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                                                                 EXHIBIT 10.35.1


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

         THIS AGREEMENT, dated as of May 22, 2002 (the "Amendment Effective
Date"), by and between Robert Perry (the "Executive") and Mackenzie Investment
Management, Inc. (the "Company");

                                WITNESSETH THAT:

         WHEREAS, the Executive and the Company have entered into the Agreement
Regarding Change in Control with Mackenzie Investment Management, Inc. dated
December 15, 2000 (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 that 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:

                  (A) New Parent ceases to beneficially own at least 50% of the
                  voting power of all outstanding capital stock of the Company.



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                  (B) Either:

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

                           (ii) substantially all of the business or assets of
                           the Company's business unit which is responsible for
                           management and sales of the 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/ KEITH J. CARLSON
                                          -------------------------------------
                                          By: Keith J. Carlson
                                          Its:  President & CEO

/s/ ROBERT PERRY
-------------------------
Executive: Robert Perry





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