Retyped - 10/12/90
Amended 10/12/90 - Sec. 2.5
Amended 12/13/91 - Sec. 8
Amended 10/9/92 - Sec. 11
Amended - 2/16/96: - Section 3.1, paragraph 2
Amended - 4/5/96: - Section 2.1, paragraph 1
Amended - 4/12/00 - Section 2.1, paragraph 1
Amended - 2/13/01 - Section 2.1
Amended - 5/8/01 - Section 2.1
BY-LAWS OF COLONIAL INTERMEDIATE HIGH INCOME FUND
Section 1. Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws
shall be subject to the Agreement and Declaration of
Trust, as from time to time in effect (the "Declaration
of Trust"), of Colonial Intermediate High Income Fund,
a Massachusetts business Trust established by the
Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of
the Trust shall be located in Boston, Massachusetts.
Section 2. Shareholders
2.1 Shareholder Meetings. The annual meeting of the
shareholders of the Trust shall be held between April 1
and April 30 in each year, on a date and at a time within
that period set by the Trustees; provided, however, that
the 2000 annual meeting of shareholders shall be held
between April 1, 2000 and June 30, 2000 on a date and
time within that period as set by the president,
secretary or any vice president of the Trust and
further provided, however, that the 2001 annual meeting
shall be held between June 1 and July 31, 2001, on a date
and time within that period as set by the president,
secretary or any vice president of the Trust. The annual
meeting of the shareholders of the Trust shall be
held between April 1 and May 31 beginning in 2002, on a
date and at a time within that period set by the president,
secretary or any vice president of the Trust. A special
meeting of the shareholders of the Trust may be called at
any time by the Trustees, by the president or, if the
Trustees and the president shall fail to call any meeting
of shareholders for a period of 30 days after written
application of one or more shareholders who hold at least
10% of all outstanding shares of the Trust, then such
shareholders may call such meeting. Each call of a
meeting shall state the place, date, hour and purposes
of the meeting.
2.2 Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the Trust,
or, to the extent permitted by the Declaration of
Trust, at such other place within the United States as
shall be designated by the Trustees or the president of
the Trust.
2.3 Notice of Meetings. A written notice of each meeting
of shareholders, stating the place, date and hour and
the purposes of the meeting, shall be given at least
seven days before the meeting to each shareholder
entitled to vote thereat by leaving such notice
with him or at his residence or usual place of business
or by mailing it, postage prepaid, and addressed to
such shareholder at his address as it appears in the
records of the Trust. Such notice shall be given by
the secretary or an assistant secretary or by an
officer designated by the Trustees. No notice of any
meeting of shareholders need be given to a shareholder
if a written waiver of notice, executed before or after
the meeting by such shareholder or his attorney thereunto
duly authorized, is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented
at the meeting and entitled to vote in the election.
2.5 Proxies. Shareholders entitled to vote may vote either
in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies
shall be filed with the secretary or other person
responsible to record the proceedings of the meeting
before being voted. Unless otherwise specifically limited
by their terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but
shall not be valid after the final adjournment of such
meeting. The placing of a shareholder's name on a proxy
pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures reasonably
designed to verify that such instruction have been
authorized by such shareholder shall constitute
execution of such proxy by or on behalf of such shareholder.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may
appoint from their number an executive committee
and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules
for conduct of its business. The Trustees may appoint
an advisory board to consist of not less than two nor
more than five members. The members of the advisory
board shall be compensated in such manner as the
Trustees may determine and shall confer with and
advise the Trustees regarding the investments and
other affairs of the Trust. Each member of the
advisory board shall hold office until the first meeting
of the Trustees following the next meeting of the
shareholders and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed,
or becomes disqualified, or until the advisory board is
sooner abolished by the Trustees.
In addition, the Trustees may appoint a Dividend
Committee of not less than three persons, who may
(but need not) be Trustees.
3.2 Regular Meetings. Regular meetings of the Trustees may
be held without call or notice at such places and at such
times as the Trustees may from time to time determine,
provided that notice of the first regular meeting
following any such determination shall be given to
absent Trustees.
3.3 Special Meetings. Special meetings of the Trustees
may be held at any time and at any place designated in
the call of the meeting, when called by the president or
the treasurer or by two or more Trustees, sufficient notice
thereof being given to each Trustee by the secretary
or an assistant secretary or by the officer or one of the
Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to
send notice by mail at least forty-eight hours or by
telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last known
business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given
to any Trustee if a written waiver of notice, executed by
him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither
notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of the
Trustees then in office shall constitute a quorum; provided,
however, a quorum shall not be less than two. Any meeting
may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without
further notice.
Section 4. Officers and Agents
4.1 Enumeration; Qualification. The officers of the
Trust shall be a president, a treasurer, a secretary
and such other officers, if any, as the Trustees from time
to time may in their discretion elect or appoint. The Trust
may also have such agents, if any, as the Trustees from
time to time may in their discretion appoint. Any officer
may be but none need be a Trustee or shareholder. Any two
or more offices may be held by the same person.
4.2 Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties
and powers herein and in the Declaration of Trust set
forth, such duties and powers as are commonly incident
to his or her office as if the Trust were organized
as a Massachusetts business corporation and such other
duties and powers as the Trustees may from time to
time designate, including without limitation the power
to make purchases and sales of portfolio securities of the
Trust pursuant to recommendations of the Trust's
investment adviser in accordance with the policies and
objectives of the Trust set forth in its prospectus and
with such general or specific instructions as the Trustees
may from time to time have issued.
4.3 Election. The president, the treasurer and the
secretary shall be elected annually by the Trustees. Other
elected officers, if any, may be elected or appointed
by the Trustees at said meeting or at any other time.
4.4 Tenure. The president, the treasurer and the secretary shall
hold office until their respective successors are chosen
and qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified.
Each other officer shall hold office at the pleasure of
the Trustees. Each agent shall retain his or her
authority at the pleasure of the Trustees.
4.5 President and Vice Presidents. The president shall
be the chief executive officer of the Trust. The
president shall preside at all meetings of the
shareholders and of the Trustees at which he or she is
present, except as otherwise voted by the Trustees.
Any vice president shall have such duties and powers
as shall be designated from time to time by the Trustees.
4.6 Treasurer and Controller. The treasurer shall be the
chief financial officer of the Trust and subject to any
arrangement made by the Trustees with a bank or trust
company or other organization as custodian or transfer
or shareholder services agent, shall be in charge of
its valuable papers and shall have such duties and
powers as shall be designated from time to time by the
Trustees or by the president. Any assistant treasurer
shall have such duties and powers as shall be
designated from time to time by the Trustees.
The Controller shall be the chief accounting officer
of the Trust and shall be in charge of its books of account
and accounting records. The Controller shall be responsible
for preparation of financial statements of the Trust and
shall have such other duties and powers as may be
designated from time to time by the Trustees or the
President.
4.7 Secretary and Assistant Secretaries. The secretary
shall record all proceedings of the shareholders and the
Trustees in books to be kept therefor, which books shall
be kept at the principal office of the Trust. In the
absence of the secretary from any meeting of shareholders
or Trustees, an assistant secretary, or if there be none
or he or she is absent, a temporary clerk chosen at the
meeting shall record the proceedings thereof in the
aforesaid books.
Section 5. Resignations and Removals
Any Trustee, officer or advisory board member may resign
at any time by delivering his or her resignation in writing to the
president, the treasurer or the secretary or to a meeting of the
Trustees. The Trustees may remove any officer elected by them
with or without cause by the vote of a majority of the Trustees
then in office. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee, officer, or
advisory board member resigning, and no officer or advisory
board member removed shall have any right to any compensation
for any period following his or her resignation or removal,
or any right to damages on account of such removal.
Section 6. Vacancies
A vacancy in any office may be filled at any time. Each
successor shall hold office for the unexpired term, and in the
case of the president, the treasurer and the secretary, until
his or her successor is chosen and qualified, or in each case
until he or she sooner dies, resigns, is removed or
becomes disqualified.
Section 7. Shares of Beneficial Interest
7.1 Share Certificates. Each shareholder shall be entitled
to a certificate stating the number of shares owned by
him or her, in such form as shall be prescribed from time
to time by the Trustees. Such certificate shall be
signed by the president or a vice president and by the
treasurer or an assistant treasurer. Such signatures
may be facsimiles if the certificate is signed by a
transfer agent or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer
who has signed or whose facsimile signature has been
placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be
issued by the Trust with the same effect as if he or
she were such officer at the time of its issue.
In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts
therefor or may keep accounts upon the books of the Trust
for the record holders of such shares, who shall in
either case be deemed, for all purposes hereunder, to
be the holders of certificates for such shares as if
they had accepted such certificates and shall be held
to have expressly assented and agreed to the terms
hereof.
7.2 Loss of Certificates. In the case of the alleged loss
or destruction or the mutilation of a share certificate,
a duplicate certificate may be issued in place thereof,
upon such terms as the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees
may at any time discontinue the issuance of share
certificates and may, by written notice to each
shareholder, require the surrender of share certificates
to the Trust for cancellation. Such surrender and
cancellation shall not affect the ownership of shares
in the Trust.
Section 8. Record Date and Closing Transfer Books
The Trustees may fix in advance a time, which shall not
be more than 90 days before the date of any meeting of
shareholders or the date for the payment of any dividend or
making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice
and to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution, and in such
case only shareholders of record on such record date shall have
such right, notwithstanding any transfer of shares on the books
of the Trust after the record date; or without fixing such
record date the Trustees may for any of such purposes close
the transfer books for all or any part of such period.
Section 9. Seal
The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts" together with the name of the Trust and the
year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair
the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
Section 10. Execution of Papers
Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner,
all deeds, leases, transfers, contracts, bonds, notes, checks,
drafts and other obligations made, accepted or endorsed by the
Trust shall be signed, and all transfers of securities
standing in the name of the Trust shall be executed, by
the president or by one of the vice presidents or by the
treasurer or by whomsoever else shall be designated for that
purpose by the vote of the Trustees and need not bear
the seal of the Trust.
Section 11. Fiscal Year
Except as from time to time otherwise provided by the
Trustees, President, Secretary, Controller or Treasurer
the fiscal year of the Trust shall end on October 31.
Section 12. Amendments
These By-Laws may be amended or repealed, in whole or in part,
by a majority of the Trustees then in office at any meeting of
the Trustees, or by one or more writings signed by such
a majority.
