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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>a77q1.txt
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                     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.
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