MACKENZIE INVESTMENT MANAGEMENT INC
AMENDMENT TO CHANGE IN CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.31.1
<SEQUENCE>3
<FILENAME>g77519exv10w31w1.txt
<DESCRIPTION>AMENDMENT TO CHANGE IN CONTROL AGREEMENT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.31.1


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


         THIS AGREEMENT, dated as of June 12, 2002 (the "Amendment Effective
Date"), by and between Tom Bracco (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 18, 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 is 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/ Tom Bracco
----------------------------
Executive: Tom Bracco


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