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<SEC-DOCUMENT>0000912938-08-000034.txt : 20080129
<SEC-HEADER>0000912938-08-000034.hdr.sgml : 20080129
<ACCEPTANCE-DATETIME>20080129091730
ACCESSION NUMBER:		0000912938-08-000034
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20071130
FILED AS OF DATE:		20080129
DATE AS OF CHANGE:		20080129
EFFECTIVENESS DATE:		20080129

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFS INTERMEDIATE HIGH INCOME FUND
		CENTRAL INDEX KEY:			0000833021
		IRS NUMBER:				046593681
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05567
		FILM NUMBER:		08556098

	BUSINESS ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		20TH FL LEGAL DEPT.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		6179545000

	MAIL ADDRESS:	
		STREET 1:		500 BOYLSTON ST
		STREET 2:		20TH FL LEGAL DEPT.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COLONIAL INTERMEDIATE HIGH INCOME FUND
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 11/30/2007
000 C000000 0000833021
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001 A000000 MFS INTERMEDIATE HIGH INCOME FUND
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008 B000001 A
008 C000001 801-17352
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008 D030001 02116
010 A000001 MASSACHUSETTS FINANCIAL SERVICES
010 B000001 801-17352
010 C010001 BOSTON
010 C020001 MA
010 C030001 02116
012 A000001 MFS SERVICE CENTER, INC.
012 B000001 84-1316
012 C010001 BOSTON
012 C020001 MA
012 C030001 02116
012 A000002 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000002 85-1134
012 C010002 PROVIDENCE
012 C020002 RI
012 C030002 02940
013 A000001 ERNST & YOUNG LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
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015 B000001 C
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<PAGE>      PAGE  2
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015 C030001 02110
015 E010001 X
015 A000002 THE BANK OF NEW YORK
015 B000002 S
015 C010002 NEW YORK
015 C020002 NY
015 C030002 10286
015 E010002 X
018  000000 Y
019 A000000 N
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020 A000001 CANTOR FITZGERALD & CO., INC.
020 B000001 95-1786286
020 C000001      3
020 A000002 JEFFERIES CO., INC.
020 B000002 00-0000000
020 C000002      2
020 A000003 DEUTSCHE BANK AG
020 B000003 13-6124068
020 C000003      1
020 A000004 LEHMAN BROTHERS HOLDINGS, INC.
020 B000004 13-2518466
020 C000004      1
020 A000005 J.P. MORGAN CHASE & CO.
020 B000005 13-3224017
020 C000005      1
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020 B000006 13-3299429
020 C000006      1
020 A000007 VERITAS SECURITIES
020 B000007 00-000000
020 C000007      1
020 A000008 MERRILL LYNCH & CO., INC.
020 B000008 13-5674085
020 C000008      1
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020 B000009 00-0000000
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<PAGE>      PAGE  3
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022 C000003    172754
022 D000003         0
022 A000004 J.P. MORGAN CHASE & CO.
022 B000004 13-3224017
022 C000004     21760
022 D000004     10356
022 A000005 CREDIT SUISSE GROUP
022 B000005 13-5659485
022 C000005     22393
022 D000005      4918
022 A000006 CITIGROUP, INC.
022 B000006 13-3187336
022 C000006     17202
022 D000006      9447
022 A000007 ABBEY NATIONAL PLC
022 B000007 00-0000000
022 C000007     20538
022 D000007         0
022 A000008 GENERAL MOTORS ACCEPTANCE CORP.
022 B000008 00-0000000
022 C000008     20012
022 D000008         0
022 A000009 LEHMAN BROTHERS HOLDINGS, INC.
022 B000009 13-2518466
022 C000009     10774
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022 A000010 DEUTSCHE BANK AG
022 B000010 13-6124068
022 C000010     12277
022 D000010      4745
023 C000000    1229119
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025 A000001 J.P. MORGAN CHASE & CO.
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025 A000002 MERRILL LYNCH & CO., INC.
025 B000002 13-5674085
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025 A000003 J.P. MORGAN CHASE & CO.
025 B000003 13-3224017
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SIGNATURE   JAMES YOST
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>2
<FILENAME>o77.txt
<TEXT>
<Page>

QUESTION 70P 1                                YES
QUESTION 70P 2                                YES

<Table>
<Caption>


TRUST                                         FUND NAME
<S>                                           <C>
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
Colonial Intermediate High Income Fund Trust  Colonial Intermediate High Income Fund
<Caption>
                                                                                            NOTE /
                                                                                            BOND /
TRUST                                         ISSUER/ SECURITY DESCRIPTION                  EQUITY  PURCHASE DATE  SELLING BROKER
<S>                                           <C>                                            <C>      <C>          <C>
Colonial Intermediate High Income Fund Trust  Navios Maritime Holdings                       Bond     12/13/2006   Merrill Lynch
Colonial Intermediate High Income Fund Trust  Quebecor World Inc                             Bond     12/13/2006   Citigroup
Colonial Intermediate High Income Fund Trust  Chaparral Energy Inc 8.875% 2/1/2017           Note      1/10/2007   JP Morgan
Colonial Intermediate High Income Fund Trust  American Axle & Manufacturing 7.875% 3/15/15   Bond      2/22/2007   JP Morgan
Colonial Intermediate High Income Fund Trust  Umbrella Acquisition 9.75% 3/15/19             Note      3/1/2007    Credit Suisse
Colonial Intermediate High Income Fund Trust  TRW Automotive 7.0% 3/15/14                    Bond      3/14/2007   Lehman
Colonial Intermediate High Income Fund Trust  General Cable 7.725% 4/1/15                    Note      3/15/2007   Goldman Sachs
Colonial Intermediate High Income Fund Trust  General Cable 7.125% 4/1/17                    Note      3/15/2007   Goldman Sachs
Colonial Intermediate High Income Fund Trust  Aventine Renewable Energy 10.0% 4/1/17         Bond      3/21/2007   JP Morgan
Colonial Intermediate High Income Fund Trust  Advanced Medical Options 7.50% 5/1/2017        Note      3/27/2007   UBS
Colonial Intermediate High Income Fund Trust  Tobacco Settlement Corp 6.706% 6/1/43          Bond      4/27/2007   Bear Stearns
Colonial Intermediate High Income Fund Trust  MGM Mirage Inc 7.50% 6/01/16                   Bond      5/8/2007    Citigroup
Colonial Intermediate High Income Fund Trust  Lyondell Chemical Co 6.875% 6/15/2017          Bond      5/30/2007   Citigroup
Colonial Intermediate High Income Fund Trust  Smithfield Foods 7.75% 7/01/2017               Bond      6/19/2007   Citigroup
<Caption>
                                              FACE VALUE BOND /
                                                # OF SHARES       SHARE PRICE/  AMOUNT PAID
TRUST                                             PURCHASED           PAR         BY FUND     FYE
<S>                                                 <C>             <C>           <C>        <C>
Colonial Intermediate High Income Fund Trust        370,000            99.32      367,469    11/30
Colonial Intermediate High Income Fund Trust        250,000           100.00      250,000    11/30
Colonial Intermediate High Income Fund Trust        145,000           99.178      143,808    11/30
Colonial Intermediate High Income Fund Trust         85,000           100.00       85,000    11/30
Colonial Intermediate High Income Fund Trust        370,000         100.0000      370,000    11/30
Colonial Intermediate High Income Fund Trust        465,000          98.6540      458,741    11/30
Colonial Intermediate High Income Fund Trust        170,000         100.0000      170,000    11/30
Colonial Intermediate High Income Fund Trust        170,000         100.0000      170,000    11/30
Colonial Intermediate High Income Fund Trust        340,000         100.0000      340,000    11/30
Colonial Intermediate High Income Fund Trust        175,000         100.0000      175,000    11/30
Colonial Intermediate High Income Fund Trust        425,000           99.990      424,958    11/30
Colonial Intermediate High Income Fund Trust        900,000         100.0000      900,000    11/30
Colonial Intermediate High Income Fund Trust        350,000         100.0000      350,000    11/30
Colonial Intermediate High Income Fund Trust        350,000         100.0000      350,000    11/30
</Table>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>a77q1.txt
<TEXT>

                     COLONIAL INTERMEDIATE HIGH INCOME FUND

                           CERTIFICATION OF AMENDMENT

                           TO THE DECLARATION OF TRUST

Pursuant to Article IX,  Section 7 of the Amended and  Restated  Declaration  of
Trust  dated  July  27,  1989,  as  amended  (the  "Declaration"),  of  Colonial
Intermediate  High Income Fund (the  "Trust"),  the Trustees of the Trust hereby
amend  Article  I,  Section  1 of the  Declaration  to read in its  entirety  as
follows:

                  "Section  1. This  Trust  shall be known as "MFS  Intermediate
                  High Income Fund," and the Trustees shall conduct the business
                  of the Trust  under  that  name or any other  name as they may
                  from time to time determine."

Pursuant to Article IX, Section 7 of the  Declaration,  this instrument shall be
effective upon the filing of this  instrument with the Secretary of State of The
Commonwealth of Massachusetts.


<PAGE>


         IN  WITNESS  WHEREOF,  a  majority  of the  Trustees  of the Trust have
executed this amendment, in one or more counterparts,  all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of June 29, 2007 and further  certify,  as provided by the provisions of Article
IX,  Section 7 of the  Declaration,  that this amendment was duly adopted by the
undersigned in accordance with Section 7 of the Declaration.


<PAGE>




ROBERT E. BUTLER

Robert E. Butler
804 addressStreetW. Park Avenue
State College PA  16803

CityplaceLAWRENCE H. COHN

CityplaceLawrence H. Cohn
addressStreet45 Singletree Road
Chestnut Hill MA  02467

DAVID H. GUNNING

PersonNameDavid H. Gunning
addressStreet2571 N. Park Blvd.
CityplaceCleveland Heights StateOH  PostalCode44106


WILLIAM R. GUTOW

PersonNameWilliam R. Gutow
3 Rue Dulac

CityplaceDallas StateTX  PostalCode75230


MICHAEL HEGARTY

Michael Hegarty

addressStreet177 Old Briarcliff Road
Briarcliff CityplaceManor StateNY  PostalCode10510


J. ATWOOD IVES

PersonNameJ. Atwood Ives
addressStreet17 West Cedar Street
CityplaceBoston StateMA  PostalCode02108

ROBERT J. MANNING

Robert J. Manning
addressStreet13 Rockyledge Road

Swampscott MA  01907


CityplaceLAWRENCE T. PERERA

CityplaceLawrence T. Perera
addressStreet18 Marlborough Street
CityplaceBoston StateMA  PostalCode02116

ROBERT C. POZEN

Robert C. Pozen
addressStreet9 Arlington Street
CityplaceBoston StateMA PostalCode02116

J. DALE SHERRATT

J. Dale Sherratt
addressStreet86 Farm Road
Sherborn MA  01770

LAURIE J. THOMSEN

Laurie J. Thomsen
addressStreet235 Nashawtuc Road
CityplaceConcord StateMA PostalCode01742

ROBERT W. UEK

Robert W. Uek
536 Tierra Mar Lane
Naples FL  34108


<PAGE>


                                SUB ITEM 77Q1(a)


                               BY-stocktickerLAWS

                                       OF

                        MFS 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 MFS 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 CityplaceBoston, StateMassachusetts.
        -----------------------------

                             Section 2. Shareholders

2.1     Shareholder  Meetings.  The annual  meeting of the  shareholders  of the
        Trust shall be held between  April 1 and July 31 in each year, on a date
        and at a time  within that period set by the  Trustees,  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
        country-regionplaceUnited  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 board chair,  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 board chair,  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  and a  secretary  who shall be elected by the
         Trustees.  In addition,  there shall be an Independent Chief Compliance
         Officer,  who  shall be  elected  or  appointed  by a  majority  of the
         Trustees,  including a majority of the Trustees who are not  interested
         persons of the Trust as defined  under the  Investment  Company  Act of
         1940 (the "1940 Act") (the  "Independent  Trustees"),  and otherwise in
         accordance with rule 38a-1 (or any successor rule) thereunder,  as such
         rule may be amended from time to time ("Rule 38a-1"). The Trustees from
         time to time  may in  their  discretion  elect or  appoint  such  other
         officers,  if any, as the business of the Trust may require pursuant to
         section 4.3 of these By-Laws.  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.  The
         Independent Chief Compliance  Officer shall perform the duties and have
         the  responsibilities  of the chief compliance  officer of the Trust in
         accordance  with Rule 38a-1,  and shall  perform  such other duties and
         have such other  responsibilities  as from time to time may be assigned
         to him by the Trustees.  The Independent Chief Compliance Officer shall
         report  directly  to the  Trustees or a  Committee  of the  Trustees in
         carrying out his functions.

4.3      Election.  The  president,  the treasurer  and the  secretary  shall be
         elected  annually by the Trustees at their first meeting  following the
         annual meeting of the  shareholders.  The Independent  Chief Compliance
         Officer  shall be elected  pursuant  to Section  4.1 of these  By-Laws.
         Other  elected  officers,  if any,  may be elected or  appointed by the
         Trustees at said meeting or at any other time.  Assistant  officers may
         be appointed by the elected officers.

4.4      Tenure. The president, the treasurer, the secretary and the Independent
         Chief  Compliance  Officer  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, provided that
         any removal of the  Independent  Chief  Compliance  Officer  shall also
         require the vote or consent of a majority of the  Independent  Trustees
         and otherwise be in accordance with the provisions of Rule 38a-1.  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 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, Controller and Chief Accounting Officer. 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 officer of the Trust primarily  responsible
         for  ensuring  all   expenditures  of  the  Trust  are  reasonable  and
         appropriate.  The  controller  shall be  responsible  for oversight and
         maintenance of liquidity and leverage facilities available to the Trust
         and shall have such other duties and powers as may be  designated  from
         time to time by the Trustees or the President.

         The chief  accounting  officer  of the Trust  shall be in charge of its
         books and accounting  records.  The chief  accounting  officer 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.

4.8      Board Chair.  The Trustees  shall annually elect one of their number to
         serve as their chair.  The board chair shall hold such  position  until
         his or her successor is chosen and qualified, or until he or she sooner
         dies,  resigns,  is removed or becomes  disqualified.  The board  chair
         shall hold such  position at the  pleasure of the  Trustees.  The board
         chair shall  preside at all meetings of the Trustees at which he or she
         is present  and shall  perform  any other  duties and  responsibilities
         prescribed  from time to time by the  Trustees.  In the  absence of the
         board chair, or in the event that such position is vacant, the Trustees
         present at any meeting  shall  designate one of their number to preside
         at such meeting.  The board chair shall not be considered an officer of
         the Trust.

                      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 or  consent  of a
majority  of the  Trustees  then in  office  provided  that any  removal  of the
Independent Chief Compliance Officer shall also require the vote or consent of a
majority of the  Independent  Trustees and otherwise be in accordance  with Rule
38a-1.  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.  A vacancy  in the  office  of the  Independent  Chief  Compliance
Officer shall be filled in accordance with Section 4.1 of these By-Laws.

                    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.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>b77.txt
<TEXT>
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

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

In  planning  and  performing  our  audit  of the  financial  statements  of MFS
Intermediate  High  Income  Fund  (the  Fund)  as of  and  for  the  year  ended
datelstransMonth11Day30Year2007November   30,  2007,  in  accordance   with  the
standards of the Public Company Accounting  Oversight Board (United States),  we
considered  the Fund's  internal  control over  financial  reporting,  including
controls  over  safeguarding  securities,  as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the  requirements  of Form N-SAR,  but not for the purpose of
expressing an opinion on the  effectiveness  of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion.

The  management of the Fund is  responsible  for  establishing  and  maintaining
effective  internal  control  over  financial  reporting.   In  fulfilling  this
responsibility, estimates and judgments by management are required to assess the
expected  benefits and related costs of controls.  A company's  internal control
over financial  reporting is a process designed to provide reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting  principles.  A company's  internal control over financial  reporting
includes those policies and  procedures  that (1) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions  and  dispositions  of the  assets  of  the  company;  (2)  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition,  use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees,  in the normal
course  of  performing   their   assigned   functions,   to  prevent  or  detect
misstatements  on a timely  basis.  A material  weakness is a  deficiency,  or a
combination of deficiencies,  in internal control over financial reporting, such
that  there is a  reasonable  possibility  that a material  misstatement  of the
company's  annual or  interim  financial  statements  will not be  prevented  or
detected on a timely basis.

Our  consideration of the Fund's internal  control over financial  reporting was
for  the  limited  purpose  described  in the  first  paragraph  and  would  not
necessarily disclose all deficiencies in internal control that might be material
weaknesses  under  standards   established  by  the  Public  Company  Accounting
Oversight  Board  (country-regionplaceUnited   States).  However,  we  noted  no
deficiencies  in the Fund's  internal  control over financial  reporting and its
operation,  including controls over safeguarding securities, that we consider to
be     a     material      weakness      as     defined      above     as     of
datelstransMonth11Day30Year2007November 30, 2007.

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

                                                              Ernst & Young LLP

CityBoston, StateMassachusetts

datelstransMonth1Day16Year2008January 16, 2008


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>5
<FILENAME>c77.txt
<TEXT>

                                                     ITEM 77C

The MFS Intermediate High Income Trust held a special meeting of shareholders on
June 22, 2007. Shareholders represented in person or by proxy voted as follows:

Proposal 1: To vote on a proposed new investment advisory agreement for the Fund
between the Fund and MFS.

- --------------------- ------------------ ------------------ -------------------
       For                   Against            Abstain            Non Votes
- --------------------- ------------------ ------------------ -------------------
- --------------------- ------------------ ------------------ -------------------
Share
11,352,680.6910      364,846.8860       498,562.7230       2,961,559.000
- --------------------- ------------------ ------------------ -------------------
- --------------------- ------------------ ------------------ -------------------
% of Shares Voted
 74.81        2.4               3.28               19.51
- --------------------- ------------------ ------------------ -------------------
- --------------------- ------------------ ------------------ -------------------
% of Outstanding Shares
 54.05               1.74               2.37                14.1
- --------------------- ------------------ ------------------ -------------------

Proposal  3: To elect  trustees  to the Board of Trustees of the Fund to replace
all of the current trustees of the Fund, contingent upon shareholder approval of
(1) above by the holders of common shares.

- ------------------------------------- --------------------- ------------------
Trustee                               For                   Withheld
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
Robert E. Butler                      14,556,052.6100       621,596.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.9                  4.1
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.3                  2.96
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
CityplaceLawrence H. Cohn             14,531,557.6100       646,091.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.74                 4.26
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.18                 3.08
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
PersonNameDavid H. Gunning            14,557,852.6100       619,796.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.92                 4.08
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.31                 2.95
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
William R. Gutow                      14,548,052.6100       629,596.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.85                 4.15
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.26                 3
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
Michael Hegarty                       14,558,052.6100       619,596.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.92                 4.08
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.31                 2.95
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
PersonNameJ. Atwood Ives              14,532,169.6100       645,479.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.75                 4.25
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.19                 3.07
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
Robert J. Manning                     14,547,052.6100       630,596.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.85                 4.15
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.26                 3
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
CityplaceLawrence T. Perera           14,533,369.6100       644,279.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.76                 4.24
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.19                 3.07
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
Robert C. Pozen                       14,546,852.6100       630,769.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.84                 4.16
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.26                 3
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
J. Dale Sherratt                      14,547,052.6100       630,596.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.85                 4.15
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.26                 3
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
Laurie J. Thomsen                     14,557,052.6100       620,596.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.91                 4.09
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.31                 2.95
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
Robert W. Uek                         14,547,852.6100       629,796.6900
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Shares Voted                95.85                 4.15
- ------------------------------------- --------------------- ------------------
- ------------------------------------- --------------------- ------------------
     % of Outstanding Shares          69.26                 3
- ------------------------------------- --------------------- ------------------

Proposal 4: To elect trustees to the Board of Trustees of the Fund so that those
current  trustees whose terms will expire this year will continue to hold office
until the trustees elected  pursuant to (3) above,  take office or until the end
of those current trustees' stated terms,  whichever is earlier by the holders of
common shares.

- ------ ------------------------------------ ----------------------------------
Trustee                 For                                  Withheld

- ------ ------------------------------------ ----------------------------------
- ------ ------------------------------------ ----------------------------------
Patrick J. Simpson     14,534,062.3630                      643,586.9370
- ------ ------------------------------------ ----------------------------------
- ------ ------------------------------------ ----------------------------------
     % of Shares Voted                95.76                                4.24
- ------- ------------------------------------ ----------------------------------
- ------- ------------------------------------ ----------------------------------
     % of Outstanding Shares          69.2                                 3.06
- ------- ------------------------------------ ----------------------------------
- ------- ------------------------------------ ----------------------------------
Thomas E. Stitzel         14,522,062.3630                      655,586.9370
- ------- ------------------------------------ ----------------------------------
- ----- ------------------------------------ ----------------------------------
     % of Shares Voted                95.68                                4.32
- ---------------------------- ----------------------------------
- ----- ------------------------------------ ----------------------------------
     % of Outstanding Shares          69.14                                3.12
- ------- ------------------------------------ ----------------------------------
- ------- ------------------------------------ ----------------------------------
Thomas C. Theobald           14,520,862.3630                      656,786.9370
- ------- ------------------------------------ ----------------------------------
- ------- ------------------------------------ ----------------------------------
     % of Shares Voted                95.67                                4.33
- ------- ------------------------------------ ----------------------------------
- ------- ------------------------------------ ----------------------------------
     % of Outstanding Shares          69.13                                3.13
- ------ ------------------------------------ ----------------------------------
- ------ ------------------------------------ ----------------------------------
Anne Lee Verville             14,523,062.3630                      654,586.9370
- ------ ------------------------------------ ----------------------------------
- ------ ------------------------------------ ----------------------------------
     % of Shares Voted                95.69                                4.31
- ------- ------------------------------------ ----------------------------------
- ------ ------------------------------------ ----------------------------------
     % of Outstanding Shares          69.14                                3.12
- ------ ------------------------------------ ----------------------------------




<PAGE>


The MFS Intermediate High Income Trust held a special meeting of shareholders on
June 28, 2007. Shareholders represented in person or by proxy voted as follows:

Proposal 2: To vote on an amended and restated declaration of trust for the Fund
contingent upon shareholder approval of (1) above.

- ---------- ---------------------- --------------------- -----------------------
 For                   Against               Abstain               Non Votes
- ---------- ---------------------- --------------------- -----------------------
- ---------- ---------------------- --------------------- -----------------------
Shares
11,379,187.827000  420,412.619000    539,654.154000       2,892,912.000000
- --------- ---------------------- --------------------- -----------------------
- --------- ---------------------- --------------------- -----------------------
 % of Shares Voted
 74.71                   2.76                  3.54                   18.99
- --------- ---------------------- --------------------- -----------------------
- --------- ---------------------- --------------------- -----------------------
% of Outstanding
 54.18                   2.00                  2.57                   13.77
- --------- ---------------------- --------------------- -----------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77H CHNG CNTRL
<SEQUENCE>6
<FILENAME>h77.txt
<TEXT>


                                                                        ITEM 77H

As of November 30, 2007, the following person or entity now owns more that 25%
of a fund's voting security.
- ------ ----------------------------------- -----------------------------------
PERSON/ENTITY                 FUND                                PERCENTAGE
- ------- ----------------------------------- -----------------------------------
- ------- ----------------------------------- -----------------------------------
Cede & placeCo.                       CIH                                 94.11%
- ------- ----------------------------------- -----------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>7
<FILENAME>e77q1.txt
<TEXT>


                                SUB ITEM 77Q1(e)

                          INVESTMENT ADVISORY AGREEMENT

         INVESTMENT  ADVISORY  AGREEMENT,  dated this 29th day of June, 2007, by
and between MFS  INTERMEDIATE  HIGH INCOME FUND, a Massachusetts  business trust
(the  "Trust"),  and  MASSACHUSETTS   FINANCIAL  SERVICES  COMPANY,  a  Delaware
corporation (the "Adviser").

                                   WITNESSETH:

         WHEREAS,  the Trust is engaged in  business  as an  investment  company
registered under the Investment Company Act of 1940; and

         WHEREAS,  the  Adviser is willing to provide  services  to the Trust
on the terms and  conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties  hereto as herein set forth,  the parties  covenant  and agree as
follows:

         Article 1. Duties of the  Adviser.  (a) The Adviser  shall  provide the
Trust with such investment advice and supervision as the latter may from time to
time consider  necessary for the proper  supervision of its assets.  The Adviser
shall  act  as  investment  adviser  to the  Trust  and as  such  shall  furnish
continuously  an investment  program and shall  determine from time to time what
securities or other instruments  shall be purchased,  sold or exchanged and what
portion of the assets of the Trust shall be held  uninvested,  subject always to
the  restrictions of the Trust's  Declaration of Trust,  dated May 24, 1988, and
By-Laws, each as amended from time to time (respectively,  the "Declaration" and
the "By-Laws"),  to the provisions of the Investment Company Act of 1940 and the
Rules,  Regulations  and  orders  thereunder  and  to the  Trust's  then-current
Prospectus  and  Statement  of  Additional  Information.  The Adviser also shall
exercise  voting  rights,  rights to consent to corporate  actions and any other
rights  pertaining to the Trust's  portfolio  securities in accordance  with the
Adviser's policies and procedures as presented to the Trustees of the Trust from
time to time.  Should  the  Trustees  at any time,  however,  make any  definite
determination  as to the  investment  policy and notify the  Adviser  thereof in
writing,  the Adviser shall be bound by such  determination  for the period,  if
any,   specified  in  such  notice  or  until   similarly   notified  that  such
determination shall be revoked.

         (b) The Adviser shall take,  on behalf of the Trust,  all actions which
it deems necessary to implement the investment  policies  determined as provided
above,  and in  particular  to place  all  orders  for the  purchase  or sale of
portfolio  securities or other  instruments for the Trust's account with brokers
or dealers  selected by it, and to that end,  the Adviser is  authorized  as the
agent of the Trust to give  instructions to the Custodian of the Trust as to the
deliveries  of  securities  or other  instruments  and  payments of cash for the
account  of the Trust.  In  connection  with the  selection  of such  brokers or
dealers and the placing of such orders,  the Adviser is directed to seek for the
Trust the best overall price and execution available from responsible  brokerage
firms,  taking  account of all factors it deems  relevant,  including  by way of
illustration:  price; the size of the transaction;  the nature of the market for
the  security;  the  amount of the  commission;  the  timing  and  impact of the
transaction  taking  into  account  market  prices and trends;  the  reputation,
experience  and financial  stability of the broker or dealer  involved;  and the
quality of services rendered by the broker or dealer in other  transactions.  In
fulfilling  this  requirement,  the  Adviser  shall not be deemed to have  acted
unlawfully or to have breached any duty, created by this Agreement or otherwise,
solely  by reason of its  having  caused  the Trust to pay a broker or dealer an
amount of  commission  for effecting a securities  transaction  in excess of the
amount of commission  another  broker or dealer would have charged for effecting
that  transaction,  if the Adviser  determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services  provided  by such  broker or  dealer,  viewed in terms of either  that
particular transaction or the Adviser's overall responsibilities with respect to
the Trust and to other clients of the Adviser as to which the Adviser  exercises
investment discretion.

         (c) Subject to the general  supervision  and control of the Trustees of
the Trust and under the terms and  conditions set forth in this  Agreement,  the
Trust  acknowledges and agrees that it is contemplated  that Adviser may, at its
own  expense,   select  and  contract  with  one  or  more  investment  advisers
("Sub-Advisers")  to manage the  investment  operations  and  composition of the
Trust and  render  investment  advice  for the Trust,  including  the  purchase,
retention, and disposition of the investments,  securities and cash contained in
the Trust, subject always to the restrictions of the Trust's Declaration and the
By-Laws,  to the provisions of the Investment Company Act of 1940 and the Rules,
Regulations and orders thereunder and to the Trust's then-current Prospectus and
Statement  of  Additional  Information;  provided,  that  any  contract  with an
Sub-Adviser  (a  "Sub-Advisory  Agreement")  shall  be in  compliance  with  and
approved  as  required  by the  Investment  Company  Act of 1940 and the  Rules,
Regulations and orders thereunder or in accordance with exemptive relief granted
by the Securities and Exchange  Commission  ("SEC") under the Investment Company
Act of 1940.

(d) Subject  always to the  direction  and control of the Trustees of the Trust,
Adviser  will  have  (i)  overall  supervisory  responsibility  for the  general
management and investment of the Trust's assets;  (ii) full discretion to select
new or additional  Sub-Advisers  for the Trust;  (iii) full  discretion to enter
into and materially modify existing  Sub-Advisory  Agreements with Sub-Advisers;
(iv) full  discretion  to terminate  and replace any  Sub-Adviser;  and (v) full
investment  discretion to make all determinations with respect to the investment
of the Trust's  assets not then managed by an  Sub-Adviser.  In connection  with
Adviser's  responsibilities  herein,  Adviser will assess the Trust's investment
focus and will seek to implement  decisions  with respect to the  allocation and
reallocation  of the  Trust's  assets  among one or more  current or  additional
Sub-Advisers from time to time, as Adviser deems  appropriate,  to implement the
Trust's investment policies  determined as provided above. In addition,  Adviser
(in conjunction  with the Trust's  Independent  Chief  Compliance  Officer) will
oversee  (or, in the event that the Adviser  does not require a  Sub-Advisor  to
assume  responsibility  therefore  under the  Sub-Advisory  Agreement,  shall be
responsible for) compliance of each Sub-Adviser with the investment  objectives,
policies  and  restrictions  of the Trust (or  portions of the Trust)  under the
management  of such  Sub-Adviser,  and review and report to the  Trustees of the
Trust on the performance of each Sub-Adviser. Adviser will furnish, or cause the
appropriate   Sub-Adviser(s)   to  furnish,   to  the  Trust  such   statistical
information,  with respect to the investments that the Trust (or portions of the
Trust) may hold or contemplate purchasing,  as the Trust may reasonably request.
Further,  Adviser (in conjunction with the Trust's  Independent Chief Compliance
Officer) will oversee compliance of each Sub-Adviser with the compliance program
of  the  Trust  (or  portions  of  the  Trust)  under  the  management  of  such
Sub-Adviser,  as well  as the  compliance  program  of the  Sub-Adviser  as such
program relates to the  Sub-Adviser's  management of the Trust. On Adviser's own
initiative,  Adviser will apprise,  or cause the appropriate  Sub-Adviser(s)  to
apprise, the Trust of important developments  materially affecting the Trust (or
any portion of the Trust that they advise) and will furnish the Trust, from time
to time, with such information as may be appropriate for this purpose.  Further,
Adviser agrees to furnish,  or cause the appropriate  Sub-Adviser(s) to furnish,
to the Trustees of the Trust such  periodic and special  reports as the Trustees
of the Trust may reasonably  request.  In addition,  Adviser agrees to cause the
appropriate Sub-Adviser(s) to furnish to third-party data reporting services all
currently  available  standardized  performance  information and other customary
data as may be appropriate.

(e) Subject to the  provisions of Article 6, the Adviser shall not be liable for
any error of  judgment  or  mistake  of law by any  Sub-adviser  or for any loss
arising out of any investment made by any Sub-adviser or for any act or omission
in the execution and management of the Trust by any Sub-adviser.

         Article 2.  Allocation of Charges and  Expenses.  (a) The Adviser shall
furnish at its own expense  investment  advisory  and  administrative  services,
office  space,  equipment  and clerical  personnel  necessary  for servicing the
investments  of the Trust  and  maintaining  its  organization,  and  investment
advisory  facilities  and executive and  supervisory  personnel for managing the
investments and effecting the portfolio  transactions of the Trust.  The Adviser
shall arrange, if desired by the Trust, for directors, officers and employees of
the  Adviser  to serve as  Trustees,  officers  or  agents  of the Trust if duly
elected or appointed to such positions and subject to their  individual  consent
and to any limitations imposed by law.

(b) It is understood that the Trust will pay all of its own expenses incurred in
  its operations  and the offering of the Trust's  shares,  unless  specifically
  provided  otherwise in this Agreement or except to the extent that the Adviser
  agrees in a written instrument executed by the Adviser (specifically referring
  to this Article 2(b)) to assume or otherwise pay for specified expenses of the
  Trust,   including,   without   limitation:   compensation  of  Trustees  "not
  affiliated" with the Adviser;  governmental  fees;  interest  charges;  taxes;
  membership dues in the Investment  Company  Institute  allocable to the Trust;
  fees and  expenses  of  independent  auditors,  of legal  counsel,  and of any
  transfer agent,  registrar or dividend disbursing agent of the Trust; expenses
  of  repurchasing  and  redeeming  shares and servicing  shareholder  accounts;
  expenses of preparing,  printing and mailing stock  certificates,  shareholder
  reports,  notices,  proxy statements and reports to governmental  officers and
  commissions;  brokerage  and  other  expenses  connected  with the  execution,
  recording  and  settlement  of  portfolio  security  transactions;   insurance
  premiums;  fees and expenses of the  custodian  for all services to the Trust,
  including  safekeeping of funds and securities and maintaining  required books
  and  accounts;  expenses of  calculating  the net asset value of shares of the
  Trust;  organizational and start up costs; such non-recurring or extraordinary
  expenses  as  may  arise,  including  those  relating  to  actions,  suits  or
  proceedings  to which the Trust is a party or otherwise  may have an exposure,
  and the legal  obligation  which the Trust may have to  indemnify  the Trust's
  Trustees  and  officers  with respect  thereto;  and expenses  relating to the
  issuance,  registration  and  qualification  of  shares  of the  Trust and the
  preparation, printing and mailing of prospectuses for such purposes (except to
  the  extent  that any  Distribution  Agreement  to which  the Trust is a party
  provides that another party is to pay some or all of such expenses).

         (c) The payment or  assumption  by the  Adviser of any  expenses of the
Trust that the Adviser is not obligated by this Agreement or otherwise to pay or
assume  shall not  obligate the Adviser to pay or assume the same or any similar
expenses of the Trust on any subsequent occasion.

         Article 3. Compensation of the Adviser. For the services to be rendered
and the  facilities  provided,  the Trust shall pay to the Adviser an investment
advisory  fee  computed  and paid  monthly  as set forth in  Appendix A attached
hereto.  If the  Adviser  shall  serve  for less  than the  whole of any  period
specified  in this  Article  3, the  compensation  paid to the  Adviser  will be
prorated.

         Article 4.  Additional  Services.  Should the Trust  have  occasion  to
request  the  Adviser  or its  affiliates  to  perform  administrative  or other
additional  services  not herein  contemplated  or to request the Adviser or its
affiliates to arrange for the services of others,  the Adviser or its affiliates
will  act  for  the  Trust  upon  request  to  the  best  of its  ability,  with
compensation  for the  services  to be  agreed  upon with  respect  to each such
occasion as it arises.  No such agreement for additional  services shall expand,
reduce or otherwise  alter the obligations of the Adviser,  or the  compensation
that the Adviser is due, under this Agreement.

         Article 5.  Covenants of the Adviser.  The Adviser  agrees that it will
not  deal  with  itself,  or with  the  Trustees  of the  Trust  or the  Trust's
distributor, if any, as principals in making purchases or sales of securities or
other  property  for the  account  of the  Trust,  except  as  permitted  by the
Investment  Company  Act of 1940 and any  rules,  regulations  or  orders of the
Securities  and Exchange  Commission  thereunder,  will not take a long or short
position in the shares of the Trust except as permitted by the  applicable  law,
and will comply with all other provisions of the Declaration and the By-Laws and
the then-current Prospectus and Statement of Additional Information of the Trust
relative to the Adviser and its directors and officers.

         Article 6.  Limitation  of Liability of the Adviser.  The Adviser shall
not be  liable  for any  error of  judgment  or  mistake  of law or for any loss
arising out of any  investment  or for any act or omission in the  execution and
management  of the  Trust,  except for  willful  misfeasance,  bad faith,  gross
negligence or reckless  disregard of its duties and  obligations  hereunder.  As
used in this Article 6, the term "Adviser" shall include directors, officers and
employees of the Adviser as well as that corporation itself.

         Article 7. Activities of the Adviser.  (a) The Trust  acknowledges that
the services of the Adviser to the Trust are not  exclusive,  the Adviser  being
free to render  investment  advisory and/or other services to others.  The Trust
further  acknowledges  that it is  possible  that,  based  on  their  investment
objectives and policies, certain funds or accounts managed by the Adviser or its
affiliates  may at times  take  investment  positions  or engage  in  investment
techniques  which are contrary to positions  taken or  techniques  engaged in on
behalf of the Trust.  Notwithstanding  the  foregoing,  the Adviser  will at all
times endeavor to treat all of its clients in a fair and equitable manner.

         (b) The  Trust  acknowledges  that  whenever  the Trust and one or more
other  funds or  accounts  advised  by the  Adviser  have  available  monies for
investment,  investments suitable and appropriate for each shall be allocated in
a manner  believed  by the  Adviser  to be fair and  equitable  to each  entity.
Similarly,  opportunities  to sell  securities  or  other  investments  shall be
allocated in a manner  believed by the Adviser to be fair and  equitable to each
entity.  The Trust acknowledges that in some instances this may adversely affect
the size of the position that may be acquired or disposed of for the Trust.

         (c) It is understood  that the Trustees,  officers and  shareholders of
the Trust are or may be or  become  interested  in the  Adviser,  as  directors,
officers,  employees, or otherwise and that directors, officers and employees of
the Adviser are or may become  similarly  interested in the Trust,  and that the
Adviser may be or become interested in the Trust as a shareholder or otherwise.

         Article   8.  MFS  Name.   The  Trust   acknowledges   that  the  names
"Massachusetts  Financial  Services," "MFS" or any derivatives  thereof or logos
associated  with those names  (collectively,  the "MFS  Marks") are the valuable
property  of the  Adviser and its  affiliates.  The  Adviser  grants the Trust a
non-exclusive  and  non-transferable  right and sub-license to use the MFS Marks
only so long as the Adviser serves as investment adviser to the Trust. The Trust
agrees that if the Adviser for any reason no longer serves as investment adviser
to the Trust,  and the Adviser so requests,  that the Trust promptly shall cease
to use the MFS Marks and  promptly  shall amend its  registration  statement  to
delete any references to the MFS Marks.  Likewise,  the Trust agrees that if the
Adviser for any reason no longer serves as investment  adviser to the Trust, and
the Adviser so requests, the Trust promptly shall cease to use the MFS Marks and
promptly  shall amend its  Declaration  of Trust to delete any references to the
MFS Marks. The Trust  acknowledges  that the Adviser may permit other clients to
use the MFS  Marks  in  their  names or other  material.  For  purposes  of this
Article,  the Trust shall be deemed to have taken the required action "promptly"
if such action is taken  within 90 days of the Adviser no longer  serving as the
investment adviser to the Trust, or from the date of the Adviser's  request,  as
the case may be.

         Article 9. Duration,  Termination and Amendment of this Agreement.  (a)
This  Agreement  shall  become  effective  with respect to the Trust on the date
first  written  above if  approved  by the  shareholders  of the  Trust,  on the
Effective  Date for the  Trust,  as set forth in  Appendix  A  attached  hereto.
Thereafter, this Agreement will remain in effect with respect to the Trust for a
period of two years from the Trust's  Effective Date as set forth in Appendix A,
on  which  date it will  terminate  for the  Trust  unless  its  continuance  is
"specifically  approved at least  annually" (i) by the vote of a majority of the
Trustees  of the Trust who are not  "interested  persons" of the Trust or of the
Adviser  at a meeting  specifically  called  for the  purpose  of voting on such
approval,  and (ii) by the  Board of  Trustees  of the  Trust,  or by "vote of a
majority of the outstanding voting securities" of the applicable Trust.

         (b)  This  Agreement  may be  terminated  as to the  Trust  at any time
without the payment of any penalty by the  Trustees or by "vote of a majority of
the outstanding  voting  securities" of the applicable Trust, or by the Adviser,
in each case on not more than sixty  days' nor less than  thirty  days'  written
notice to the other party. This Agreement shall  automatically  terminate in the
event of its "assignment".

         (c) This  Agreement  may be amended  with  respect to the Trust only if
such amendment is in writing signed by or on behalf of the Trust and the Adviser
and is approved by "vote of a majority of the outstanding  voting securities" of
the applicable Trust (if such shareholder approval is required by the Investment
Company Act of 1940).

         Article  10.  Scope  of  Trust's  Obligations.  A copy  of the  Trust's
Declaration of Trust is on file with the Secretary of State of The  Commonwealth
of  Massachusetts.  The Adviser  acknowledges that the obligations of or arising
out of  this  Agreement  are  not  binding  upon  any of the  Trust's  Trustees,
officers, employees, agents or shareholders individually, but are binding solely
upon the assets and property of the Trust.  If this Agreement is executed by the
Trust, the Adviser further  acknowledges  that the assets and liabilities of the
Trust are separate and  distinct and that the  obligations  of or arising out of
this  Agreement  concerning  the Trust are  binding  solely  upon the  assets or
property of the Trust and not upon the assets or property of any other Trust.

         Article 11. Definitions and  Interpretations.  The terms  "specifically
approved  at least  annually,"  "vote of a majority  of the  outstanding  voting
securities,"  "assignment,"  "affiliated  person," and "interested person," when
used in this Agreement,  shall have the respective meanings specified, and shall
be construed in a manner consistent with, the Investment Company Act of 1940 and
the rules and regulations promulgated thereunder. Any question of interpretation
of any term or provision of this Agreement  having a counterpart in or otherwise
derived  from a term or  provision of the  Investment  Company Act of 1940,  the
Investment  Advisers Act of 1940,  the Securities Act of 1933, or the Securities
Exchange  Act of 1934  (collectively,  the "Federal  Securities  Acts") shall be
resolved by reference to such term or provision of the Federal  Securities  Acts
and to interpretations  thereof,  if any, by United States federal courts or, in
the  absence  of any  controlling  decisions  of any  such  court,  by  rules or
regulations  of the Securities  and Exchange  Commission.  Where the effect of a
requirement  of the Federal  Securities  Acts reflected in any provision of this
Agreement  is revised  by rule or  regulation  of the  Securities  and  Exchange
Commission,  such  provisions  shall be deemed to incorporate the effect of such
rule or regulation.

         Article 12. Record Keeping. The Adviser will maintain records in a form
acceptable to the Trust and in compliance  with the rules and regulations of the
Securities  and  Exchange  Commission,  including  but not  limited  to  records
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules  thereunder,  which at all times will be the property of the Trust
and will be available for inspection and use by the Trust.

         Article  13.   Miscellaneous.   (a)  This  Agreement   contains  the
entire   understanding  and agreement of the parties with respect to the
subject matter hereof.
         (b) Headings in this Agreement are for ease of reference only and shall
not constitute a part of the Agreement.
         (c) Should any portion of this Agreement for any reason be held void in
law or equity,  the remainder of the Agreement  shall be construed to the extent
possible as if such voided portion had never been contained herein.
         (d)   This   Agreement   shall   be   governed   by  the  laws  of  the
PlaceTypeplaceCommonwealth  of placeMassachusetts,  without giving effect to the
choice of laws provisions thereof, except that questions of interpretation shall
be resolved in accordance with the provisions of Article 11 above.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and  delivered  in their names and on their  behalf by the  undersigned
officers  thereunto  duly  authorized,  all as of the day and year  first  above
written.  The  undersigned  officer of the Trust has executed this Agreement not
individually,  but as an officer under the  Declaration  and the  obligations of
this  Agreement  are  not  binding  upon  any  of  the  Trustees,   officers  or
shareholders of the Trust, individually, but bind only the trust estate.

 MFS INTERMEDIATE HIGH INCOME FUND


  By: _MARK N. POLEBAUM________
       ----------------
   Name:     Mark N. Polebaum
   Title:    Secretary



MASSACHUSETTS FINANCIAL SERVICES COMPANY


  By:_ROBERT J. MANNING___
       -----------------
     Name:  Robert J. Manning
     Title:  Chief Executive Officer



<PAGE>


                                   Appendix A

                           Compensation to the Adviser

The  investment  advisory  fee payable by the Trust  shall be computed  and paid
monthly in an amount equal to the sum of 0.65% of the Trust's  average daily net
assets  (average  daily net  assets  being  computed  for this  purpose  without
deducting any liability for money borrowed for investment in accordance with the
Trust's investment  objective and policies) and 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 fund for such month)x (% of Fund's average daily total
assets represented by leverage as of the last day of such month)-(interest
and other borrowing expenses associated with leverage for such month)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77K CHNG ACCNT
<SEQUENCE>8
<FILENAME>k77.txt
<TEXT>




dateYear2007Day27Month7lstransJuly 27, 2007

Securities and Exchange Commission
addressStreet100 F Street, N.E.
placeCityWashington, StateDC PostalCode20549

Commissioners:

We have read the  statements  made by MFS  Intermediate  High  Income  Fund (the
"Fund",  formerly  known  as  Colonial  Intermediate  High  Income  Fund)  (copy
attached),  which we understand  will be filed with the  Securities and Exchange
Commission, pursuant to Item 77K of Form N-SAR, as part of the Fund's Form N-SAR
report for the period ended dateYear2007Day31Month5lstransMay 31, 2007. We agree
with the statements concerning our Firm in such Form N-SAR.

Very truly yours,



PricewaterhouseCoopers LLP


<PAGE>


On  dateYear2007Day29Month6lstransJune   29,  2007,  PricewaterhouseCoopers  LLP
("PwC") resigned as the independent  registered  public  accounting firm for the
Trust. During the two most recent fiscal years, PwC's audit reports contained no
adverse  opinion or  disclaimer  of opinion;  nor were its reports  qualified or
modified as to uncertainty,  audit scope, or accounting principles.  Further, in
connection  with its audits for the two most  recent  fiscal  years and  through
dateYear2007Day29Month6lstransJune 29, 2007, there were no disagreements between
the Trust and PwC on any matter of accounting principles or practices, financial
statement  disclosure or auditing scope or procedure,  which, if not resolved to
the  satisfaction  of PwC, would have caused it to make reference to the subject
matter of the  disagreement  in its report on the financial  statements for such
years. Effective  dateYear2007Day29Month6lstransJune 29, 2007, Ernst & Young LLP
was appointed by the audit committee of the Board of Trustees as the independent
registered  public  accounting  firm of the  Trust  for the  fiscal  year  ended
dateYear2007Day30Month11lstransNovember 30, 2007.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
