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                                                                 EXHIBIT 10.33.1


                                  Amendment of
                     Agreement Regarding Change in Control
                   With Mackenzie Investment Management, Inc.

         THIS AGREEMENT, dated as of August 6, 2002 (the "Amendment Effective
Date"), by and between Keith J. Carlson (the "Executive") and Mackenzie
Investment Management, Inc. (the "Company");

                                WITNESSETH THAT:
                                ----------------

         WHEREAS, the Executive and the Company have entered into an Agreement
Regarding Change in Control with Mackenzie Investment Management, Inc. dated
December 14, 2002 (the "Agreement");

         WHEREAS, amendment of the Agreement is now desirable;

         NOW, THEREFORE, IT IS AGREED by and between the Executive and the
Company that beginning on the Effective Date (as defined in the Agreement) the
term "Company" (as defined in the Agreement) shall mean Mackenzie Investment
Management, Inc. and that the Agreement is hereby amended as of the Amendment
Effective Date in the following particulars:

         1. By substituting the following for paragraph 1(b) of the Agreement,
and by adding the following new paragraph 1(c) to the Agreement:

         "(b) If a Change in Control shall have occurred during the Agreement
         Term (as it may be extended from time to time), the Agreement Term
         shall continue for a period of twenty-four calendar months beyond the
         calendar month in which such Change in Control occurs and, following an
         extension in accordance with this paragraph (b), no further extensions
         shall occur under paragraph 1(a). Except as otherwise provided by
         paragraph (c) below, the Agreement Term shall end on the last day of
         the twenty-fourth calendar month following the calendar month in which
         such Change in Control occurs.

         (c) If a Change in Control shall have occurred during the Agreement
         Term (as it may be extended from time to time), and thereafter, during
         the Agreement Term (as it has been extended in accordance with
         paragraph (b) above), a Second Change in Control shall occur, then the
         Agreement Term shall continue for a period of twenty-four calendar
         months beyond the calendar month in which such Second Change in Control
         occurs and, following an extension in accordance with this paragraph
         (c), no further extensions shall occur under paragraph 1(a), paragraph
         1(b) or this paragraph 1(c). The Agreement Term shall end on the last
         day of the twenty-fourth calendar month following the calendar month in
         which such Second Change in Control occurs."

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         2. By substituting the following for the last paragraph of paragraph 9
of the Agreement:

         "For purposes of this Agreement, a "Second Change in Control" shall be
         deemed to occur on the date of any of the following events with respect
         to either the Company or New Parent (referred to generically as
         company):

         (a)      the acquisition in one or more transactions by any "Person"
                  (as such term is used for purposes of Section 13(d) or Section
                  14(d) of the Act) but excluding, for this purpose, the Company
                  and New Parent or their Subsidiaries, or any employee benefit
                  plan of New Parent or the Company or their Subsidiaries, of
                  "Beneficial Ownership" (within the meaning of Rule 13d-3 under
                  the Act) of thirty-five percent (35%) or more of the combined
                  voting power of the company's then outstanding voting
                  securities:

         (b)      the individuals who, as of April 1, 2002, constitute the
                  Board (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that if the election, or nomination for election by
                  the company's shareholders, of any new director was approved
                  by a vote of at least a majority of the Incumbent Board, such
                  new director shall be considered as a member of the Incumbent
                  Board, and provided further than any reductions in the size
                  of the Board that are instituted voluntarily by the Incumbent
                  Board shall not constitute a Change of Control, and after any
                  such reduction the "Incumbent Board" shall mean the Board as
                  so reduced;

         (c)      a merger or consolidation involving the company if the
                  shareholders of the company, immediately before such merger or
                  consolidation, do not own, directly or indirectly, immediately
                  following such merger or consolidation, more than sixty-five
                  percent (65%) of the combined voting power of the then
                  outstanding voting securities of the corporation resulting
                  from such merger or consolidation;

         (d)      a complete liquidation or dissolution of the company or a
                  sale or other disposition of all or substantially all of the
                  assets of the company;

         (e)      acceptance by shareholders of the company of shares in a
                  share exchange if the shareholders of the company,
                  immediately before such share exchange, do not own, directly
                  or indirectly, immediately following such share exchange,
                  more than sixty-five percent (65%) of the combined voting
                  power of the then outstanding voting securities of the
                  corporation resulting from such share exchange.

         For Purposes of this Agreement, a Second Change in Control shall also
         be deemed to occur on the date of either of the following events:

                  (i)      substantially all of the business and assets of the
                           Company; or



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                  (ii)     substantially all of the business or assets of the
                           Company's investment management arm is responsible
                           for management of its Ivy Funds mutual funds in the
                           United States or substantially all of the business
                           or assets of the Company's business unit which
                           manages mutual funds sold to the Canadian
                           marketplace by the New Parent or a New Parent
                           Affiliate;

                  are transferred to a business (or other transferee) other than
                  New Parent or a New Parent Affiliate.

         For purposes of this Agreement the term "New Parent" shall mean
         Investors Group Inc. and include any corporation, partnership, joint
         venture, or other entity that succeeds to the interest of New Parent
         by means of a merger, consolidation, or other restructuring. The term
         "New Parent Affiliate" means the New Parent and any of its
         "affiliates" as that term is defined in the Exchange Act.

         Notwithstanding anything contained in this Agreement to the contrary,
         if Executive's employment is terminated prior to a Second Change in
         Control and Executive reasonably demonstrates that such termination
         was at the request of a third party who has indicated an intention or
         taken steps reasonably calculated to effect a Second Change in Control
         who effectuates a Second Change in Control, then for all purposes of
         this Agreement, the date of a Second Change of Control shall mean the
         date immediately prior to the date of such termination of Executive
         employment."

         IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Amendment Effective Date.


                                          Mackenzie Investment Management, Inc.



                                         /s/ JAMES L. HUNTER
                                         -------------------------------------
                                         By:   James L. Hunter
                                         Its:  Director


/s/ KEITH J. CARLSON
-------------------------------------
Executive: Keith J. Carlson





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