Proceedings

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

AND

IN THE MATTER OF
AURELIO BAGLIONE, WINCHESTER FINANCIAL CORPORATION,
RALEIGH MANAGEMENT AND LEASING CORPORATION,
RUNDLE PROPERTIES CORPORATION,
DUNDAS & WELLINGTON INVESTMENT CORPORATION,
PARRY SOUND MALL INVESTMENT CORPORATION,
KIRKLAND LAKE MALL INVESTMENT CORPORATION,
CHAMBERLAND STREET INVESTMENT CORPORATION,
GATEWAY RETAIL CENTER LIMITED PARTNERSHIP,
GATEWAY CENTER GENERAL PARTNER INC.,
18TH-PAULINA LIMITED PARTNERSHIP,
18TH-PAULINA GENERAL PARTNER INC., MHG HOLDINGS LIMITED,
CHELMSFORD/DUNNVILLE INVESTMENT CORPORATION,
ESPANOLA MALL INC., 1096966 ONTARIO LTD.,
56-62 POND STREET INC., 169 DUFFERIN STREET INC.,
1426430 ONTARIO INC., 274 DUNDAS STREET INC.,
833 UPPER JAMES STREET INC., 1855 LASALLE BOULEVARD INC.,
PARRY SOUND MALL INC., KIRKLAND LAKE MALL INC.,
2620 CHAMBERLAND STREET INC., 1732577 ONTARIO INC.,
HURON AND SUNCOAST PLAZA INC., 80 COURTHOUSE SQUARE INC.,
1729319 ONTARIO LTD., CHESTNUT MANOR INC.,
THE WINCHESTER LEASING TRUST, THE WINCHESTER LEASING GROUP INC.,
THE WINCHESTER CAPITAL TRUST, WINCHESTER CAPITAL CORPORATION,
WINCHESTER SECURITIES CORPORATION AND
THE WINCHESTER REAL ESTATE INVESTMENT TRUST LTD.

ORDER
(Sections 127(1) and 127.1 of the Act)



    WHEREAS on March 27, 2013, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") in relation to Aurelio Baglione, Winchester Financial Corporation, Raleigh Management and Leasing Corporation, Rundle Properties Corporation, Dundas & Wellington Investment Corporation, Parry Sound Mall Investment Corporation, Kirkland Lake Mall Investment Corporation, Chamberland Street Investment Corporation, Gateway Retail Center Limited Partnership, Gateway Center General Partner Inc., 18th-Paulina Limited Partnership, 18th-Paulina General Partner Inc., MHG Holdings Limited, Chelmsford/Dunnville Investment Corporation, Espanola Mall Inc., 1096966 Ontario Ltd., 56-62 Pond Street Inc., 169 Dufferin Street Inc., 1426430 Ontario Inc., 274 Dundas Street Inc., 833 Upper James Street Inc., 1855 LaSalle Boulevard Inc., Parry Sound Mall Inc., Kirkland Lake Mall Inc., 2620 Chamberland Street Inc., 1732577 Ontario Inc., Huron and Suncoast Plaza Inc., 80 Courthouse Square Inc., 1729319 Ontario Ltd., Chestnut Manor Inc., The Winchester Leasing Trust, The Winchester Leasing Group Inc., The Winchester Capital Trust, Winchester Capital Corporation, Winchester Securities Corporation and The Winchester Real Estate Investment Trust Ltd. (collectively, the "Respondents");

    AND WHEREAS the Respondents and Staff of the Commission ("Staff") entered into a settlement agreement dated March 27, 2013 (the "Settlement Agreement") in which they agreed to a settlement of the proceeding commenced by the Notice of Hearing dated March 27, 2013, subject to the approval of the Commission;

    AND UPON reviewing the Settlement Agreement, the Notice of Hearing and Statement of Allegations of Staff of the Commission, and upon hearing submissions from counsel for Staff and counsel for the Respondents;

    AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

    IT IS ORDERED

1. The Settlement Agreement is approved;

2. The Respondents shall pay $50,000 on a joint and several basis, representing a portion of Staff's costs in this matter, pursuant to Section 127.1 of the Act;

3. The Respondents shall cease all trading activity until Winchester Securities Corporation is registered with the Commission or the Respondents retain another entity registered with the Commission, pursuant to paragraph (2) of subsection 127(1) of the Act; and

4. The Respondents are reprimanded, pursuant to paragraph 6 of subsection 127(1) of the Act.

    DATED at Toronto this 28th day of March, 2013.

" Christopher Portner "
Christopher Portner