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                                                                    EXHIBIT H(3)


                               ADOPTION AGREEMENT
                  (RELATING TO SHAREHOLDER SERVICES AGREEMENTS)



         This Adoption Agreement (the "Agreement") made as of November 1, 1999
by and between Voyageur Tax-Free Funds, a Delaware business trust (the "Trust"),
on behalf of each of its series (each, a "Series"), and Delaware Service
Company, Inc. ("DSC"), a Delaware corporation.

                                    RECITALS:

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

         WHEREAS, the Trust is the successor to Voyageur Tax-Free Funds, Inc.
(the "Predecessor Corporation") and, on behalf of each Series, intends to adopt
the Shareholder Services Agreement applicable to the corresponding series (the
"Predecessor Series") of the Predecessor Corporation.

         WHEREAS, the Shareholder Services Agreements in effect between the
Predecessor Corporation, on behalf of the Predecessor Series, and DSC are set
forth in Schedule A to this Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

1.       Each Shareholder Services Agreement previously in effect between the
         Predecessor Corporation, on behalf of a Predecessor Series, and DSC is
         hereby adopted in its entirety by the Trust on behalf of the
         corresponding Series, except that all references to the Predecessor
         Corporation shall be replaced with references to the Trust and all
         references to the Predecessor Series shall be replaced with references
         to the corresponding Series.
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2.       Each Shareholder Services Agreement shall continue in full force and
         effect as set forth therein for the remainder of its term.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

                                       VOYAGEUR TAX-FREE FUNDS


                                       By: /s/ David K. Downes
                                          --------------------------------------
                                       Name:  David K. Downes
                                       Title: President


                                       DELAWARE SERVICE COMPANY, INC.


                                       By: /s/ Douglas L. Anderson
                                          --------------------------------------
                                       Name:  Douglas L. Anderson
                                       Title: Senior Vice President
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                                   SCHEDULE A


1.       Shareholder Services Agreement dated as of 5/1/97 with respect to the
         Delaware Tax-Free Minnesota and Delaware Tax-Free North Dakota Funds.