Knowledge First Financial Inc. -- ss. 127, 127.1

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF KNOWLEDGE FIRST FINANCIAL INC.

NOTICE OF HEARING (Sections 127 and 127.1)

TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") at the offices of the Commission at 20 Queen Street West, 17th Floor Hearing Room on Friday, March 7, 2014 at 11:00 a.m., or as soon thereafter as the hearing can be held:

AND TAKE NOTICE THAT the purpose of the hearing is to consider whether it is in the public interest for the Commission to: (a) approve the Settlement Agreement between Staff of the Commission and Knowledge First Financial Inc. ("KFFI"); and (b) make such other order as the Commission may consider appropriate.

BY REASON OF the allegations set out in the Statement of Allegations dated March 5, 2014 and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the hearing;

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceedings.

DATED at Toronto this 6th day of March, 2014.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF KNOWLEDGE FIRST FINANCIAL INC.

STATEMENT OF ALLEGATIONS OF STAFF OF THE ONTARIO SECURITIES COMMISSION

STAFF OF THE ONTARIO SECURITIES COMMISSION MAKE THE FOLLOWING ALLEGATIONS:

1. Knowledge First Financial Inc. ("KFFI") distributes units of four distinct savings plans which are Registered Education Savings Plans under the Income Tax Act, R.S.C. 1985, c.1 (5th) supp.), as amended.

2. KFFI is registered with the Commission as both an investment fund manager and as a dealer in the category of scholarship plan dealer.

3. KFFI has been the subject of four compliance field review reports since 2003 by Staff of the Compliance and Registrant Regulation Branch ("CRR Staff"). KFFI also had terms and conditions previously imposed on its registration by CRR Staff, namely from July 9, 2004 to June 1, 2005 and from June 1, 2005 to February 21, 2006. The last compliance field review report on KFFI dated June 14, 2012 (the "2012 Compliance Report") had a review period of October 1, 2010 to September 30, 2011. In some cases, CRR Staff found KFFI to be deficient in similar areas to those previously identified as containing deficiencies.

4. As set out in the 2012 Compliance Report, on or between October 1, 2010 to September 30, 2011, KFFI did not meet reasonable compliance practices by failing to adequately meet its compliance obligations in certain of its sales supervision and compliance activities and thereby engaged in conduct contrary to the public interest.

Dated at Toronto this 5th day of March, 2014.