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) |
Registrants telephone number, including area
code: (410) 345-2000
Date of fiscal year end: October
31
Date of reporting period: October 31, 2014
Item 1. Report to Shareholders
Institutional Global Value Equity Fund |
October
31, 2014 |
Highlights |
The views and opinions in this report were current as of October 31, 2014. 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 funds 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.
Managers Letter
T. Rowe Price Institutional Global Value Equity
Fund
Dear Investor
Global stocks recorded modest overall gains in U.S. dollar terms during the 12 months ended October 31, 2014, but results varied widely among countries and regions. The U.S. accounted for the lions share of positive results as the economic recovery continued to grind ahead even as the Federal Reserve ended its asset purchase program and prepared to begin raising interest rates in 2015. Nascent recoveries in Europe and Japan appeared to lose steam in the latter half of our reporting period, while emerging markets generated mixed results. The U.S. dollar strengthened against many developed and emerging markets currencies, which eroded returns for U.S. investors.
As shown in the Performance Comparison table, the Institutional Global Value Equity Fund returned 2.72% and 12.15% for the 6- and 12-month periods ended October 31, 2014, respectively. The fund edged out the MSCI World Index for the six-month period and outperformed by a wider margin for the fiscal year. The fund comfortably outpaced its Lipper peer group average over both periods. Our information technology and health care shares climbed more than 25% for the 12-month period. Utilities, consumer staples, financials, materials, and industrials and business services saw smaller double-digit gains. Consumer discretionary was modestly positive, and our energy shares declined. Stock selection was particularly beneficial to results versus the MSCI benchmark, and sector weightings were also helpful. We enjoyed strong relative results from our exposure to the U.S. and developed Europe, while Japan, Canada, and the emerging Europe, Middle East, and Africa (EMEA) region weighed on relative performance.
Market Environment
U.S. stocks significantly outpaced equities in other regions for the 12-month reporting period, with the large-cap Standard & Poors 500 Index returning more than 17%. Stocks rallied in response to the Federal Reserves mid-December 2013 announcement that it would start to taper its bond purchases in $10 billion monthly increments beginning in January 2014, a more gradual pace than investors had expected. Data released over the course of the reporting period showed a fairly steady improvement in the U.S. labor market and economic growth. U.S. stocks reached new highs in mid-September before dropping again amid a sudden uptick in market volatility. By October 2014, the unemployment rate had dropped to 5.8%, and the economy expanded at a 3.5% annual rate in the third quarter of 2014. The Fed ended its quantitative easing program in October, and investors continued to expect an initial rate increase from the central bank in mid-2015.
Stocks in developed European markets fell slightly for the 12-month period and underperformed U.S. shares. The European Central Bank (ECB) cut interest rates toward the end of 2013, contributing to a market rally that extended into the early months of 2014. However, investors increasingly became concerned about stagnant economic growth as 2014 progressed, which led to a sharp downturn in European equities in the latter half of our reporting period. In an effort to stimulate the regions economy, the ECB reduced its benchmark lending rate again in June and September and announced that it would start to buy asset-backed securities and certain types of secured debt. The ECB stopped short of announcing full-scale quantitative easing but may be compelled to do so if economic growth continues to stagnate and inflation remains low.
Stocks in Japan also fell modestly for the funds annual reporting period. Economic growth was strong in the first half of the year, as a series of fiscal and monetary stimulus measures enacted by Prime Minister Shinzo Abe helped to spur economic growth. Consumers contributed to the rally as they increased their spending prior to an April 1 sales tax increase. Growth faltered after the tax increase, however, as consumers and businesses cut back on spending, and manufacturing activity slowed due to declining sales and a buildup of inventories. While the tax hike has curbed import demand somewhat, export growth remains lackluster despite a significant drop in the yen versus the U.S. dollar over the past year.
Emerging markets stocks managed a slight overall gain, but returns varied across countries and regions. Shares in India surged higher, propelled by the election of Narendra Modis probusiness government, which introduced a number of measures to strengthen and stimulate the economy and fight widespread corruption. Stocks in China fared reasonably well after the economy appeared to stabilize in the wake of targeted stimulus measures early this year to stem a sharper-than-expected economic slowdown. Latin American markets generated mixed results, with Mexico gaining and Brazil and Chile falling. Shares in the emerging EMEA region tumbled due to heightened geopolitical tensions in Ukraine and key parts of the Middle East.
Portfolio Strategy and Review
We believe that the generation of free cash flow drives stock price performance, and the relationship with economic growth is tenuous. Cash generation and cash allocation are the key components of value, in our view. Because we manage a relatively focused portfolio, we keep a close eye on risk, seeking to protect against losses by remaining disciplined from a valuation perspective. We believe that the market can be myopic and that time is the friend of the patient investor; that the market often misprices stocks involved in controversy and that fundamental research helps us to identify such opportunities; and that investors tend to undervalue cash flow generation and overvalue excitement.
Our investment style attempts to discern whether expectations as priced by the market are correct. Our ideal stock is a best-in-class company with durable competitive advantages and strong cash generation that is out of favor for temporary reasons. We are constantly looking for attractive risk/reward opportunities. Since these opportunities are relatively infrequent, we are willing to embrace the entire spectrum of value ideas, including lower-quality companies that can offer very high returns if our thesis plays out as expected.
We seek stocks where the market (i) undervalues the companys cash generation, (ii) fails to look beyond short-term cyclical challenges, or (iii) undervalues an asset due to temporary problems. Embracing controversy, being contrarian is at the heart of what we do. We intend to produce a well-diversified portfolio of risk-adjusted holdings while also maintaining a long-term orientation to allow us to fully exploit any valuation anomalies.
The funds information technology stocks generated double-digit gains and were the funds best absolute performers over the 12-month period. Stock selection helped results versus the MSCI World Index, but an underweight allocation detracted modestly. Semiconductor shares, including Micron Technology, Avago Technologies, and NXP Semiconductors were among the funds top contributors as improving global demand for faster, more energy-efficient chips boosted the industry. We eliminated some of our semiconductor positions on strength and initiated positions in stocks with more attractive risk/reward profiles. These purchases included hardware and business process improvement provider Xerox, market-leading disk drive manufacturer Western Digital, and Ricoh, one of the worlds largest office equipment makers. We eliminated our position in Cisco Systems and purchased shares of semiconductor company Applied Materials, which we believe has superior management and better growth opportunities. Overall, we believe that many of the cyclical growth opportunities in information technology have been played out, but we still like a number of names for their ability to generate cash. (Please refer to the portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)
Our health care stocks also posted strong gains over the past six months as investors favored more defensive, higher-yielding equities. Stock selection and an overweight allocation boosted performance versus the MSCI World Index. Pharmaceutical firms were particularly strong, led by Merck, Novartis, and AstraZeneca. Pfizer and GlaxoSmithKline bucked the positive trend among pharmaceutical stocks and weighed on results. Pfizer struggled in the wake of its bid to buy AstraZeneca, which was partly a failed attempt at a tax inversion strategy, while GlaxoSmithKline fell amid concerns about managements execution. We eliminated our shares in Glaxo due to those execution concerns and as part of our larger rotation out of the health care sector, where valuations for many stocks are nearing our expectations.
Our consumer discretionary shares eked out a modest gain for the reporting period. However, stock selection detracted from performance versus our benchmark. Our automobile stocks weighed heavily on performance amid sluggish global sales growth, and we eliminated positions in Nissan Motor, BMW, and Toyota Motor. We established positions in Asatsu and Sony. Asatsu is Japans third-largest advertising agency and was selling at an attractive valuation, which is particularly compelling if the Japanese economy returns to growth. Sony has been beaten down recently due to stiff competition and concerns about its stable of slower-growth businesses. However, we believe that the company will benefit from a new management team that is committed to restructuring lower-profit legacy businesses and focusing on areas with higher growth potential. We remain significantly underweight the consumer discretionary sector due to our belief that consumer spending will remain somewhat sluggish until the global economy recovers some positive momentum.
The funds energy shares struggled as falling global oil prices and tepid demand expectations punished the sector. Stock selection detracted from results versus the benchmark. Our holdings are concentrated in the oil, gas, and consumable fuels sector, with a smaller allocation to equipment and services. OW Bunker, BP, Chesapeake Energy, and Eni were especially weak performers, and we eliminated our positions in these stocks as we do not foresee a significant upturn in energy prices in the near future.
Investment Outlook
The U.S. economy has proven resilient in light of slowing economies overseas and should grow modestly, supported by decent job growth and better private sector demand. Inflation remains below the Federal Reserves 2% target, with some evidence that wage inflation has begun to trend modestly higher from a very low base. Fed policy remains broadly accommodative even as it contemplates the timing and pace of interest rate normalization, now expected to begin in mid- to late 2015. We are cautious about the U.S. market due to above-average valuations, but we are only modestly underweight given the size of the market and the concentration of our exposure.
In Europe, persistently low inflation coupled with leading economic indicators that suggest softer growth in the coming months could prompt the ECB to take more aggressive stimulus actions, perhaps including outright quantitative easing. Corporate earnings have generally disappointed in 2014, but negative earnings revisions have slowed of late, and the recent earnings season was better than expected. Equity valuations in Europe are appealing if the regions economy starts growing and earnings normalize, and we are overweight the region. However, we are mindful that additional monetary stimulus from the ECB could further weaken the euro and eat into returns for U.S. dollar-based investors.
In Japan, a consumption tax increase in early 2014 appeared to derail the growth trajectory achieved by 2013s fiscal and monetary stimulus measures. The long-term sustainability of Japans recovery depends on the passage of key structural reforms, and any recovery likely will take many years and feature bouts of volatility. There is encouraging evidence of a shift in Japans corporate culture as more companies transform business practices and improve governance standards, emphasizing shareholder-friendly policies that include dividend payments and share repurchases. We are modestly overweight Japan given current equity valuations that are well below pre-crisis levels, which should continue to provide medium-term support. Profit margins have significant room to expand if the global economy recovers.
Emerging markets economies and fiscal positions continue to diverge. Slowing growth in China and Brazil has hurt global trade and punished commodities, while other developing countries are showing signs of improvement in current accounts and currencies. While significant divergence exists across developing countries in terms of economic growth, inflation, and fiscal positions, many export-oriented companies should benefit from stronger U.S. growth. Near-term risks include a worse-than-expected slowdown in China or a crisis in its financial system, a sharp rise in U.S. rates as the Fed normalizes its rate policy, and geopolitical turmoil. Overall, emerging markets equity valuations are well below historical averages and appear favorable versus developed markets.
We are also mindful of the risks posed by the massive expansion of government and central bank balance sheets resulting from fiscal and monetary stimulus measures in the years since the global financial crisis, particularly in developed markets. Unless policymakers take effective measures to address the extraordinary levels of debt accrued over the past few years, they will have less room to maneuver during the next economic downturn. In addition, uncertainty over the direction and impact of tax and regulatory policies in many countries is weighing on business investment. On the other hand, we note that this uncertainty also serves to increase the entry barriers in many businesses, which is a positive for existing companies.
Our investment process is built upon fundamental research led by a global team of analysts and other investment professionals. They help us to identify undervalued companies with good prospects for appreciation. We believe this gives us a competitive advantage and should help us deliver strong returns for our clients over the coming years.
Thank you for your confidence and for investing with T. Rowe Price.
Respectfully submitted,
Sebastien Mallet
Chairman of the funds Investment Advisory
Committee
November 19, 2014
The committee chairman has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the funds investment program.
Risks of International Investing |
Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Risks can result from varying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.
Glossary |
Lipper averages: The averages of available mutual fund performance returns for specified periods in categories defined by Lipper Inc.
MSCI World Index: A capitalization-weighted index of stocks from developed and emerging markets worldwide.
Note: MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.
Portfolio Highlights
Performance and Expenses
T. Rowe Price Institutional Global Value Equity
Fund
Growth of $1 Million |
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 funds actual expense ratio and an assumed 5% per year
rate of return before expenses (not the funds 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 Value
Equity Fund
The accompanying notes are an integral part of these financial statements.
Portfolio of Investments
T. Rowe Price
Institutional Global Value Equity Fund
October 31, 2014
The accompanying notes are an integral part of these financial statements.
Statement of Assets and
Liabilities
T. Rowe Price Institutional
Global Value Equity Fund
October 31, 2014
($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 Value Equity
Fund
($000s)
The accompanying notes are an integral part of these financial statements.
Statement of Changes in Net
Assets
T. Rowe Price Institutional Global
Value Equity Fund
($000s)
The accompanying notes are an integral part of these financial statements.
Notes to Financial
Statements
T. Rowe Price Institutional
Global Value Equity Fund
October 31, 2014
T. Rowe Price Institutional International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional Global Value Equity Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund commenced operations on July 26, 2012. The fund seeks long-term capital appreciation.
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation The fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), including but not limited to ASC 946. GAAP requires 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. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of capital or capital gain for tax purposes, are reclassified when such information becomes available. 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.
Redemption Fees A 2% fee is assessed on redemptions of fund shares held for 90 days 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 June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-11, Transfers and Servicing (Topic 860), Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The ASU changes the accounting for certain repurchase agreements and expands disclosure requirements related to repurchase agreements, securities lending, repurchase-to-maturity and similar transactions. The ASU is effective for interim and annual reporting periods beginning after December 15, 2014. Adoption will have no effect on the funds net assets or results of operations.
NOTE 2 - VALUATION
The funds 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 funds 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 funds 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 Board; is chaired by the funds 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 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 days 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 funds closing NAV per share on the day of valuation and are categorized in Level 1 of the fair value hierarchy. Forward currency exchange contracts are valued using the prevailing forward exchange rate and are categorized in Level 2 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 issuers 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 arms 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 funds financial instruments, based on the inputs used to determine their fair values on October 31, 2014:
There were no material transfers between Levels 1 and 2 during the year ended October 31, 2014.
NOTE 3 - DERIVATIVE INSTRUMENTS
During the year ended October 31, 2014, the fund invested in derivative instruments. As defined by GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variable; it requires little or no initial investment and permits or requires net settlement. The fund invests in derivatives only if the expected risks and rewards are consistent with its investment objectives, policies, and overall risk profile, as described in its prospectus and Statement of Additional Information. The fund may use derivatives for a variety of purposes, such as seeking to hedge against declines in principal value, increase yield, invest in an asset with greater efficiency and at a lower cost than is possible through direct investment, or to adjust credit exposure. The risks associated with the use of derivatives are different from, and potentially much greater than, the risks associated with investing directly in the instruments on which the derivatives are based. The fund at all times maintains sufficient cash reserves, liquid assets, or other SEC-permitted asset types to cover its settlement obligations under open derivative contracts.
The fund values its derivatives at fair value, as described in Note 2, and recognizes changes in fair value currently in its results of operations. Accordingly, the fund does not follow hedge accounting, even for derivatives employed as economic hedges. Generally, the fund accounts for its derivatives on a gross basis. It does not offset the fair value of derivative liabilities against the fair value of derivative assets on its financial statements, nor does it offset the fair value of derivative instruments against the right to reclaim or obligation to return collateral.
As of October 31, 2014, the fund held foreign exchange derivatives with a fair value of $5,000, included in Unrealized gain on forward currency exchange contracts, and $9,000, included in Unrealized loss on forward currency exchange contracts, on the accompanying Statement of Assets and Liabilities.
Additionally, during the year ended October 31, 2014, the fund recognized $27,000 of realized gain on Foreign Currency Transactions and a $(5,000) change in unrealized gain/loss on Foreign Currency Transactions related to its investments in foreign exchange derivatives; such amounts are included on the accompanying Statement of Operations.
Counterparty Risk and Collateral The fund invests in derivatives, such as bilateral swaps, forward currency exchange contracts, or OTC options, that are transacted and settle directly with a counterparty (bilateral derivatives), and thereby expose the fund to counterparty risk. To mitigate this risk, the fund has entered into master netting arrangements (MNAs) with certain counterparties that permit net settlement under specified conditions and, for certain counterparties, also provide collateral agreements. MNAs may be in the form of International Swaps and Derivatives Association master agreements (ISDAs) or foreign exchange letter agreements (FX letters).
MNAs govern the ability to offset amounts the fund owes a counterparty against amounts the counterparty owes the fund (net settlement). Both ISDAs and FX letters generally allow net settlement in the event of contract termination and permit termination by either party prior to maturity upon the occurrence of certain stated events, such as failure to pay or bankruptcy. In addition, ISDAs specify other events, the occurrence of which would allow one of the parties to terminate. For example, a downgrade in credit rating of a counterparty would allow the fund to terminate while a decline in the funds net assets of more than a certain percentage would allow the counterparty to terminate. Upon termination, all bilateral derivatives with that counterparty would be liquidated and a net amount settled. ISDAs typically include collateral agreements whereas FX letters do not. Collateral requirements are determined based on the net aggregate unrealized gain or loss on all bilateral derivatives with each counterparty, subject to minimum transfer amounts that typically range from $100,000 to $250,000. Any additional collateral required due to changes in security values is transferred the next business day.
Collateral may be in the form of cash or debt securities issued by the U.S. government or related agencies. Cash and currencies posted by the fund are reflected as cash deposits in the accompanying financial statements and generally are restricted from withdrawal by the fund; securities posted by the fund are so noted in the accompanying Portfolio of Investments; both remain in the funds assets. Collateral pledged by counterparties is not included in the funds assets because the fund does not obtain effective control over those assets. For bilateral derivatives, collateral posted or received by the fund is held in a segregated account by the funds custodian. As of October 31, 2014, no collateral was pledged by either the fund or counterparties for bilateral derivatives.
Forward Currency Exchange Contracts The fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. It uses forward currency exchange contracts (forwards) primarily to protect its non-U.S. dollar-denominated securities from adverse currency movements relative to the U.S. dollar. A forward involves an obligation to purchase or sell a fixed amount of a specific currency on a future date at a price set at the time of the contract. Although certain forwards may be settled by exchanging only the net gain or loss on the contract, most forwards are settled with the exchange of the underlying currencies in accordance with the specified terms. Forwards are valued at the unrealized gain or loss on the contract, which reflects the net amount the fund either is entitled to receive or obligated to deliver, as measured by the difference between the forward exchange rates at the date of entry into the contract and the forward rates at the reporting date. Appreciated forwards are reflected as assets, and depreciated forwards are reflected as liabilities on the accompanying Statement of Assets and Liabilities. Risks related to the use of forwards include the possible failure of counterparties to meet the terms of the agreements; that anticipated currency movements will not occur, thereby reducing the funds total return; and the potential for losses in excess of the funds initial investment. During the year ended October 31, 2014, the volume of the funds activity in forwards, based on underlying notional amounts, was generally between 0% and 5% of net assets.
NOTE 4 - OTHER INVESTMENT TRANSACTIONS
Purchases and sales of portfolio securities other than short-term securities aggregated $8,467,000 and $9,264,000, respectively, for the year ended October 31, 2014.
NOTE 5 - FEDERAL INCOME TAXES
No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences.
The fund files U.S. federal, state, and local tax returns as required. The funds 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.
Distributions during the years ended October 31, 2014 and October 31, 2013, were characterized for tax purposes as follows:
At October 31, 2014, 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.
NOTE 6 - 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). Price Associates has entered into a subadvisory agreement(s) with one or more of its wholly owned subsidiaries, to provide investment advisory services to the fund. The investment management agreement between the fund and Price Associates provides for an annual investment management fee equal to 0.65% of the funds average daily net assets. The fee is computed daily and paid monthly.
The fund is also subject to a contractual expense limitation through February 29, 2016. 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 funds ratio of annualized total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.75%. The fund is required to repay Price Associates for expenses previously reimbursed and management fees waived to the extent its net assets grow or expenses decline sufficiently to allow repayment without causing the funds expense ratio to exceed its expense limitation. However, no repayment will be made more than three years after the date of a reimbursement or waiver. Pursuant to this agreement, management fees in the amount of $64,000 were waived and expenses in the amount of $164,000 were reimbursed by Price Associates during the year ended October 31, 2014. Including these amounts, management fees waived and expenses previously reimbursed by Price Associates in the amount of $575,000 remain subject to repayment by the fund at October 31, 2014.
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 funds transfer and dividend-disbursing agent. For the year ended October 31, 2014, expenses incurred pursuant to these service agreements were $144,000 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, the T. Rowe Price Government Reserve Investment Fund, or the T. Rowe Price Short-Term Reserve Fund (collectively, the Price Reserve Investment Funds), open-end management investment companies managed by Price Associates and considered affiliates of the fund. The Price Reserve Investment Funds are offered as short-term investment options to mutual funds, trusts, and other accounts managed by Price Associates or its affiliates and are not available for direct purchase by members of the public. The Price Reserve Investment Funds pay no investment management fees.
As of October 31, 2014, T. Rowe Price Group, Inc., or its wholly owned subsidiaries owned 700,000 shares of the fund, representing 100% of the funds net assets.
Report of Independent Registered Public Accounting Firm
To the Board of Directors of T. Rowe
Price Institutional International Funds, Inc. and
Shareholders of T. Rowe
Price Institutional Global Value 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 Value Equity Fund (one of the portfolios comprising T. Rowe Price Institutional International Funds, Inc., hereafter referred to as the Fund) at October 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, 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 Funds 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, 2014 by correspondence with the custodian and brokers, and confirmation of the underlying fund by correspondence with the transfer agent, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Baltimore,
Maryland
December 16, 2014
Tax Information (Unaudited) for the Tax Year Ended 10/31/14 |
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 funds distributions to shareholders included:
For taxable non-corporate shareholders, $214,000 of the funds income represents qualified dividend income subject to a long-term capital gains tax rate of not greater than 20%.
For corporate shareholders, $80,000 of the funds income qualifies for the dividends-received deduction.
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 funds Statement of Additional Information. You may request this document by calling 1-800-225-5132 or by accessing the SECs 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 funds most recent annual proxy voting record is available on our website and through the SECs 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 funds Form N-Q is available electronically on the SECs website (sec.gov); hard copies may be reviewed and copied at the SECs Public Reference Room, 100 F St. N.E., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330.
About the Funds Directors and Officers |
Your fund is overseen by a Board of Directors (Board) that meets regularly to review a wide variety of matters affecting or potentially affecting the fund, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs. The Board elects the funds officers, who are listed in the final table. At least 75% of the Boards 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.
Independent Directors | ||
Name (Year of Birth) | ||
Year Elected* [Number of | ||
T.
Rowe Price Portfolios Overseen] |
Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years | |
William R.
Brody (1944) 2009 [163] |
President and Trustee, Salk Institute for Biological Studies (2009 to present); Director, BioMed Realty Trust (2013 to present); Director, Novartis, Inc. (2009 to present); Director, IBM (2007 to present) | |
Anthony W.
Deering (1945) 1991 [163] |
Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director, Brixmor Real Estate Investment Trust (2012 to present); Director and Advisory Board Member, Deutsche Bank North America (2004 to present); Director, Under Armour (2008 to present); Director, Vornado Real Estate Investment Trust (2004 to 2012) | |
Donald W.
Dick, Jr. (1943) 1989 [163] |
Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present) | |
Bruce W.
Duncan (1951) 2013 [163] |
President, Chief Executive Officer, and Director, First Industrial Realty Trust, owner and operator of industrial properties (2009 to present); Chairman of the Board (2005 to present), Interim Chief Executive Officer (2007), and Director (1999 to present), Starwood Hotels & Resorts, a hotel and leisure company | |
Robert J.
Gerrard, Jr. (1952) 2012 [163] |
Advisory Board Member, Pipeline Crisis/Winning Strategies (1997 to present); Chairman of Compensation Committee and Director, Syniverse Holdings, Inc. (2008 to 2011) | |
Karen N.
Horn (1943) 2003 [163] |
Limited Partner and Senior Managing Director, Brock Capital Group, an advisory and investment banking firm (2004 to present); Director, Eli Lilly and Company (1987 to present); Director, Simon Property Group (2004 to present); Director, Norfolk Southern (2008 to present) | |
Paul F. McBride (1956) |
Former Company Officer and Senior Vice President, Human Resources and Corporate Initiatives, Black & Decker Corporation (2004 to 2010) | |
Cecilia E. Rouse, Ph.D.
(1963) |
Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Director, MDRC, a nonprofit education and social policy research organization (2011 to present); Member, National Academy of Education (2010 to present); Research Associate, National Bureau of Economic Researchs Labor Studies Program (2011 to present); Member, Presidents Council of Economic Advisors (2009 to 2011); Chair of Committee on the Status of Minority Groups in the Economic Profession, American Economic Association (2012 to present) | |
John G. Schreiber (1946) |
Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder and Partner, Blackstone Real Estate Advisors, L.P. (1992 to present); Director, General Growth Properties, Inc. (2010 to 2013); Director, BXMT (formerly Capital Trust, Inc.), a real estate investment company (2012 to present); Director and Chairman of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2013 to present) | |
Mark R. Tercek (1957) |
President and Chief Executive Officer, The Nature Conservancy (2008 to present) | |
*Each independent director serves until retirement, resignation, or election of a successor. | ||
Inside Directors | ||
Name (Year of Birth) | ||
Year Elected* [Number of | ||
T.
Rowe Price Portfolios Overseen] |
Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During 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 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., and T. Rowe Price Services, Inc.; Chairman of the Board, Chief Executive Officer, and Director, T. Rowe Price International; Chairman of the Board, Chief Executive Officer, 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 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 | |
Roy H. Adkins (1970) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Christopher D. Alderson
(1962) |
Companys Representative, Director, and Vice President, Price Hong Kong; Director and Vice President, T. Rowe Price International and Price Singapore; Vice President, T. Rowe Price Group, Inc. | |
Paulina Amieva (1981) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Malik S. Asif (1981) |
Vice President, T. Rowe Price International; formerly student, The University of Chicago Booth School of Business (to 2012); Investment ConsultantMiddle East and North Africa Investment Team, International Finance CorporationThe World Bank Group (to 2010) | |
Peter J. Bates, CFA (1974) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Oliver D.M. Bell, IMC
(1969) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly Head of Global Emerging Markets Research, Pictet Asset Management Ltd. (to 2011) and 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. | |
Peter I. Botoucharov (1965) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly DirectorEMEA Macroeconomic Research and Strategy (to 2012); Independent Financial Advisor, Global Source (to 2010) | |
Tala Boulos (1984) |
Vice President, T. Rowe Price International; formerly Vice President, CEEMEA Corporate Credit Research, Deutsche Bank (to 2013) | |
Darrell N. Braman (1963) |
Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc. | |
Brian J. Brennan, CFA (1964) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company | |
Carolyn Hoi Che Chu (1974) |
Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; formerly Director, Bank of America Merrill Lynch and Cohead of credit and convertibles research team in Hong Kong (to 2010) | |
Archibald Ciganer Albeniz, CFA
(1976) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Richard N. Clattenburg, CFA (1979)
|
Vice President, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Michael J. Conelius, CFA
(1964) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company | |
Richard de los Reyes (1975) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
Michael Della Vedova (1969) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Shawn T. Driscoll (1975) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
Bridget A. Ebner (1970) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Mark J.T. Edwards
(1957) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
David J. Eiswert, CFA
(1972) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Roger L. Fiery III, CPA
(1959) |
Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company | |
Mark S. Finn, CFA, CPA
(1963) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
John R. Gilner (1961) |
Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, 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 | |
Paul D. Greene II (1978) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Benjamin Griffiths, CFA
(1977) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Richard L. Hall (1979) |
Vice President, T. Rowe Price; formerly Financial Attaché, U.S. Department of Treasury, International Affairs Division (to 2012) | |
Gregory K. Hinkle, CPA
(1958) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
Stefan Hubrich, Ph.D., CFA
(1974) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Arif Husain, CFA (1972) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly Director/Head of UK and Euro Fixed Income, AllianceBernstein | |
Leigh Innes, CFA (1976) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Randal S. Jenneke (1971) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly Senior Portfolio Manager, Australian Equities (to 2010) | |
Yoichiro Kai (1973) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Andrew J. Keirle (1974) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Christopher J. Kushlis, CFA
(1976) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Mark J. Lawrence (1970) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
David M. Lee, CFA (1962) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
Patricia B. Lippert
(1953) |
Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. | |
Christopher C. Loop, CFA
(1966) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Anh Lu (1968) |
Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
Sebastien Mallet (1974) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Daniel Martino, CFA (1974) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Jonathan H.W. Matthews, CFA
(1975) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Raymond A. Mills, Ph.D., CFA
(1960) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company | |
Sudhir Nanda, Ph.D., CFA
(1959) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Joshua Nelson (1977) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Sridhar Nishtala (1975) |
Vice President, Price Singapore and T. Rowe Price Group, Inc. | |
Jason Nogueira, CFA
(1974) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
David Oestreicher (1967) |
Director, Vice President, and Secretary, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Chief Legal Officer, Vice President, and Secretary, T. Rowe Price Group, Inc.; Vice President and Secretary, T. Rowe Price and T. Rowe Price International; Vice President, Price Hong Kong and Price Singapore | |
Michael D. Oh, CFA (1974) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Kenneth A. Orchard (1975) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly Vice President, Moodys Investors Service (to 2010) | |
Seun A. Oyegunle, CFA (1984) |
Employee, T. Rowe Price International; formerly student, The Wharton School, University of Pennsylvania (to 2013); Summer Investment Analyst, T. Rowe Price International (2012); Analyst, Asset & Resource Management Limited (to 2012); Analyst, Vetiva Capital Management Limited (to 2011) | |
Gonzalo Pángaro, CFA
(1968) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Craig J. Pennington, CFA
(1971) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly Global Energy Analyst, Insight Investment (to 2010) | |
Christopher J. Rothery
(1963) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Federico Santilli, CFA
(1974) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Sebastian Schrott (1977) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Deborah D. Seidel (1962) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and 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 Trust Company | |
John C.A. Sherman (1969) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Robert W. Smith (1961) |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
Gabriel Solomon (1977) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Joshua K. Spencer, CFA
(1973) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
David A. Stanley (1963) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Taymour R. Tamaddon, CFA
(1976) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Ju Yen Tan (1972) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Dean Tenerelli (1964) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Eric L. Veiel, CFA (1972) |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Verena Wachnitz, CFA (1978) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Julie L. Waples (1970) |
Vice President, T. Rowe Price | |
Christopher S. Whitehouse
(1972) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
J. Howard Woodward, CFA
(1974) |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Ernest C. Yeung (1979) |
Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least 5 years. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The registrants Board of Directors/Trustees has determined that Mr. Anthony W. Deering qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Deering is considered independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrants principal accountant were as follows:
Audit fees include amounts related to the audit of the registrants 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 registrants 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 registrants pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrants Board of Directors/Trustees.
(e)(1) The registrants audit committee has adopted a policy whereby audit and non-audit services performed by the registrants 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 accountants engagement to audit the registrants financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountants full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrants 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 $2,159,000 and $1,828,000, respectively.
(h) All non-audit services rendered in (g) above were pre-approved by the registrants audit committee. Accordingly, these services were considered by the registrants audit committee in maintaining the principal accountants independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The registrants principal executive officer and principal financial officer have evaluated the registrants disclosure controls and procedures within 90 days of this filing and have concluded that the registrants 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 registrants principal executive officer and principal financial officer are aware of no change in the registrants internal control over financial reporting that occurred during the registrants second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) The registrants code of ethics pursuant to Item 2 of Form N-CSR is attached.
(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, 2014 |
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, 2014 | ||
By | /s/ Gregory K. Hinkle | |
Gregory K. Hinkle | ||
Principal Financial Officer | ||
Date December 16, 2014 |
Item 12(a)(2).
CERTIFICATIONS
I, Edward C. Bernard, certify that:
1. | I have reviewed this report on Form N-CSR of T. Rowe Price Institutional Global Value Equity Fund; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: | |||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and | |||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | |||
5. | The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: December 16, 2014 | /s/ Edward C. Bernard | |
Edward C. Bernard | ||
Principal Executive Officer |
CERTIFICATIONS
I, Gregory K. Hinkle, certify that:
1. | I have reviewed this report on Form N-CSR of T. Rowe Price Institutional Global Value Equity Fund; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: | |||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and | |||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and | |||
5. | The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: December 16, 2014 | /s/ Gregory K. Hinkle | |
Gregory K. Hinkle | ||
Principal Financial Officer |
Item 12(b).
CERTIFICATION UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002 | ||
Name of Issuer: T. Rowe Price Institutional Global Value Equity Fund | ||
In connection with the Report on Form N-CSR for the above named Issuer, the undersigned hereby | ||
certifies, to the best of his knowledge, that: | ||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities | |
Exchange Act of 1934; | ||
2. | The information contained in the Report fairly presents, in all material respects, the financial | |
condition and results of operations of the Issuer. |
Date: December 16, 2014 | /s/ Edward C. Bernard | |
Edward C. Bernard | ||
Principal Executive Officer | ||
Date: December 16, 2014 | /s/ Gregory K. Hinkle | |
Gregory K. Hinkle | ||
Principal Financial Officer |
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL
OFFICERS OF THE PRICE FUNDS
UNDER THE SARBANES-OXLEY ACT OF 2002
I. General Statement. This Code of Ethics (the Price Funds S-O Code) has been designed to bring the Price Funds into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (the Act) rules promulgated by The Securities and Exchange Commission thereunder (Regulations). The Price Funds S-O Code applies solely to the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller of, or persons performing similar functions for, a Price Fund (whether such persons are employed by a Price Fund or third party) (Covered Officers). The Price Funds shall include each mutual fund that is managed, sponsored and distributed by affiliates of T. Rowe Price Group, Inc. (Group). The investment managers to the Price Funds will be referred to as the Price Fund Advisers. A list of Covered Officers is attached as Exhibit A.
The Price Fund Advisers have, along with their parent, T. Rowe Price Group, Inc. (Group) also maintained a comprehensive Code of Ethics and Conduct (the Group Code) since 1972, which applies to all officers, directors and employees of the Price Funds, Group and its affiliates.
As mandated by the Act, Group has adopted a Code (the Group S-O Code), similar to the Price Funds S-O Code, which applies solely to its principal executive and senior financial officers. The Group S-O Code and the Price Funds S-O Code will be referred to collectively as the S-O Codes.
The Price Funds S-O Code has been adopted by the Price Funds in accordance with the Act and Regulations thereunder and will be administered in conformity with the disclosure requirements of Item 2 of Form N-CSR. The S-O Codes are attachments to the Group Code. In many respects the S-O Codes are supplementary to the Group Code, but the Group Code is administered separately from the S-O Codes, as the S-O Codes are from each other.
II. Purpose of the Price Funds S-O Code. The purpose of the Price Funds S-O Code, as mandated by the Act and the Regulations, is to establish standards that are reasonably designed to deter wrongdoing and to promote:
Ethical Conduct. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Disclosure. Full, fair, accurate, timely and understandable disclosure in reports and documents that the Price Funds file with, or submit to, the SEC and in other public communications made by the Price Funds.
Compliance. Compliance with applicable governmental laws, rules and regulations.
Reporting of Violations. The prompt internal reporting of violations of the Price Funds S-O Code to an appropriate person or persons identified in the Price Funds S-O Code.
Accountability. Accountability for adherence to the Price Funds S-O Code.
III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest.
Overview. Each Covered Officer owes a duty to the Price Funds to adhere to a high standard of honesty and business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his or her service to, the Price Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Price Fund.
Certain conflicts of interest covered by the Price Funds S-O Code arise out of the relationships between Covered Officers and the Price Funds and may already be subject to provisions regulating conflicts of interest in the Investment Company Act of 1940 (Investment Company Act), the Investment Advisers Act of 1940 (Investment Advisers Act) and the Group Code. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Price Fund because of their status as affiliated persons of a Price Fund. The compliance programs and procedures of the Price Funds and Price Fund Advisers are designed to prevent, or identify and correct, violations of these provisions.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Price Fund and its Price Fund Adviser (and its affiliates) of which the Covered Officers may also be officers or employees. As a result, the Price Funds S-O Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Price Funds or for the Price Fund Advisers, or for both), be involved in establishing policies and implementing decisions which will have different effects on these entities. The participation of the Covered Officers in such activities is inherent in the contractual relationship between each Price Fund and its respective Price Fund Adviser. Such participation is also consistent with the performance by the Covered Officers of their duties as officers of the Price Funds and, if consistent with the provisions of the Investment Company Act and the Investment Advisers Act, it will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Price Funds S-O Code, even if these conflicts of interest are not addressed by or subject to provisions in the Investment Company Act and the Investment Advisers Act.
Whenever a Covered Officer is confronted with a conflict of interest situation where he or she is uncertain as to the appropriate action to be taken, he or she should discuss the matter with the Chairperson of Groups Ethics Committee or another member of the Committee.
Handling of Specific Types of Conflicts. Each Covered Officer (and close family members) must not:
Entertainment. Accept entertainment from any company with which any Price Fund or any Price Fund Adviser has current or prospective business dealings, including portfolio companies, unless such entertainment is in full compliance with the policy on entertainment as set forth in the Group Code.
Gifts. Accept any gifts, except as permitted by the Group Code.
Improper Personal Influence. Use his or her personal influence or personal relationships improperly to influence investment decisions, brokerage allocations or financial reporting by the Price Funds to the detriment of any one or more of the Price Funds.
Taking Action at the Expense of a Price Fund. Cause a Price Fund to take action, or fail to take action, for the personal benefit of the Covered Officer rather than for the benefit of one or more of the Price Funds.
Misuse of Price Funds Transaction Information. Use knowledge of portfolio transactions made or contemplated for a Price Fund or any other clients of the Price Fund Advisers to trade personally or cause others to trade in order to take advantage of or avoid the market impact of such portfolio transactions.
Outside Business Activities. Engage in any outside business activity that detracts from a Covered Officers ability to devote appropriate time and attention to his or her responsibilities to a Price Fund.
Service Providers. Excluding Group and its affiliates, have any ownership interest in, or any consulting or employment relationship with, any of the Price Funds service providers, except that an ownership interest in public companies is permitted
Receipt of Payments. Have a direct or indirect financial interest in commissions, transaction charges, spreads or other payments paid by a Price Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest (such as compensation or equity ownership) arising from the Covered Officers employment by Group or any of its affiliates.
Service as a Director or Trustee. Serve as a director, trustee or officer of any public or private company or a non-profit organization that issues securities eligible for purchase by any of the Price Funds, unless approval is obtained as required by the Group Code.
IV. Covered Officers Specific Obligations and Accountabilities.
A. Disclosure Requirements and Controls. Each Covered Officer must familiarize himself or herself with the disclosure requirements (Form N-1A registration statement, proxy (Schedule 14A), shareholder reports, Forms N-SAR, N-CSR, etc.) applicable to the Price Funds and the disclosure controls and procedures of the Price Fund and the Price Fund Advisers.
B. Compliance with Applicable Law. It is the responsibility of each Covered Officer to promote compliance with all laws, rules and regulations applicable to the Price Funds and the Price Fund Advisers. Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Price Funds and the Price Fund Advisers and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Price Funds file with, or submit to, the SEC, and in other public communications made by the Price Funds.
C. Fair Disclosure. Each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about a Price Fund to others, whether within or outside the Price organization, including to the Price Funds directors and auditors, and to governmental regulators and self-regulatory organizations.
D. Initial and Annual Affirmations. Each Covered Officer must:
1. Upon adoption of the Price Funds S-O Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing that he or she has received, read, and understands the Price Funds S-O Code.
2. Annually affirm that he or she has complied with the requirements of the Price Funds S-O Code.
E. Reporting of Material Violations of the Price Funds S-O Code. If a Covered Officer becomes aware of any material violation of the Price Funds S-O Code or laws and governmental rules and regulations applicable to the operations of the Price Funds, he or she must promptly report the violation (Report) to the Chief Legal Counsel of the Price Funds (CLC). Failure to report a material violation will be considered itself a violation of the Price Funds S-O Code. The CLC is identified in the attached Exhibit B.
It is the Price Funds policy that no retaliation or other adverse action will be taken against any Covered Officer or other employee of a Price Fund, a Price Fund Adviser or their affiliates based upon any lawful actions of the Covered Officer or employee with respect to a Report made in good faith.
F. Annual Disclosures. Each Covered Officer must report, at least annually, all affiliations or other relationships as called for in the Annual Questionnaire for Executive Officers and/or Employee Directors/Trustees of Group and the Price Funds.
V. Administration of the Price Funds S-O Code. The Ethics Committee is responsible for administering the Price Funds S-O Code and applying its provisions to specific situations in which questions are presented.
A. Waivers and Interpretations. The Chairperson of the Ethics Committee has the authority to interpret the Price Funds S-O Code in any particular situation and to grant waivers where justified, subject to the approval of the Joint Audit Committee of the Price Funds. All material interpretations concerning Covered Officers will be reported to the Joint Audit Committee of the Price Funds at its next meeting. Waivers, including implicit waivers, to Covered Officers will be publicly disclosed as required in the Instructions to N-CSR. Pursuant to the definition in the Regulations, an implicit waiver means a Price Funds failure to take action within a reasonable period of time regarding a material departure from a provision of the Price Funds S-O Code that has been made known to an executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of a Price Fund. An executive officer of a Price Fund includes its president and any vice-president in charge of a principal business unit, division or function.
B. Violations/Investigations. The following procedures will be followed in investigating and enforcing the Price Funds S-O Code:
1. The CLC will take or cause to be taken appropriate action to investigate any potential or actual violation reported to him or her.
2. The CLC, after consultation if deemed appropriate with Outside Counsel to the Price Funds, will make a recommendation to the appropriate Price Funds Board regarding the action to be taken with regard to each material violation. Such action could include any of the following: a letter of censure or suspension, a fine, a suspension of trading privileges or termination of officership or employment. In addition, the violator may be required to surrender any profit realized (or loss avoided) from any activity that is in violation of the Price Funds S-O Code.
VI. Amendments to the Price Funds S-O Code. Except as to the contents of Exhibit A and Exhibit B, the Price Funds S-O Code may not be materially amended except in written form, which is specifically approved or ratified by a majority vote of each Price Fund Board, including a majority of the independent directors on each Board.
VII. Confidentiality. All reports and records prepared or maintained pursuant to the Price Funds S-O Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law, the Price Funds S-O Code or as necessary in connection with regulations under the Price Funds S-O Code, such matters shall not be disclosed to anyone other than the directors of the appropriate Price Fund Board, Outside Counsel to the Price Funds, members of the Ethics Committee and the CLC and authorized persons on his or her staff.
Preparation Date: 9/30/03
Adoption Date: 10/22/03
Exhibit A
Persons Covered by the Price Funds S-O Code of
Ethics
Edward C. Bernard, Chairman
and Chief Executive Officer
Gregory K. Hinkle, Treasurer and Chief Financial
Officer
Exhibit B
David Oestreicher, Chief Legal Counsel to the Price Funds
'1) ]X(45[%=
M48',8$9-[B'M1Q4OH7T^V%!=T"@4"@4"@4"@4%,GAW'4YMF:5%N$]K-]GHUV
MQ=]U[5W]MK[:TBZO;O(LK>(.GEMC[V/8`7`9%CB"8OX/;H)3_'$O)9+DCLUDD2H'
M*,3'Q,^)'B&@P[<'#NJ:\7;CY`0&2TA-LG7)9LJ]P;K#IZ5==!1\FX/R.+AY^?GYA>3FXWCV
M4QG8Q<8-EOC.CB=A%#'R+E(NZ.DBUL-+AU)V%[FN@S_'^/R,]@
03)&6%43-QL:I24QKV='D8AY2HS[.
M)QK9;N&$;%%''4&A>OXR8'[G/&LKD-KS0"M:]/5N!J7_2H(N/YKQS(3,=#BR&7
MD9>'?(XT61Y"A=&&R[D8FU8!ZC9Z=2[ENCK^"@^)'.^,1LVG"R)+4S9#K1D,
M.-)&*39'ZIR&?F.6,P^7P\C+6/CT86R)APUBWM#3#:WMC
M7:,*92WA!U,:/NR=!.504F2Y>RW&/(3(V;DQXPX&%DN/O7EYDF^_8Y*G,CS6
M$%S+=O#4]48NV!Y`CJ/XP]VXU!@Q,98X.1?E(TLNZ7-D22EZ[-&U_5;+WN-E
M%Z:P!7LCJ]H1"@M:!0*!0*!0*!0*!0*!0*!0*!0*!0*!08[,OME/(^&P-R_"
MXF(W.RU?SW7/M85K_P!$;WEN_P#TJ4E]V@HL;R_!8K&\@\GYZ2*H&3<,/"WN
M06(\?#(U105KN(^LQY298]0CM/`F:`41"&3?(XYE^.IF1LVJ9$D\JCYGF\C$
MO(D1%N281QWQM;T7&8B!NOZ"':*9['W`GO9)G9&?P;$961E.,
/%./-Q<4H,'9>]20C,*QFN\<#%!V(Q`BW%$6
MH%E^S#2&?Y'QF?D_)^'G,@S2PB<1-B/R,*;V>W(D2([5B>S(CRR#1&/5H!@:
MS3_2)07,KQWQ"0<%EH1Q6XY%XD1L&1)A':/>^JZ3**Q)-5JZMMMS#7U_$5!V
M'A'&PR>0R2T.5+RD0,?-NN5*6LHRAN"P!0MLI5UB9[;%`#`UL(#U&=!&C>-^
M(Q8V.CQ8TB/;$H[2`Y,V:MX1O6U[1[R`=9[$#Z#H2QAJ7IZ!&@^Y_CKATYD-
MC8%U%!1>(CM7OBVO&O?5=#;1V*L]%R^W9?N+^+IZBH+3`X+&8##QK=H*WCD[Q?Q'#!%AYZ`M"%PU/G2YZ6.98X_
MK$NYS#];[L9>N./2O9'\.&U07Q^
M4:6*:+LLUDUKD7$;PQD,D%,W$DX;=NMNI1.^`=WJ#YR;?$>3F7SDS+X\F'$$
MI#UY/91(A`^Z!O*6IP(E1AD$4>W<@U6Z1(^]HH/K)2?$K,G]>FY;&KDKM#%[
MOJ(I0S4)28/<*%P1WWT6)\,I"V=`[J/AH+\N8\1&2N*6
[R/HV-[M][5K]-KN
M/8W/@WO:^.@.YWPA"B<_D.,4D-C6PYD<1'NEW='];W/TMOI$FI_K5CK#IH.I
M\QXBMAK/.8\&+.2I@%*3:XLA!9DH"M
HDOX]C&I/8UK.''(2[5=TQ_6UP]+["2)2?ZI9:`Z:#J7#N(E)7*+
M!X^\I4DYZGWBINP9;;B3)`EIU6>9+7
N^@?0'.B"HU2&]6HY.R1D
MQ+1`.L_B>$&7PQ^(78;+QY6R$^^U#9>UR3:UWWL0](:-6HE[2=O3LJT!V@<`XC!QF'QB(&J%@'
M#)PZGM=(O':`$`D!N-A]`L*P"1:`^[\(T'W-X+QB;FCS3HS!R#A6$HDR)"%R
M!5\NTE"F`B5H^&W<+;T='P4$>-XWX+X;+\<=QS)+;)Q,A5H\A1R)&ZQ=O3I.19EI!:O3KO=NIGW]6J@K9'
MC7B,DLF4A$II9F$O&92YY">6_$4-Q!9^K_Y=)'[EO=+==J/WFZP^A\=<3&:J
M:$>0N2M2D&839H;ZT?8H98BZPS-%NFW=V=T]/PT$I7"N-)RK,FN*0R&O[LU;
MS[QNY]/3N+1;GVMG_P"G>LG=U=>K505Z_%W#%B@01+&T6>W+(_O'(>HSGZMU
M]K]QZZCW&ZK?![K>GW#H#_%O"G2Y4THLD9LN7?(,E+GSEN"22[*)B6`\3CZU
M6%3!CDH&*!:S'0L-(:2#!C08BXD4;@A5KV&UR(ROZW];W(SN1F1%?41F1$1=
M14'>@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4
M"@4"@K,YQK#YP8WU%1DR&R[HDA#G17J.XW`KK?'-3@U@5P.PGI,>DZ#\+C.&
MOV=EJ.../C-APPC.='%:7B`F-A28#Z^BPVV7]Q/Q*("H*?CWBSA7'Y29.+C2
M@..)@A;\A/E)$6#<2]$2'M3]HD5OET%C@.%\2'
M<13%FNV@S`.XC%]\5[J]0C00ECQ%0R(;N;7;GL@189659,QXY`&H(=46."U+
M1:0MC@W`[8GZVKW=7LZ0D2LQX]D\@Q_*F\F@7^G8Z4,<>\C=O:/+DI2I3CU$]O28&PJ#IQ;'\(Y*&4(^$)QMXY!BI8SXF-/>&
M+9=[)$HK90,3&NI`:;EH4Q(K'K1[8:,>'<1&2R4.#QXRFR0GM?:*FS"EJN1+
MD$6G5=X$QEP=\P=P^KK*@Y!P3A`;6CCV,'82R*CTAQ[:$/U[J0Z.E3=YVXNW
M0>ZW5\PJ`?!.$'NZ^/8PM]*XK_6''OK0G1M*/HZE*V4[:[]`;2M/RQH.I<.X
MB4E