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<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exh.txt
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Retyped - 10/12/90
Amended 10/12/90 - Sec. 2.5
Amended 12/13/91 - Sec. 8
Amended 10/9/92 - Sec. 11
Amended - 2/16/96:  - Section  3.1,  paragraph  2
Amended - 4/5/96:  - Section  2.1,  paragraph  1
Amended - 4/12/00 - Section 2.1, paragraph 1
Amended -  2/13/01  -  Section  2.1
Amended - 5/8/01 - Section 2.1

BY-LAWS OF COLONIAL INTERMEDIATE HIGH INCOME FUND

Section 1. Agreement and Declaration of Trust and Principal Office

1.1     Agreement and  Declaration  of Trust.  These By-Laws
        shall be subject to the Agreement and  Declaration of
        Trust,  as from time to time in effect (the "Declaration
        of Trust"), of Colonial Intermediate High Income Fund,
        a Massachusetts  business Trust  established by the
        Declaration of Trust (the "Trust").

1.2     Principal Office of the Trust.  The principal office of
        the Trust shall be located in Boston, Massachusetts.

Section 2. Shareholders

2.1     Shareholder  Meetings.  The annual  meeting of the
        shareholders of the Trust shall be held between April 1
        and April 30 in each year, on a date and at a time within
        that period set by the Trustees; provided, however, that
        the 2000 annual meeting of shareholders shall be held
        between April 1, 2000 and June 30,  2000 on a date and
        time  within that period as set by the  president,
        secretary  or any vice  president  of the  Trust and
        further  provided,  however,  that the 2001 annual meeting
        shall be held between June 1 and July 31, 2001,  on a date
        and time within that period as set by the  president,
        secretary or any vice president of the Trust.  The  annual
        meeting  of the  shareholders  of the  Trust  shall be
        held between  April 1 and May 31 beginning  in 2002,  on a
        date and at a time within that period set by the president,
        secretary or any vice president of the Trust. A special
        meeting of the  shareholders of the Trust may be called at
        any time by the Trustees, by the president or, if the
        Trustees and the president shall fail to call any meeting
        of  shareholders  for a period of 30 days after written
        application of one or more shareholders who hold at least
        10% of all outstanding  shares of the Trust, then such
        shareholders  may call such meeting.  Each call of a
        meeting shall state the place, date, hour and purposes
        of the meeting.

2.2     Place of Meetings. All meetings of the shareholders
        shall be held at the principal  office of the  Trust,
        or,  to the  extent  permitted  by the Declaration  of
        Trust,  at such other place within the United  States as
        shall be designated by the Trustees or the president of
        the Trust.

2.3     Notice of Meetings.  A written  notice of each meeting
        of  shareholders, stating the place, date and hour and
        the purposes of the meeting,  shall be given at least
        seven  days  before the  meeting to each  shareholder
        entitled  to vote  thereat by  leaving  such  notice
        with him or at his residence or usual place of business
        or by mailing it, postage  prepaid, and  addressed to
        such  shareholder  at his address as it appears in the
        records of the Trust.  Such notice shall be given by
        the secretary or an assistant  secretary or by an
        officer designated  by the Trustees.  No notice of any
        meeting of shareholders  need be given to a shareholder
        if a written waiver of notice, executed before or after
        the meeting by such shareholder or his attorney thereunto
        duly authorized, is filed with the records of the meeting.

2.4     Ballots.  No ballot  shall be required  for any  election
        unless requested  by a  shareholder  present or represented
        at the meeting and entitled to vote in the election.

2.5     Proxies.  Shareholders  entitled to vote may vote either
        in person or by proxy in writing dated not more than six
        months before the meeting named therein, which proxies
        shall be filed with the secretary or other person
        responsible to record the proceedings of the meeting
        before being voted.  Unless otherwise specifically limited
        by their terms, such proxies shall entitle the holders
        thereof to vote at any  adjournment of such meeting but
        shall not be valid after the final adjournment of such
        meeting.  The placing of a  shareholder's  name on a proxy
        pursuant to  telephonic or electronically  transmitted
        instructions obtained pursuant to procedures reasonably
        designed to verify that such instruction have been
        authorized by such shareholder  shall  constitute
        execution of such proxy by or on behalf of such shareholder.

Section 3. Trustees

3.1     Committees  and  Advisory  Board.  The  Trustees  may
        appoint from their number  an  executive  committee
        and  other  committees.  Except as the Trustees may
        otherwise determine,  any such committee may make rules
        for conduct of its business.  The Trustees may appoint
        an advisory  board to consist of not less than two nor
        more than five members.  The members of the advisory
        board shall be  compensated in such manner as the
        Trustees may  determine  and shall confer with and
        advise the Trustees  regarding the  investments  and
        other  affairs  of the Trust.  Each  member of the
        advisory board shall hold office until the first meeting
        of the Trustees following the next meeting of the
        shareholders  and until his successor is elected and
        qualified,  or until he sooner dies, resigns, is removed,
        or becomes disqualified, or until the advisory board is
        sooner abolished by the Trustees.

       In addition,  the  Trustees may appoint a Dividend
       Committee of not less than three persons, who may
       (but need not) be Trustees.

3.2     Regular  Meetings.  Regular meetings of the Trustees may
        be held without call or notice at such places and at such
        times as the Trustees may from  time to time  determine,
        provided  that  notice  of the  first  regular meeting
        following  any such  determination  shall  be  given to
        absent Trustees.

3.3     Special  Meetings.  Special  meetings of the Trustees
        may be held at any time and at any place designated in
        the call of the meeting, when called by the president or
        the treasurer or by two or more Trustees, sufficient notice
        thereof being  given to each  Trustee  by the  secretary
        or an assistant secretary or by the officer or one of the
        Trustees calling the meeting.

3.4     Notice.  It shall be  sufficient  notice to a Trustee to
        send  notice by mail at least  forty-eight  hours or by
        telegram  at least  twenty-four hours before the meeting
        addressed to the Trustee at his or her usual or last known
        business or residence address or to give notice to him or
        her in person or by telephone at least twenty-four hours
        before the meeting.  Notice of a meeting need not be given
        to any Trustee if a written waiver of notice,  executed by
        him or her before or after the meeting, is filed with the
        records of the  meeting,  or to any  Trustee  who  attends
        the meeting without protesting prior thereto or at its
        commencement the lack of notice to him or her.  Neither
        notice of a meeting nor a waiver of a notice need specify
        the purposes of the meeting.

3.5    Quorum. At any meeting of the Trustees  one-third of the
       Trustees then in office shall constitute a quorum;  provided,
       however, a quorum shall not be less than two.  Any  meeting
       may be  adjourned  from time to time by a majority of the
       votes cast upon the question,  whether or not a quorum is
       present, and the meeting may be held as adjourned without
       further notice.

Section 4. Officers and Agents

4.1     Enumeration;  Qualification.  The  officers  of  the
        Trust  shall  be a president,  a treasurer, a secretary
        and such other officers, if any, as the Trustees from time
        to time may in their discretion elect or appoint.  The Trust
        may also have such agents,  if any, as the Trustees  from
        time to time may in their  discretion  appoint.  Any  officer
        may be but none need be a Trustee or shareholder. Any two
        or more offices may be held by the same person.

4.2     Powers.  Subject to the other provisions of these By-Laws,
        each officer shall  have,  in  addition  to the duties
        and powers  herein and in the Declaration  of Trust set
        forth,  such duties and powers as are commonly incident
        to his or her  office  as if the  Trust  were  organized
        as a Massachusetts  business  corporation and such other
        duties and powers as the  Trustees  may  from  time  to
        time  designate,  including  without limitation the power
        to make purchases and sales of portfolio securities of the
        Trust  pursuant  to  recommendations  of the  Trust's
        investment adviser in accordance  with the policies and
        objectives of the Trust set forth in its prospectus  and
        with such general or specific  instructions as the Trustees
        may from time to time have issued.

4.3     Election.  The  president,  the  treasurer  and the
        secretary  shall be elected annually by the Trustees. Other
        elected officers, if any, may be elected or  appointed
        by the  Trustees at said  meeting or at any other time.

4.4     Tenure. The president, the treasurer and the secretary shall
        hold office until their respective  successors are chosen
        and qualified,  or in each case  until he or she  sooner
        dies,  resigns,  is  removed  or  becomes disqualified.
        Each other  officer  shall hold office at the pleasure of
        the  Trustees.  Each  agent  shall  retain his or her
        authority  at the pleasure of the Trustees.

4.5     President  and  Vice  Presidents.  The  president  shall
        be  the  chief executive  officer  of the Trust.  The
        president  shall  preside at all meetings of the
        shareholders  and of the Trustees at which he or she is
        present,  except as otherwise voted by the Trustees.
        Any vice president shall have such  duties and powers
        as shall be  designated  from time to time by the Trustees.

4.6     Treasurer and  Controller.  The treasurer  shall be the
        chief  financial officer of the Trust and subject to any
        arrangement made by the Trustees with a bank or trust
        company  or other  organization  as  custodian  or transfer
        or  shareholder  services  agent,  shall be in  charge  of
        its valuable  papers  and shall  have  such  duties  and
        powers as shall be designated  from time to time by the
        Trustees or by the  president.  Any assistant  treasurer
        shall  have  such  duties  and  powers as shall be
        designated from time to time by the Trustees.

        The Controller  shall be the chief  accounting  officer
        of the Trust and shall be in charge of its books of account
        and accounting  records.  The Controller shall be responsible
        for preparation of financial  statements of the Trust  and
        shall  have such  other  duties  and  powers as may be
        designated from time to time by the Trustees or the
        President.

4.7     Secretary and  Assistant  Secretaries.  The  secretary
        shall record all proceedings  of the  shareholders  and the
        Trustees in books to be kept therefor,  which  books  shall
        be kept at the  principal  office  of the Trust.  In the
        absence of the secretary from any meeting of shareholders
        or Trustees, an assistant secretary, or if there be none
        or he or she is absent,  a  temporary  clerk  chosen at the
        meeting  shall  record  the proceedings thereof in the
        aforesaid books.

Section 5. Resignations and Removals

Any  Trustee,  officer  or  advisory  board  member  may  resign
at any time by delivering his or her resignation in writing to the
president,  the treasurer or the  secretary  or to a meeting of the
Trustees.  The  Trustees  may remove any officer  elected by them
with or without  cause by the vote of a majority of the Trustees
then in office.  Except to the extent  expressly  provided in a
written agreement  with the  Trust,  no  Trustee,  officer,  or
advisory  board  member resigning,  and no officer or advisory
board member removed shall have any right to any  compensation
for any period following his or her resignation or removal,
or any right to damages on account of such removal.

Section 6. Vacancies

A vacancy  in any office may be filled at any time.  Each
successor  shall hold office for the unexpired  term, and in the
case of the president,  the treasurer and the  secretary,  until
his or her successor is chosen and  qualified,  or in each  case
until  he or  she  sooner  dies,  resigns,  is  removed  or
becomes disqualified.

Section 7. Shares of Beneficial Interest

7.1     Share Certificates.  Each shareholder shall be entitled
        to a certificate stating the number of shares  owned by
        him or her, in such form as shall be prescribed from time
        to time by the Trustees.  Such certificate shall be
        signed by the  president or a vice  president and by the
        treasurer or an  assistant  treasurer.  Such  signatures
        may  be  facsimiles  if the certificate is signed by a
        transfer agent or by a registrar,  other than a Trustee,
        officer or employee of the Trust. In case any officer
        who has signed or whose facsimile  signature has been
        placed on such certificate shall have ceased to be such
        officer before such  certificate is issued, it may be
        issued by the Trust with the same  effect as if he or
        she were such officer at the time of its issue.

        In lieu of issuing certificates for shares, the
        Trustees or the transfer agent may either issue  receipts
        therefor or may keep accounts upon the books of the Trust
        for the record  holders of such shares,  who shall in
        either case be deemed, for all purposes hereunder,  to
        be the holders of certificates  for such shares as if
        they had accepted such  certificates and shall be held
        to have  expressly  assented  and  agreed to the terms
        hereof.

7.2     Loss of Certificates.  In the case of the alleged loss
        or destruction or the mutilation of a share  certificate,
        a duplicate  certificate may be issued in place thereof,
        upon such terms as the Trustees may prescribe.

7.3     Discontinuance of Issuance of Certificates. The Trustees
        may at any time discontinue  the  issuance  of share
        certificates  and may,  by written notice to each
        shareholder,  require the surrender of share certificates
        to the Trust for cancellation. Such surrender and
        cancellation shall not affect the ownership of shares
        in the Trust.

Section 8. Record Date and Closing Transfer Books

The  Trustees  may fix in advance a time,  which  shall not
be more than 90 days before the date of any  meeting of
shareholders  or the date for the payment of any dividend or
making of any other distribution to shareholders,  as the record
date for determining the shareholders  having the right to notice
and to vote at such meeting and any  adjournment  thereof or the
right to receive such dividend or  distribution,  and in such
case only  shareholders  of record on such record date shall have
such right,  notwithstanding any transfer of shares on the books
of the Trust  after the record  date;  or without  fixing  such
record date the Trustees may for any of such  purposes  close
the transfer  books for all or any part of such period.

Section 9. Seal

The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts"  together with the name of the Trust and the
year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair
the validity of, any  document,  instrument or other paper
executed and delivered by or on behalf of the Trust.

Section 10. Execution of Papers

Except as the  Trustees may  generally  or in  particular
cases  authorize  the execution thereof in some other manner,
all deeds, leases, transfers, contracts, bonds, notes, checks,
drafts and other obligations made, accepted or endorsed by the
Trust shall be signed, and all transfers of securities
standing in the name of the  Trust  shall  be  executed,  by
the  president  or by  one of the  vice presidents  or by the
treasurer or by  whomsoever  else shall be designated  for that
purpose  by the  vote of the  Trustees  and  need not bear
the seal of the Trust.

Section 11. Fiscal Year

Except as from  time to time  otherwise  provided  by the
Trustees,  President, Secretary,  Controller  or  Treasurer
the fiscal year of the Trust shall end on October 31.

Section 12. Amendments

These By-Laws may be amended or repealed,  in whole or in part,
by a majority of the Trustees  then in office at any meeting of
the  Trustees,  or by one or more writings signed by such
a majority.
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