In re RELIANCE FINANCIAL

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES ACT OF 1933 
Release No. 9872 / July 31, 2015 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 75577 / July 31, 2015  
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 4152 / July 31, 2015 
 
INVESTMENT COMPANY ACT OF 1940 
Release No. 31730 / July 31, 2015 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-16311 
 
 
 
 
 
In the Matter of 
 
RELIANCE FINANCIAL 
ADVISORS, LLC, TIMOTHY 
S. DEMBSKI and WALTER F. 
GRENDA, JR.,  
 
Respondents. 
 
 
ORDER MAKING FINDINGS AND 
IMPOSING REMEDIAL SANCTIONS AND 
A CEASE-AND-DESIST ORDER 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, SECTIONS 
15(b) AND 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, SECTIONS 
203(e), 203(f) AND 203(k) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
AND SECTION 9(b) OF THE 
INVESTMENT COMPANY ACT OF 1940 
AS TO RELIANCE FINANCIAL 
ADVISORS, LLC AND WALTER F. 
GRENDA, JR. 
 
  
I. 
 
 On December 10, 2014, the Securities and Exchange Commission (“Commission”) 
deeming it appropriate and in the public interest, instituted public administrative and cease-and-
desist proceedings pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), 
Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), Sections 
203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 
9(b) of the Investment Company Act of 1940 (“Investment Company Act”) against Reliance 

 
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Financial Advisors, LLC (“Reliance Financial”) and Walter F. Grenda, Jr. (“Grenda,” and together 
with Reliance Financial, “Respondents”). 
 
II. 
 
Respondents have submitted an Offer of Settlement (the “Offer”), which the Commission 
has determined to accept.  Solely for the purpose of these proceedings and any other proceedings 
brought by or on behalf of the Commission, or to which the Commission is a party, and without 
admitting or denying the findings herein, except as to the Commission’s jurisdiction over them and 
the subject matter of these proceedings, which are admitted, Respondents consent to the entry of 
this Order, as set forth below. 
III. 
 On the basis of this Order and Respondents’ Offer, the Commission finds
1
 that: 
A. SUMMARY 
1. Grenda founded and jointly owned Reliance Financial, an investment adviser 
registered with the Commission, with Timothy S. Dembski (“Dembski”).  Grenda made (or used) 
false and misleading statements to his advisory clients at Reliance Financial in recommending and 
selling investments in a risky hedge fund—Prestige Wealth Management Fund, LP (“Prestige 
Fund” or the “Fund”), that Dembski founded along with his long-time friend, Scott M. Stephan 
(“Stephan”). 
2. Dembski and Stephan co-owned Prestige Wealth Management, LLC (“Prestige” or 
“General Partner”), the General Partner to the Prestige Fund.  Grenda described the Prestige Fund’s 
trading strategy to prospective investors as being fully-automated with all trades being made 
according to, and by, a computer algorithm (the “Algorithm”). 
3. Grenda sold interests in the Prestige Fund exclusively to long-standing clients of his 
investment advisory services at Reliance Financial, and at its predecessor entity, Reliance Financial 
Group (“Reliance Group”).  As Grenda understood from advising these advisory clients over the 
years, many of them were retired or near retirement, on fixed incomes, and lacked investment 
acumen. 
4. As Grenda knew or recklessly disregarded, the Prestige Fund was a highly risky 
investment.  Indeed, neither Dembski nor Stephan had any experience in managing a hedge fund 
and, in Stephan’s case, virtually no investing experience at all. 
5. Nonetheless, Grenda knowingly or recklessly made or used false and misleading 
statements to his advisory clients in order to create the false appearance that an investment in the 
Prestige Fund was less risky than it really was.  For example, Grenda provided his clients with a 
                                                 
1
  The findings herein are made pursuant to Respondents’ Offer of Settlement and are not 
binding on any other entity or person in this or any other proceeding. 

 
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private placement memorandum (the “PPM”) that he knew or recklessly disregarded greatly 
exaggerated Stephan’s experience in the securities industry. 
6. Grenda’s clients trusted him.  Thus, at his recommendation, Grenda’s clients 
invested approximately $8 million in the Prestige Fund.  The Prestige Fund started trading in April 
2011. 
7. The Prestige Fund did not, however, have positive returns as advertised.  In 
approximately October 2012 (approximately 18 months after the Fund started trading), Grenda 
withdrew his clients from the Prestige Fund.  In approximately December 2012, the Prestige Fund 
collapsed, losing approximately 80% of its value, as a result of Stephan placing manual trades, 
contrary to the automated trading strategy sold to investors. 
8. In addition, between September 2009 and December 2009, Grenda also borrowed 
$175,000 from two of his advisory clients (a mother and a daughter), telling them that he would 
use the loan to grow his business.  That was not true, as Grenda knew or recklessly disregarded.  
Instead, Grenda used the money to, among other things, pay personal expenses and debts. 
B. RESPONDENTS 
9. Reliance Financial Advisors, LLC has been registered with the Commission as an 
investment adviser since January 2011, and is based in Buffalo, New York.  Dembski and Grenda 
founded and, during the relevant time period, jointly owned Reliance Financial.  Reliance Financial 
is defunct. 
10. Walter F. Grenda, Jr., age 57, resides in Buffalo, New York.  In January 2011, 
Grenda co-founded and was Managing Partner at Reliance Financial.  Prior to founding Reliance 
Financial, Grenda provided investment advisory services to individual clients in his role at 
Reliance Group.  In addition, Grenda was a registered representative with a registered broker-
dealer (“BD1”) from approximately October 2006 through March 2011, and was a registered 
representative with a different registered broker-dealer (“BD2”) from approximately September 
2011 through July 2013.   
C. OTHER RELEVANT PEOPLE AND ENTITIES 
11. Timothy S. Dembski, age 42, resides in Lancaster, New York.  In January 2011, 
Dembski co-founded and was Managing Partner at Reliance Financial.  Also in early 2011, 
Dembski co-founded the Prestige Fund and its General Partner, Prestige.  Prior to founding 
Reliance Financial and the Prestige Fund, Dembski provided investment advisory services to 
individual clients in his role at Reliance Group.  In addition, from approximately October 2006 
through March 2011, Dembski was a registered representative associated with BD1.  From 
approximately September 2011 to July 2013, Dembski was a registered representative with BD2.  
Dembski is a respondent in the public administrative and cease-and-desist proceedings that the 
Commission instituted on December 10, 2014, discussed in Section I., above. 
12. Scott M. Stephan, age 40, resides in Hamburg, New York.  Stephan co-founded the 
Prestige Fund and the General Partner in early 2011 and was the Fund’s Chief Investment Officer 
and sole portfolio manager.  Prior to founding the Prestige Fund, Stephan worked at the Reliance 

 
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Group and was a registered representative with BD1 from approximately June 2009 through March 
2011.  Stephan is a respondent in related public administrative and cease-and desist proceedings that 
the Commission also instituted on December 10, 2014. 
13. Prestige Wealth Management Fund, LP, was a private investment fund under the 
Investment Company Act and organized as a limited partnership under Delaware law on November 
19, 2010. 
14. Prestige Wealth Management, LLC, was a limited liability company organized in 
Delaware on November 12, 2010, and adviser to the Prestige Fund.  Dembski and Stephan were the 
sole members of Prestige (which served as the General Partner to the Prestige Fund), each owning 
50%.  Prestige charged the Prestige Fund a 2% management fee and a 20% performance fee on an 
annualized basis.  Prestige was not registered with the Commission.  
15. Reliance Financial Group, was a Buffalo-based investment adviser founded and 
jointly owned by Dembski and Grenda from 1998 to 2011.  Reliance Group was not registered with 
the Commission.  Dembski and Grenda transferred their advisory clients from Reliance Group to 
Reliance Financial starting in approximately February 2011. 
FACTS 
D. GRENDA AND DEMBSKI HIRE STEPHAN TO WORK AT RELIANCE GROUP 
16. In approximately April 2007, Grenda and Dembski hired Stephan to work for them 
at Reliance Group.  When Stephan first started working for Grenda and Dembski, Stephan had no 
professional experience in the securities industry, trading securities, investing, or providing 
investment advice to others.  Virtually all of Stephan’s professional experience to that point had 
been collecting on—and managing others who collected on—past-due car loans.  Grenda knew of 
(or recklessly disregarded) Stephan’s prior work experience and that he had no experience in 
securities or investments when he was hired to work at Reliance Group. 
17. Grenda and Dembski hired Stephan to assist them with telemarketing efforts for the 
services they offered at Reliance Group.  In that role, Stephan’s job was to locate new investment 
advisory clients for Grenda and Dembski through, among other things, placing cold calls and 
arranging sales seminars. 
18. At no point, however, did Stephan provide Reliance Group’s clients with 
investment advice, trade securities, or make investment decisions.  At most, Stephan—from time to 
time—discussed investment ideas with Reliance Group’s college interns, and assisted Grenda with 
various research tasks. 
E. DEMBSKI AND STEPHAN SET UP THE PRESTIGE FUND 
19. In Summer 2010, Stephan approached Grenda and Dembski about establishing a 
hedge fund to undertake an automated trading strategy developed by Stephan and coded into an 
Algorithm.  The Algorithm purportedly had the following features: 
a. It operated as a day-trading strategy that would hold no securities overnight; 

 
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b. It was designed to automatically buy or sell stocks and interests in Exchange 
Traded Funds (“ETFs”) at pre-programmed times of the day and according to 
pre-programmed market signals; and  
c. It was supposed to automatically enter a long position on a chosen stock or ETF 
should it go up approximately 1 to 1.5 percent and it would automatically enter 
a short position on a chosen stock or ETF should it go down approximately 1 to 
1.5 percent.  Once in a position, the Algorithm automatically would exit it after 
a 3 percent gain or a 1 percent loss, respectively. 
20. Stephan did not undertake any real-time testing of the Algorithm, for example, by 
investing funds using its formula to see how it performed under actual market conditions, a fact 
Grenda knew or recklessly disregarded.  At most, Stephan “back tested” the Algorithm, i.e., looked 
at certain securities trading in the past to see how the Algorithm would have performed had it 
actually placed trades in those securities over those periods. 
21. Neither Dembski nor Stephan had any experience establishing or running a hedge 
fund or in algorithmic or other automated trading strategies, a fact Grenda also knew or recklessly 
disregarded after working with them for years.  Indeed, as discussed above, Stephan had little-to-no 
experience managing client funds or making investments.   
22. Nonetheless, Dembski and Stephan (without Grenda) decided to set up the Prestige 
Fund to trade based on the Algorithm.  In or about November 2010, Dembski and Stephan 
established Prestige and the Prestige Fund (the former of which served as General Partner and 
adviser to the Fund).   
23. Grenda recommended the Fund to his advisory clients.  He also played an active role 
in reviewing the fund documents (including the PPM).  It was Grenda’s intention and hope that after 
the Prestige Fund proved successful, Dembski and Stephan would eventually include him as an 
owner.  In anticipation of this, at times he referred to himself in documents and filings as the 
“president” of, or a “partner” in, the Prestige Fund. 
F. GRENDA RECOMMENDS AND SELLS INVESTMENTS IN THE PRESTIGE 
FUND TO HIS ADVISORY CLIENTS 
24. From about February 2011 to March 2012, Grenda raised approximately $8 million 
selling interests in the Prestige Fund.  The Prestige Fund’s investors were comprised of Grenda’s 
and Dembski’s advisory clients at Reliance Financial and its predecessor entity.  Ultimately, Grenda 
alone procured approximately $8 million in investments from approximately 23 of his advisory 
clients.   
25. To come up with the money to invest in the Prestige Fund, certain of Grenda’s 
advisory clients had to cash in variable annuities, for which they incurred approximately $290,000 
in surrender fees. 
26. Grenda had provided investment advice to many of his clients for years prior to their 
investing in the Prestige Fund.  He, therefore, understood his clients’ financial conditions and knew 

 
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that many were unsophisticated investors, who were retired or nearing retirement.  In addition, as 
Grenda understood, his clients trusted him to prudently manage their finances. 
27. In recommending and selling investments for the Prestige Fund, Grenda told his 
advisory clients that the Prestige Fund’s trading would be fully automated and directed by the 
Algorithm. 
G. GRENDA MAKES OR DISTRIBUTES MATERIALLY FALSE AND 
MISLEADING STATEMENTS WHEN RECOMMENDING AND SELLING 
INVESTMENTS IN THE PRESTIGE FUND 
28. In selling the Prestige Fund, Grenda knew or recklessly disregarded:  (a) that the 
Fund was a highly risky investment; (b) that Stephan, who developed the stategy coded into the 
Algorithm, had no prior experience running an algorithmic trading platform or hedge fund and, 
indeed, had virtually no experience trading or investing at all; and (c) Grenda’s advisory clients did 
not know Stephan and, thus, had no reason to trust or invest with him. 
29. Nonetheless, Grenda made or disseminated to his advisory clients materially false 
and misleading statements in order to create the appearance that the Prestige Fund was a relatively 
safe, in-demand investment, overseen by professional money managers. 
30. Prestige Fund’s PPM, dated February 1, 2011, contained the following biography for 
Stephan: 
Scott M. Stephan is co-founder and Chief Investment Officer of the General 
Partner.  He has exclusive responsibility to make the Fund’s investment 
decisions on behalf of the General Partner.  Mr. Stephan has worked in the 
financial services industry for over 14 years.  The first half of his career he 
co-managed a portfolio of over $500 million for First Investors Financial 
Services.  Afterwards, Mr. Stephan took a position as Vice President of 
Investments for a New York based investment company in which he was 
responsible for portfolio management and analysis. 
31. The PPM’s description of Stephan’s professional experiences prior to joining 
Reliance Group as well as his being “responsible for portfolio management and analysis” at 
Reliance Group were highly misleading, if not outright false.  First, as discussed above, Stephan 
had no experience in the securities industry prior to joining Reliance Group in 2007.  From 1999 to 
2007, Stephan was responsible for collecting, or managing a group that collected, on past due car 
loans.  This involved managing a group within a debt-collection call center, reaching out to debtors 
to obtain payment, and recommending cars to be repossessed in the event of non-payment.  In that 
position, Stephan undertook no trading, managed no securities portfolios, provided no investment 
advice, and made no decisions concerning securities investments.  Moreover, Stephan had no 
responsibility for determining what car loans to purchase and the value of the loans he was 
responsible for collecting was far less than $500 million. 
32. Second, upon joining Reliance Group, Stephan had little-to-no experience selecting 
or making investments.  Indeed, Grenda and Dembski hired him to undertake telemarketing efforts.  
Stephan received his securities Series 7, 63 and 66 licenses only in 2009 and, even then, he advised 

 
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no clients of his own, undertook no trading, and had no control over the portfolios of the Reliance 
Group’s clients.  In fact, Stephan’s only trading experience was investing approximately $1,000 
that his father loaned to him in or around 2006 or 2007, which Stephan lost. 
33. Grenda knew or recklessly disregarded that Stephan had no prior experience in the 
securities industry before joining Reliance Group, that Stephan received his securities licenses only 
in 2009, and that, even at Reliance Group, the so-called “New York based investment company” in 
the biography, Stephan had a minimal, if any, involvement managing assets, trading securities, or 
providing investment advice to clients. 
34. Grenda knew about Stephan’s professional background prior to joining Reliance 
Group as well as his role at Reliance Group.  Therefore, Grenda—who read and approved the PPM 
and then gave it to advisory clients when recommending and selling the Prestige Fund to them—
knew or recklessly disregarded that Stephan’s biography was false and misleading.  Despite this, 
Grenda failed to inform his advisory clients that Stephan’s biography was false and misleading or 
otherwise to tell them the truth concerning Stephan’s work experience. 
35. Nonetheless, Grenda distributed the PPM to investors and prospective investors in 
the Prestige Fund. 
H. THE PRESTIGE FUND COLLAPSES 
36. The Prestige Fund traded using the Algorithm approximately from April 2011 to 
September 2011.  From that point on—because the Algorithm never worked as intended—Stephan 
stopped using automated trading altogether.  Instead, contrary to what investors were told the 
Prestige Fund’s trading strategy would be, Stephan manually placed trades. 
37. Grenda withdrew his clients’ investments from the Prestige Fund in approximately 
October 2012, which amounted to approximately $320,000 less than their collective initial 
investments, for total collective losses of about 4%. 
38. In December 2012, the Prestige Fund lost approximately 80% of its value as a result 
of Stephan manually investing and trading in stock options. 
I. GRENDA BORROWS MONEY FROM HIS ADVISORY CLIENTS 
39. In addition to the above, Grenda also made false and misleading statements and 
omissions to two advisory clients—a mother and daughter (“Lenders”)—in order to borrow 
approximately $175,000 from them.  In or about September 2009, Grenda asked to borrow 
$100,000 from the Lenders, telling them that he wanted the loan to grow his business.  Trusting 
Grenda, the Lenders wired $100,000 to him on September 11, 2009 from the daughter’s bank 
account. 
40. Grenda did not use the money to grow his business, however.  Rather, in the days 
immediately following the loan, Grenda used a large portion of the money—approximately 50%—
to pay personal expenses and debts. 

 
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41. In or about December 2009, Grenda requested to borrow more money from the 
Lenders, again telling them that he wanted the loan to grow his business.  Grenda also failed to tell 
the Lenders that he had used at least a substantial portion of the prior loan for personal expenses.  
On December 16, 2009, the Lenders wrote a check for an additional $75,000 to Grenda from the 
daughter’s bank account. 
42. Grenda again used a large portion of the money to pay personal expenses and debts.  
Grenda’s statements to the Lenders that he intended to use the loans to build his business were, 
therefore, false and misleading as Grenda knew or recklessly disregarded.   In or around February 
2010, one of the Lenders visited Grenda at his business premises to inquire about the loan and he 
again told her that he planned to use the money to grow his business. 
J. VIOLATIONS 
43. As a result of the conduct described above, Respondents Reliance Financial and 
Grenda willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange 
Act and Rule 10b-5 thereunder, which prohibit, respectively, fraudulent conduct in the offer or sale 
of securities and in connection with the purchase or sale of securities. 
44. As a result of the conduct described above, Respondents Reliance Financial and 
Grenda willfully violated Sections 206(1) and (2) of the Advisers Act, which prohibit an 
investment adviser from, respectively, “employ[ing] any device, scheme, or artifice to defraud any 
client or prospective client,” or “engag[ing] in any transaction, practice, or course of business 
which operates as a fraud or deceit upon any client or prospective client.” 
45. As a result of the conduct described above, Respondent Grenda willfully aided and 
abetted and caused: 
a. Prestige’s violations of Section 17(a) of the Securities Act, Section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder; 
b. Prestige’s violations of Section 206(4) of the Advisers Act, which prohibits an 
investment adviser from “engag[ing] in any act, practice, or course of business 
which is fraudulent, deceptive, or manipulative,” and Rule 206(4)-8 thereunder, 
which prohibits any investment adviser to a pooled investment vehicle from 
“mak[ing] any untrue statement of a material fact or omitting to state a material 
fact necessary to make the statements made, in the light of the circumstances 
under which they were made, not misleading, to any investor or prospective 
investor in the pooled investment vehicle,” or “otherwise engag[ing] in any act, 
practice or course of business that is fraudulent, deceptive, or manipulative with 
respect to any investor or prospective investor in the pooled investment 
vehicle”; and 
c. Reliance Financial’s violations of Section 17(a) of the Securities Act, Section 
10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 
(2) the Advisers Act. 
 

 
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K. UNDERTAKING 
46. Respondents Reliance Financial and Grenda have undertaken to dissolve Reliance 
Financial within thirty (30) days upon the issuance of this Order. 
47. In determining whether to accept the Offer, the Commission has considered this 
undertaking.  Respondents Reliance Financial and Grenda must certify, in writing, compliance 
with the undertaking set forth above.  The certification shall identify the undertaking, provide 
written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient 
to demonstrate compliance.  The Commission staff may make reasonable requests for further 
evidence of compliance, and Respondents agree to provide such evidence.  The certification and 
supporting material shall be submitted to Sanjay Wadhwa, Associate Regional Director, Division 
of Enforcement, Securities and Exchange Commission, 200 Vesey Street, Suite 400, New York, 
NY 1028, with a copy to the Office of Chief Counsel of the Enforcement Division, no later than 
sixty (60) days from the date of the completion of the undertaking. 
COMMISSION FINDINGS 
 Based on the foregoing, the Commission finds that Respondents Reliance Financial and 
Grenda: 
A. willfully violated Section 17(a) of the Securities Act; 
B. willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 
and 
C. willfully violated Sections 206(1) and (2) of the Advisers Act. 
 Based on the foregoing, the Commission also finds that Respondent Grenda willfully aided 
and abetted and caused: 
A.  Prestige’s violations of Section 17(a) of the Securities Act; 
B.  Prestige’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 
 thereunder; 
C.  Prestige’s violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 
 thereunder; 
D.  Reliance Financial’s violations of Section 17(a) of the Securities Act; 
E.  Reliance Financial’s violations of Section 10(b) of the Exchange Act and Rule     
 10b-5 thereunder; and 
F.  Reliance Financial’s violations of Sections 206(1) and (2) of the Advisers Act. 
 
 

 
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IV. 
In view of the foregoing, the Commission deems it appropriate in the public interest and for 
the protection of investors to impose the sanctions agreed to in Respondents’ Offer. 
Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the 
Exchange Act, Sections 203(e), 203(f) and 203(k) of the Advisers Act, and Section 9(b) of the 
Investment Company Act, it is hereby ORDERED that:  
 A. Respondents Reliance Financial and Grenda cease and desist from committing or  
  causing any violations and any future violations of Sections 17(a) of the Securities  
  Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Sections 206(1), 
  206(2), 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. 
 B. Respondent Reliance Financial is censured. 
 C. Respondent Reliance Financial’s registration as an investment adviser be, and  
  hereby is, revoked. 
 D. Respondent Grenda be, and hereby is: 
   barred from association with any broker, dealer, investment adviser,   
   municipal securities dealer, municipal advisor, transfer agent, or nationally  
   recognized statistical rating organization; 
   prohibited from serving or acting as an employee, officer, director, member  
   of an advisory board, investment adviser or depositor of, or principal   
   underwriter for, a registered investment company or affiliated person of such 
   investment adviser, depositor, or principal underwriter; 
   barred from participating in any offering of a penny stock, including: acting  
   as a promoter, finder, consultant, agent or other person who engages in  
   activities with a broker, dealer or issuer for purposes of the issuance or  
   trading in any penny stock, or inducing or attempting to induce the purchase 
   or sale of any penny stock; 
  with the right to apply for reentry after three (3) years to the appropriate self-  
  regulatory organization, or if there is none, to the Commission. 
  Any reapplication for association by Respondent Grenda will be subject to   
  the applicable laws and regulations governing the reentry process, and   
  reentry may be conditioned upon a number of factors, including, but not   
  limited to, the satisfaction of any or all of the following:  (a) any    
  disgorgement ordered against the Respondent, whether or not the    
  Commission has fully or partially waived payment of such disgorgement;   
  (b) any arbitration award related to the conduct that served as the basis for   
  the Commission order; (c) any self-regulatory organization arbitration   
  award to a customer, whether or not related to the conduct that served as the  

 
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  basis for the Commission order; and (d) any restitution order by a self-  
  regulatory organization, whether or not related to the conduct that served as   
  the basis for the Commission order. 
E. Respondent Grenda shall pay disgorgement of $25,000, which represents profits 
gained as a result of the conduct described herein, prejudgment interest of 
$2,410.91 and civil penalties of $50,000, to the Securities and Exchange 
Commission.  Payment shall be made in the following installments:  $2,150.30 each 
and every month, with payment to be received on the 1
st
 of each and every month, 
starting in August 2015 and ending in August 2018.  If any payment is not made by 
the date the payment is required by this Order, the entire outstanding balance of 
disgorgement, prejudgment interest, and civil penalties, plus any additional interest 
accrued pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. 3717, shall 
be due and payable immediately, without further application.  Payment must be 
made in one of the following ways:   
 
 (1) Respondent may transmit payment electronically to the   
 Commission, which will provide detailed ACH transfer/Fedwire 
 instructions upon request;  
 
 (2) Respondent may make direct payment from a bank account via 
 Pay.gov through the SEC website at 
 http://www.sec.gov/about/offices/ofm.htm; or  
 
 (3) Respondent may pay by certified check, bank cashier’s check, or 
 United States postal money order, made payable to the Securities 
 and Exchange Commission and hand-delivered or mailed to:  
 
   Enterprise Services Center 
   Accounts Receivable Branch 
   HQ Bldg., Room 181, AMZ-341 
   6500 South MacArthur Boulevard 
   Oklahoma City, OK 73169 
 
   Payments by check or money order must be accompanied by a cover 
    letter identifying Walter F. Grenda, Jr. as a Respondent in these 
   proceedings, and the file number of these proceedings; a copy of the 
    cover letter and check or money order must be sent to Sanjay  
    Wadhwa, Associate Regional Director, Division of Enforcement,  
    Securities and Exchange Commission, 200 Vesey Street, Suite 400,  
    New York, NY 10281.     
  
  Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended (“Fair  
  Fund distribution”), a Fair Fund is created for the disgorgement, prejudgment  
  interest and penalties referenced in Section IV.E above.  Amounts ordered to be  
  paid as civil money penalties pursuant to this Order shall be treated as penalties  
  paid to the government for all purposes, including all tax purposes.  To preserve the 

 
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  deterrent effect of the civil penalty, Respondent agrees that in any Related Investor  
  Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or  
  reduction of any award of compensatory damages by the amount of any part of  
  Respondent’s payment of a civil penalty in this action (“Penalty Offset”).  If the  
  court in any Related Investor Action grants such a Penalty Offset, Respondent  
  agrees that he shall, within 30 days after entry of a final order granting the Penalty  
  Offset, notify the Commission’s counsel in this action and pay the amount of the  
  Penalty Offset to the United States Treasury or to a Fair Fund, as the Commission  
  directs.  Such a payment shall not be deemed an additional civil penalty and shall  
  not be deemed to change the amount of the civil penalty imposed in this   
  proceeding.  For purposes of this paragraph, a “Related Investor Action” means a  
  private damages action brought against Respondent by or on behalf of one or more  
  investors based on substantially the same facts as alleged in the Order instituted by  
  the Commission in this proceeding. 
 
V. 
 
 Is it further ORDERED that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S. C. §523, the findings in the Order are true and 
admitted by Respondent Grenda, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent Grenda under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a debt 
for the violation by Respondent Grenda of the federal securities laws or any regulation or order 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§523(a)(19). 
 
 By the Commission. 
 
 
 
        Brent J. Fields 
        Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES ACT OF 1933 

Release No. 9872 / July 31, 2015 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 75577 / July 31, 2015  

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 4152 / July 31, 2015 

 

INVESTMENT COMPANY ACT OF 1940 

Release No. 31730 / July 31, 2015 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-16311 

 

 

 

 

 

In the Matter of 

 

RELIANCE FINANCIAL 

ADVISORS, LLC, TIMOTHY 

S. DEMBSKI and WALTER F. 

GRENDA, JR.,  

 

Respondents. 

 

 

ORDER MAKING FINDINGS AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTIONS 

15(b) AND 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, SECTIONS 

203(e), 203(f) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

AND SECTION 9(b) OF THE 

INVESTMENT COMPANY ACT OF 1940 

AS TO RELIANCE FINANCIAL 

ADVISORS, LLC AND WALTER F. 

GRENDA, JR. 

 

  

I. 
 

 On December 10, 2014, the Securities and Exchange Commission (“Commission”) 

deeming it appropriate and in the public interest, instituted public administrative and cease-and-

desist proceedings pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), 

Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), Sections 

203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 

9(b) of the Investment Company Act of 1940 (“Investment Company Act”) against Reliance 



 

 2 

Financial Advisors, LLC (“Reliance Financial”) and Walter F. Grenda, Jr. (“Grenda,” and together 

with Reliance Financial, “Respondents”). 

 

II. 

 

Respondents have submitted an Offer of Settlement (the “Offer”), which the Commission 

has determined to accept.  Solely for the purpose of these proceedings and any other proceedings 

brought by or on behalf of the Commission, or to which the Commission is a party, and without 

admitting or denying the findings herein, except as to the Commission’s jurisdiction over them and 

the subject matter of these proceedings, which are admitted, Respondents consent to the entry of 

this Order, as set forth below. 

III. 

 On the basis of this Order and Respondents’ Offer, the Commission finds
1
 that: 

A. SUMMARY 

1. Grenda founded and jointly owned Reliance Financial, an investment adviser 

registered with the Commission, with Timothy S. Dembski (“Dembski”).  Grenda made (or used) 

false and misleading statements to his advisory clients at Reliance Financial in recommending and 

selling investments in a risky hedge fund—Prestige Wealth Management Fund, LP (“Prestige 

Fund” or the “Fund”), that Dembski founded along with his long-time friend, Scott M. Stephan 

(“Stephan”). 

2. Dembski and Stephan co-owned Prestige Wealth Management, LLC (“Prestige” or 

“General Partner”), the General Partner to the Prestige Fund.  Grenda described the Prestige Fund’s 

trading strategy to prospective investors as being fully-automated with all trades being made 

according to, and by, a computer algorithm (the “Algorithm”). 

3. Grenda sold interests in the Prestige Fund exclusively to long-standing clients of his 

investment advisory services at Reliance Financial, and at its predecessor entity, Reliance Financial 

Group (“Reliance Group”).  As Grenda understood from advising these advisory clients over the 

years, many of them were retired or near retirement, on fixed incomes, and lacked investment 

acumen. 

4. As Grenda knew or recklessly disregarded, the Prestige Fund was a highly risky 

investment.  Indeed, neither Dembski nor Stephan had any experience in managing a hedge fund 

and, in Stephan’s case, virtually no investing experience at all. 

5. Nonetheless, Grenda knowingly or recklessly made or used false and misleading 

statements to his advisory clients in order to create the false appearance that an investment in the 

Prestige Fund was less risky than it really was.  For example, Grenda provided his clients with a 

                                                 
1
  The findings herein are made pursuant to Respondents’ Offer of Settlement and are not 

binding on any other entity or person in this or any other proceeding. 



 

 3 

private placement memorandum (the “PPM”) that he knew or recklessly disregarded greatly 

exaggerated Stephan’s experience in the securities industry. 

6. Grenda’s clients trusted him.  Thus, at his recommendation, Grenda’s clients 

invested approximately $8 million in the Prestige Fund.  The Prestige Fund started trading in April 

2011. 

7. The Prestige Fund did not, however, have positive returns as advertised.  In 

approximately October 2012 (approximately 18 months after the Fund started trading), Grenda 

withdrew his clients from the Prestige Fund.  In approximately December 2012, the Prestige Fund 

collapsed, losing approximately 80% of its value, as a result of Stephan placing manual trades, 

contrary to the automated trading strategy sold to investors. 

8. In addition, between September 2009 and December 2009, Grenda also borrowed 

$175,000 from two of his advisory clients (a mother and a daughter), telling them that he would 

use the loan to grow his business.  That was not true, as Grenda knew or recklessly disregarded.  

Instead, Grenda used the money to, among other things, pay personal expenses and debts. 

B. RESPONDENTS 

9. Reliance Financial Advisors, LLC has been registered with the Commission as an 

investment adviser since January 2011, and is based in Buffalo, New York.  Dembski and Grenda 

founded and, during the relevant time period, jointly owned Reliance Financial.  Reliance Financial 

is defunct. 

10. Walter F. Grenda, Jr., age 57, resides in Buffalo, New York.  In January 2011, 

Grenda co-founded and was Managing Partner at Reliance Financial.  Prior to founding Reliance 

Financial, Grenda provided investment advisory services to individual clients in his role at 

Reliance Group.  In addition, Grenda was a registered representative with a registered broker-

dealer (“BD1”) from approximately October 2006 through March 2011, and was a registered 

representative with a different registered broker-dealer (“BD2”) from approximately September 

2011 through July 2013.   

C. OTHER RELEVANT PEOPLE AND ENTITIES 

11. Timothy S. Dembski, age 42, resides in Lancaster, New York.  In January 2011, 

Dembski co-founded and was Managing Partner at Reliance Financial.  Also in early 2011, 

Dembski co-founded the Prestige Fund and its General Partner, Prestige.  Prior to founding 

Reliance Financial and the Prestige Fund, Dembski provided investment advisory services to 

individual clients in his role at Reliance Group.  In addition, from approximately October 2006 

through March 2011, Dembski was a registered representative associated with BD1.  From 

approximately September 2011 to July 2013, Dembski was a registered representative with BD2.  

Dembski is a respondent in the public administrative and cease-and-desist proceedings that the 

Commission instituted on December 10, 2014, discussed in Section I., above. 

12. Scott M. Stephan, age 40, resides in Hamburg, New York.  Stephan co-founded the 

Prestige Fund and the General Partner in early 2011 and was the Fund’s Chief Investment Officer 

and sole portfolio manager.  Prior to founding the Prestige Fund, Stephan worked at the Reliance 



 

 4 

Group and was a registered representative with BD1 from approximately June 2009 through March 

2011.  Stephan is a respondent in related public administrative and cease-and desist proceedings that 

the Commission also instituted on December 10, 2014. 

13. Prestige Wealth Management Fund, LP, was a private investment fund under the 

Investment Company Act and organized as a limited partnership under Delaware law on November 

19, 2010. 

14. Prestige Wealth Management, LLC, was a limited liability company organized in 

Delaware on November 12, 2010, and adviser to the Prestige Fund.  Dembski and Stephan were the 

sole members of Prestige (which served as the General Partner to the Prestige Fund), each owning 

50%.  Prestige charged the Prestige Fund a 2% management fee and a 20% performance fee on an 

annualized basis.  Prestige was not registered with the Commission.  

15. Reliance Financial Group, was a Buffalo-based investment adviser founded and 

jointly owned by Dembski and Grenda from 1998 to 2011.  Reliance Group was not registered with 

the Commission.  Dembski and Grenda transferred their advisory clients from Reliance Group to 

Reliance Financial starting in approximately February 2011. 

FACTS 

D. GRENDA AND DEMBSKI HIRE STEPHAN TO WORK AT RELIANCE GROUP 

16. In approximately April 2007, Grenda and Dembski hired Stephan to work for them 

at Reliance Group.  When Stephan first started working for Grenda and Dembski, Stephan had no 

professional experience in the securities industry, trading securities, investing, or providing 

investment advice to others.  Virtually all of Stephan’s professional experience to that point had 

been collecting on—and managing others who collected on—past-due car loans.  Grenda knew of 

(or recklessly disregarded) Stephan’s prior work experience and that he had no experience in 

securities or investments when he was hired to work at Reliance Group. 

17. Grenda and Dembski hired Stephan to assist them with telemarketing efforts for the 

services they offered at Reliance Group.  In that role, Stephan’s job was to locate new investment 

advisory clients for Grenda and Dembski through, among other things, placing cold calls and 

arranging sales seminars. 

18. At no point, however, did Stephan provide Reliance Group’s clients with 

investment advice, trade securities, or make investment decisions.  At most, Stephan—from time to 

time—discussed investment ideas with Reliance Group’s college interns, and assisted Grenda with 

various research tasks. 

E. DEMBSKI AND STEPHAN SET UP THE PRESTIGE FUND 

19. In Summer 2010, Stephan approached Grenda and Dembski about establishing a 

hedge fund to undertake an automated trading strategy developed by Stephan and coded into an 

Algorithm.  The Algorithm purportedly had the following features: 

a. It operated as a day-trading strategy that would hold no securities overnight; 



 

 5 

b. It was designed to automatically buy or sell stocks and interests in Exchange 

Traded Funds (“ETFs”) at pre-programmed times of the day and according to 

pre-programmed market signals; and  

c. It was supposed to automatically enter a long position on a chosen stock or ETF 

should it go up approximately 1 to 1.5 percent and it would automatically enter 

a short position on a chosen stock or ETF should it go down approximately 1 to 

1.5 percent.  Once in a position, the Algorithm automatically would exit it after 

a 3 percent gain or a 1 percent loss, respectively. 

20. Stephan did not undertake any real-time testing of the Algorithm, for example, by 

investing funds using its formula to see how it performed under actual market conditions, a fact 

Grenda knew or recklessly disregarded.  At most, Stephan “back tested” the Algorithm, i.e., looked 

at certain securities trading in the past to see how the Algorithm would have performed had it 

actually placed trades in those securities over those periods. 

21. Neither Dembski nor Stephan had any experience establishing or running a hedge 

fund or in algorithmic or other automated trading strategies, a fact Grenda also knew or recklessly 

disregarded after working with them for years.  Indeed, as discussed above, Stephan had little-to-no 

experience managing client funds or making investments.   

22. Nonetheless, Dembski and Stephan (without Grenda) decided to set up the Prestige 

Fund to trade based on the Algorithm.  In or about November 2010, Dembski and Stephan 

established Prestige and the Prestige Fund (the former of which served as General Partner and 

adviser to the Fund).   

23. Grenda recommended the Fund to his advisory clients.  He also played an active role 

in reviewing the fund documents (including the PPM).  It was Grenda’s intention and hope that after 

the Prestige Fund proved successful, Dembski and Stephan would eventually include him as an 

owner.  In anticipation of this, at times he referred to himself in documents and filings as the 

“president” of, or a “partner” in, the Prestige Fund. 

F. GRENDA RECOMMENDS AND SELLS INVESTMENTS IN THE PRESTIGE 

FUND TO HIS ADVISORY CLIENTS 

24. From about February 2011 to March 2012, Grenda raised approximately $8 million 

selling interests in the Prestige Fund.  The Prestige Fund’s investors were comprised of Grenda’s 

and Dembski’s advisory clients at Reliance Financial and its predecessor entity.  Ultimately, Grenda 

alone procured approximately $8 million in investments from approximately 23 of his advisory 

clients.   

25. To come up with the money to invest in the Prestige Fund, certain of Grenda’s 

advisory clients had to cash in variable annuities, for which they incurred approximately $290,000 

in surrender fees. 

26. Grenda had provided investment advice to many of his clients for years prior to their 

investing in the Prestige Fund.  He, therefore, understood his clients’ financial conditions and knew 



 

 6 

that many were unsophisticated investors, who were retired or nearing retirement.  In addition, as 

Grenda understood, his clients trusted him to prudently manage their finances. 

27. In recommending and selling investments for the Prestige Fund, Grenda told his 

advisory clients that the Prestige Fund’s trading would be fully automated and directed by the 

Algorithm. 

G. GRENDA MAKES OR DISTRIBUTES MATERIALLY FALSE AND 

MISLEADING STATEMENTS WHEN RECOMMENDING AND SELLING 

INVESTMENTS IN THE PRESTIGE FUND 

28. In selling the Prestige Fund, Grenda knew or recklessly disregarded:  (a) that the 

Fund was a highly risky investment; (b) that Stephan, who developed the stategy coded into the 

Algorithm, had no prior experience running an algorithmic trading platform or hedge fund and, 

indeed, had virtually no experience trading or investing at all; and (c) Grenda’s advisory clients did 

not know Stephan and, thus, had no reason to trust or invest with him. 

29. Nonetheless, Grenda made or disseminated to his advisory clients materially false 

and misleading statements in order to create the appearance that the Prestige Fund was a relatively 

safe, in-demand investment, overseen by professional money managers. 

30. Prestige Fund’s PPM, dated February 1, 2011, contained the following biography for 

Stephan: 

Scott M. Stephan is co-founder and Chief Investment Officer of the General 

Partner.  He has exclusive responsibility to make the Fund’s investment 

decisions on behalf of the General Partner.  Mr. Stephan has worked in the 

financial services industry for over 14 years.  The first half of his career he 

co-managed a portfolio of over $500 million for First Investors Financial 

Services.  Afterwards, Mr. Stephan took a position as Vice President of 

Investments for a New York based investment company in which he was 

responsible for portfolio management and analysis. 

31. The PPM’s description of Stephan’s professional experiences prior to joining 

Reliance Group as well as his being “responsible for portfolio management and analysis” at 

Reliance Group were highly misleading, if not outright false.  First, as discussed above, Stephan 

had no experience in the securities industry prior to joining Reliance Group in 2007.  From 1999 to 

2007, Stephan was responsible for collecting, or managing a group that collected, on past due car 

loans.  This involved managing a group within a debt-collection call center, reaching out to debtors 

to obtain payment, and recommending cars to be repossessed in the event of non-payment.  In that 

position, Stephan undertook no trading, managed no securities portfolios, provided no investment 

advice, and made no decisions concerning securities investments.  Moreover, Stephan had no 

responsibility for determining what car loans to purchase and the value of the loans he was 

responsible for collecting was far less than $500 million. 

32. Second, upon joining Reliance Group, Stephan had little-to-no experience selecting 

or making investments.  Indeed, Grenda and Dembski hired him to undertake telemarketing efforts.  

Stephan received his securities Series 7, 63 and 66 licenses only in 2009 and, even then, he advised 



 

 7 

no clients of his own, undertook no trading, and had no control over the portfolios of the Reliance 

Group’s clients.  In fact, Stephan’s only trading experience was investing approximately $1,000 

that his father loaned to him in or around 2006 or 2007, which Stephan lost. 

33. Grenda knew or recklessly disregarded that Stephan had no prior experience in the 

securities industry before joining Reliance Group, that Stephan received his securities licenses only 

in 2009, and that, even at Reliance Group, the so-called “New York based investment company” in 

the biography, Stephan had a minimal, if any, involvement managing assets, trading securities, or 

providing investment advice to clients. 

34. Grenda knew about Stephan’s professional background prior to joining Reliance 

Group as well as his role at Reliance Group.  Therefore, Grenda—who read and approved the PPM 

and then gave it to advisory clients when recommending and selling the Prestige Fund to them—

knew or recklessly disregarded that Stephan’s biography was false and misleading.  Despite this, 

Grenda failed to inform his advisory clients that Stephan’s biography was false and misleading or 

otherwise to tell them the truth concerning Stephan’s work experience. 

35. Nonetheless, Grenda distributed the PPM to investors and prospective investors in 

the Prestige Fund. 

H. THE PRESTIGE FUND COLLAPSES 

36. The Prestige Fund traded using the Algorithm approximately from April 2011 to 

September 2011.  From that point on—because the Algorithm never worked as intended—Stephan 

stopped using automated trading altogether.  Instead, contrary to what investors were told the 

Prestige Fund’s trading strategy would be, Stephan manually placed trades. 

37. Grenda withdrew his clients’ investments from the Prestige Fund in approximately 

October 2012, which amounted to approximately $320,000 less than their collective initial 

investments, for total collective losses of about 4%. 

38. In December 2012, the Prestige Fund lost approximately 80% of its value as a result 

of Stephan manually investing and trading in stock options. 

I. GRENDA BORROWS MONEY FROM HIS ADVISORY CLIENTS 

39. In addition to the above, Grenda also made false and misleading statements and 

omissions to two advisory clients—a mother and daughter (“Lenders”)—in order to borrow 

approximately $175,000 from them.  In or about September 2009, Grenda asked to borrow 

$100,000 from the Lenders, telling them that he wanted the loan to grow his business.  Trusting 

Grenda, the Lenders wired $100,000 to him on September 11, 2009 from the daughter’s bank 

account. 

40. Grenda did not use the money to grow his business, however.  Rather, in the days 

immediately following the loan, Grenda used a large portion of the money—approximately 50%—

to pay personal expenses and debts. 



 

 8 

41. In or about December 2009, Grenda requested to borrow more money from the 

Lenders, again telling them that he wanted the loan to grow his business.  Grenda also failed to tell 

the Lenders that he had used at least a substantial portion of the prior loan for personal expenses.  

On December 16, 2009, the Lenders wrote a check for an additional $75,000 to Grenda from the 

daughter’s bank account. 

42. Grenda again used a large portion of the money to pay personal expenses and debts.  

Grenda’s statements to the Lenders that he intended to use the loans to build his business were, 

therefore, false and misleading as Grenda knew or recklessly disregarded.   In or around February 

2010, one of the Lenders visited Grenda at his business premises to inquire about the loan and he 

again told her that he planned to use the money to grow his business. 

J. VIOLATIONS 

43. As a result of the conduct described above, Respondents Reliance Financial and 

Grenda willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange 

Act and Rule 10b-5 thereunder, which prohibit, respectively, fraudulent conduct in the offer or sale 

of securities and in connection with the purchase or sale of securities. 

44. As a result of the conduct described above, Respondents Reliance Financial and 

Grenda willfully violated Sections 206(1) and (2) of the Advisers Act, which prohibit an 

investment adviser from, respectively, “employ[ing] any device, scheme, or artifice to defraud any 

client or prospective client,” or “engag[ing] in any transaction, practice, or course of business 

which operates as a fraud or deceit upon any client or prospective client.” 

45. As a result of the conduct described above, Respondent Grenda willfully aided and 

abetted and caused: 

a. Prestige’s violations of Section 17(a) of the Securities Act, Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder; 

b. Prestige’s violations of Section 206(4) of the Advisers Act, which prohibits an 

investment adviser from “engag[ing] in any act, practice, or course of business 

which is fraudulent, deceptive, or manipulative,” and Rule 206(4)-8 thereunder, 

which prohibits any investment adviser to a pooled investment vehicle from 

“mak[ing] any untrue statement of a material fact or omitting to state a material 

fact necessary to make the statements made, in the light of the circumstances 

under which they were made, not misleading, to any investor or prospective 

investor in the pooled investment vehicle,” or “otherwise engag[ing] in any act, 

practice or course of business that is fraudulent, deceptive, or manipulative with 

respect to any investor or prospective investor in the pooled investment 

vehicle”; and 

c. Reliance Financial’s violations of Section 17(a) of the Securities Act, Section 

10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 

(2) the Advisers Act. 

 



 

 9 

K. UNDERTAKING 

46. Respondents Reliance Financial and Grenda have undertaken to dissolve Reliance 

Financial within thirty (30) days upon the issuance of this Order. 

47. In determining whether to accept the Offer, the Commission has considered this 

undertaking.  Respondents Reliance Financial and Grenda must certify, in writing, compliance 

with the undertaking set forth above.  The certification shall identify the undertaking, provide 

written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient 

to demonstrate compliance.  The Commission staff may make reasonable requests for further 

evidence of compliance, and Respondents agree to provide such evidence.  The certification and 

supporting material shall be submitted to Sanjay Wadhwa, Associate Regional Director, Division 

of Enforcement, Securities and Exchange Commission, 200 Vesey Street, Suite 400, New York, 

NY 1028, with a copy to the Office of Chief Counsel of the Enforcement Division, no later than 

sixty (60) days from the date of the completion of the undertaking. 

COMMISSION FINDINGS 

 Based on the foregoing, the Commission finds that Respondents Reliance Financial and 

Grenda: 

A. willfully violated Section 17(a) of the Securities Act; 

B. willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 

and 

C. willfully violated Sections 206(1) and (2) of the Advisers Act. 

 Based on the foregoing, the Commission also finds that Respondent Grenda willfully aided 

and abetted and caused: 

A.  Prestige’s violations of Section 17(a) of the Securities Act; 

B.  Prestige’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 

 thereunder; 

C.  Prestige’s violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 

 thereunder; 

D.  Reliance Financial’s violations of Section 17(a) of the Securities Act; 

E.  Reliance Financial’s violations of Section 10(b) of the Exchange Act and Rule     

 10b-5 thereunder; and 

F.  Reliance Financial’s violations of Sections 206(1) and (2) of the Advisers Act. 

 

 



 

 10 

IV. 

In view of the foregoing, the Commission deems it appropriate in the public interest and for 

the protection of investors to impose the sanctions agreed to in Respondents’ Offer. 

Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the 

Exchange Act, Sections 203(e), 203(f) and 203(k) of the Advisers Act, and Section 9(b) of the 

Investment Company Act, it is hereby ORDERED that:  

 A. Respondents Reliance Financial and Grenda cease and desist from committing or  

  causing any violations and any future violations of Sections 17(a) of the Securities  

  Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Sections 206(1), 

  206(2), 206(4) of the Advisers Act and Rule 206(4)-8 thereunder. 

 B. Respondent Reliance Financial is censured. 

 C. Respondent Reliance Financial’s registration as an investment adviser be, and  

  hereby is, revoked. 

 D. Respondent Grenda be, and hereby is: 

   barred from association with any broker, dealer, investment adviser,   

   municipal securities dealer, municipal advisor, transfer agent, or nationally  

   recognized statistical rating organization; 

   prohibited from serving or acting as an employee, officer, director, member  

   of an advisory board, investment adviser or depositor of, or principal   

   underwriter for, a registered investment company or affiliated person of such 

   investment adviser, depositor, or principal underwriter; 

   barred from participating in any offering of a penny stock, including: acting  

   as a promoter, finder, consultant, agent or other person who engages in  

   activities with a broker, dealer or issuer for purposes of the issuance or  

   trading in any penny stock, or inducing or attempting to induce the purchase 

   or sale of any penny stock; 

  with the right to apply for reentry after three (3) years to the appropriate self-  

  regulatory organization, or if there is none, to the Commission. 

  Any reapplication for association by Respondent Grenda will be subject to   

  the applicable laws and regulations governing the reentry process, and   

  reentry may be conditioned upon a number of factors, including, but not   

  limited to, the satisfaction of any or all of the following:  (a) any    

  disgorgement ordered against the Respondent, whether or not the    

  Commission has fully or partially waived payment of such disgorgement;   

  (b) any arbitration award related to the conduct that served as the basis for   

  the Commission order; (c) any self-regulatory organization arbitration   

  award to a customer, whether or not related to the conduct that served as the  



 

 11 

  basis for the Commission order; and (d) any restitution order by a self-  

  regulatory organization, whether or not related to the conduct that served as   

  the basis for the Commission order. 

E. Respondent Grenda shall pay disgorgement of $25,000, which represents profits 

gained as a result of the conduct described herein, prejudgment interest of 

$2,410.91 and civil penalties of $50,000, to the Securities and Exchange 

Commission.  Payment shall be made in the following installments:  $2,150.30 each 

and every month, with payment to be received on the 1
st
 of each and every month, 

starting in August 2015 and ending in August 2018.  If any payment is not made by 

the date the payment is required by this Order, the entire outstanding balance of 

disgorgement, prejudgment interest, and civil penalties, plus any additional interest 

accrued pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. 3717, shall 

be due and payable immediately, without further application.  Payment must be 

made in one of the following ways:   

 

 (1) Respondent may transmit payment electronically to the   

 Commission, which will provide detailed ACH transfer/Fedwire 

 instructions upon request;  

 

 (2) Respondent may make direct payment from a bank account via 

 Pay.gov through the SEC website at 

 http://www.sec.gov/about/offices/ofm.htm; or  

 

 (3) Respondent may pay by certified check, bank cashier’s check, or 

 United States postal money order, made payable to the Securities 

 and Exchange Commission and hand-delivered or mailed to:  

 

   Enterprise Services Center 

   Accounts Receivable Branch 

   HQ Bldg., Room 181, AMZ-341 

   6500 South MacArthur Boulevard 

   Oklahoma City, OK 73169 

 

   Payments by check or money order must be accompanied by a cover 

    letter identifying Walter F. Grenda, Jr. as a Respondent in these 

   proceedings, and the file number of these proceedings; a copy of the 

    cover letter and check or money order must be sent to Sanjay  

    Wadhwa, Associate Regional Director, Division of Enforcement,  

    Securities and Exchange Commission, 200 Vesey Street, Suite 400,  

    New York, NY 10281.     

  

  Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended (“Fair  

  Fund distribution”), a Fair Fund is created for the disgorgement, prejudgment  

  interest and penalties referenced in Section IV.E above.  Amounts ordered to be  

  paid as civil money penalties pursuant to this Order shall be treated as penalties  

  paid to the government for all purposes, including all tax purposes.  To preserve the 



 

 12 

  deterrent effect of the civil penalty, Respondent agrees that in any Related Investor  

  Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or  

  reduction of any award of compensatory damages by the amount of any part of  

  Respondent’s payment of a civil penalty in this action (“Penalty Offset”).  If the  

  court in any Related Investor Action grants such a Penalty Offset, Respondent  

  agrees that he shall, within 30 days after entry of a final order granting the Penalty  

  Offset, notify the Commission’s counsel in this action and pay the amount of the  

  Penalty Offset to the United States Treasury or to a Fair Fund, as the Commission  

  directs.  Such a payment shall not be deemed an additional civil penalty and shall  

  not be deemed to change the amount of the civil penalty imposed in this   

  proceeding.  For purposes of this paragraph, a “Related Investor Action” means a  

  private damages action brought against Respondent by or on behalf of one or more  

  investors based on substantially the same facts as alleged in the Order instituted by  

  the Commission in this proceeding. 

 

V. 
 

 Is it further ORDERED that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S. C. §523, the findings in the Order are true and 

admitted by Respondent Grenda, and further, any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Respondent Grenda under this Order or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a debt 

for the violation by Respondent Grenda of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§523(a)(19). 

 

 By the Commission. 

 

 

 

        Brent J. Fields 

        Secretary