SUB-TEM 77E(a)

A lawsuit entitled Steven Curd and Rebel Curd v. SEI
Investments Management Corporation was filed against
SIMC in the U.S. District Court for the Eastern
District of Pennsylvania on December 11, 2013. The
plaintiffs bring the case as a shareholder
derivative action against SIMC on behalf of certain
SEI funds. The claims are based on Section 36(b) of
the Investment Company Act of 1940, as amended,
which allows shareholders of a mutual fund to sue
the investment adviser of the fund for an alleged
breach of fiduciary duty with respect to
compensation received by the adviser. The plaintiffs
have brought the suit against SIMC with respect to
five specific SEI Funds: the High Yield Bond, Tax-
Managed Large Cap, and Tax-Managed Small/Mid Cap
Funds, each of which is a series of the SEI
Institutional Managed Trust, the International
Equity Fund, which is a series of the SEI
Institutional International Trust and the
Intermediate Term Municipal Fund, which is a series
of the SEI Tax Exempt Trust. The plaintiffs seek:
(1) damages for the funds in the amount of the
alleged excessive fees earned by SIMC beginning from
the one year period prior to the filing of the
lawsuit, plus interest, costs, and fees; (2) orders
declaring that SIMC allegedly violated Section 36(b)
and enjoining SIMC from further alleged violations;
and (3) rescission of the advisory contracts between
SIMC and the funds, and restitution of all allegedly
excessive fees paid beginning from the one year
period prior to the filing of the lawsuit, plus
interest, costs, and fees. SIMC disputes the claims,
and intends to vigorously defend the matter.