Neuberger Berman Asset Management Ireland Limited German Branch

Neuberger Berman Asset Management Ireland Limited German Branch

Frankfurt am Main

Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

Annual Report and Financial Statements for the year ended 31 December 2023

Registered Number: 629805

Contents

Directors and other information

Strategic report

Directors' report

Statement of directors' responsibilities in respect of the directors' report and the financial statements

Independent Auditor's Report to the member of Neuberger Berman Asset

Management Ireland Limited

Financial Statements

Statement of Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Notes to the Financial Statements

Directors and other information

Registered Office

2 Central Plaza

Dame Street

Dublin 2

Ireland

D02 TOX4

Company Registration Number

629805

Directors

Company Secretary

MFD Secretaries Limited

32 Molesworth Street

Dublin 2

Ireland

Banker

Citibank

1 North Wall Quay

Dublin 1

Ireland

Auditor

KPMG

1 Harbourmaster Place

IFSC

Dublin 1

Ireland

Legal Advisor

Maples and Calder LLP

75 St Stephens Green

Dublin 2

Ireland

Strategic report

The directors present their Strategic report for Neuberger Berman Asset Management Ireland Limited (the "Company") for the year ended 31 December 2023.

Results

The profit for the year, after taxation, amounted to US$ 5,797,000 (2022: US$ 3,906,000).

Principal activity and future outlook

The Company was incorporated on 5 July 2018 under registration number 629805 and was authorised as the Alternative Investment Fund Manager ("AIFM") on 28 February 2019 for Neuberger Berman Investment Funds II Plc ("NBIF II"), a Qualifying Investor Alternative Investment Fund ("QIAIF"), which is incorporated in Ireland and regulated by the Central Bank of Ireland ("CBI"). The Company is also authorised with ancillary permissions to perform the following services ("IPM" business):

The Company received approval from the CBI in March 2021 to extend its regulatory permissions to include that of a UCITS Management Company under the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No 352 of 2011), as amended. The Company became the UCITS Management Company of Neuberger Berman Investment Funds Plc ("NBIF") from 1st July 2021. Across the remainder of 2021, the Company took on the responsibility of the distribution agreements which relate to NBIF investors. Additionally, the Company has a number of IPM accounts for which it provides investment management services.

These will continue to be the principal activities of the Company for the foreseeable future.

Business review

The Company is a wholly owned subsidiary of Neuberger Berman Europe Limited, and the ultimate parent is NBSH Acquisition LLC, ("the Group"). The Group is run on an integrated basis through business units, not by the legal construct of its subsidiaries. The Group defines a high level strategy and business model, with the Board of the Company responsible for the strategy and business model of the Company within the context of the Group. The Group provides investment management services to clients throughout the Americas, Europe and Asia Pacific across a broad range of investment products.

The Company's primary source of income is from annual management fees received from NBIF, NBIF II and IPM fees.

The Company has an established operating platform in 7 EU locations (Ireland, France, The Netherlands, Germany, Spain, Italy and Sweden) with an average employee number for the year of 89 employees in Portfolio Management, Client Coverage, Compliance, Risk and other support and control functions (2022: 87 employees).

The Statement of Comprehensive Income for the year is set out on page 13. The directors consider both the level of business during the year and the financial position of the Company at the end of the year to be consistent with expectations.

The Company's key financial and other performance indicators during the year were as follows:

Principal risks and uncertainties

The Group's risk management framework helps the Group meet its business objectives within acceptable risk parameters and it is reviewed regularly to identify new and emerging risks. The Group's culture embeds the management of risk at all levels within the organisation.

The Company adopts its own risk management framework, a risk appetite statement, including risk management policies and procedures, consistent with the Group, taking into account its particular business profile. The principal risks of the Company are aligned with the principal risks of the Group, including investment performance, business concentration, market, key personnel, operational and IT, regulatory, and liquidity risks. The risks and uncertainties below relate specifically to the Company.

Investment performance

The main risk associated with investment performance is that portfolios fail to achieve their performance hurdles or benchmarks, leading to increased client redemptions and a reduction in Assets Under Management (AUM). This is mitigated through having a robust investment process including detailed research, clearly articulated investment philosophy and an independent Investment Risk function that ensures that the level of risk taken is consistent with expectations.

Market and business concentration

This is the risk that market conditions lead to a reduction of AUM. This is mitigated by having a broad range of clients by distribution channel, product and region. The Company also seeks to reduce risk through diversification of its businesses across geographic regions. Unexpected shocks in one or more markets could have an adverse effect on financial performance.

Outsourcing

There is a potential risk of losses through failed outsourced processes which may have an adverse impact on the business and its clients. This is mitigated by the Company having a strong control framework including oversight of outsourced functions, activities, processes and systems.

Key personnel

The Company has determined that key management personnel comprises only the Board of Directors. Information on which is contained in Note 6. The Company had no transactions with key management personnel (aside from compensation), close family members of key management personnel or any entity controlled by those parties.

Operational and IT

This is the risk of losses through failed internal processes, people, systems or external events which may have an adverse impact on the business and its clients either financially or reputationally. This may include trade errors and cyber-attacks. These are mitigated through a strong control framework and control systems designed to minimise these risks to a level that is consistent with the Group's risk appetite.

Regulatory change

The risk that a change in laws and regulations may impact the business either directly or indirectly by reducing investors' appetites for products, restricting the Company's ability to sell certain products or pursue specific investment strategies. The Company ensures that its activities are limited to those within its permissions and that its staff are sufficiently qualified, experienced and trained.

Liquidity

The risk of a liquidity event is that it may lead the Company to be unable to meet its payment obligations as they fall due. This is mitigated by the Company's risk & control environment combined with the Company reviewing its financial position and resulting liquidity on a regular basis to ensure significant cash or highly liquid assets are available to meet its liabilities.

Environmental, Social, and Governance ("ESG")

The risk of non-compliance with ESG regulations is mitigated by the Company reviewing its ESG requirements, in particular under Regulation (EU) 2019/2088 (the "SFDR") and Regulation EU/2020/852 (the "Taxonomy") and ensuring there are suitable frameworks, methodology and experienced staff in place to ensure compliance with the SFDR and Taxonomy by the Company.

Tax matters

In preparing the Company's financial statements, management is required to make judgments and estimates regarding tax matters of which the outcome is uncertain. Management estimations of tax on uncertain positions are considered to be a reasonable and prudent estimate based on information available as at the reporting date. There is a risk that actual amounts may be different to management estimates. Tax advisors are engaged on areas of complexity to mitigate the risk on uncertain tax positions.

Approved by the Board and signed on its behalf by:

Directors' report

The directors present their annual report and the financial statements, for the year ended 31 December 2023.

Directors

The directors, who held office during the year and up to the date of accounts approval, were as follows:

The directors and company secretary do not have any disclosable interest in the issued share capital of the Group.

Directors' indemnities

The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Directors' remuneration is disclosed in Note 6 of the notes to the financial statements.

Political contributions

The Company made no political donations nor incurred any political expenditure in the year.

Dividends

The Board recommend a final dividend for the year of $1.1583 per Ordinary share totalling $6,000,000 (2022: No final dividend). No interim dividends were paid during the year (2022: No interim dividend).

Business review and principal activities

The business review and principal activities are included in the strategic report.

Future developments

The directors consider the 'Principal activity and future outlook' paragraph of the strategic report noted on page 2 to be a fair depiction of their views and opinions on the future developments of the Company.

Results for the year

The results for the Company are set out on page 13.

Directors' report

Accounting records

The directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regards to adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate resources to the financial function. The accounting records of the Company are maintained at the business office of Neuberger Berman Asset Management Ireland Limited, at 2 Central Plaza, Dame Street, Dublin 2, Ireland, D02 TOX4.

Audit Committee

The board of directors have considered the requirements of Section 167 of the Companies Act 2014. Given the nature of the NBAMIL operations, combined with the substance and level of complexity of turnover and expenses, an audit committee has not been established. The establishment of an audit committee will remain under review and re-assessed on an annual basis.

Branch operations

The Company has overseas branch operations as follows:

Events during the reporting period

During 2023, financial market conditions that impact the Company have continued to be subject to sustained high inflation, with elevated interest rates following monetary actions by major central banks, along with tightening of credit conditions as a direct result of recent events in the banking sector. These market conditions are contributing to additional volatility and fluctuations in market variables including, but not limited to, interest rates, foreign exchange, equity prices, commodity prices, widening credit spreads, implied volatilities and asset correlations. The Company is continuing to actively monitor market conditions and potential associated impacts.

The Israel-Hamas war that began in October 2023 and the continuing Russian invasion of Ukraine will continue to be monitored for any potential impact on the activities of the Company. The Company's exposure to Israel activity and Russia-Ukraine is, and remains, insignificant.

Events after the reporting period

As at the date of approval of these annual financial statements, the Board of Directors are not aware of any other significant events affecting the Company since the end of the financial year.

Directors' report

Going concern

No material uncertainties that cast significant doubt about the ability of the company to continue as a going concern have been identified by the directors.

The directors have made an assessment of the company's ability to continue as a going concern, considering both the company's current performance and the company's outlook, using the information available up to the date of issue of these financial statements.

The Company manages and monitors its capital and liquidity, and various stresses are applied to those positions to understand potential impacts from market downturns. Our key sensitivities and the impacts on our capital position from a range of stresses, do not give rise to any material uncertainties over the ability of the company to continue as a going concern.

Based upon the available information, the directors consider that the company has the plans and resources to manage its business risks successfully and that it remains financially strong and well diversified. The Company is regulated by the CBI and its ongoing authorisation is a key factor in its ability to continue to operate. There are no concerns around the company's ongoing CBI authorisation. Having reassessed the principal risks and uncertainties (both financial and operational) the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Disclosure of information to auditor

Each of the directors, who held office at the date the directors' report is approved confirms that:

Auditor

Pursuant to Section 383 (2) of the Companies Act 2014, the auditor, KPMG Chartered Accountants will continue in office.

Directors' compliance statement

The directors, in accordance with Section 225 (2) of the Companies Act 2014, acknowledge that they are responsible for securing the Company's compliance with certain obligations specified in that section arising from the Companies Act 2014, the Market Abuse (Directive 2003/6/EC) Regulations 2005, the Prospectus (Directive 2017/1129/EC) Regulations 2005, the Transparency (Directive 2004/109EC) Regulations 2007 (as amended), and Tax Laws ('relevant obligations').

The directors confirm that:

Directors' report

Corporate Governance Code

The Board has assessed the measures included in the voluntary 'Corporate Governance Code for Collective Investment Schemes and Management Companies' (the "Code") as published by the Irish Funds Industry Association ("IFIA") in 2011.

The Board has adopted appropriate corporate governance practices and procedures and is satisfied that it has complied with those provisions during the year ended 31 December 2023.

By order of the Board:

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Company and of its profit or loss for that year.

In preparing the financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company and enable them to ensure that the financial statements comply with the Companies Act 2014. They are responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. The directors are also responsible for preparing a directors' report that complies with the requirements of the Companies Act 2014.

Legislation in the Republic of Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

On behalf of the board

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Neuberger Berman Asset Management Ireland Limited ('the Company') for the year ended December 31, 2023 set out on pages 13 to 29, which comprise the Statement of Comprehensive Income, Statement of Financial Position and Statement of Changes in Equity and related notes, including the summary of significant accounting policies set out in note 2.

The financial reporting framework that has been applied in their preparation is Irish Law and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland issued in the United Kingdom by the Financial Reporting Council.

In our opinion:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the directors' report, directors and other information and strategic report. The financial statements and our auditor's report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Based solely on our work on the other information undertaken during the course of the audit, we report that:

Our opinions on other matters prescribed by the Companies Act 2014 are unmodified

We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited, information and returns for our audit have been received from branches of the Company not visited by us and the Company financial statements are in agreement with the accounting records.

Matters on which we are required to report by exception

The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions required by Sections 305 to 312 of the Act are not made. We have nothing to report in this regard.

Respective responsibilities and restrictions on use

Responsibilities of directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 9, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A fuller description of our responsibilities is provided on IAASA's website at https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/.

The purpose of our audit work and to whom we owe our responsibilities

Our report is made solely to the Company's members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Statement of Comprehensive Income For the year ended 31 December 2023

All items dealt with in arriving at the results for the year ended 31 December 2023 relate to continuing operations. The Company has no items of other comprehensive income arising and therefore the total comprehensive income equals the profit for the year.

The notes on pages 16 to 29 form an integral part of these financial statements.

Statement of Financial Position As at 31 December 2023

The notes on pages 16 to 29 form an integral part of these financial statements.

On behalf of the board:

Statement of Changes in Equity For the year ended 31 December 2023

A final dividend payment of $0.96525 per Ordinary share totalling $5,000,000 in respect of the year ended 31 December 2021 was paid on 25 March 2022.

The notes on pages 16 to 29 form an integral part of these financial statements.

Notes to the financial statements for the year ended 31 December 2023

1. General Information

The Company was incorporated on 5 July 2018 under registration number 629805 and was authorised as the Alternative Investment Fund Manager ("AIFM") on 28 February 2019 for Neuberger Berman Investment Funds II Plc ("NBIF II"), a Qualifying Investor Alternative Investment Fund ("QIAIF"), which is incorporated in Ireland and regulated by the Central Bank of Ireland ("CBI"). The Company is also authorised with ancillary permissions to perform the following services ("IPM" business):

The Company received approval from the CBI in March 2021 to extend its regulatory permissions to include that of a UCITS Management Company under the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No 352 of 2011), as amended. The Company became the UCITS Management Company of Neuberger Berman Investment Funds Plc ("NBIF") from 1st July 2021. Across the remainder of 2021, the Company took on the responsibility of the distribution agreements which relate to NBIF investors. Additionally, the Company has a number of IPM accounts for which it provides investment management services.

2. Significant Accounting policies

(a) Basis of Preparation of Financial Statements

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102"), and with the Companies Act 2014. These financial statements have been prepared in accordance with applicable accounting standards and prepared on the going concern basis under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. The functional and presentational currency of the Company is United States Dollar (USD). All currency amounts in the financial statements are presented to the nearest thousand USD.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all years presented in these financial statements.

As a qualifying entity, the Company has taken advantage of the exemption in section 1.12 of FRS 102 from the requirement to prepare a Statement of Cash Flows and the requirement to disclose key management personnel compensation in total. The Company has also taken advantage of the exemption of not reporting related party transactions with wholly owned subsidiaries.

As the consolidated financial statements of the ultimate holding undertaking (refer to Note 16) include the equivalent disclosures, the Company has also taken the exemptions under FRS 102 available in respect of certain disclosures required by FRS 102.26 Share Based Payments.

The format and wording of the financial statements have been adapted from that contained in the Companies Act 2014 so that, in the opinion of the directors, it more appropriately reflects the nature of the Company's business as an investment management company.

(b) Going Concern

After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

(c) Foreign Currencies

The directors consider that USD is the currency that most faithfully represents the economic effects of the underlying transactions, events, and conditions of the Company. In preparing the financial statements, transactions in currencies other than the functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. The resulting differences are accounted for through the Statement of Comprehensive Income.

(d) Turnover

Turnover is stated net of VAT. Management and distribution fees are recognised on an accruals basis and recorded when earned. Generally, funds and institutional clients are billed monthly or quarterly based on a percentage of the net asset value of the underlying fund or account. Performance fees are recognised once crystallised.

(e) Principal versus agent

Revenue received from Principal-Agent relationships for certain distribution fees from other group entities is shown on a net basis. The Company, as Agent retains no additional reward, risk or liability.

(f) Interest receivable

Interest receivable represents interest earned on cash and cash equivalent balances. Interest income is recognized in the Statement of Comprehensive Income as it accrues.

(g) Rebates

Rebates to third parties of management fees earned from collective investment schemes are recognised as an expense under Cost of Sales in the Statement of Comprehensive Income, separate from the management fees which are recorded as revenue. Rebates are recognised on an accruals basis and recorded when the management fees are earned. Generally rebates are accrued monthly and paid on a quarterly basis in arrears.

(h) Contingent deferred sales charge (CDSC)

The Company pays upfront commission payments to brokers / dealers to promote the sale of certain share classes that operate with a contingent deferred sales charge (CDSC). The upfront commission payment varies depending on the CDSC share class in which the investment has been made. Commission payments are recognised within administrative expenses in the period in which they are incurred.

The Company is entitled to receive a CDSC fee should an investor redeem their shares during the prescribed time period, which is recognised when an investor redeems.

(i) Assignment and transfer of receivables

The Company assigns and transfers certain distribution fee related receivables to an affiliate.

The receivable is assigned and transferred so as to transfer all the risks and benefits to the counterparty, without recourse to the Company. No currency, credit or market risks are retained by the Company. Up-front fees paid are expensed in the period in which they are incurred. The consideration received from the transferee is recognised at the same time.

(j) Pension Costs

The Company's Irish pension obligations are covered by payments to a defined contribution scheme administered by Irish Life on behalf of its Ireland employees. All amounts are charged to the Statement of Comprehensive Income when they become payable.

The Company also contributes to a number of defined contribution pension schemes on behalf of its non-Ireland employees. All such amounts are charged to the Statement of Comprehensive Income when they become payable.

(k) Share based payment scheme

The Group operates a share based payment scheme for key individuals, which is cash-settled. Charges for the scheme are allocated to the Company initially on a straight-line basis with any fair value adjustments to those units over the vesting period recognised in the Statement of Comprehensive Income. The units are subsequently revalued at fair value at the reporting date. Where an observable market price is available the units are re-measured to fair value. The units for which there is no observable market price, an external valuation methodology is utilised.

(l) Contingent compensation plan

The Group operates a contingent compensation plan. Under this plan, certain employees who are eligible to receive a bonus receive a portion of their total compensation in the form of contingent payments, subject to vesting.

Vesting is conditional on continued employment, the absence of which results in forfeiture of outstanding contingent compensation. An acceleration trigger occurs where an employee is expected to reach retirement age of either 15 years of service by the age of 45 or 10 years of service by the age of 60. On grant of an award the future costs of their share based compensation are accelerated over the remaining time until the trigger date.

As such, subject to the acceleration provision above, no expense is recognised for the year of award in respect of contingent compensation. The deferred element is recognised on a straight line basis over the following three years. In the event that forfeiture occurs, any expense recognised less payments made on vesting, is unwound.

(m) Taxation

Current Tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred Tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

(n) Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and money market funds, which are redeemable the next business day.

(o) Trade and other debtors/creditors

Trade and other debtors are initially recognised at transaction price and stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors are initially recognised at transaction price and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

(p) Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimated useful lives are as follows:

The carrying value of tangible fixed assets is reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

(q) Expenses

Expenses are recognised in the Statement of Comprehensive Income as incurred and are accounted for on an accruals basis. Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease. Lease incentives received are recognised in the profit and loss account as an integral part of the total lease expense.

(r) Other income / other expenses

Other income / other expenses primarily relates to the effects of changes in foreign currencies.

(s) Judgements and key sources of estimation

Management estimation is required to determine the amounts of deferred tax assets/liabilities that should be recognised, based upon likely timing and level of future taxable profits. Estimates used for uncertain tax positions are measured at the best estimate required to settle the obligation.

Certain employees hold units which track shares in the Group. As the Group is not publicly traded, a third party valuation is obtained. The valuation includes a judgement as to which public companies are comparable to the Group and then using a market approach calculates an enterprise value. A discounted cash-flow analysis, under the income approach, is performed which includes judgements on the future cash-flows and growth of the Group. A judgement is then made as to the appropriate level of discount to be applied to the enterprise value for lack of marketability.

Estimations, which are based on management's best judgement at the reporting date, may differ from actual results. Any deviations between estimations and actual results will be updated in the period in which the circumstances change.

(t) Transfer Pricing: Group Profit Share

The Group operates a profit split method (PSM) under its global transfer pricing policy. Under the PSM, entities within the Group will end up either receiving fees or paying fees to the ultimate parent undertaking, and this will depend on a number of factors including, but not limited to, Group profitability and Company profitability (pre-PSM). If in any year the Company is in a fee receiving position from the ultimate parent undertaking this will be reflected within Turnover. In any year the Company is in a fee paying position this will be reflected in Administration expenses.

3. Turnover

The turnover for the year has been derived from:

Geographical information

Assignment and transfer of receivables

The transactions represent the assignment and transfer of certain distribution related receivables to an affiliate. The underlying revenues associated with the assignment and transfer are recognised within Distribution fee income.

4. Cost of Sales

Cost of sales are considered to comprise rebates payable on management fees of collective investment schemes plus sub-advisory fees paid to affiliates in respect of the day to day investment activity for assets under management.

5. Information regarding employees

The average number of persons employed by the Company (including directors) during the year, analysed by category, was as follows:

The aggregate payroll costs of these persons were as follows:

During the year, the Company was charged, via Transfer Pricing, US$ 852,000 (2022: received US$ 1,993,000) from the Group in respect of its share-based payment scheme. The Company is allocated the initial cost of the shares allotted to the Company's employees, on a straight line basis, as well as any fair value adjustments to those shares over the course of the vesting period.

6. Directors' Remuneration

The figures below represent the portion of the directors' emoluments that are estimated to relate to their service to the Company:

No amounts were paid or receivable for directors' services provided to or from third parties (2022: No amounts paid).

The Company paid contributions to defined contributions pensions of US$ 41,000 (2022: US$ 40,000) in respect of 2 directors (2021: 2 directors).

All executive directors are deemed to be related parties of the Company.

7. Expenses and auditor's remuneration

Included in the Statement of Comprehensive Income are the following:

Administrative Expenses

^* Auditor's Remuneration

The auditor's remuneration amounts exclude out of pocket expenses and VAT. There were no other tax or advisory, or other non-audit services provided to the Company by the auditor for the year ended 31 December 2023 (2022: No other services provided).

8. Taxation

Total tax expense recognised in the Statement of Comprehensive Income

The tax charge comprises:

Factors affecting the tax charge for the current year

The differences between the total current tax shown above and the amount calculated by applying the standard rate of Irish corporation tax to the profit before tax are as follows:

Factors that may affect future current and total tax charges

The standard rate of Irish Corporation tax at the balance sheet date was 12.5% (12.5% in 2022)

In 2021, the Irish Government agreed to change the 12.5% tax rate for companies with global revenues in excess of €750 million and to adopt a new global minimum effective rate of 15%, due to be implemented starting 1st January 2024.

The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the Company. Based on the assessment, the Pillar Two effective tax rates in all of the jurisdictions in which the Company operates are above 15%. The Company at this time does not expect a material exposure to Pillar Two income taxes.

Tax estimates

In preparing the Company's financial statements, management is required to make judgments and estimates regarding tax matters of which the outcome is uncertain. Management estimations of tax on uncertain positions are considered to be a reasonable and prudent estimate based on information available as at the reporting date. There is a risk that actual amounts may be different to management estimates. Tax advisors are engaged on areas of complexity to mitigate the risk on uncertain tax positions.

Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

9. Tangible Fixed Assets

10. Debtors

The fair value of these receivables is equal to the carrying value.

11. Creditors: amounts falling due within one year

All trade and other payables are due within one year and the fair value of these payables is equal to the carrying value.

Amounts owed to Group undertakings are unsecured, interest free, and are repayable on demand.

12. Creditors: amounts falling due after more than one year

13. Operating Leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

During the year ended 31 December 2023 US$ 1,061,000 (2022: US$ 1,289,000) was recognised as an expense in the profit and loss in respect of operating leases.

14. Called-up Share Capital and Reserves

The Company has authorised share capital of 50,000,000 ordinary shares of 1 Euro each.

An analysis of the movement in reserves can be seen on the Statement of Changes in Equity on page 15.

15. Related Parties

The Company is exempt under FRS102, section 33, from the related party disclosure requirements with regards to transactions with entities which are wholly owned group entities.

The Company acts as the management company for Neuberger Berman Investment Fund Plc, which comprises 53 sub-funds (2022: 54) as well as Neuberger Berman Investment Funds II Plc, which comprises 11 sub-funds (2022: 10). The amounts received in respect of management, supplementary adviser, administration, distribution and performance fees net of waivers and rebates were US$233,567,000 (2022: US$252,076,000). At the end of the year, the outstanding receivable was US$20,326,000 (2022: US$19,625,000).

The Company has determined that key management personnel comprises only the Board of Directors. All compensation paid to the Directors is included within the directors remuneration note 6.

16. Controlling party

The immediate parent company is Neuberger Berman Europe Limited, a company registered in England and Wales. The ultimate controlling party is NBSH Acquisition, LLC, a company incorporated in the United States of America.

The largest group in which the results of the Company are consolidated is that headed by NBSH Acquisition LLC, registered office address c/o Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808, United States. The smallest group in which they are consolidated is that headed by Neuberger Berman Europe Limited, The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ. The consolidated financial statements of Neuberger Berman Europe Limited are available to the public.

17. Subsequent events

As at the date of approval of these annual financial statements, the Board of Directors are not aware of any other significant events affecting the Company since the end of the financial year.

18. Approval of Financial Statements

The board of directors approved the financial statements on 15 March 2024.