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, 2016 |
Item 1. Report to Shareholders
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Institutional International Concentrated Equity Fund | October 31, 2016 |
Highlights |
● | Developed international stock markets were volatile and posted modest losses in the 12-month reporting period ended October 31, 2016. |
● | Your fund generated a 3.00% return and outperformed its benchmark in its fiscal year. |
● | The portfolio benefited from stock selection in the financials and industrials and business services sectors, but our relative results suffered from underweight allocations in the materials and information technology sectors. |
● | We are finding promising valuations in the health care, consumer staples, and telecommunication services sectors, and as a result of bottom-up stock selection, we hold significant overweight allocations in these sectors. |
The views and opinions in this report were current as of October 31, 2016. 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 International Concentrated Equity Fund
Dear Investor
Developed market stocks were volatile over the last 12 months and ended our fiscal year with modest losses. News of slowing economic growth in China and the UK’s decision to exit the European Union led to bouts of stock market volatility and occasional sharp sell-offs. Investors also worried about rising U.S. interest rates and the Federal Reserve’s timing of potential rate hikes, as well as the U.S. presidential election. Your fund outperformed the MSCI benchmark and its Lipper peer group thanks to stock selection, although sector allocation decisions were a modest detractor. By focusing on our bottom-up research—identifying companies with sound fundamentals, above-average earnings potential, and good relative valuation—we believe that the portfolio is well positioned to generate solid long-term growth.
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx3x1.jpg)
The Institutional International Concentrated Equity Fund returned 3.00% during its fiscal year ended October 31, 2016, compared with -2.74% for the MSCI EAFE Index. Stock selection in the financials, industrials and business services, and consumer staples sectors generated a strong contribution to the portfolio’s relative performance. However, stock selection and underweights to the materials, information technology, and energy sectors detracted. From a regional perspective, stock selection in Japan and developed Europe was strong. Stock selection and an underweight allocation in developed markets in the Asia-Pacific region hurt relative returns. We continue to scour the market for great investment opportunities and look to reinvest the proceeds when we find the appropriate investment at the right price.
Your fund compared favorably with its competitors. Lipper ranked the Institutional International Concentrated Equity Fund in the top decile of its multi-cap core funds universe for the one-, three-, and five-year and since-inception (July 31, 2010) periods ended October 31, 2016. (Based on cumulative total return, Lipper ranked the Institutional International Concentrated Equity Fund 16 of 438, 20 of 337, 7 of 281, and 6 of 256 funds for the one-, three-, and five-year and the since-inception periods ended October 31, 2016, respectively. Past performance cannot guarantee future results.)
Market Environment
This year will be remembered as one that was affected by geopolitical uncertainty, as the Brexit outcome and the U.S. presidential campaign both moved the markets. However, I do not remember a single year when some political or macroeconomic event hasn’t dominated headline news and investors’ attention. We are fundamental bottom-up investors who are able to find opportunities across market environments regardless of supposed tailwinds or headwinds. We benefited from Brexit-related volatility—our stock picking and portfolio construction demonstrate our focus on risk management and the conviction in our investment process.
The global economic recovery continues, but seems to be losing a little steam. It appears that the U.S. economy is in the later innings of the business cycle. As we pen this letter, Donald Trump has been elected president of the United States. His initial comments clearly have been received as pro-growth and inflationary, and bonds are in the midst of a steep sell-off. It is obviously too soon to know what actions he will take, their timing, or how the markets will react. We intend to stick to our investment process and do not intend to change the way we do things based on a Trump administration.
Central banks, somewhat surprisingly, have paused their focus on quantitative easing, and yields are climbing after dipping to all-time lows earlier this year. The word “inflation” has replaced “deflation,” and there have been notable sector rotations these past few months—specifically, away from defensive/bond-proxy stocks that were beneficiaries of the low-rate environment and toward more cyclical/ inflation beneficiaries, such as financials, capital goods, and commodities.
Portfolio Strategy
We do not have a preference for growth or value; we look for companies that have a favorable combination of fundamentals, earnings potential, and relative valuation. Our core investment belief is that the market is inherently inefficient and focused on the short term, meaning securities are often mispriced. These inefficiencies manifest themselves through valuation anomalies and a flawed perception of the magnitude and duration of a company’s growth. Our role, through disciplined fundamental research, is to identify superior investment opportunities by exploiting these pricing anomalies.
We work with our industry analysts and portfolio managers to find companies that fit our investment criteria. We look for the best stocks wherever we may find them rather than employing a regional, country, or sector focus. The portfolio’s composition is determined by the following considerations:
● | A focus on the most compelling, highest-conviction companies |
● | Position sizes determined by risk/reward characteristics |
● | Active risk management that includes a sell discipline based on analyst downgrades, achieving target prices, and forced displacement, such as mergers or acquisitions |
In general, concentrated portfolios tend to exhibit greater volatility than more broadly diversified portfolios. These divergences may also show up in our short-term comparisons with broad-based benchmarks—an inevitable characteristic of managing a concentrated portfolio. We are long-term investors, and we will attempt to exploit short-term volatility opportunistically. Stock selection dictates portfolio construction. Although we do not turn a blind eye to regional, country, and sector allocations, we will wind up with overweights and underweights compared with the benchmark as we attempt to exploit favorable themes and avoid undue risk.
Portfolio Review
Our investment style attempts to discern whether expectations as priced by the market are reasonable. We focus on best-in-class companies with durable competitive advantages and exceptional financials as evidenced by their ability to generate free cash flow and create shareholder value over time.
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx4x2.jpg)
From a country perspective, the portfolio benefited from stock selection in Japan and the UK, the two biggest markets in our investment universe. Japanese sportswear company Asics, which we initially purchased in January, was the portfolio’s best contributor over the past 12 months. Following weak results in several of its key markets last year, the stock’s valuation came down to a compelling level for what we believe is one of the leading franchises in its industry. (Please refer to the portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)
Mitsubishi Electric also contributed positively to performance. The Japanese electronics conglomerate closed some of its valuation discount to its global peers as its factory automation, home appliances, and elevators businesses registered strong results. We remain bullish on the company as we believe that the valuation gap to similar industrial companies is still too large and does not reflect the quality of the underlying business.
Japanese consumer staples company Unicharm was a standout performer. It markets personal hygiene products—namely, diapers and feminine sanitary products—and has an attractive footprint across Asia. The stock declined at the end of last year following increased competition in some of its key markets. This allowed us to accumulate more shares at attractive levels, and that decision has paid off handsomely as the company regained its leading industry position.
William Hill, a betting parlor operator, and Experian, a global provider of credit information, were the top contributors among our UK holdings. However, our exposure to some domestically exposed cyclical stocks, including Royal Bank of Scotland and Marks & Spencer, detracted from performance.
On a sector level, your fund benefited from stock selection in the financials and industrials and business services sectors. Singapore-based CapitaLand Mall Trust, a REIT, rebounded on solid revenues and earnings. We exited the position when the stock reached our assessment of fair value.
Elevator company Kone was a key contributor to the industrials sleeve of our portfolio. We built our position after the shares fell to compelling levels following concerns about the slowing property market in China. As the Chinese government stimulated the economy and the housing industry regained momentum, we gradually exited the investment, registering a handsome profit.
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx5x1.jpg)
On the other side of the ledger, stock selection and our underweight allocations to the materials and energy sectors detracted from relative performance. Commodities have had a strong run during the period. Credit stimulus in China and rumors about a possible oil output freeze by the Organization of the Petroleum Exporting Countries gave strong support for commodity prices globally. We own two stocks in the energy sector. Royal Dutch Shell posted a gain, while Eni declined. In the materials sector, we eliminated Imerys and Fuchs Petrolub after registering gains. We also generated good gains in BHP Billiton but suffered losses in a new position in Goldcorp. Despite positive stock selection in the health care sector overall, some of our picks did not perform well. Novartis and Sanofi were among the portfolio’s largest relative performance detractors on concerns about the pricing outlook in the important U.S. market and several company-specific issues.
Overall, we increased the portfolio’s overweight in consumer staples in recent months by starting new positions in Asahi Group Holdings, a Japanese brewer, and Lindt & Spruengli, a Swiss manufacturer of premium chocolate and confectionary products. We also have a significant overweight and added to our allocation to the health care and telecommunication services sector. We purchased Japan-based Olympus on price weakness in August. The company has a dominant global position in the endoscopes market, and the shares offered attractive risk/reward balance, taking into account the industry’s secular growth opportunities. In the telecommunication services industry, the fund recently initiated a position in Millicom International Cellular, a Luxembourg-listed mobile and cable operator with significant operations in Central and South America. We believe the stock trades at an undemanding valuation, considering the company has operations in some of the most underpenetrated markets globally and offers multiple avenues for expansion.
Our cash position of approximately 5% at the end of the reporting period provides your portfolio with the flexibility to take advantage of investment opportunities as they arise. As discussed previously, cash is a residual of our disciplined investment process—we don’t mind holding cash until we find high-quality businesses trading at attractive valuations.
Outlook
Looking ahead, there are reasons for investors to be optimistic about non-U.S. equity markets. Valuations and earnings expectations remain reasonable, and we do not see any major excesses that make us overly cautious. We think that there are plenty of good stock opportunities across sectors and regions, and we welcome market volatility and dislocation for the opportunity to invest at bargain prices. In our view, we are finding the best relative valuations in the health care, consumer staples, and telecommunication services sectors. As a result of bottom-up stock selection, we hold significant overweight allocations in each of these sectors.
One pocket of concern is increased merger and acquisition (M&A) activity, which has been fueled by cheap funding. Historically, M&A picks up toward market peaks rather than valleys. Clearly, there is a rush to finance at historically low rates, but we are not seeing a lot of discipline when looking at the implied multiples being paid.
The markets in which we invest are by no means expensive or in a euphoric state. We are finding good investments but have to be more selective than in the past. We do not attempt to predict how the markets will perform, but by remaining true to our investment style, we are confident we can continue to deliver strong longer-term absolute and relative returns. We remain committed to our fundamentals-driven investment process and building the portfolio through bottom-up stock selection. We will not alter our process based on assumptions about the market environment or a macroeconomic outlook.
Thank you for your confidence and for investing with T. Rowe Price.
Respectfully submitted,
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx6x1.jpg)
Federico Santilli
Chairman of the fund’s Investment Advisory Committee
November 9, 2016
The committee chairman has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the fund’s investment program.
Risks of International Investing |
Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Funds investing in a single country or in a limited geographic region tend to be riskier than more diversified funds. Risks can result from varying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.
Glossary |
Lipper averages: The averages of available mutual fund performance returns for specified time periods in categories defined by Lipper Inc.
MSCI EAFE Index: An index that measures equity market performance of developed countries in the Europe, Australasia, and Far East regions.
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
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx7x1.jpg)
Performance and Expenses
T. Rowe Price Institutional International Concentrated 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.
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx8x1.jpg)
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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.
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx8x3.jpg)
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Financial Highlights
T. Rowe Price Institutional International Concentrated Equity Fund
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx10x1.jpg)
The accompanying notes are an integral part of these financial statements.
Portfolio of Investments‡
T. Rowe Price Institutional International Concentrated Equity Fund
October 31, 2016
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx11x1.jpg)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx11x2.jpg)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx12x1.jpg)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx12x2.jpg)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx13x1.jpg)
The accompanying notes are an integral part of these financial statements.
Statement of Assets and Liabilities
T. Rowe Price Institutional International Concentrated Equity Fund
October 31, 2016
($000s, except shares and per share amounts)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx14x1.jpg)
The accompanying notes are an integral part of these financial statements.
Statement of Operations
T. Rowe Price Institutional International Concentrated Equity Fund
($000s)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx15x1.jpg)
The accompanying notes are an integral part of these financial statements.
Statement of Changes in Net Assets
T. Rowe Price Institutional International Concentrated Equity Fund
($000s)
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx16x1.jpg)
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements
T. Rowe Price Institutional International Concentrated Equity Fund
October 31, 2016
T. Rowe Price Institutional International Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Institutional International Concentrated Equity Fund (the fund) is a nondiversified, open-end management investment company established by the corporation. The fund seeks long-term growth of capital through investments in stocks of non-U.S. companies.
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. Income distributions are declared and paid annually. Distributions to shareholders are recorded on the ex-dividend date. Capital gain distributions 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 October 2016, the Securities and Exchange Commission (SEC) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Compliance with the guidance is required for financial statements filed with the SEC on or after August 1, 2017; 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. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC.
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) is an internal committee that has been delegated certain responsibilities 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, 2016:
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There were no material transfers between Levels 1 and 2 during the year ended October 31, 2016.
NOTE 3 - OTHER INVESTMENT TRANSACTIONS
Purchases and sales of portfolio securities other than short-term securities aggregated $336,737,000 and $276,010,000, respectively, for the year ended October 31, 2016.
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.
Distributions during the years ended October 31, 2016 and October 31, 2015, were characterized for tax purposes as follows:
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx20x1.jpg)
At October 31, 2016, the tax-basis cost of investments and components of net assets were as follows:
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsrx20x2.jpg)
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, 2016, 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 sub-advisory 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 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 other non-recurring expenses permitted by the investment management agreement, that would otherwise cause the fund’s ratio of annualized total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.75%. 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 in effect at the time of the waiver. However, no repayment will be made more than three years after the date of a payment or waiver. Pursuant to this agreement, $61,000 of expenses were waived/paid by Price Associates during the year ended October 31, 2016. Including these amounts, expenses previously waived/paid by Price Associates in the amount of $299,000 remain subject to repayment by the fund at October 31, 2016.
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. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. For the year ended October 31, 2016, expenses incurred pursuant to these service agreements were $60,000 for Price Associates and $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 Government Reserve Fund, the T. Rowe Price Treasury Reserve Fund, or the T. Rowe Price Short-Term 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, 2016, T. Rowe Price Group, Inc., or its wholly owned subsidiaries owned 4,862,792 shares of the fund, representing 20% of the fund’s net assets.
The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the year ended October 31, 2016, the fund had no purchases or sales cross trades with other funds or accounts advised by Price Associates.
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 International Concentrated 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 the T. Rowe Price Institutional International Concentrated Equity Fund (one of the portfolios comprising T. Rowe Price Institutional International Funds, Inc., hereafter referred to as the “Fund”) at October 31, 2016, 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, 2016 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, 2016
Tax Information (Unaudited) for the Tax Year Ended 10/31/16 |
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 $747,000 from short-term capital gains.
For taxable non-corporate shareholders, $6,203,000 of the fund’s income represents qualified dividend income subject to a long-term capital gains tax rate of not greater than 20%.
The fund will pass through foreign source income of $6,151,000 and foreign taxes paid of $532,000.
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 corporate website. To access it, please visit the following Web page:
https://www3.troweprice.com/usis/corporate/en/utility/policies.html
Scroll down to the section near the bottom of the page that says, “Proxy Voting Policies.” Click on the Proxy Voting Policies link in the shaded box.
Each fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it through T. Rowe Price, visit the website location shown above, and scroll down to the section near the bottom of the page that says, “Proxy Voting Records.” Click on the Proxy Voting Records link in the shaded box.
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 [186] | President and Trustee, Salk Institute for Biological Studies (2009 to present); Director, BioMed Realty Trust (2013 to 2016); Chairman of the Board, Mesa Biotech, a molecular diagnostic company (March 2016 to present); Director, Radiology Partners, an integrated radiology practice management company (June 2016 to present); Director, Novartis, Inc. (2009 to 2014); Director, IBM (2007 to present) | |
Anthony W. Deering (1945) | 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) | |
Bruce W. Duncan (1951) 2013 [186] | Chief Executive Officer and Director (2009 to present), Chairman of the Board (January 2016 to present), and President (2009 to September 2016), First Industrial Realty Trust, an owner and operator of industrial properties; Chairman of the Board (2005 to May 2016) and Director (1999 to May 2016), Starwood Hotels & Resorts, a hotel and leisure company; Director, Boston Properties (May 2016 to present) | |
Robert J. Gerrard, Jr. (1952) 2012 [186] | Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to present) | |
Paul F. McBride (1956) 2013 [186] | Advisory Board Member, Vizzia Technologies (2015 to present) | |
Cecilia E. Rouse, Ph.D. (1963) 2012 [186] | 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 of National Academy of Education (2010 to present); Research Associate of Labor Program (2011 to present) and Board Member (2015 to present), National Bureau of Economic Research (2011 to present); Chair of Committee on the Status of Minority Groups in the Economic Profession (2012 to present) and Vice President (2015 to present), American Economic Association | |
John G. Schreiber (1946) 2001 [186] | Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and Cochairman of the Investment Committee, Blackstone Real Estate Advisors, L.P. (1992 to 2015); Director, General Growth Properties, Inc. (2010 to 2013); Director, Blackstone Mortgage Trust, a real estate financial company (2012 to 2016); 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 2016) | |
Mark R. Tercek (1957) 2009 [186] | 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 [186] | 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, Director, and President, T. Rowe Price International and T. Rowe Price Trust Company; Chairman of the Board, all funds | |
Brian C. Rogers, CFA, CIC (1955) 2006 [131] | 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 and Vice President, Price Hong Kong; Vice President, Price Singapore; Director and Vice President, 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) | |
Harishankar Balkrishna (1983) Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Sheena L. Barbosa (1983) Vice President | Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
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 | |
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) | |
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 and Secretary | 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. | |
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 | |
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. | |
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 | |
Quentin S. Fitzsimmons (1968) Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International; formerly, Portfolio Manager, Royal Bank of Scotland Group (to 2015); Executive Director, Threadneedle Investment, Ltd. (to 2012) | |
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 | |
Amanda B. Hall, CFA (1985) Vice President | Vice President, T. Rowe Price International; formerly, student, Stanford Graduate School of Business (to 2014); Investment Analyst, Bill Gates Investments (to 2012) | |
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) | |
Nabil Hanano, CFA (1984) Vice President | Employee, T. Rowe Price; formerly, Senior Equity Research Associate, Raymond James (to 2012) | |
Steven C. Huber, CFA, FSA (1958) Vice President | Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International | |
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) | |
Randal S. Jenneke (1971) Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Nina P. Jones, CPA (1980) Vice President | Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
Yoichiro Kai (1973) Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Jai Kapadia (1982) Vice President | Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
Andrew J. Keirle (1974) Executive Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
Paul J. Krug, CPA (1964) Vice President | Vice President, T. Rowe Price, T. Rowe Price Group, Inc., 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 | |
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, T. Rowe Price Group, Inc., 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 | |
Eric C. Moffett (1974) Vice President | Vice President, Price Hong Kong and T. Rowe Price Group, Inc. | |
Tobias F. Mueller (1980) Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
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, T. Rowe Price Group, Inc., and T. Rowe Price International | |
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 | |
Oluwaseun A. Oyegunle, CFA (1984) Vice President | Vice President, T. Rowe Price Group, Inc., and 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) | |
Gonzalo Pángaro, CFA (1968) Executive Vice President | Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International | |
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) | |
Shannon H. Rauser (1987) Assistant Secretary | Employee, T. Rowe Price | |
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 | |
Dai Wang (1989) Vice President | Employee, T. Rowe Price; formerly, student Harvard Business School (to 2014); Analyst, Goldman Sachs (to 2012) | |
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 | Director, Responsible Officer, and Vice President, Price Hong Kong; Vice President, 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 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:
![](https://capedge.com/proxy/N-CSR/0001206774-16-007829/arice_ncsr.jpg)
Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.
(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.
(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,890,000 and $2,366,000, 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.
(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Institutional International Funds, Inc.
By | /s/ Edward C. Bernard | |
Edward C. Bernard | ||
Principal Executive Officer | ||
Date December 15, 2016 |
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, 2016 | ||
By | /s/ Catherine D. Mathews | |
Catherine D. Mathews | ||
Principal Financial Officer | ||
Date December 15, 2016 |