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: 811-05833
| 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: April 30, 2013
Item 1. Report to Shareholders
 |
|
Institutional Global Large-Cap Equity Fund |
April 30,
2013 |
| Highlights |
- Global equities generated strong gains in the
past six months, helped by continued central bank intervention and improved growth set against attractive
valuations.
- The Institutional Global Large-Cap Equity
Fund returned 12.15% in the period but lagged its benchmark due to underperforming emerging markets and a strong
rally in defensive sectors.
- Valuations remain attractive, particularly in
emerging markets, and we continue to find opportunities among
high-quality companies with growing
franchises, strong cash flows, and solid balance sheets.
- Despite the recession in Europe and a slowdown in China, cost-control measures and profitability remain strong, and corporations are beginning to deploy their cash reserves to grow their businesses and benefit shareholders over the long term.
The views and opinions in this report were current as of April 30, 2013. 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.
Upcoming Shareholder Meeting
The T. Rowe Price funds will be holding a shareholder meeting in October. Shareholders will be asked to elect directors and consider changes to certain fundamental policies to permit the funds greater flexibility in managing their investment strategies.
Manager’s Letter
T. Rowe Price Institutional Global Large-Cap Equity
Fund
Dear Investor
Global stocks generated solid gains in the past six months amid improving economic conditions and aggressive moves by central banks to stimulate growth. Japan’s previously moribund stock market notched extraordinary gains as the government announced aggressive policies to promote growth and the Bank of Japan introduced efforts to devalue the yen. Emerging markets, in which the portfolio has a considerable allocation, lagged developed markets amid concerns about slowing growth. As a result, the fund’s performance, while strong, trailed the benchmark.
Performance Review
Your fund returned 12.15% for the six-month period ended April 30, 2013, lagging the MSCI All Country World Index Large Cap and the Lipper Global Multi-Cap Growth Funds Average, as shown in the Performance Comparison table. The fund’s long-term relative performance remained strong. Based on cumulative total return, Lipper ranked the Institutional Global Large-Cap Equity Fund 88 of 220, 66 of 149, and 12 of 105 global multi-cap growth funds for the one- and three-year and since-inception periods ended April 30, 2013, respectively.* (Past performance cannot guarantee future results.)
Market Review
Developed markets, led by Japan, performed strongly during the past six months. Japanese Prime Minister Shinzo Abe announced a wide-ranging set of reforms designed to wrest the country from the deflationary trap of falling prices and wages that has hampered the economy for most of the past two decades. The Bank of Japan said it would increase the amount of its annual purchases of government bonds to about 50 trillion yen to fight deflation and stimulate growth. The moves came as other central banks continued to implement easing measures. The European Central Bank (ECB) reduced interest rates, while the U.S. Federal Reserve said it would maintain its easy monetary policies until unemployment meaningfully recedes. With benign wage inflation and lower commodity costs on the horizon, the Fed appeared in no rush to turn off the monetary spigot, which further enticed investors into stocks and away from lower-yielding bonds.
Europe’s economic progress was less encouraging, and Japan’s move to devalue the yen didn’t please European exporters, which saw the euro gain on Japan’s currency weakness. Nonetheless, many global firms in Europe continued to benefit from healthy exports to emerging markets and the U.S., and most eurozone markets posted solid gains in the face of weak growth. Investors appeared encouraged that the stability in the eurozone continued to improve, despite occasional flare-ups such as the Cypriot banking crisis in March. Austerity programs designed in response to the region’s debt crisis have continued to weigh on many of the heavily indebted member nations, keeping several economies mired in recession.
Equity returns in emerging markets were more modest. The MSCI Emerging Markets Index sank to its lowest level in almost five months following China’s release of surprisingly weak first-quarter gross domestic product data on April 15, which triggered steep declines in gold, copper, and other commodities. However, the index managed to bounce back by month-end as buyers took advantage of the declines. Latin American markets were mixed, with Brazil recovering late in the period despite an increase in inflation and interest rate expectations.
Portfolio Review and Strategy
Our focus remains on applying fundamental research to identify stocks with the best prospects for long-term gains. While we believe that valuations vary in their attractiveness on a company level, we have maintained a relatively neutral sector stance in aggregate. On a regional level, we continue to maintain a significant exposure to emerging markets, where equity valuations remain attractive, particularly given the lagging performance of the BRIC countries, which are Brazil, Russia, India, and China. We have trimmed some positions in the smaller emerging markets that have performed extraordinarily well in recent years. We also reduced some of our health care holdings and used the proceeds to fund an increase in the financials sector, where we see many attractively valued companies in emerging markets and in the U.S., Europe, and Japan.
While Europe continues to struggle under its debt obligation, the ECB’s actions in 2012 have made many European countries less reliant on external financing to fund their deficits, which has reduced pressure in capital markets. This prompted us to initiate a position in Banco Bilbao Vizcaya Argentaria, an attractively valued Spanish bank that we believe will benefit from the elimination of many smaller banks in its home market, low funding costs, and stabilizing credit quality. The institution also has a strong presence in consumer-rich Latin America. Likewise, Nigeria’s Guaranty Trust Bank has exposure to the country’s promising demographics, which has fueled extraordinary loan growth and return on equity. We have long believed in the economic promise of Turkey, and our investments in Turkish financials have performed well. These healthy and well-managed banks have been helped by falling interest rates and expectations for stronger economic and loan growth in 2013. Turkiye Halk Bankasi is one of the portfolio’s top holdings. We also hold Turkiye Garanti Bankasi. (Please refer to the portfolio of investments for a detailed list of holdings and the amount each represents in the portfolio.)
As noted previously, some of the major emerging markets have faltered in recent months and lagged the index. Brazil has been beset by weaker economic growth and rising inflation. Nonetheless, we continue to hold several well-positioned banks that have become more attractively valued.
The U.S. recovery, particularly the improving housing market, prompted us to eliminate our position in Bank of America, which had performed well. We used the proceeds to initiate a position in State Street (U.S.), which stands to benefit from rising interest rate expectations and improved margins. We also bought PNC Financial Services Group, a well-run U.S. bank with a substantial presence in the southeast, midwest, and mid-Atlantic regions. In Japan, we bought real estate company Mitsui Fudosan and insurance company Tokio Marine Holdings, both of which have exposure to improved domestic growth prospects.
We maintained an overweight to information technology and remain positioned to benefit from the transition toward greater mobile computing, increased Internet usage, and growing consumption levels in emerging markets. We initiated a position in U.S. social media company Facebook, which has begun to make significant strides in mobile adoption. While the company’s valuation is not inexpensive, we believe its long-term prospects have improved, and we bought shares on weakness. Chinese mobile search company Baidu fell on disappointing earnings, and we reduced our position. However, we continue to believe Baidu is a long-term growth story and is well positioned to increase its market share in mobile search. We initiated a position in Iliad, the leading alternative broadband provider in France. Iliad recently launched a mobile telephone service that is rapidly gaining market share. Apple declined as investors grew increasingly concerned about the company’s competitive position in smartphones and its lack of new products. The company’s launch of the iPhone 5 was underwhelming, and we did not anticipate the degree to which the stock would impact investor sentiment. However, while its growth profile has slowed, we believe the company’s loyal customer base and its extraordinary integration of multiple devices bodes well. We also expect the company to launch new competitively priced devices that reach more consumers, particularly in emerging markets, and believe the stock is trading at a discount. We initiated a position in U.S. semiconductor producer Avago Technologies. The company’s wireless telecommunications, networking, and industrials end markets are expanding, and the company’s management team has thoughtfully deployed resources.
Within industrials and business services, our stocks in the aerospace and defense segment performed well, driven by growing demand, low commodities prices, and increased capital spending. United Technologies (U.S.), Boeing (U.S.), and Rolls-Royce Holdings (UK) had strong performance in the last six months. Likewise, Precision Castparts (U.S.), which we bought last year, also has exposure to commercial aerospace through its commercial metal components and castings products. We initiated a position in Delta Air Lines, as we believe the U.S. carrier, one of only four dominant players in the country, is further along in its restructuring efforts than most competitors. Indeed, the U.S. airline industry is steadily moving toward an improved competitive position.
We reduced our underweight to the health care sector following the recent strong performance of many positions, including U.S. companies Alexion Pharmaceuticals, Thermo Fisher Scientific, and health care technology provider Cerner. We retained our position in biotechnology company Gilead Sciences (U.S.), which was a top contributor and remains one of the industry’s foremost innovators. We eliminated Merck (U.S.) on strength after the company revealed disappointing developments in several pipeline drugs, diminishing our enthusiasm for the stock.
We remain underweight to energy due to modest growth expectations and our view that the commodities supercycle is coming to an end. While we reduced our exposure to companies dependent on rising commodities prices to boost profits, we retained our allocation to U.S. oil and natural gas producers, including Range Resources and Apache, and bought Concho Resources. We eliminated pipeline company Spectra Energy (U.S.) due to concerns over its earnings outlook. We bought U.S. coastal oil refiner Phillips 66, which reported strong cash flow and capital allocation in its recent earnings report, and it appears well positioned to continue producing refined oil products at a significant discount to competitors.
In the consumer discretionary sector, we initiated a position in Japanese car manufacturer Honda, which performed well due in part to the devalued yen. The company also has a strong competitive profile in the U.S. and Europe and has experienced solid earnings growth. Auto components maker Hyundai Mobis (South Korea) faltered on a labor dispute, which hampered production and resulted in weak earnings. However, the stock is favorably valued, and we expect improved earnings once the company fully restores output.
Our consumer staples holdings have considerable exposure to emerging markets, where the growing middle class has rewarded many global companies with operations in their regions. Procter & Gamble (U.S.) has improved its pricing model, and profit margins should benefit over the medium term. The company has built a strong base in emerging markets, which should support expansion. We also initiated a position in South African supermarket chain Shoprite Holdings following stock price and currency weakness, which provided an attractive entry point. The company has a dominant position in South Africa, and we believe its strong management team is well equipped to steer the company to other fertile areas of Africa.
Outlook
The Bank of Japan became the final large central bank to ride to the monetary rescue, and the measures, which took a long time coming, have given equities a major lift. We believe the country’s political class may be ready to tackle the fiscal, structural, and regulatory issues that would benefit the economy’s long-term prospects. The Fed and ECB have, of course, provided critical support in the past six months, which has helped many weakening economies avoid worse fates. The U.S. recovery has strengthened, as evidenced by improvements in the housing market, employment, and consumer sentiment. Europe continues to find its way through political and social differences, and the aspiration of a truly unified Europe remains a work in progress.
Many of the larger emerging markets have struggled with slowing growth and increased inflation. However, we believe they are taking steps to move toward consumption-driven economies that will result in a stronger middle class. Indeed, we expect many of our investments in the financials, consumer discretionary, and industrials and business services sectors to benefit from this durable trend.
We recognize that the recent strong rally may weaken and are intent on identifying stocks that are growing earnings because of their business models—companies with unique products and a demonstrated ability to innovate, adapt, and capitalize on consumer growth trends. We believe our portfolio holdings can increase their pricing power and earnings growth if they execute successfully in the months ahead.
As always, thank you for investing with T. Rowe Price.
Respectfully submitted,
R. Scott Berg
Chairman of the fund’s Investment Advisory
Committee
May 14, 2013
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.
| Risks of International Investing |
Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Funds investing in a single country or in a limited geographic region tend to be riskier than more diversified funds. Risks can result from varying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.
| Glossary |
Gross domestic product: The total market value of all goods and services produced in a country in a given year.
Lipper averages: The average of available mutual fund performance returns in categories defined by Lipper Inc.
MSCI All Country World Index Large Cap: A capitalization-weighted index of stocks from developed and emerging markets worldwide.
Portfolio Highlights
Performance and
Expenses
T. Rowe Price Institutional
Global Large-Cap Equity Fund
| 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 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.
Financial Highlights
T. Rowe Price Institutional Global Large-Cap Equity
Fund
(Unaudited)
The accompanying notes are an integral part of these financial statements.
Portfolio of
Investments‡
T. Rowe Price Institutional Global Large-Cap Equity
Fund
April 30, 2013 (Unaudited)
The accompanying notes are an integral part of these financial statements.
Statement of Assets and
Liabilities
T. Rowe Price
Institutional Global Large-Cap Equity Fund
April 30, 2013 (Unaudited)
($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 Global Large-Cap Equity Fund
(Unaudited)
($000s)
The accompanying notes are an integral part of these financial statements.
Statement of Changes in Net
Assets
T. Rowe Price Institutional
Global Large-Cap Equity Fund
(Unaudited)
($000s)
The accompanying notes are an integral part of these financial statements.
Notes to Financial
Statements
T. Rowe Price
Institutional Global Large-Cap Equity Fund
April 30, 2013
(Unaudited)
T. Rowe Price Institutional International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional Global Large-Cap Equity Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund commenced operations on October 27, 2008. The fund seeks long-term growth of capital through investments primarily in the common stocks of large-cap companies throughout the world, including the U.S.
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 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.
New Accounting Guidance In December 2011, the Financial Accounting Standards Board issued amended guidance requiring an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013. Adoption will have no effect on the fund’s net assets or results of operations.
NOTE 2 - VALUATION
The fund’s financial instruments are valued and its net asset value (NAV) per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for business.
Fair Value The fund’s financial instruments are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The T. Rowe Price Valuation Committee (the Valuation Committee) has been established by the fund’s Board of Directors (the Board) to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees pricing-related policies and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes procedures to value securities; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; oversees the selection, services, and performance of pricing vendors; oversees valuation-related business continuity practices; and provides guidance on internal controls and valuation-related matters. The Valuation Committee reports to the fund’s Board; is chaired by the fund’s treasurer; and has representation from legal, portfolio management and trading, operations, and risk management.
Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:
Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date
Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads)
Level 3 – unobservable inputs
Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.
Valuation Techniques 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. OTC Bulletin Board securities are valued at the mean of the closing 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 closing bid and asked prices for domestic securities and the last quoted sale or closing price for international securities.
For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted to reflect the fair value of such securities at the close of the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, the fund will adjust the previous quoted 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 quoted 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. The 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 quoted prices and information to evaluate and/or adjust those prices. The fund cannot predict how often it will use quoted 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 quoted prices, the next day’s opening prices in the same markets, and adjusted prices.
Actively traded domestic equity securities generally are categorized in Level 1 of the fair value hierarchy. Non-U.S. equity securities generally are categorized in Level 2 of the fair value hierarchy despite the availability of quoted prices because, as described above, the fund evaluates and determines whether those quoted prices reflect fair value at the close of the NYSE or require adjustment. OTC Bulletin Board securities, certain preferred securities, and equity securities traded in inactive markets generally are categorized in Level 2 of the fair value hierarchy.
Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation and are categorized in Level 1 of the fair value hierarchy.
Assets and liabilities other than financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.
Thinly traded financial instruments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee. The objective of any fair value pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair valued by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities that are not publicly traded.
Subject to oversight by the Board, the Valuation Committee regularly makes good faith judgments to establish and adjust the fair valuations of certain securities as events occur and circumstances warrant. For instance, in determining the fair value of an equity investment with limited market activity, such as a private placement or a thinly traded public company stock, the Valuation Committee considers a variety of factors, which may include, but are not limited to, the issuer’s business prospects, its financial standing and performance, recent investment transactions in the issuer, new rounds of financing, negotiated transactions of significant size between other investors in the company, relevant market valuations of peer companies, strategic events affecting the company, market liquidity for the issuer, and general economic conditions and events. In consultation with the investment and pricing teams, the Valuation Committee will determine an appropriate valuation technique based on available information, which may include both observable and unobservable inputs. The Valuation Committee typically will afford greatest weight to actual prices in arm’s length transactions, to the extent they represent orderly transactions between market participants; transaction information can be reliably obtained; and prices are deemed representative of fair value. However, the Valuation Committee may also consider other valuation methods such as market-based valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; or some combination. Fair value determinations are reviewed on a regular basis and updated as information becomes available, including actual purchase and sale transactions of the issue. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions and fair value prices determined by the Valuation Committee could differ from those of other market participants. Depending on the relative significance of unobservable inputs, including the valuation technique(s) used, fair valued securities may be categorized in Level 2 or 3 of the fair value hierarchy.
Valuation Inputs The following table summarizes the fund’s financial instruments, based on the inputs used to determine their fair values on April 30, 2013:
There were no material transfers between Levels 1 and 2 during the period.
NOTE 3 - 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 April 30, 2013, approximately 28% 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 $66,114,000 and $56,967,000, respectively, for the six months ended April 30, 2013.
NOTE 4 - 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 amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of the date of this report.
The fund intends to retain realized gains to the extent of available capital loss carryforwards. Net realized capital losses may be carried forward indefinitely to offset future realized capital gains. As of October 31, 2012, the fund had $1,353,000 of available capital loss carryforwards.
At April 30, 2013, the cost of investments for federal income tax purposes was $113,212,000. Net unrealized gain aggregated $15,378,000 at period-end, of which $18,397,000 related to appreciated investments and $3,019,000 related to depreciated investments.
NOTE 5 - RELATED PARTY TRANSACTIONS
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 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, 2015. 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 $85,000 were waived during the six months ended April 30, 2013. Including these amounts, management fees waived and expenses previously reimbursed by Price Associates in the amount of $627,000 remain subject to repayment by the fund at April 30, 2013.
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 six months ended April 30, 2013, expenses incurred pursuant to these service agreements were $60,000 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.
As of April 30, 2013, T. Rowe Price Group, Inc., and/or its wholly owned subsidiaries owned 500,000 shares of the fund, representing 8% of the fund’s net assets.
| Information on Proxy Voting Policies, Procedures, and Records |
A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund’s Statement of Additional Information. You may request this document 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 “Social Responsibility” at the top of our corporate homepage. Next, click on the words “Conducting Business Responsibly” on the left side of the page that appears. Finally, click on the words “Proxy Voting Policies” on the left side of the page that appears.
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 to reach the “Conducting Business Responsibly” page. Click on the words “Proxy Voting Records” on the left side of that page, and then click on the “View Proxy Voting Records” link at the bottom of the page that appears.
| 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 website (sec.gov); hard copies may be reviewed and copied at the SEC’s Public Reference Room, 100 F St. N.E., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330.
| Approval of Investment Management Agreement |
On March 5, 2013, the fund’s Board of Directors (Board), including a majority of the fund’s independent directors, approved the continuation of the investment management agreement (Advisory Contract) between the fund and its investment advisor, T. Rowe Price Associates, Inc. (Advisor). In connection with their deliberations, the Board requested, and the Advisor provided, such information as the Board (with advice from independent legal counsel) deemed reasonably necessary. The Board considered a variety of factors in connection with its review of the Advisory Contract, also taking into account information provided by the Advisor during the course of the year, as discussed below:
Services Provided by the
Advisor
The Board considered the
nature, quality, and extent of the services provided to the fund by the Advisor.
These services included, but were not limited to, directing the fund’s
investments in accordance with its investment program and the overall management
of the fund’s portfolio, as well as a variety of related activities such as
financial, investment operations, and administrative services; compliance;
maintaining the fund’s records and registrations; and shareholder
communications. The Board also reviewed the background and experience of the
Advisor’s senior management team and investment personnel involved in the
management of the fund, as well as the Advisor’s compliance record. The Board
concluded that it was satisfied with the nature, quality, and extent of the
services provided by the Advisor.
Investment Performance of the Fund
The Board reviewed the fund’s
three-month, one-year, and year-by-year returns, as well as the fund’s average
annualized total return since inception, and compared these returns with a wide
variety of previously agreed upon comparable performance measures and market
data, including those supplied by Lipper and Morningstar, which are independent
providers of mutual fund data.
On the basis of this evaluation and the Board’s ongoing review of investment results, and factoring in the relative market conditions during certain of the performance periods, the Board concluded that the fund’s performance was satisfactory.
Costs, Benefits, Profits, and
Economies of Scale
The Board reviewed
detailed information regarding the revenues received by the Advisor under the
Advisory Contract and other benefits that the Advisor (and its affiliates) may
have realized from its relationship with the fund, including any research
received under “soft dollar” agreements and commission-sharing arrangements with
broker-dealers. The Board considered that the Advisor may receive some benefit
from soft-dollar arrangements pursuant to which research is received from
broker-dealers that execute the applicable fund’s portfolio transactions. The
Board received information on the estimated costs incurred and profits realized
by the Advisor from managing T. Rowe Price mutual funds. While the Board did not
review information regarding profits realized from managing the fund in
particular because the fund had not achieved sufficient scale to produce
meaningful profit margin percentages, the Board concluded that the Advisor’s
profits were reasonable in light of the services provided to the
funds.
The Board also considered whether the fund benefits under the fee levels set forth in the Advisory Contract from any economies of scale realized by the Advisor. Under the Advisory Contract, the fund pays a fee to the Advisor for investment management services based on the fund’s average daily net assets and the fund pays its own expenses of operations (subject to an expense limitation agreed to by the Advisor). The Board concluded that the advisory fee structure for the fund continued to be appropriate.
Fees
The Board was provided with information regarding
industry trends in management fees and expenses, and the Board reviewed the
fund’s management fee rate, operating expenses, and total expense ratio in
comparison to fees and expenses of other comparable funds based on information
and data supplied by Lipper. The information provided to the Board indicated
that the fund’s management fee rate (after including reductions of the
management fee that resulted from fee waivers and/or expenses paid by the
Advisor) was at or below the median for comparable funds and the fund’s total
expense ratio was below the median for comparable funds.
The Board also reviewed the fee schedules for institutional accounts and private accounts with similar mandates that are advised or subadvised by the Advisor and its affiliates. Management provided the Board with information about the Advisor’s responsibilities and services provided to institutional account clients, including information about how the requirements and economics of the institutional business are fundamentally different from those of the mutual fund business. The Board considered information showing that the mutual fund business is generally more complex from a business and compliance perspective than the institutional business and that the Advisor generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price mutual funds than it does for institutional account clients.
On the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory Contract are reasonable.
Approval of the Advisory
Contract
As noted, the Board approved
the continuation of the Advisory Contract. No single factor was considered in
isolation or to be determinative to the decision. Rather, the Board concluded,
in light of a weighting and balancing of all factors considered, that it was in
the best interests of the fund and its shareholders for the Board to approve the
continuation of the Advisory Contract (including the fees to be charged for
services thereunder). The independent directors were advised throughout the
process by independent legal counsel.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. 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 filed with the registrant’s annual Form N-CSR.
(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Institutional International Funds, Inc.
| By | /s/ Edward C. Bernard | |
| Edward C. Bernard | ||
| Principal Executive Officer | ||
| Date June 18, 2013 | ||
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ Edward C. Bernard | |
| Edward C. Bernard | ||
| Principal Executive Officer | ||
| Date June 18, 2013 | ||
| By | /s/ Gregory K. Hinkle | |
| Gregory K. Hinkle | ||
| Principal Financial Officer | ||
| Date June 18, 2013 | ||