UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-05833
| T. Rowe Price Institutional International Funds, Inc. |
| (Exact name of registrant as specified in charter) |
| 100 East Pratt Street, Baltimore, MD 21202 |
| (Address of principal executive offices) |
| David Oestreicher |
| 100 East Pratt Street, Baltimore, MD 21202 |
| (Name and address of agent for service) |
Registrant’s telephone number, including
area code: (410) 345-2000
Date of fiscal year end:
October 31
Date of reporting period: October 31, 2015
Item 1. Report to Shareholders
 |
Institutional Frontier Markets Equity Fund |
October 31, 2015 |
| Highlights |
| ● | Frontier equity markets fell broadly in
the 6- and 12-month periods ended October 31, 2015.
|
| ● | Your fund matched the performance of its
benchmark, the MSCI Frontier Markets Index, in the last six months and
held up slightly better in the one-year
period. |
| ● | In the last six months, we reduced
exposure to Middle Eastern and African markets but increased our
overweight to Asian frontier
markets. |
| ● | Our long-term optimism about frontier economies and market prospects is undimmed. Macro fundamentals and demographics in many frontier markets remain favorable, and we expect their economic growth rates to remain superior to growth rates in the developed and emerging markets universes. |
The views and opinions in this report were current as of October 31, 2015. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and the managers reserve the right to change their views about individual stocks, sectors, and the markets at any time. As a result, the views expressed should not be relied upon as a forecast of the fund’s future investment intent. The report is certified under the Sarbanes-Oxley Act, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.
Manager’s Letter
T. Rowe Price Institutional Frontier Markets Equity
Fund
Dear Investor
Frontier equity markets fell broadly in the 6- and 12-month periods ended October 31, 2015. Slowing global economic growth, especially in resource-hungry China, contributed to a substantial downturn in oil and other commodity prices over the last year. This was especially painful for resource-exporting economies and markets in the Middle East, although commodity-importing nations in Asia benefited from lower energy costs. Currency weakness magnified losses to U.S. investors, as many frontier market currencies declined due to risk aversion—a few were due to intentional devaluations—and the U.S. dollar strengthened versus many currencies in anticipation of rising short-term U.S. interest rates.
Your fund returned -10.50% in the last six months and -16.90% in the 12 months ended October 31, 2015. As shown in the Performance Comparison table, the fund matched the performance of its benchmark, the MSCI Frontier Markets Index, in the last six months and held up slightly better in the one-year period.
Good stock selection in Sri Lanka, Bangladesh, and Kuwait helped our relative performance over the last year, whereas stock selection in Kenya detracted. Country allocations also helped our relative results, especially an underweight in Kazakhstan and an overweight in Vietnam. However, our overweight in Saudi Arabia, which is not represented in the MSCI index, worked against us.
Portfolio Strategy and Review
The fund recently completed its first full year of operations. Before we review the portfolio’s holdings and allocations, we would like to welcome new shareholders and briefly discuss our approach to frontier market investing. While there are many possible definitions of frontier markets, we consider them to be any that are not considered developed or emerging by MSCI. This is a purposefully broad definition, and it includes countries that are not classified at all, such as Saudi Arabia. We may also invest in companies that are domiciled in developed and emerging countries but that derive more than 50% of their revenues or earnings from frontier markets.
Country allocations are driven by our stock selection, which is the result of rigorous fundamental research by our equity analysts. We also have a strong fixed income team that analyzes the macroeconomic picture for various frontier markets, providing us with a “weather forecast” before we make investment decisions. This risk awareness can help us avoid countries where unfavorable currency, inflation, or interest rate trends could negate the benefits of investing in companies that we like fundamentally.
Middle East and Africa
As of October 31, we had approximately 34% of the fund’s
assets in Middle Eastern and African markets versus 48% six months ago. We have
significantly reduced exposure to this region as the macro outlook for various
oil-producing countries has deteriorated due to the collapse of oil prices,
which is affecting government revenues and spending.
Kuwait is the largest single-country allocation in our benchmark, but we continue to underweight it significantly due to the lack of what we consider to be quality companies. Our only two investments here—Kuwait Projects Company and National Bank of Kuwait—declined over the last year. The former owns businesses throughout the Middle East, including commercial and investment banking, insurance, asset management, and real estate. The latter is Kuwait’s largest bank and our largest holding. It consistently achieves double-digit loan growth, which we expect to continue. (Please refer to the fund’s portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)
Saudi Arabia has thus far weathered the steep decline in oil prices by using its strong reserve base to protect investments in certain strategic areas of the economy. As part of King Salman’s economic drive to diversify the kingdom away from its heavy dependence on oil, Saudi Arabia began allowing qualified foreign institutions to invest directly in its stock market in mid-June. Our investments in Banque Saudi Fransi and Saudi British Bank lost value over the last year, in part due to the overall economic impact of lower oil prices. We eliminated these holdings due to asset quality concerns and after the king sanctioned a major construction company—which has large exposure to Saudi banks—following a deadly September crane accident in Mecca. We maintained a position in Samba Financial. Our other Saudi investments at the end of October included food and dairy producer Almarai, a quality company with sustainable growth and a prominent brand name, and electronics retailer Jarir Marketing. Both declined in value over the last year.
Our largest African country allocation at the end of our fiscal year was Kenya. Most of our Kenyan holdings declined over the last year, and we trimmed some of our positions in the last six months due to macroeconomic concerns. Our largest position here is mobile telecom company Safaricom, which detracted from our performance over the last 12 months but has had a remarkable run in the last few years. In our opinion, Safaricom is more than just a conventional telecom stock. Almost every Kenyan adult subscribes to the company’s mobile money transfer service, and the company’s future growth could be driven by wider Kenyan use of this service to purchase goods and services.
In Nigeria, the macro environment has deteriorated over the last year, not unlike what is occurring in various oil-producing Middle Eastern countries. Also, the new president, Muhammadu Buhari, took several months to create and introduce his cabinet. We grew concerned that the new government may not have the economic expertise to combat the effects of slowing economic growth and receding oil revenues. We are also concerned that the country may be forced to devalue its currency, which would increase inflation and pressure corporate balance sheets. In response, we eliminated several Nigerian holdings in the last six months, resulting in a more significant underweight versus the benchmark. We maintained our investment in Nigerian Breweries, a high-quality company that we believe will benefit from beer consumption growth in the years ahead, and a smaller position in Nestle Foods Nigeria.
Asia
Asian investments represented about 43% of fund assets at the end of
October versus 34% six months ago. We increased our already significant
overweight versus the MSCI benchmark because we are finding some of the best
frontier market investment opportunities—quality companies with attractive
valuations—in Asia. An additional plus for the region is that many countries are
oil importers, not exporters, so consumers are benefiting from lower energy
costs.
Our investments are primarily in Vietnam, Pakistan, Sri Lanka, and Bangladesh, where positive demographics, low penetration levels in consumer sectors, pension reforms, and underdeveloped banking systems are providing, in our opinion, a robust backdrop for investing. The opportunities in Asia, as with other frontier markets, are largely focused on the financials sector, which is why we have a little more than half of the fund’s assets in the sector.
Our Asian financials were mixed over the last year. However, two Vietnamese banks were among our top absolute contributors to 6- and 12-month performance: Asia Commercial Bank/Vietnam and Bank for Foreign Trade of Vietnam. Very strong economic growth, increasing consumer spending—especially for automobiles—and rising property prices provided nice tailwinds. Also, both are seen as benefiting from the government’s willingness to increase foreign ownership levels of Vietnamese companies. In addition, Vietnam is expected to benefit from the 12-nation Trans-Pacific Partnership trade agreement, which was reached in early October after several years of negotiations. We trimmed Bank for Foreign Trade of Vietnam following an impressive run, as its valuation seemed expensive and its earnings forecasts overly optimistic. We also eliminated Sri Lankan company People’s Leasing & Finance in the last six months, as the government’s attempts to control automobile imports could significantly constrain the company’s near-term growth.
We like many consumer staples companies in the frontier markets universe, as we expect a middle class of consumers to grow in many countries. As with financials, our consumer staples companies in Asia were mixed. Nestle Lanka and Nestle Pakistan fell for the year, but Vietnam Dairy Products was one of our top contributors to performance. It is a solid cash-generating business, and management aspires to make it one of the 50 largest milk producers in the world. Sri Lankan beverage company Ceylon Cold Stores was another top contributor, and, near the end of our reporting period, we added Lion Brewery Ceylon to the portfolio. The company has approximately an 80% to 90% market share of the beer market in Sri Lanka.
We believe that frontier markets are likely to develop their infrastructure over time. To benefit from this trend, we own construction materials companies Tokyo Cement Co Lanka in Sri Lanka and DG Khan Cement in Pakistan. The former fell sharply over the last year, in part because the Sri Lankan government halted big infrastructure projects in February for environmental reasons. We trimmed our position. The latter was one of our top absolute contributors for the year; the company recently reported a significant increase in net profits.
Emerging Europe
As of October 31, we had around 6% of the fund’s assets in emerging
Europe, which represented an underweight versus the benchmark. Our investment in
Bank of Georgia Holdings was one of our better performers in our 6- and 12-month
reporting periods. Although an economic deceleration and currency weakness have
been headwinds over the last year, the company offers several advantages,
including a high return on equity, impressive loan growth, and a strong balance
sheet.
We recently visited and are very excited by developments in Romania, whose economy is growing at a strong pace and where a big anticorruption drive is sweeping through the government and private sector. In the last six months, we added two banks to the portfolio: Banca Transilvania, which should benefit from a consumer-led recovery and rising wages, and BRD–Groupe Société Générale. Our largest position in Romania is Fondul Proprietatea, an investment fund with general exposure to the country’s economy and an attractive dividend yield.
Latin America
Argentina is the only Latin American
country in the fund and the second-largest country allocation in the entire
portfolio, representing 13% of assets at the end of October. It was one of the
only Latin American markets to produce gains—albeit modest gains—in dollar terms
in the last 12 months. One of the main drivers of the market was optimism that
the presidential election in late October would be won by a more
business-friendly candidate than Cristina Fernández de Kirchner, who could not
seek a third term as president. After our reporting period ended, a runoff
election between the top two candidates was held on November 22. While
President-elect Mauricio Macri will need to deal with significant economic
problems and imbalances—including very high inflation, capital and trade
controls, and a large budget deficit—we are optimistic that he will pursue
needed reforms to reopen Argentina to the global economic system.
Our investment in Grupo Financiero Galicia was our top contributor to absolute performance over the last year. This high-quality bank benefited from anticipation of an improving environment after the presidential election. On the other hand, shares of e-commerce company MercadoLibre fared poorly. With a significant part of its operations in Brazil, the company was more exposed to the weakening Brazilian currency and outlook and less exposed to the domestic situation in Argentina. In the last six months, we added to the portfolio IRSA Propiedades Comerciales, a retail mall operator that we believe is undervalued.
We continue to own shares of PriceSmart, a U.S.-headquartered shopping warehouse club operator that operates in Central America and the Caribbean. While it competes with traditional grocery stores and hypermarkets, it does not face direct competition from other warehouse clubs. Membership fee revenues provide a stable source of cash flow for the company.
Outlook
Equities in frontier markets have struggled over the last year, but our long-term optimism about their economies and market prospects is undimmed. Macro fundamentals and demographics in many frontier markets remain favorable and, in some cases, resemble those of many emerging countries approximately 15 to 20 years ago. We expect economic growth rates in many frontier markets to remain superior to growth rates in the developed and emerging markets universes. Also, nearly 60% of the aggregate population in the frontier universe is below age 30—a young workforce that should drive economic growth and develop into a solid middle class of consumers in many countries. In addition, the abatement of conflicts in many frontier countries allows leaders to pursue economic reforms designed to attract foreign investment.
While stocks in many developing and emerging countries tend to be greatly influenced by global issues, individual frontier markets tend to follow their own agendas. As such, they tend to have a lower correlation with other markets and provide a valuable source of diversification. Liquidity can be an issue given that frontier markets are often overlooked by global investors, but we anticipate that interest in frontier markets will continue to increase over time as investors seek markets with superior economic growth and long-term capital appreciation potential. Indeed, we believe that frontier markets have a place—albeit a small one due to the heightened risks and potential for volatility—in an investor’s global portfolio.
It is important to note that conditions and investment opportunities will vary widely among frontier markets, even those within the same region. While stock valuations are still reasonable and the long-term growth outlook of many corporations remains underpriced, we acknowledge that there will be individual winners and losers. This underscores the need for rigorous fundamental research, which is the backbone of the T. Rowe Price investment approach.
Thank you for your confidence in our investment management capabilities.
Respectfully submitted,
Oliver Bell
Portfolio manager
November 25, 2015
The portfolio manager has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the fund’s investment program.
| Risks of International Investing |
Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Funds investing in a single country, limited geographic region, or emerging markets tend to be riskier than more diversified funds. Risks can result from varying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.
The risks of international investing are heightened for investments in emerging market and frontier market countries. Emerging and frontier market countries tend to have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed market countries. In addition to all of the risks of investing in international developed markets, emerging and frontier markets tend to have less liquid and less efficient trading markets and are more susceptible to governmental interference, local taxes being imposed on international investments, and restrictions on gaining access to sales proceeds.
Frontier markets generally have smaller economies or less mature capital markets than emerging markets and, as a result, the risks typically associated with investing in emerging market countries are magnified in frontier countries. Adverse changes in currency values of frontier market countries may be severe and settlement procedures and custody services may prove inadequate in certain markets. The markets of frontier countries typically have low trading volumes and the potential for extreme price volatility and illiquidity. This volatility may be further increased by the actions of a few major investors.
| Glossary |
MSCI Frontier Markets Index: An index that measures the performance of stocks in various frontier market countries.
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 Frontier Markets 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 fund’s actual expense ratio and an assumed 5% per year
rate of return before expenses (not the fund’s actual return). You may compare
the ongoing costs of investing in the fund with other funds by contrasting this
5% hypothetical example and the 5% hypothetical examples that appear in the
shareholder reports of the other funds. The hypothetical account values and
expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period.
You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.
Financial Highlights
T. Rowe Price Institutional Frontier Markets Equity
Fund
The accompanying notes are an integral part of these financial statements.
Portfolio of Investments‡
T. Rowe Price
Institutional Frontier Markets Equity Fund
October 31, 2015
The accompanying notes are an integral part of these financial statements.
Statement of Assets and
Liabilities
T. Rowe Price Institutional
Frontier Markets Equity Fund
October 31, 2015
($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 Frontier Markets Equity
Fund
($000s)
The accompanying notes are an integral part of these financial statements.
Statement of Changes in Net
Assets
T. Rowe Price Institutional
Frontier Markets Equity Fund
($000s)
The accompanying notes are an integral part of these financial statements.
Notes to Financial
Statements
T. Rowe Price Institutional
Frontier Markets Equity Fund
October 31, 2015
T. Rowe Price Institutional International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional Frontier Markets Equity Fund (the fund) is a nondiversified, open-end management investment company established by the corporation. The fund commenced operations on September 22, 2014. The fund seeks long-term growth of capital.
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. 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 or less to deter short-term trading and to protect the interests of long-term shareholders. Redemption fees are withheld from proceeds that shareholders receive from the sale or exchange of fund shares. The fees are paid to the fund and are recorded as an increase to paid-in capital. The fees may cause the redemption price per share to differ from the net asset value per share.
New Accounting Guidance In May 2015, FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and amends certain disclosure requirements for such investments. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015. Adoption will have no effect on the fund’s net assets or results of operations.
NOTE 2 - VALUATION
The fund’s financial instruments are valued and its net asset value (NAV) per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for business.
Fair Value The fund’s financial instruments are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The T. Rowe Price Valuation Committee (the Valuation Committee) has been established by the fund’s Board of Directors (the Board) to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees pricing-related policies and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes procedures to value securities; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; oversees the selection, services, and performance of pricing vendors; oversees valuation-related business continuity practices; and provides guidance on internal controls and valuation-related matters. The Valuation Committee reports to the Board and has representation from legal, portfolio management and trading, operations, risk management, and the fund’s treasurer.
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 day’s opening prices in the same markets, and adjusted prices.
Actively traded equity securities listed on a domestic exchange generally are categorized in Level 1 of the fair value hierarchy. Non-U.S. equity securities generally are categorized in Level 2 of the fair value hierarchy despite the availability of quoted prices because, as described above, the fund evaluates and determines whether those quoted prices reflect fair value at the close of the NYSE or require adjustment. OTC Bulletin Board securities, certain preferred securities, and equity securities traded in inactive markets generally are categorized in Level 2 of the fair value hierarchy.
Investments in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation and are categorized in Level 1 of the fair value hierarchy. Assets and liabilities other than financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.
Thinly traded financial instruments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee. The objective of any fair value pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair valued by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities that are not publicly traded.
Subject to oversight by the Board, the Valuation Committee regularly makes good faith judgments to establish and adjust the fair valuations of certain securities as events occur and circumstances warrant. For instance, in determining the fair value of an equity investment with limited market activity, such as a private placement or a thinly traded public company stock, the Valuation Committee considers a variety of factors, which may include, but are not limited to, the issuer’s business prospects, its financial standing and performance, recent investment transactions in the issuer, new rounds of financing, negotiated transactions of significant size between other investors in the company, relevant market valuations of peer companies, strategic events affecting the company, market liquidity for the issuer, and general economic conditions and events. In consultation with the investment and pricing teams, the Valuation Committee will determine an appropriate valuation technique based on available information, which may include both observable and unobservable inputs. The Valuation Committee typically will afford greatest weight to actual prices in arm’s length transactions, to the extent they represent orderly transactions between market participants, transaction information can be reliably obtained, and prices are deemed representative of fair value. However, the Valuation Committee may also consider other valuation methods such as market-based valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; or some combination. Fair value determinations are reviewed on a regular basis and updated as information becomes available, including actual purchase and sale transactions of the issue. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions, and fair value prices determined by the Valuation Committee could differ from those of other market participants. Depending on the relative significance of unobservable inputs, including the valuation technique(s) used, fair valued securities may be categorized in Level 2 or 3 of the fair value hierarchy.
Valuation Inputs The following table summarizes the fund’s financial instruments, based on the inputs used to determine their fair values on October 31, 2015:
There were no material transfers between Levels 1 and 2 during the year ended October 31, 2015.
NOTE 3 - OTHER INVESTMENT TRANSACTIONS
Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund’s prospectus and Statement of Additional Information.
Emerging and Frontier Markets The fund may invest, either directly or through investments in T. Rowe Price institutional funds, in securities of companies located in, issued by governments of, or denominated in or linked to the currencies of emerging and frontier market countries; at period-end, approximately 6% of the fund’s net assets were invested in emerging markets and 89% in frontier markets. Emerging markets, and to a greater extent frontier markets, generally have economic structures that are less diverse and mature, and political systems that are less stable, than developed countries. These markets may be subject to greater political, economic, and social uncertainty and differing regulatory environments that may potentially impact the fund’s ability to buy or sell certain securities or repatriate proceeds to U.S. dollars. Such securities are often subject to greater price volatility, less liquidity, and higher rates of inflation than U.S. securities. Investing in frontier markets is significantly riskier than investing in other countries, including emerging markets.
Participation Notes The fund may invest in participation notes, through which a counterparty provides exposure to common stock, in the form of an unsecured interest, in markets where direct investment by the fund is not possible or preferable. Participation notes provide the economic benefit of common stock ownership to the fund, while legal ownership and voting rights are retained by the counterparty. Although participation notes are usually structured with a defined maturity or termination date, early redemption may be possible. Risks associated with participation notes include the possible failure of a counterparty to perform in accordance with the terms of the agreement, inability to transfer or liquidate the notes, potential delays or an inability to redeem before maturity under certain market conditions, and limited legal recourse against the issuer of the underlying common stock.
Other Purchases and sales of portfolio securities other than short-term securities aggregated $72,671,000 and $18,827,000, respectively, for the year ended October 31, 2015.
NOTE 4 - FEDERAL INCOME TAXES
No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences.
The fund files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
Reclassifications to paid-in capital relate primarily to nondeductible tax expenses. Reclassifications between income and gain relate primarily to the character of foreign capital gains taxes. For the year ended October 31, 2015, the following reclassifications were recorded to reflect tax character (there was no impact on results of operations or net assets):
Distributions during the year ended October 31, 2015 were characterized for tax purposes as $16,000 of ordinary income. There were no distributions in the year ended October 31, 2014. At October 31, 2015, the tax-basis cost of investments and components of net assets were as follows:
The difference between book-basis and tax-basis net unrealized appreciation (depreciation) is attributable to the deferral of losses from wash sales and the realization of gains/losses on passive foreign investment companies for tax purposes. The fund intends to retain realized gains to the extent of available capital loss carryforwards. Net realized capital losses may be carried forward indefinitely to offset future realized capital gains.
NOTE 5 - FOREIGN TAXES
The fund is subject to foreign income taxes imposed by certain countries in which it invests. Additionally, certain foreign currency transactions are subject to tax, and capital gains realized upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. All taxes are computed in accordance with the applicable foreign tax law, and, to the extent permitted, capital losses are used to offset capital gains. Taxes attributable to income are accrued by the fund as a reduction of income. Taxes incurred on the purchase of foreign currencies are recorded as realized loss on foreign currency transactions. Current and deferred tax expense attributable to capital gains is reflected as a component of realized or change in unrealized gain/loss on securities in the accompanying financial statements. At October 31, 2015, the fund had no deferred tax liability attributable to foreign securities and no foreign capital loss carryforwards.
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 1.10% of the fund’s average daily net assets. The fee is computed daily and paid monthly.
The fund is also subject to a contractual expense limitation through February 28, 2017. During the limitation period, Price Associates is required to waive its management fee and pay the fund for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the fund’s ratio of annualized total expenses to average net assets (expense ratio) to exceed its expense limitation of 1.35%. The fund is required to repay Price Associates for expenses previously waived/paid to the extent its net assets grow or expenses decline sufficiently to allow repayment without causing the fund’s expense ratio to exceed its expense limitation. However, no repayment will be made more than three years after the date of a payment or waiver. Pursuant to this agreement, $203,000 of expenses were waived/paid by Price Associates during the year ended October 31, 2015. Including these amounts, expenses previously waived/paid by Price Associates in the amount of $248,000 remain subject to repayment by the fund at October 31, 2015.
In addition, the fund has entered into service agreements with Price Associates and a wholly owned subsidiary of Price Associates (collectively, Price). Price Associates provides certain accounting and administrative services to the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund’s transfer and dividend-disbursing agent. For the year ended October 31, 2015, expenses incurred pursuant to these service agreements were $123,000 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, 2015, T. Rowe Price Group, Inc., or its wholly owned subsidiaries owned 2,520,186 shares of the fund, representing 41% of the fund’s 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 Frontier Markets 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 Frontier Markets Equity Fund (one of the portfolios comprising T. Rowe Price Institutional International Funds, Inc., hereafter referred to as the “Fund”) at October 31, 2015, 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 Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2015 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 15, 2015
| Tax Information (Unaudited) for the Tax Year Ended 10/31/15 |
We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements.
The fund’s distributions to shareholders included $16,000 from short-term capital gains.
For taxable non-corporate shareholders, $358,000 of the fund’s income represents qualified dividend income subject to a long-term capital gains tax rate of not greater than 20%.
For corporate shareholders, $8,000 of the fund’s income qualifies for the dividends-received deduction.
The fund will pass through foreign source income of $907,000 and foreign taxes paid of $128,000.
| Information on Proxy Voting Policies, Procedures, and Records |
A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund’s Statement of Additional Information. You may request this document by calling 1-800-225-5132 or by accessing the SEC’s website, sec.gov.
The description of our proxy voting policies and procedures is also available on our website, troweprice.com. To access it, click on the words “Social Responsibility” at the top of our corporate homepage. Next, click on the words “Conducting Business Responsibly” on the left side of the page that appears. Finally, click on the words “Proxy Voting Policies” on the left side of the page that appears.
Each fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it through our website, follow the directions above to reach the “Conducting Business Responsibly” page. Click on the words “Proxy Voting Records” on the left side of that page, and then click on the “View Proxy Voting Records” link at the bottom of the page that appears.
| How to Obtain Quarterly Portfolio Holdings |
The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available electronically on the SEC’s website (sec.gov); hard copies may be reviewed and copied at the SEC’s Public Reference Room, 100 F St. N.E., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330.
| About the Fund’s Directors and Officers |
Your fund is overseen by a Board of Directors (Board) that meets regularly to review a wide variety of matters affecting 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 fund’s officers, who are listed in the final table. At least 75% of the Board’s members are independent of T. Rowe Price Associates, Inc. (T. Rowe Price), and its affiliates; “inside” or “interested” directors are employees or officers of T. Rowe Price. The business address of each director and officer is 100 East Pratt Street, Baltimore, Maryland 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-638-5660.
| 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, M.D.,
Ph.D. (1944) 2009 [179] |
President and Trustee, Salk Institute for Biological Studies (2009 to present); Director, BioMed Realty Trust (2013 to present); Director, Novartis, Inc. (2009 to 2014); Director, IBM (2007 to present) | |
| Anthony W. Deering
(1945) 1991 [179] |
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 [179] |
Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present) | |
| Bruce W. Duncan
(1951) 2013 [179] |
President, Chief Executive Officer, and Director, First Industrial Realty Trust, an owner and operator of industrial properties (2009 to present); Chairman of the Board (2005 to present) and Director (1999 to present), Starwood Hotels & Resorts, a hotel and leisure company | |
| Robert J. Gerrard, Jr.
(1952) 2012 [179] |
Chairman of Compensation Committee and Director, Syniverse Holdings, Inc., a provider of wireless voice and data services for telecommunications companies (2008 to 2011); Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to present) | |
| Karen N. Horn
(1943) 2003 [179] |
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) 2013 [179] |
Former Company Officer and Senior Vice President, Human Resources and Corporate Initiatives, Black & Decker Corporation (2004 to 2010) | |
| Cecilia E. Rouse, Ph.D.
(1963) 2012 [179] |
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 Research’s Labor Studies Program (2011 to present); Member, President’s Council of Economic Advisers (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) 2001 [179] |
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, Blackstone Mortgage Trust, a real estate financial company (2012 to present); Director and Chairman of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2013 to present); Director, Hudson Pacific Properties (2014 to present) | |
| Mark R. Tercek
(1957) 2009 [179] |
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) 2006 [179] |
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) 2006 [125] |
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 |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Roy H. Adkins
(1970) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Christopher D. Alderson
(1962) President |
Company’s Representative, Director, and Vice President, Price Hong Kong; Director and Vice President, Price Singapore and T. Rowe Price International; Vice President, T. Rowe Price Group, Inc. | |
| Paulina Amieva
(1981) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Malik S. Asif
(1981) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, student, The University of Chicago Booth School of Business (to 2012); Investment Consultant–Middle East and North Africa Investment Team, International Finance Corporation–The World Bank Group (to 2010) | |
| Harishankar Balkrishna
(1983) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, intern, T. Rowe Price (to 2010) | |
| Peter J. Bates, CFA
(1974) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Oliver D.M. Bell, IMC
(1969) Executive Vice President |
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) | |
| R. Scott Berg, CFA
(1972) Executive Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Steven E. Boothe, CFA
(1977) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Peter I. Botoucharov
(1965) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Director–EMEA Macroeconomic Research and Strategy (to 2012); Independent Financial Advisor, Global Source (to 2010) | |
| Tala Boulos (1984) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Vice President, CEEMEA Corporate Credit Research, Deutsche Bank (to 2013) | |
| Darrell N. Braman
(1963) Vice President |
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. | |
| Carolyn Hoi Che Chu
(1974) Vice President |
Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; formerly, Director, Bank of America Merrill Lynch and Co-head of credit and convertibles research team in Hong Kong (to 2010) | |
| Archibald Ciganer Albeniz,
CFA (1976) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Richard N. Clattenburg,
CFA (1979) Executive Vice President |
Vice President, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Michael J. Conelius, CFA
(1964) Executive Vice President |
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 |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Laurent Delgrande
(1971) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Portfolio Manager, Fidelity International Limited (to 2014) | |
| Michael Della Vedova
(1969) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Shawn T. Driscoll
(1975) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Bridget A. Ebner
(1970) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Mark J.T. Edwards
(1957) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| David J. Eiswert, CFA
(1972) Executive Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Mark S. Finn, CFA, CPA
(1963) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| John R. Gilner
(1961) Chief Compliance Officer |
Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. | |
| Paul D. Greene II
(1978) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Benjamin Griffiths, CFA
(1977) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Richard L. Hall
(1979) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly, Financial Attaché, U.S. Department of Treasury, International Affairs Division (to 2012) | |
| Steven C. Huber, CFA, FSA
(1958) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Stefan Hubrich, Ph.D., CFA
(1974) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Arif Husain, CFA
(1972) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Director/Head of UK and Euro Fixed Income, AllianceBernstein (to 2013) | |
| Dominic Janssens
(1965) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Randal S. Jenneke
(1971) Vice President |
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 |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Andrew J. Keirle
(1974) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Paul J. Krug
(1964) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Trust Company | |
| Christopher J. Kushlis,
CFA (1976) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Mark J. Lawrence
(1970) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| David M. Lee, CFA
(1962) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Patricia B. Lippert
(1953) Secretary |
Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. | |
| Christopher C. Loop, CFA
(1966) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Anh Lu (1968) Vice President |
Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
| Sebastien Mallet
(1974) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Catherine D. Mathews
(1963) Treasurer and Vice President |
Vice President, T. Rowe Price and T. Rowe Price Trust Company | |
| Jonathan H.W. Matthews,
CFA (1975) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Raymond A. Mills, Ph.D.,
CFA (1960) Executive Vice President |
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 |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Joshua Nelson
(1977) Executive Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Sridhar Nishtala
(1975) Vice President |
Vice President, Price Singapore and T. Rowe Price Group, Inc. | |
| Jason Nogueira, CFA
(1974) Executive Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| David Oestreicher
(1967) Vice President |
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 |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Kenneth A. Orchard
(1975) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Vice President, Moody’s Investors Service (to 2010) | |
| Oluwaseun A. Oyegunle, CFA
(1984) Vice President |
Vice President, 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) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Craig J. Pennington, CFA
(1971) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Global Energy Analyst, Insight Investment (to 2010) | |
| John W. Ratzesberger
(1975) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; formerly, North American Head of Listed Derivatives Operation, Morgan Stanley (to 2013) | |
| Christopher J. Rothery
(1963) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Federico Santilli, CFA
(1974) Executive Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Sebastian Schrott
(1977) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Deborah D. Seidel
(1962) Vice President |
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 |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| John C.A. Sherman
(1969) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Robert W. Smith
(1961) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Gabriel Solomon
(1977) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Joshua K. Spencer, CFA
(1973) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| David A. Stanley
(1963) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Taymour R. Tamaddon, CFA
(1976) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Ju Yen Tan (1972) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Dean Tenerelli
(1964) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Eric L. Veiel, CFA
(1972) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Verena Wachnitz, CFA
(1978) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Christopher S. Whitehouse
(1972) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| J. Howard Woodward, CFA
(1974) Vice President |
Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
| Ernest C. Yeung, CFA
(1979) Vice President |
Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
| Jeffrey T. Zoller
(1970) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Trust Company | |
| 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 registrant’s Board of Directors/Trustees has determined that Mr. Bruce W. Duncan qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Duncan 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 registrant’s principal accountant were as follows:
Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.
(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.
(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $2,366,000 and $2,159,000, respectively.
(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(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 15, 2015 | ||
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 15, 2015 | ||
| By | /s/ Catherine D. Mathews | |
| Catherine D. Mathews | ||
| Principal Financial Officer | ||
| Date December 15, 2015 | ||