<PAGE>   1
                                                                   EXHIBIT 10.28

                              SUBADVISORY AGREEMENT

         AGREEMENT made as of the 1st day of March, 2000, between IVY
MANAGEMENT, INC., 700 South Federal Highway, Boca Raton, Florida 33432 U.S.A., a
Massachusetts corporation (hereinafter called the "Manager"), and PETER CUNDILL
& ASSOCIATES, Inc., a corporation incorporated under the laws of Delaware at PO
Box 50133, Santa Barbara, CA 93150 USA (hereinafter called the "Subadviser").

         WHEREAS, Ivy Fund (the "Trust") is a Massachusetts business trust
organized with one or more series of shares, and is registered as an investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

         WHEREAS, the Manager has entered into a Master Business Management and
Investment Advisory Agreement dated December 31, 1991, as amended (the "Advisory
Agreement"), with the Trust, pursuant to which the Manager acts as investment
adviser to the portfolio assets of certain series of the Trust listed on
Schedule A hereto, as amended from time to time (each a "Fund" and,
collectively, the "Funds"); and

         WHEREAS, the Manager desires to utilize the services of the Subadviser
as investment subadviser with respect to certain portfolio assets of each Fund;
and

         WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth:

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

1.       DUTIES OF THE SUBADVISER. The Subadviser will serve the Manager as
         investment subadviser with respect to certain portfolio assets of each
         Fund, as set forth on the attached Schedule A.

         (a)      As investment subadviser to the Funds, the Subadviser is
                  hereby authorized and directed and hereby agrees, in
                  accordance with the Subadviser's best judgment and subject to
                  the stated investment objectives, policies and restrictions of
                  the Funds as set forth in the current prospectuses and
                  statements of additional information of the Trust (including
                  amendments) and in accordance with the Trust's Declaration of
                  Trust, as amended, and By-laws governing the offering of its
                  shares (collectively, the "Trust Documents"), the 1940 Act and
                  the provisions of the Internal Revenue Code of 1986, as
                  amended (the "Internal Revenue Code"), relating to regulated
                  investment companies, and subject to such resolutions as from
                  time to time may be adopted by the Trust's Board of Trustees,
                  and provided that the Trust Documents are all furnished to the
                  Subadviser, to develop, recommend and implement such





<PAGE>   2



                  investment program and strategy for the Funds as may from time
                  to time be most appropriate to the achievement of the
                  investment objectives of the Funds as stated in the aforesaid
                  prospectuses, to provide research and analysis relative to the
                  investment program and investments of the Funds, to determine
                  what securities should be purchased and sold and to monitor on
                  a continuing basis the performance of the portfolio securities
                  of the Funds.

         (b)      The Subadviser agrees to comply with the investment objective
                  and policies as set out in the Funds registration statement in
                  providing its investment advisory services and to notify the
                  Manager on a timely basis of any lapse in compliance with the
                  objective and policies.

         (c)      The Subadviser shall (i) comply with all reasonable requests
                  of the Trust (through the Manager) for information, including
                  information required in connection with the Trust's filings
                  with the Securities and Exchange Commission (the "SEC") and
                  state securities commissions, and (ii) provide such other
                  services as the Subadviser shall from time to time determine
                  to be necessary or useful to the administration of the Funds.

         (d)      The Subadviser shall furnish to the Manager for distribution
                  to the Trust's Board of Trustees periodic reports on the
                  investment performance of each Fund and on the performance of
                  its obligations under this Agreement and shall supply such
                  additional reports and information as the Trust's officers or
                  Board of Trustees shall reasonably request.

         (e)      On occasions when the Subadviser deems the purchase or sale of
                  a security to be in the best interest of a Fund as well as
                  other customers, the Subadviser, to the extent permitted by
                  applicable law, may aggregate the securities to be so sold or
                  purchased in order to obtain the best execution or lower
                  brokerage commissions, if any. The Subadviser also may
                  purchase or sell a particular security for one or more
                  customers in different amounts. On either occasion, and to the
                  extent permitted by applicable law and regulations, allocation
                  of the securities so purchased or sold, as well as the
                  expenses incurred in the transaction, will be made by the
                  Subadviser in the manner it considers to be the most equitable
                  and consistent with its fiduciary obligations to the Fund
                  involved and to such other customers. In no instance, however,
                  will a Fund's assets be purchased from or sold to the Manager,





                                      -2-
<PAGE>   3




                  the Subadviser, the Trust's principal underwriter, or any
                  affiliated person of either the Trust, the Manager, the
                  Subadviser or the principal underwriter, acting as principal
                  in the transaction, except to the extent permitted by the SEC
                  and the 1940 Act.

         (f)      Consistent with U.S. securities laws, the Subadviser agrees to
                  adopt written trade allocation procedures that are "fair and
                  equitable" to its clients which are consistent with the
                  investment policies set out in the prospectuses and statements
                  of additional information (including amendments) of the Funds
                  or as the Trust's Board of Trustees may direct from time to
                  time. The Subadviser also agrees to effect securities
                  transactions in client accounts consistent with the allocation
                  system described in such written procedures, to keep accurate
                  records of such transactions and to fully disclose such trade
                  allocation procedures and practices to clients.

         (g)      The Subadviser shall provide the Funds' custodian on each
                  business day with information relating to all transactions
                  concerning each Fund's assets and shall provide the Manager
                  with such information upon request of the Manager.

         (h)      The investment advisory services provided by the Subadviser
                  under this Agreement are not to be deemed exclusive and the
                  Subadviser shall be free to render similar services to others,
                  as long as such services do not impair the services rendered
                  to the Manager or the Trust.

         (i)      The Subadviser shall promptly notify the Manager of any
                  financial condition that is likely to impair the Subadviser's
                  ability to fulfill its commitment under this Agreement.

2.       DELIVERY OF DOCUMENTS TO THE MANAGER. The Subadviser has furnished the
         Manager with copies of each of the following documents:

         (a)      The Subadviser's current Form ADV and any amendments thereto,
                  if applicable;

         (b)      The Subadviser's most recent audited balance sheet;

         (c)      Separate lists of persons whom the Subadviser wishes to have
                  authorized to give written and/or oral instructions to the
                  custodian and the fund accounting agent of Trust assets for
                  the Funds; and

         (d)      The Code of Ethics of the Subadviser as currently in effect.

                  The Subadviser will furnish the Manager from time to time with
                  copies, properly certified or otherwise authenticated, of all






                                      -3-
<PAGE>   4



                  material amendments of or supplements to the foregoing, if
                  any. Additionally, the Subadviser will provide to the Manager
                  such other documents relating to its services under this
                  Agreement as the Manager may reasonably request on a periodic
                  basis. Such amendments or supplements as to items (a) through
                  (d) above will be provided within 30 days of the time such
                  materials became available to the Subadviser.

3.       EXPENSES. The Subadviser shall pay all of its expenses arising from the
         performance of its obligations under this Agreement.

4.       COMPENSATION. The Manager shall pay to the Subadviser for its services
         hereunder, and the Subadviser agrees to accept as full compensation
         therefor, a fee with respect to each Fund as set forth on Schedule B.
         Such fee shall be accrued daily on the basis of the value of the
         portion of the average daily net assets of the applicable Fund as are
         then being managed by the Subadviser and shall be payable monthly. If
         the Subadviser shall serve hereunder for less than the whole of any
         month, the fee hereunder shall be prorated accordingly.

5.       PURCHASE AND SALE OF SECURITIES. The Subadviser will determine the
         securities to be purchased or sold with respect to the portion of each
         Fund's portfolio assets being managed by it, and shall purchase
         securities from or through and sell securities to or through such
         persons, brokers or dealers as the Subadviser shall deem appropriate in
         order to carry out the policy with respect to allocation of portfolio
         transactions as described in section 1.(f) of this Agreement and
         statements of additional information (including amendments) of the
         Funds. In providing the Funds with investment management and
         supervision, it is recognized that the Subadviser will seek the most
         favorable price and execution, and, consistent with such policy, may
         give consideration to the research services furnished by brokers or
         dealers to the Subadviser for its use and to such other considerations
         as the Trust's Board of Trustees may direct or authorize from time to
         time.

         Nothing in this Agreement shall be implied to prevent: (i) the Manager
         from engaging other subadvisers to provide investment advice and other
         services in relation to series of the Trust, or a portion of the
         portfolio assets of any such series, for which the Subadviser does not
         provide such services, or to prevent the Manager from providing such
         services itself in relation to such series; or (ii) the Subadviser from
         providing investment advice and other services to other funds or
         clients.

         In the performance of its duties hereunder, the Subadviser is and shall
         be an independent contractor and except as expressly provided herein or
         otherwise authorized in writing, shall have no authority to act for or
         represent the Trust, the Funds, any other series of the Trust or the
         Manager in any way or otherwise be deemed to be an agent of the Trust,
         the Funds, any other series of the Trust or the Manager.



                                      -4-
<PAGE>   5


6.       TERM OF AGREEMENT. This Agreement shall continue in full force and
         effect until February 1, 2002 and from year to year thereafter if such
         continuance is approved in the manner required by the 1940 Act if the
         Subadviser shall not have notified the Manager in writing at least 60
         days prior to such February 1 or prior to February 1 of any year
         thereafter that it does not desire such continuance. This Agreement may
         be terminated at any time, without payment of penalty by a Fund, by
         vote of the Trust's Board of Trustees or a majority of the outstanding
         voting securities of the applicable Fund (as defined by the 1940 Act),
         or by the Manager upon 30 days written notice or by the Subadviser upon
         120 days' written notice. This Agreement will automatically terminate
         in the event of its assignment (as defined by the 1940 Act) or upon the
         termination of the Advisory Agreement, or if (a) either party is unable
         to pay its debts or an administrative or insolvency order is made in
         respect of a party pursuant to its relevant governing and applicable
         laws and regulations.

7.       AMENDMENTS. This Agreement may be amended by consent of the parties
         hereto provided that the consent of the applicable Fund is obtained in
         accordance with the requirements of the 1940 Act.

8.       CONFIDENTIAL TREATMENT. It is understood that any information or
         recommendation supplied by the Subadviser in connection with the
         performance of its obligations hereunder is to be regarded as
         confidential and for use only by the Manager, the Trust or such persons
         as the Manager may designate in connection with the Funds. It is also
         understood that any information supplied to the Subadviser in
         connection with the performance of its obligations hereunder,
         particularly, but not limited to, any list of securities which, on a
         temporary basis, may not be bought or sold for the Funds, is to be
         regarded as confidential and for use only by the Subadviser in
         connection with its obligation to provide investment advice and other
         services to the Funds.

9.       REPRESENTATIONS AND WARRANTIES. The Subadviser hereby represents and
         warrants as follows:

         (a)      The Subadviser is registered with the SEC as an investment
                  adviser under the Investment Advisers Act of 1940, as amended
                  (the "Advisers Act"), and such registration is current,
                  complete and in full compliance with all material applicable
                  provisions of the Advisers Act and the rules and regulations
                  thereunder;

         (b)      The Subadviser has all requisite authority to enter into,
                  execute, deliver and perform the Subadviser's obligations
                  under this Agreement;

         (c)      The Subadviser's performance of its obligations under this
                  Agreement does not conflict with any law, regulation or order
                  to which the Subadviser is subject; and


                                      -5-
<PAGE>   6


         (d)      The Subadviser has reviewed the portion of (i) the
                  registration statement filed with the SEC, as amended from
                  time to time, for the Funds ("Registration Statement"), and
                  (ii) each Fund's prospectuses and statements of additional
                  information (including amendments) thereto, in each case in
                  the form received from the Manager with respect to the
                  disclosure about the Subadviser and the Funds of which the
                  Subadviser has knowledge ("Subadviser and Fund Information")
                  and except as advised in writing to the Manager such
                  Registration Statement, prospectuses and statements of
                  additional information (including amendments) contain, as of
                  their respective dates, no untrue statement of any material
                  fact of which the Subadviser has knowledge and do not omit any
                  statement of a material fact of which the Subadviser has
                  knowledge which was required to be stated therein or necessary
                  to make the statements contained therein not misleading.

10.      COVENANTS. The Subadviser hereby covenants and agrees that, so long as
         this Agreement shall remain in effect:

         (a)      The Subadviser shall maintain the Subadviser's registration as
                  an investment adviser under the Advisers Act, and such
                  registration shall at all times remain current, complete and
                  in full compliance with all material applicable provisions of
                  the Advisers Act and the rules and regulations thereunder;

         (b)      The Subadviser's performance of its obligations under this
                  Agreement shall not conflict with any law, regulation or order
                  to which the Subadviser is then subject;

         (c)      The Subadviser shall at all times comply with the Advisers Act
                  and the 1940 Act, and all rules and regulations thereunder,
                  and all other applicable laws and regulations, and the
                  Registration Statement, prospectuses and statements of
                  additional information (including amendments) and with any
                  applicable procedures adopted by the Trust's Board of
                  Trustees, provided that such procedures are substantially
                  similar to those applicable to similar funds for which the
                  Trust's Board of Trustees is responsible and that such
                  procedures are identified in writing to the Subadviser;

         (d)      The Subadviser shall promptly notify the Manager and the Fund
                  upon the occurrence of any event that might disqualify or
                  prevent the Subadviser from performing its duties under this
                  Agreement. The Subadviser shall promptly notify the Manager
                  and the Fund if there are any changes to its organizational
                  structure or the Subadviser has become the subject of any
                  adverse regulatory action imposed by any regulatory body or
                  self-regulatory organization. The Subadviser further agrees to
                  notify the Manager of any changes relating to it or the






                                      -6-
<PAGE>   7


                  provision of services by it that would cause the Registration
                  Statement, prospectuses or statements of additional
                  information (including amendments) for the Funds to contain
                  any untrue statement of a material fact or to omit to state a
                  material fact which is required to be stated therein or is
                  necessary to make the statements contained therein not
                  misleading, in each case relating to Subadviser and Fund
                  Information;

         (e)      The Subadviser will manage the portion of each Fund's
                  portfolio assets for which it serves as subadviser under this
                  Agreement in a manner consistent with the Fund's status as a
                  regulated investment company under Subchapter M of the
                  Internal Revenue Code; and

         (f)      The Subadviser shall exercise its powers and discharge its
                  duties as adviser honestly, in good faith and in the best
                  interests of the Funds and shall exercise the degree of care,
                  diligence and skill that a reasonably prudent person would
                  exercise in the circumstances provide that it has fulfilled
                  its standard of care obligation, the Subadviser will not be
                  liable for any loss sustained by reason of the adoption or
                  implementation of any investment objective or policy or the
                  purchase, sale or retention of any portfolio investment by and
                  on behalf of the Funds.

11.      USE OF NAMES.

         (a)      The Subadviser acknowledges and agrees that the names Ivy Fund
                  and Ivy Management, Inc, and abbreviations or logos associated
                  with those names, are the valuable property of Manager and its
                  affiliates; that the Funds, the Manager and their affiliates
                  have the right to use such names, abbreviations and logos; and
                  that the Subadviser shall use the names Ivy Fund and Ivy
                  Management, Inc., and associated abbreviations and logos, only
                  in connection with the Subadviser's performance of its duties
                  hereunder. Further, in any communication with the public and
                  in any marketing communications of any sort, Subadviser agrees
                  to obtain prior written approval from Manager before using or
                  referring to Ivy Fund, and Ivy Management, Inc, or the Funds
                  or any abbreviations or logos associated with those names;
                  provided that nothing herein shall be deemed to prohibit the
                  Subadviser from referring to the performance of the Funds in
                  the Subadviser's marketing material as long as such marketing
                  material does not constitute "sales literature" or
                  "advertising" for the Funds, as those terms are used in the
                  rules, regulations and guidelines of the SEC and the National
                  Association of Securities Dealers, Inc.

         (b)      The Subadviser acknowledges that each Fund and its agents may
                  use the "Cundill" and "Peter Cundill" names in connection with
                  accurately describing the activities of the Fund, including





                                      -7-
<PAGE>   8



                  use with marketing and other promotional and informational
                  material relating to the Fund. The Subadviser hereby agrees
                  and consents to the use of the Subadviser's name upon the
                  foregoing terms and conditions.

         (c)      The Subadviser acknowledges that each Fund and its agents may
                  use the "Cundill" name in conjunction with accurately
                  describing the activities of the Fund, including use with
                  marketing and other promotional materials relating to the Fund
                  with prior written approval always of the Subadviser. In the
                  event that the Subadviser shall cease to be the Manager's
                  subadviser of a Fund, then the Fund at its own or the
                  Manager's expense, upon the Subadviser's written request: (i)
                  shall cease to use the Subadviser's name for any commercial
                  purpose; and (ii) shall use its best efforts to cause the
                  Fund's officers and trustees to take any and all actions which
                  may be necessary or desirable to effect the foregoing and to
                  reconvey to the Subadviser all rights which a Fund may have to
                  such name. Manager agrees to take any and all reasonable
                  actions as may be necessary or desirable to effect the
                  foregoing and Subadviser agrees to allow the Funds and their
                  agents a reasonable time to effectuate the foregoing.

         (d)      The Subadviser hereby agrees and consents to the use of the
                  Subadviser's name upon the foregoing terms and conditions.

12.      REPORTS BY THE SUBADVISER AND RECORDS OF THE FUNDS. The Subadviser
         shall furnish the Manager monthly, quarterly and annual reports
         concerning transactions and performance of the Funds, including
         information required to be disclosed in the Trust's Registration
         Statement, in such form as may be mutually agreed. The Subadviser shall
         permit the financial statements, books and records with respect to the
         Funds to be inspected and audited by the Trust, the Manager or their
         agents at all reasonable times during normal business hours. The
         Subadviser shall immediately notify and forward to both the Manager and
         legal counsel for the Trust any legal process served upon it on behalf
         of the Manager or the Trust. The Subadviser shall promptly notify the
         Manager of any changes in any information concerning the Subadviser of
         which the Subadviser becomes aware that would be required to be
         disclosed in the Trust's Registration Statement.

         In compliance with the requirements of Rule 31a-3 under the 1940 Act,
         the Subadviser agrees that all records it maintains for the Trust are
         the property of the Trust and further agrees to surrender promptly to
         the Trust or the Manager any such records upon the Trust's or the
         Manager's request. The Subadviser further agrees to maintain for the
         Trust the records the Trust is required to maintain under Rule 31a-1(b)
         insofar as such records relate to the investment affairs of each Fund.



                                      -8-
<PAGE>   9



         The Subadviser further agrees to preserve for the periods prescribed by
         Rule 31a-2 under the 1940 Act the records it maintains for the Trust.

13.      INDEMNIFICATION. The Subadviser agrees to indemnify and hold harmless
         the Manager, any affiliated person within the meaning of Section
         2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each
         person, if any, who, within the meaning of Section 15 of the Securities
         Act of 1933, as amended (the "1933 Act"), controls ("controlling
         person") the Manager, against any and all losses, claims, damages,
         liabilities or litigation (including reasonable legal and other
         expenses), to which the Manager, the Trust or such affiliated person or
         controlling person may become subject under the 1933 Act, the 1940 Act,
         the Advisers Act, under any other statute, at common law or otherwise,
         arising out of Subadviser's responsibilities as subadviser of the Funds
         (1) to the extent of and as a result of the willful misconduct, bad
         faith, or gross negligence of the Subadviser, any of the Subadviser's
         employees or representatives or any affiliate of or any person acting
         on behalf of the Subadviser, or (2) as a result of any untrue statement
         or alleged untrue statement of a material fact contained in the
         Registration Statement, prospectuses or statements of additional
         information covering the Funds or the Trust or any amendment thereof or
         any supplement thereto or the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statement therein not misleading, if such a statement or
         omission was made in reliance upon written information furnished by the
         Subadviser to the Manager, the Trust or any affiliated person of the
         Manager or the Trust expressly for use in the Trust's Registration
         Statement, or upon verbal information confirmed by the Subadviser in
         writing expressly for use in the Trust's Registration Statement or (3)
         to the extent of, and as a result of, the failure of the Subadviser to
         execute, or cause to be executed, portfolio transactions according to
         the standards and requirements of the 1940 Act; provided, however, that
         in no case is the Subadviser's indemnity in favor of the Manager or any
         affiliated person or controlling person of the Manager deemed to
         protect such person against any liability to which any such person
         would otherwise be subject by reason of willful misconduct, bad faith
         or gross negligence in the performance of its duties or by reason of
         its reckless disregard of its obligations and duties under this
         Agreement.

         The Manager agrees to indemnify and hold harmless the Subadviser
         against any and all losses, claims, damages, liabilities or litigation
         (including reasonable legal and other expenses), to which the
         Subadviser or such affiliated person or controlling person may become
         subject under the 1933 Act, the 1940 Act, the Advisers Act, under any
         other statute, at common law or otherwise, arising out of the Manager's
         responsibilities as investment manager of the Funds (1) to the extent
         of and as a result of the willful misconduct, bad faith, or gross
         negligence of the Manager, any of the Manager's employees or
         representatives or any affiliate of or any person acting on behalf of
         the Manager, or (2) as a result of any untrue statement or alleged







                                      -9-
<PAGE>   10




         untrue statement of a material fact contained in the Registration
         Statement, prospectuses or statements of additional information
         covering the Funds or the Trust or any amendment thereof or any
         supplement thereto or the omission or alleged omission to state therein
         a material fact required to be stated therein or necessary to make the
         statement therein not misleading, if such a statement or omission was
         made by the Trust other than in reliance upon written information
         furnished by the Subadviser, or any affiliated person of the
         Subadviser, expressly for use in the Trust's Registration Statement or
         other than upon verbal information confirmed by the Subadviser in
         writing expressly for use in the Trust's Registration Statement;
         provided, however, that in no case is the Manager's indemnity in favor
         of the Subadviser deemed to protect such person against any liability
         to which any such person would otherwise be subject by reason of
         willful misconduct, bad faith or gross negligence in the performance of
         its duties or by reason of its reckless disregard of its obligations
         and duties under this Agreement.

14.      ASSIGNMENT BY SUBADVISER. This Agreement shall not be assigned by the
         Subadviser to any other person or company without the Manager's prior
         written consent.

15.      JURISDICTION. The Subadviser irrevocably submits to the jurisdiction of
         any state or U.S. federal court sitting in the Commonwealth of
         Massachusetts over any suit, action or proceeding arising out of or
         relating to this proposal and the agreement contemplated herein. The
         Subadviser irrevocably waives, to the fullest extent permitted by law,
         any objection which it may have to the laying of the venue of any such
         suit, action or proceeding brought in such a court and any claim that
         any such suit, action or proceeding brought in such a court has been
         brought in an inconvenient forum. The Subadviser agrees that final
         judgment in any such suit, action or proceeding brought in such a court
         shall be conclusive and binding upon the Subadviser, and may be
         enforced to the extent permitted by applicable law in any court of the
         jurisdiction of which the Subadviser is subject by a suit upon such
         judgment, provided that service of process is effected upon the
         Subadviser in the manner specified in the following paragraph or as
         otherwise permitted by law.

         As long as the agreement contemplated herein remains in effect, the
         Subadviser will at all times have an authorized agent in the
         Commonwealth of Massachusetts upon whom process may be served in any
         legal action or proceeding in a state or U.S. federal court sitting in
         the Commonwealth of Massachusetts over any suit, action or proceeding
         arising out of or relating to this proposal or the agreement
         contemplated herein. The Subadviser hereby appoints CT Corporation
         System as its agent for such purpose, and covenants and agrees that
         service of process in any such legal action or proceeding may be made
         upon it at the office of such agent at 2 Oliver Street, Boston, MA
         02019 (or at such other address in the Commonwealth of Massachusetts,
         as said agent may designate by written notice to the Subadviser and the
         Manager). The Subadviser hereby consents to the process being served in
         any suit, action or proceeding of the nature referred to in the
         preceding paragraph by service upon such agent together with the






                                      -10-
<PAGE>   11



         mailing of a copy thereof by registered or certified mail, postage
         prepaid, return receipt requested, to the address of the Subadviser set
         forth in Section 16 below or to any other address of which the
         Subadviser shall have given written notice to the Manager. The
         Subadviser irrevocably waives, to the fullest extent permitted by law,
         all claim of error by reason of any such service (but does not waive
         any right to assert lack of subject matter jurisdiction) and agrees
         that such service (i) shall be deemed in every respect effective
         service of process upon the Subadviser in any suit, action or
         proceeding and (ii) shall, to the fullest extent permitted by law, be
         taken and held to be valid personal service upon and personal delivery
         to the Subadviser.

         Nothing in this Section 15 shall affect the right of the Manager to
         serve process in any manner permitted by law or limit the right of the
         Manager to bring proceedings against the Subadviser in the courts of
         any jurisdiction or jurisdictions.

16.      NOTICES. All notices or other communications required or permitted to
         be given hereunder shall be in writing and shall be delivered or sent
         by pre-paid first class letter post to the following addresses or to
         such other address as the relevant addressee shall hereafter notify for
         such purpose to the others by notice in writing and shall be deemed to
         have been given at the time of delivery.

               If to the Manager:          IVY MANAGEMENT, INC.
                                           Via Mizner Financial Plaza
                                           700 South Federal Highway
                                           Boca Raton, FL 33432, U.S.A.
                                           Attention: C. William Ferris

               If to the Trust:            IVY FUND
                                           Via Mizner Financial Plaza
                                           700 South Federal Highway
                                           Boca Raton, FL 33432, U.S.A.
                                           Attention: C. William Ferris

               If to the Subadviser:       PETER CUNDILL & ASSOCIATES
                                           INC.
                                           PO Box 50133
                                           Santa Barbara, CA 93108 USA
                                           Attn: Brian L. McDermott

                                           With a copy to:
                                           Cundill Investment Research Ltd.
                                           1200 1100 Melville Street
                                           Vancouver, British Columbia V6E 4A6
                                              Attn: Mr. Andrew C. Parkinson



                                      -11-
<PAGE>   12


17.      LIMITATION OF LIABILITY OF THE TRUST, ITS TRUSTEES, AND SHAREHOLDERS.
         It is understood and expressly stipulated that none of the trustees,
         officers, agents, or shareholders of any series of the Trust shall be
         personally liable hereunder. It is understood and acknowledged that all
         persons dealing with any series of the Trust must look solely to the
         property of such series for the enforcement of any claims against that
         series as neither the trustees, officers, agents or shareholders assume
         any personal liability for obligations entered into on behalf of any
         series of the Trust. No series of the Trust shall be liable for the
         obligations or liabilities of any other series of the Trust.

18.      GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the Commonwealth of Massachusetts. Anything
         herein to the contrary notwithstanding, this Agreement shall not be
         construed to require, or to impose any duty upon either of the parties,
         to do anything in violation of any applicable laws or regulations.

19.      SEVERABILITY. Should any part of this Agreement be held invalid by a
         court decision, statute, rule or otherwise, the remainder of this
         Agreement shall not be affected thereby. This Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors.

20.      COUNTERPARTS. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, and all such
         counterparts shall constitute a single instrument.

         IN WITNESS WHEREOF, Ivy Management, Inc. and Peter Cundill &
Associates, Inc. have each caused this instrument to be signed in duplicate on
its behalf by the officer designated below thereunto duly authorized.

                                          IVY MANAGEMENT, INC.

                                          By: /s/ C. WILLIAM FERRIS
                                              ----------------------------
                                          Title:   Senior Vice President

                                          PETER CUNDILL & ASSOCIATES, INC.
                                              ----------------------------
                                          By: /s/ F. PETER CUNDILL
                                          Title:   President



                                      -12-
<PAGE>   13



                                   SCHEDULE A
                        TO SUBADVISORY AGREEMENT BETWEEN
            IVY MANAGEMENT, INC. AND PETER CUNDILL & ASSOCIATES, INC.
                              DATED MARCH 1 , 2000

                       -----------------------------------


Funds:

IVY CUNDILL VALUE FUND - 100% of Fund's net assets


<PAGE>   14



                                   SCHEDULE B
                        TO SUBADVISORY AGREEMENT BETWEEN
            IVY MANAGEMENT, INC. AND PETER CUNDILL & ASSOCIATES, INC.
                              DATED MARCH 1 , 2000

                       -----------------------------------

Fee schedule:

FUND NET ASSETS (U.S. $MILLIONS)              ADVISORY FEE ANNUAL RATE
--------------------------------              ------------------------

All Net Assets                                         0.50%




Fees are subject to reneogiation based on
assets under management.