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Introduction

This page comprises two related but distinct sections: (i) Omba’s Order Execution Policy, which addresses the FCA best execution requirements under COBS 11.2A for UK FCA-regulated business; and (ii) Omba’s Order Aggregation and Allocation Policy, which addresses client order handling under COBS 11.3. It sets out how Omba Advisory & Investments Ltd (“we”, “us”, “our”) must take all sufficient steps to obtain the best possible result for our clients when executing orders or placing/transmitting orders with third parties for execution, and how we provide for the prompt, fair and expeditious handling of client orders.

For UK business, this is required under the Financial Conduct Authority (FCA) rules in COBS 11.2A (Best Execution) and COBS 11.3 (Client Order Handling).

This policy provides information on how we intend to comply with this obligation and should be read alongside Omba’s client agreements

The SCOPE

This policy applies to Retail and Professional clients of Omba in respect of UK FCA-regulated general investment account and wrapper business, and covers transactions conducted in financial instruments. Below is a non-exhaustive list of instruments subject to this policy:

• Equities: including shares and depositary receipts;
• Debt instruments: including gilts, money market instruments, corporate bonds and asset-backed securities;
• Exchange traded products: including exchange traded funds, commodities, or notes;
• Units or shares in collective investment schemes;
• Derivatives.

This Policy and the best execution obligation do not apply to eligible counterparties (whether per se or elective).

OBLIGATION

We are required to take all sufficient steps to obtain, when executing client orders, the best possible result for our clients, taking into account the execution factors set out in COBS 11.2A. For retail clients, the best possible result is determined by total consideration, representing the price of the financial instrument and all costs directly related to execution. Other factors, including speed, size, likelihood of execution and settlement, nature of the order and market impact, may be prioritised only where they are instrumental in delivering the best possible result in terms of total consideration.

We must, when carrying out client orders:

1. ensure that orders executed on behalf of clients are promptly and accurately recorded and allocated;
2. carry out otherwise comparable client orders sequentially and promptly unless the characteristics of the order or prevailing market conditions make this impracticable, or the interests of the client require otherwise;
3. inform a retail client about any material difficulty relevant to the proper carrying out of orders promptly upon becoming aware of the difficulty.

Omba, when executing orders on behalf of clients, executes the order directly against an execution venue.  In this instance, Omba owes its client a duty of best execution.

Where Omba places or transmits orders to another entity for execution, Omba remains responsible for taking all sufficient steps to act in the client’s best interests through appropriate selection, due diligence, oversight and monitoring of that entity’s execution quality. This monitoring obligation is distinct from the executing entity’s own best execution obligations.

Dealing arrangements:

• We will not receive any remuneration, discount or non-monetary benefit for routing client orders.
• We do not receive any third-party payments or inducements from execution venues or counterparties.
• If a commission is ever charged on a trade, it will be done so at a consistent rate, regardless of execution venue, so as to provide consistent price and value to the customer and to avoid preferencing or detracting any execution venue. Since any commission charged by us would always be consistent, we do not need to separately add it to venue cost selection comparisons.
• If requested by a client or the FCA, we will demonstrate that we have executed transactions in line with our OEP.

Execution Criteria

When executing a client order, we will consider the following criteria to determine the relative importance of the execution factors:

• the characteristics of the client, including the categorisation of the client as retail or professional client;
• the characteristics of the client order, including whether the order involves a securities financing transaction;
• the characteristics of the financial instruments that are the subject of that order;
• the characteristics of the execution venues to which that order can be directed.

This OEP applies to each client order with a view to obtaining the best possible result for the client in accordance with this OEP.

Where we execute an order on behalf of a retail client, the best possible result is determined in terms of the total consideration, representing the price of the financial instrument and the costs related to execution, which must include all expenses incurred by the client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

For retail clients, speed, likelihood of execution and settlement, the size and nature of the order, market impact and any other implicit transaction costs are given precedence over the immediate price and cost consideration only insofar as they are instrumental in delivering the best possible result in terms of the total consideration to the retail client.

In seeking to achieve best execution with respect to a particular order, we will consider all relevant factors including the following:

• Price: this is the price a financial instrument is traded at;
• Cost: this: includes all fees and costs related to order execution, including implicit costs such as possible market impact, and explicit costs such as broker fees;
• Likelihood of execution and settlement: this is the likelihood that we will be able to complete the transaction and that the transaction will settle;
• Speed: this is the time it takes to execute a transaction;
• Size: this is the size of the transaction; and
• Nature of the transaction or any other consideration relevant to the execution of the transaction: this is how the particular characteristics of a transaction can affect best execution.

These criteria are carefully applied to each instance to determine the priority of each execution factor. Our approach to the execution factors is consistent across all asset classes we trade, other than that described below.

Typically, price and cost will be the key factors when executing orders for retail clients because best execution is assessed by reference to total consideration. Given the typical size of our trades relative to available liquidity, Omba may prioritise likelihood of execution or settlement where this is instrumental in achieving the best overall result, particularly for Exchange Traded Products. When receiving quotes from multiple counterparties, the best price would typically be chosen unless other execution factors sufficiently justify a different outcome. For trades placed by RFQ, we are required by the regulations to do a price fairness check before placing an order. We achieve this by using RFQ platforms which poll multiple potential counterparties who return their quote and or provide live, listed market pricing. Evidence of the trade being entered into these platforms is a proportionate record for a firm of our size, whose interests are fully aligned with securing the lowest offer and highest bid possible for our clients.

The speed of executing orders can also be important depending on the investment decision and the speed with which that is intended to be implemented. This may be particularly relevant in the case of Exchange Traded Products, Equity securities whose price may change quickly and materially.

In the case of Funds, price, cost, likelihood of execution and speed is less relevant as Funds typically trade once per day at their NAV.

SPECIFIC CLIENT INSTRUCTIONS

If you provide us with a specific instruction in relation to an order, we will follow that instruction so far as is reasonably possible when executing the trade. By following your specific instruction, we will have satisfied the obligation to provide best execution only in relation to the part or aspect of the order to which your instruction relates. Where your instruction relates to only part of the transaction, the remaining element not covered by your instruction will remain subject to best execution requirements. Omba will not induce a client to provide a specific instruction where Omba ought reasonably to know that the instruction is likely to prevent it from obtaining the best possible result for that client.

Unless you expressly instruct otherwise, Omba will, in the case of a client limit order in respect of shares admitted to trading on a regulated market or traded on a trading venue which is not immediately executed under prevailing market conditions, take measures to facilitate the earliest possible execution of that order by making public immediately that client limit order in a manner which is easily accessible to other market participants. This obligation is disapplied for large in scale orders. Omba complies with the obligations in COBS 11.4.1R, to make public unexecuted client limit orders, by transmitting the client limit order to a trading venue.

You acknowledge that a specific instruction from you may prevent us from taking the steps that we have designed and implemented in this Policy to obtain the best possible result for the execution of those orders in respect of the portion of the trade covered by your specific instruction.

SELECTING EXECUTION VENUES

We use our discretion to select the most appropriate execution venue for the relevant product. Please refer to Annex I. These venues may be:

• Regulated Markets (for example, the London Stock Exchange);
• Multilateral Trading Facilities (for example, Tradeweb MTF);
• Systematic Internalisers (SIs).

Our evaluation process considers:

• the extent of services provided such as asset class coverage, liquidity and fees to enable us to meet our obligations to our clients;
• market reputation of the venue;
• any other matters arising from our due diligence process.

Collective Investment Schemes

• Trades in collective investment open-ended funds are traded on behalf of Omba by custodians. These trades are directed by Omba to the custodian who then trade electronically (e.g. via AllFunds) or directly with the relevant Fund Manager.

We reserve the right to use other execution venues where we deem appropriate, in accordance with this Policy.

Associated Risks with executing orders outside a Trading Venue:

• Counterparty Credit Risk: The risk that the specific counterparty defaults or fails on their financial obligation, as trades are not centrally cleared by a venue.
• Settlement Risk: Potential impacts on delivery–versus-payment (DVP) mechanisms and settlement finality as off-venue trades may operate outside standard exchange-guaranteed timelines.
• Transparency & Liquidity: Off-venue trades do not benefit from the same pre-trade liquidity pools or immediate order book interactions found on a public exchange and may impact ability to achieve price improvement from competing market.

Additional information about the consequences of executing orders outside a trading venue is available upon client request.

sELECTING A BROKER/COUNTERPARTY

Transactions on behalf of our clients will be transmitted to, executed only with, or through, approved brokers and counterparties. Omba has a process to evaluate and approve the brokers and counterparties we use to execute client orders.

Our evaluation process includes a review of the broker /counterparties Terms of Business / best execution policies and may specifically include the below areas of focus:

• Are appropriately regulated;
• Their consistency in providing best price;
• Sufficient capital to complete all executed trades;
• Ability to source liquidity to accommodate trading in different market conditions;
• Are charging competitive rates for execution;
• Timely and accurate trade reporting, if applicable;
• Speed and reliability of trading systems and venue.

Not all brokers may be used for a given trade to manage information leakage amongst other factors.

MONITORING AND REVIEW OF EXECUTION ARRANGEMENTS AND POLICY

To ensure that the OEP and execution arrangements remain appropriate for the firm and its clients, this policy will be reviewed by the governing body of the firm on, at least, an annual basis, including that the priority and application of execution factors remain appropriate and reflect Omba’s practice. If there is any material change affecting our ability to continue to obtain the best possible result on a consistent basis using the venues in this policy, we will review it and, where required, update it.

We will notify clients if there are material changes to this policy. A material change is a significant event which could impact the parameters of best execution, such as: cost, price, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order.

We monitor the effectiveness of our order execution arrangements and OEP to identify, and where appropriate, correct any deficiencies. This review includes the review of best execution policies of entities to which orders are transmitted, analysis of trading data against the market in the case of RFQ execution, review of transactions where specific order instructions were given, assessment of execution quality obtained, and verification that the best possible result was obtained for clients on a consistent basis.

Where deficiencies are identified, we will take appropriate remedial action, which may include changes to execution arrangements, venue selection, counterparty selection or monitoring procedures.

ORDER AGGREGATION AND ALLOCATION

The Firm is not authorised to deal on its own account. It may only place deals on behalf of its clients and in accordance with its OEP. This section relates to client order handling under COBS 11.3 and should be read as distinct from the best execution requirements under COBS 11.2A.

We may only aggregate a client’s order with those of one or more other clients if it is unlikely that the aggregation will work overall to the disadvantage of any client whose order is to be aggregated. We will disclose to each client whose order may be aggregated that the effect of aggregation may work to the client’s disadvantage in relation to a particular order.

When we aggregate two or more client orders, the executed trades will be allocated in accordance with our allocation procedure. This procedure requires trades to be allocated fairly, normally pro rata based on the pre-trade quantity for each client that was determined before the placing of the trade and taking into account how the volume and price of orders determine allocations and the treatment of partial executions.

Where an aggregated order is partially executed, the related trades will be allocated in accordance with the order allocation policy and any deviation from the standard allocation approach will be documented, justified and reviewed.

When necessary, the different agreed strategies in each underlying account are considered and a recording should be made for any deviations from the pro rata allocation. However, situations may arise where it is not possible to allocate across all relevant accounts, either for reasons of liquidity or practicality in which case each variation shall be documented and reviewed.

These procedures are designed to ensure that, when we aggregate one client order with another client order and subsequently allocate the executions, we do so consistently and in accordance with the FCA client order handling rules covering:

• Timely allocation: Allocation will be made promptly between each account within one business day of the transaction date;
• Fair allocation: All clients whose orders are aggregated should receive the same executed price or a volume weighted average where there is a series of executions;
• Re-allocation: Any errors in allocation will be promptly corrected so as to not benefit any one client over another; and
• Record keeping: Full documentation is available for all allocations, particularly in situations where our usual policy was not followed. These records are retained for a period of at least five years from the date of the transaction.
• Use of pending order information: Omba will take reasonable steps to prevent the misuse of information relating to pending client orders by the firm or any relevant person.

CLIENT CONSENT

We must obtain prior consent from our clients to our Order Execution Policy. Consent is provided by signing the Account Application or other relevant client agreement before the relevant service is provided.
Where this policy permits client orders to be executed outside a trading venue, we will inform clients about that possibility and obtain express prior consent before proceeding to execute orders outside a trading venue.

Upon client request, we will provide additional information about the consequences of this means of execution. If a client does not provide consent, we will be unable to provide services to them.

ANNEX I –EXECUTION VENUE DETAILS

We provide a list of the execution venues on which we place significant reliance in meeting our obligation to take all sufficient steps to obtain, on a consistent basis, the best possible result for the execution of client orders and specifying which execution venues are used for each class of financial instruments.

We also provide, for each class of financial instrument, the entities with which orders are placed or to which Omba transmits orders for execution. The same venues and counterparties currently apply to retail and professional client orders unless otherwise stated. Omba does not currently identify separate venues for securities financing transactions; if this changes, the policy and Annex will be updated to distinguish securities financing transaction venues separately.

CLASS OF FINANCIAL INSTRUMENT	KEY EXECUTION VENUES AND COUNTERPARTIES
ETPs (Exchange Traded Products)	Retail and Professional clients: Tradeweb MTF, London Stock Exchange, Xetra, Nasdaq, NYSE, Euronext Amsterdam, SIX Swiss Exchange, DRW, Flow Traders, Jane Street, Societe Generale, Susquehanna, Virtu, Multrees, Velocity, Investec.
Fixed Income	Retail and Professional clients: Tradeweb MTF, Citi, Barclays, Multrees, Velocity.
Equities	Retail and Professional clients: Citi, Barclays, London Stock Exchange, Nasdaq, NYSE, Multrees, Velocity.
Collective Investment Schemes	Retail and Professional clients: Multrees, AllFunds.