (1979)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price
Executive Vice President		International

Michael J. Conelius, CFA (1964)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price
Executive Vice President		International, and T. Rowe Price Trust Company

Richard de los Reyes (1975)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly
Vice President		Analyst, Soros Fund Management (to 2006)

Mark J.T. Edwards (1957)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Executive Vice President

David J. Eiswert, CFA (1972)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price
Vice President		International

Roger L. Fiery III, CPA (1959)		Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe
Vice President		Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust
		Company

Robert N. Gensler (1957)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price
Executive Vice President		International

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 Group, Inc., and T. Rowe Price International
Vice President

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)

Leigh Innes, CFA (1976)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Randal Spero Jenneke (1971)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International;
Vice President		formerly Senior Portfolio Manager, Australian Equities (to 2010)

Kris H. Jenner, M.D., D.Phil. (1962)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price
Vice President		International

Yoichiro Kai (1973)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International;
Vice President		formerly Japanese Financial/Real Estate Sector Analyst/Portfolio Manager,
		Citadel Investment Group, Asia Limited (to 2009); Research Analyst,
		Japanese Equities & Sector Fund Portfolio Manager, Fidelity Investments
		Japan Limited (to 2007)

Andrew J. Keirle (1974)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Executive Vice President

Ian D. Kelson (1956)		President–International Fixed Income, T. Rowe Price International; Vice
Executive Vice President		President, T. Rowe Price and T. Rowe Price Group, Inc.

Mark J. Lawrence (1970)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

David M. Lee, CFA (1962)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President

Patricia B. Lippert (1953)		Assistant Vice President, T. Rowe Price and T. Rowe Price Investment
Secretary		Services, Inc.

Anh Lu (1968)		Vice President, Price Hong Kong and T. Rowe Price Group, Inc.
Vice President

Daniel Martino, CFA (1974)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly
Vice President		Research Analyst and Co-portfolio Manager, Taurus Asset Management (to
		2006) and Onex Public Markets Group (to 2006)

Jonathan H.W. Matthews, CFA (1975)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International;
Vice President		formerly Analyst, Pioneer Investments (to 2008)

Susanta Mazumdar (1968)		Vice President, Price Singapore and T. Rowe Price Group, Inc.
Vice President

Raymond A. Mills, Ph.D., CFA (1960)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price
Executive Vice President		International, and T. Rowe Price Trust Company

Joshua Nelson (1977)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Executive Vice President

Jason Nogueira, CFA (1974)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Executive Vice President

David Oestreicher (1967)		Director and Vice President, T. Rowe Price Investment Services, Inc.,
Vice President		T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc.,
		and T. Rowe Price Trust Company; Vice President, Price Hong Kong, Price
		Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price
		International

Gonzalo Pángaro, CFA (1968)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Executive Vice President

Timothy E. Parker, CFA (1974)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President

Frederick A. Rizzo (1969)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International;
Vice President		formerly Analyst, F&C Asset Management (London) (to 2006)

Christopher J. Rothery (1963)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Executive Vice President

Federico Santilli, CFA (1974)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Executive Vice President

Sebastian Schrott (1977)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Deborah D. Seidel (1962)		Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price
Vice President		Investment Services, Inc.; Assistant Treasurer 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

Jonty Starbuck, Ph.D. (1975)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
Vice President

Dean Tenerelli (1964)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Eric L. Veiel, CFA (1972)		Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President

Julie L. Waples (1970)		Vice President, T. Rowe Price
Vice President

Christopher S. Whitehouse (1972)		Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International
Vice President

Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least 5 years.