EX-99.77E LEGAL

SIT N-SAR

SUB-ITEM 77E(a)
A lawsuit entitled Steven Curd and Rebel Curd v. SEI
Investments Management Corporation was initially
filed against SIMC in the U.S. District Court for
the Eastern District of Pennsylvania (the Court) on
December 11, 2013. On August 28, 2014, the Court
granted SIMCs motion to dismiss the initial
complaint in the lawsuit, but also granted
plaintiffs leave to amend the complaint. On October
2, 2014, plaintiffs filed an amended complaint. In
the amended complaint, SEI
Investments Global Funds Services (SGFS) was added
as a defendant. The plaintiffs bring the case as a
shareholder derivative action against SIMC and SGFS
on behalf of certain SEI funds. The claims were
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 or its affiliates for an alleged breach of
fiduciary duty with respect to compensation received
by the adviser or its affiliates. The plaintiffs
bring the suit against SIMC and SGFS with respect to
five specific SEI Funds: the International Equity
Fund, which is a series of the SEI Institutional
International Trust, 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, 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 and SGFS beginning from the one year
period prior to the filing of the lawsuit, plus
interest, costs, and fees; (2) orders declaring that
SIMC and SGFS allegedly violated Section 36(b) and
enjoining SIMC and SGFS from further alleged
violations; and (3) rescission of SIMCs and SGFSs
contracts with 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 continues to dispute
the claims, and intends to continue to vigorously
defend the matter.

EX-99.77I NEW SECUR

SUB-ITEM 77I: Terms of new or amended securities

77I(b): If the registrant has issued a new class of
securities, furnish a description of the class
called for by the applicable registration item

Description of New Class Y

SHARES

The Declaration of Trust authorizes the issuance of
an unlimited number of shares of each Fund,
each of which represents an equal proportionate
interest in that Fund. Each share upon liquidation
entitles a shareholder to a pro rata share in the
net assets of that Fund. Shareholders have no
preemptive rights. The Declaration of Trust provides
that the Trustees of the Trust may create additional
portfolios of shares or classes of portfolios. Share
certificates representing the shares will not be
issued.

The minimum initial investment for Class Y Shares is
$100,000 with minimum subsequent investments of
$1,000. Such minimums may be waived at the
discretion of SIMC.Class Y Shares may only be
purchased by:

 bank trust departments or other financial firms,
for the benefit of their clients, that have entered
into an agreement with the Funds Distributor
permitting the purchase of Class Y shares;
 institutions, such as defined benefit plans,
defined contribution plans, healthcare plans and
board
designated funds, insurance operating funds,
foundations, endowments, public plans and Taft-
Hartley plans, subject to a minimum initial
investment of least $25,000,000 in Class Y shares of
the SEI Funds;
 clients that have entered into an investment
advisory agreement with SIMC with respect to their
assets invested in the Funds; and
 other SEI mutual funds.

In the event that a shareholder no longer meets the
eligibility requirements for investment in the Class
Y
Shares, a Fund may, in its discretion, elect to
convert such shareholders Class Y Shares into a
Class of Shares of the same Fund for which such
shareholder does meet the eligibility requirements.
If
such investor meets the eligibility requirements for
more than one other Class, then such shareholders
Class Y Shares shall be convertible into shares of
the Class having the lowest total annual operating
expenses (disregarding fee waivers) for which such
shareholder meets the eligibility requirements.


VOTING
Each share held entitles the shareholder of record
to one vote. The shareholders of each portfolio or
class will vote separately on matters relating
solely to that portfolio or class, such as any
distribution plan.  As a Massachusetts business
trust, the Trust is not required to hold annual
meetings of shareholders, but approval will be
sought for certain changes in the operation of the
Trust or for the election of Trustees under certain
circumstances. In addition, a Trustee may be removed
by the remaining Trustees or by shareholders at a
special meeting called upon written request of
shareholders owning at least 10% of the outstanding
shares of the Trust. In the event that such a
meeting is requested, the Trust will provide
appropriate assistance and information to the
shareholders requesting the meeting.  Where the
Prospectus or SAI for the Funds states that an
investment limitation or a fundamental policy may
not be changed without shareholder approval or that
other action requires shareholder approval, such
approval means the vote of: (i) 67% or more of a
Funds shares present at a meeting if the holders of
more than 50% of the outstanding shares of the Fund
are present or represented by proxy; or (ii) more
than 50% of a Funds outstanding shares, whichever is
less.

SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as
a Massachusetts business trust. Under
Massachusetts law, shareholders of such a Trust
could, under certain circumstances, be held
personally
liable as partners for the obligations of the Trust.
However, even if the Trust were held to be a
partnership, the possibility of the shareholders
incurring financial loss for that reason appears
remote because the Trusts Declaration of Trust
contains an express disclaimer of shareholder
liability for obligations of the Trust and requires
that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or
executed by or on behalf of the Trust or the
Trustees and because the Declaration of Trust
provides for indemnification out of the Trust
property for any shareholders held personally liable
for the obligations of the Trust.