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<TYPE>EX-99
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<FILENAME>exh.txt
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77C Matters submitted to a vote of security holders

Colonial Intermediate High Income Fund

(a) On September 26, 2001, a Special Meeting of Shareholders of Colonial
Intermediate High Income Fund (Fund) was held to approve the following item, as
described in the Proxy Statement for the Meeting. On July 16, 2001, the record
date for the Meeting, the Fund had 18,786,450.37 outstanding shares of
beneficial interest. The vote cast at the Meeting was as follows:

(b)1. Election of eleven Board of Trustees:

                              For                             Withheld

Douglas A. Hacker           18,421,998.00                      364,452.36
Janet Langford Kelly        18,421,998.00                      364,452.36
Richard W. Lowry            18,421,998.00                      364,452.36
Salvatore Macera            18,409,902.00                      376,548.36
William E. Mayer            18,419,282.00                      367,168.36
Charles R. Nelson           18,421,998.00                      364,452.36
John J. Neuhauser           18,421,998.00                      364,452.36
Joseph R. Palombo           18,419,282.00                      367,168.36
Thomas E. Stitzel           18,426,570.00                      359,880.36
Thomas C. Theobald          18,421,998.00                      364,452.36
Anne-Lee Verville           18,421,998.00                      364,452.36

(b)   Not applicable

(c)(1) To approve a new Investment Advisory Agreement

       For:          18,786,450.37      shares of beneficial interest being a
                                        majority of the shares represented
                                        at the Meeting
      Against:         264,656.19       shares of beneficial interest
      Abstain          245,127.86       shares of beneficial interest

 (d) not applicable

(proxy statement incorporated herein by reference to Accession number
0000950135-01-502257)


ITEM 77L Change in Accounting Principles and Practices

As required, effective January 1, 2001, Colonial Intermediate High Income
Fund, has adopted the provisions of the AICPA Audit and Accounting Guide
for Investment Companies and began amortizing and accreting all premiums
and discounts on debt securities as required for adherence to generally
accepted accounting principles. The financial statements and notes to
financial statements have been adjusted accordingly for this fund, which
was materially impacted by this change.

77Q1 - Exhibits - Management Agreement

                     COLONIAL INTERMEDIATE HIGH INCOME FUND

                              MANAGEMENT AGREEMENT

AGREEMENT dated as of November 1, 2001, between COLONIAL INTERMEDIATE HIGH
INCOME FUND, a Massachusetts business trust ("Fund"), and COLONIAL MANAGEMENT
ASSOCIATES, INC., a Massachusetts corporation ("Advisor").

In consideration of the promises and covenants herein, the parties agree as
follows:

1. The Advisor will manage the investment of the assets of the Fund in
   accordance with its investment policies and will perform the other services
   herein set forth, subject to the supervision of the Board of Trustees of the
   Fund.

2. In carrying out its investment management obligations, the Advisor shall:

      (a) evaluate such economic, statistical and financial information and
    undertake such investment research as it shall believe advisable; (b)
    purchase and sell securities and other investments for the Fund in
    accordance with the procedures approved by the Board of Trustees; and (c)
    report results to the Board of Trustees.

3. The Advisor shall furnish at its expense the following:

      (a) office space, supplies, facilities and equipment; (b) executive and
    other personnel for managing the affairs of the Fund (including preparing
    financial information of the Fund and reports and tax returns required to be
    filed with public authorities, but exclusive of those related to custodial,
    transfer, dividend and plan agency services, determination of net asset
    value and maintenance of records required by Section 31(a) of the Investment
    Company Act of 1940, as amended, and the rules thereunder (1940 Act)); and
    (c) compensation of Trustees who are directors, officers, partners or
    employees of the Advisor or its affiliated persons (other than a registered
    investment company).

4. The Advisor shall be free to render similar services to others so long as its
services hereunder are not impaired thereby.

5. The Fund shall pay the Advisor monthly a fee at the annual rate of 0.65% of
the average weekly net assets of the Fund.

    In addition, the Fund shall pay the Advisor monthly a fee equal to 20% of
    the Fund's Leverage Income; provided, however, if the Fund's Leverage Income
    is less than zero then the Advisor shall pay the Fund 20% of the Fund's
    Leverage Income.

    "Leverage Income" shall mean:

    (gross income of the      (% of Fund's average         (interest and other
      Fund for such           daily total assets            borrowing expenses
      month)              x   represented by            --  associated with
                              leverage as of the            leverage for such
                              last day of such              month)
                              month)

6. If the operating expenses of the Fund for any fiscal year exceed the most
   restrictive applicable expense limitation for any state in which shares are
   sold, the Advisor's fee shall be reduced by the excess but not to less than
   zero.

7.   This Agreement shall become effective as of the date of its execution, and
     (a) unless otherwise terminated, shall continue until July 31, 2003 and
     from year to year thereafter so long as approved annually in accordance
     with the 1940 Act; (b) may be terminated without penalty on sixty days'
     written notice to the Advisor either by vote of the Board of Trustees of
     the Fund or by vote of a majority of the outstanding voting securities of
     the Fund; (c) shall automatically terminate in the event of its assignment;
     and (d) may be terminated without penalty by the Advisor on sixty days'
     written notice to the Fund.

8.   This Agreement may be amended in accordance with the 1940 Act.

9.   For the purpose of the Agreement, the terms "vote of a majority of the
     outstanding voting securities", "affiliated person" and "assignment" shall
     have their respective meanings defined in the 1940 Act and exemptions and
     interpretations issued by the Securities and Exchange Commission under the
     1940 Act.

10.  In the absence of willful misfeasance, bad faith or gross negligence on the
     part of the Advisor, or reckless disregard of its obligations and duties
     hereunder, the Advisor shall not be subject to any liability to the Fund,
     to any shareholder of the Fund or to any other person, firm or
     organization, for any act or omission in the course of, or connected with,
     rendering services hereunder.

COLONIAL INTERMEDIATE HIGH INCOME FUND




By: ____________________________________________
     William J. Ballou
      Secretary

COLONIAL MANAGEMENT ASSOCIATES, INC.




By: ____________________________________________
      William J. Ballou
       Senior Vice President

A copy of the document establishing the Fund is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Fund individually but only upon the assets of the Fund.

77Q- Exhibits - Accountants Report on Internal Control

[PricewaterhouseCoopers logo]
PricewaterhouseCoopers LLP
160 Federal Street
Boston, MA 02110-9862
                       Report of Independent Accountants

To the Board of Trustees and Shareholders of
Colonial Intermediate High Income Fund

In planning and performing our audits of the financial statements of Colonial
Intermediate High Income Fund (the "Fund") for the year ended October 31, 2001,
we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, and not to provide assurance on internal
control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
October 31, 2001.

This report is intended solely for the information and use of the Board of
Trustees, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.



PricewaterhouseCoopers LLP
December 10, 2001





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