Colonial Intermediate High Income Fund


77B Accountants Report on Internal Control

[PricewaterhouseCoopers logo]
PricewaterhouseCoopers LLP
160 Federal Street
Boston, MA 02110-9862


                 Report of Independent Registered Public Accounting Firm

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

In planning and performing our audits of the financial statements of Colonial
Intermediate High Income Fund (the "Fund") for the year ended November 30, 2004,
we considered their internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on internal control.

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

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

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States). A
material weakness, for purposes of this report, is a condition in which the
design or operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements caused by error or
fraud in amounts that would be material in relation to the financial statements
being audited may occur and not be detected within a timely period by employees
in the normal course of performing their assigned functions. However, we noted
no matters involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses as defined
above as of November 30, 2004.

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



PricewaterhouseCoopers LLP
January 28, 2005



77D Policies with Respect to Security Investments
Effective September 10, 2004, the following disclosure is added to the Fund's
annual report:

The Fund may purchase derivative instruments, such as futures, options, swap
contracts, and inverse floaters, to gain or reduce exposure to particular
securities or segments of the bond markets. Derivatives are financial
instruments whose values depend on, or are derived from, the value of an
underlying security, index or currency. The Fund may use derivatives for both
hedging and non-hedging purposes, such as to adjust the Fund's sensitivity to
changes in interest rates, or to offset a potential loss in one position by
establishing an opposite position. The Fund typically uses derivatives in an
effort to achieve more efficiently economic exposures similar to those it could
have achieved through the purchase and sale of fixed income securities.
Investments in derivatives may be applied toward meeting a requirement to invest
in a particular kind of investment if the derivatives have economic
characteristics similar to investments of that kind.

Derivatives involve special risks and may result in losses. Derivative
strategies often involve leverage, which may exaggerate a loss, potentially
causing the Fund to lose more money than it would have had it invested in the
underlying security. The values of derivatives may move in unexpected ways,
especially in unusual market conditions, and may result in increased volatility.
The use of derivatives may also cause the Fund to receive taxable income, which
could increase the amount of taxes payable by shareholders. Other risks arise
from the Fund's potential inability to terminate or sell derivative positions. A
liquid secondary market may not always exist for the Fund's derivative positions
at times when the Fund might wish to terminate or sell such positions.
Over-the-counter instruments (investments not traded on an exchange) may be
illiquid, and transactions in derivatives traded in the over-the-counter market
are subject to the risk that the other party will not meet its obligations. For
more information on the risks of derivative strategies, see the Statement of
Additional Information.

77E Legal Proceedings
Recently, the Fund has been named as a nominal defendant in several derivative
actions under Sections 34(b), 36(b) and 48(a) of the Investment Company Act of
1940, as amended, alleging, among other things, that the fees and expenses paid
by the Fund are excessive. Cohen v. FleetBoston Financial Corporation was filed
in the U.S. District Court for the District of Massachusetts on August 2, 2004;
Osburn v. FleetBoston Financial Corporation was filed in the U.S. District Court
for the District of Massachusetts on August 10, 2004; Slicker v. FleetBoston
Financial Corporation was filed in the U.S. District Court for the District of
Massachusetts on August 11, 2004; and Simmonds v. FleetBoston Financial
Corporation was filed in the U.S. District Court for the District of
Massachusetts on September 8, 2004. The Fund and the other defendants to these
actions, including Columbia Management Advisors, Inc. ("CMA") and various of its
affiliates, certain other mutual funds advised by CMA and its affiliates, and
various directors of the Fund and such funds, have denied these allegations and
are contesting the plaintiffs' claims.

Additionally, various civil individual, class and derivative actions have been
filed in regard to certain market timing allegations. As of October 31, 2004, we
have received the following complaints.

(1)   George Slaybe et al, Plaintiffs, v. Columbia Management Advisors, Inc.,
      Defendant United States District Court District of Massachusetts
      Case # 04 10534 PBS

(2)   David Armetta derivatively on behalf of the Columbia Common Stock Fund,
      Plaintiff, v. FleetBoston Financial Corporation, et al.

         United States District Court
         District of Massachusetts
         Case # 04 10555 MLW

(3)    Edward I. Segel and Iris Segel derivatively on behalf of Columbia Acorn
       Fund, Columbia Acorn Trust and the Columbia Funds, Plaintiffs, v.
       FleetBoston Financial Corporation, et al.

         United States District Court
         District of Massachusetts
         Case # 04-10567MEL

(4)     Catherine Dukes, Individually and On Behalf of All Others Similarly
        Situated v. Columbia Funds, et al.

         United States District Court
         District of Massachusetts
         Case # 04-10315-PBS

(5)    AB Medical Equipment Corp., Individually and On Behalf of All Others
       Similarly Situated, Plaintiff, v. FleetBoston Financial Corporation, et
       al.

         United States District Court
         District of Massachusetts
         Case # 04-10355PBS

(6)    Karen M. McKenna, Individually and on Behalf of All Others Similarly
       Situated, Plaintiff, v. Columbia Funds, et al.

         United States District Court
         Southern District of New York
         Case # 04 CV 1576

(7)     Lawrence S. Wick, as custodian for Ryan S. Wick, Andrew T. Wick, and
        Hayley L. Wick, and Ryan S. Wick, Andrew T. Wick, and Hayley L. Wick
        individually and on behalf of others similarly situated, Plaintiffs, v.
        FleetBoston Financial Corporation, et al.

         United States District Court
         District of Massachusetts
         Case # 04-10408HEL

(8)    Steven B. Ehrlich, Custodian for Cory Ryan Ehrlich UTMA/Florida,
       Individually and On Behalf of All Others Similarly Situated v.
          Columbia Funds, et al.

         United States District Court
         District of Massachusetts
         Case # 04 10405 PBS

(9)    Harold Beardsley, et al on behalf of Columbia Disciplined Value Fund (the
       "Columbia Funds") v. FleetBoston Financial Corporation, et al

77Q Exhibits
Amended By-Laws

                                                              Retyped - 10/12/90
                                                     Amended 10/12/90 - Sec. 2.5
                                                       Amended 12/13/91 - Sec. 8
                                                       Amended 10/9/92 - Sec. 11
                                   Amended - 2/16/96: - Section 3.1, paragraph 2
                                    Amended - 4/5/96: - Section 2.1, paragraph 1
                                    Amended - 4/12/00 - Section 2.1, paragraph 1
                                                 Amended - 2/13/01 - Section 2.1
                                                  Amended - 5/8/01 - Section 2.1
                                 As Amended - 6/20/01 - Article 2.1; Article 4.6
                    As Amended - 8/11/04 - Article 3.3; Article 4.5; Article 4.8


                                     BY-LAWS

                                       OF

                     COLONIAL INTERMEDIATE HIGH INCOME FUND



       Section 1. Agreement and Declaration of Trust and Principal Office

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

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

        Section 2. Shareholders

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

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

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

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

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

                               Section 3. Trustees

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

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

3.2     Regular Meetings. Regular meetings of the Trustees may be held without
        call or notice at such places and at such times as the Trustees may from
        time to time determine, provided that notice of the first regular
        meeting following any such determination shall be given to absent
        Trustees.
3.3     Special Meetings. Special meetings of the Trustees may be held at any
        time and at any place designated in the call of the meeting, when called
        by the 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, a secretary and such other officers, if any, as
        the Trustees from time to time may in their discretion elect or appoint.
        The Trust may also have such agents, if any, as the Trustees from time
        to time may in their discretion appoint. Any officer may be but none
        need be a Trustee or shareholder. Any two or more offices may be held by
        the same person.

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

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

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

4.5     President and Vice Presidents. The president shall be the chief
        executive officer of the Trust. The president shall preside at all
        meetings of the shareholders 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 of a majority of the
Trustees then in office. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee, officer, or advisory board member
resigning, and no officer or advisory board member removed shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages on account of such removal.

                              Section 6. Vacancies

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



                    Section 7. Shares of Beneficial Interest

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

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

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

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

                Section 8. Record Date and Closing Transfer Books

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

                                 Section 9. Seal

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

                         Section 10. Execution of Papers

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

                                                  Section 11. Fiscal Year
Except as from time to time otherwise provided by the Trustees, President,
Secretary, Controller or Treasurer the fiscal year of the Trust shall end on
October 31.

                             Section 12. Amendments

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