April 10, 2019

Guang Yang
Chief Executive Officer
BrightSphere Investment Group Inc.
200 Clarendon Street, 53rd Floor
Boston, MA 02116

       Re: BrightSphere Investment Group Inc.
           Registration Statement on Form S-4
           Filed March 12, 2019
           File No. 333-230202

Dear Mr. Yang:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 filed March 12, 2019

Material U.S. Federal Income Tax Considerations of The Redomestication, page 31

1.     Please revise the statement on page 33 that the "discussion is for
informational purposes
       only," as this may imply to shareholders that you are not responsible
for the disclosure in
       this section.
2.     We note the disclosure on page 33 that Morgan Lewis's opinion is that
the domestication
       "should" qualify as a reorganization within the meaning of Section
368(a)(1)(D), and that
       counsel's opinion is based on certain assumptions, representations, etc.
Please note that
       we will not object if counsel relies on customary representations from
the parties in order
       to give the opinion that it "will" qualify. Additionally, we note the
lack of authority
       directly addressing the domestication. Please expand the discussion to
further explain the
       facts or circumstances resulting in this uncertainty. For example, does
the Scheme of
 Guang Yang
FirstName LastNameGuang Yang
BrightSphere Investment Group Inc.
Comapany NameBrightSphere Investment Group Inc.
April 10, 2019
April 2 2019 Page 2
Page 10,
FirstName LastName
         Arrangement or internal reorganization raise any doubts that the
domestication qualifies as
         a reorganization within the meaning of Section 368(a)(1)(D)? Refer to
Staff Legal
         Bulletin No. 19 Section III.C.4.

         Also, when the opinion of counsel is filed as an Exhibit, please
ensure that you provide a
         firm opinion for each material tax consequence or explain why such an
opinion cannot be
         given. If the opinion is subject to uncertainty, please provide an
opinion that reflects the
         degree of uncertainty (ex: "should" or "more likely than not") and
explain why counsel
         cannot give a "will" opinion. For guidance, refer to Sections III.B.2.
Choice of Forum , page 42

3.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the
         Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules and regulations
under it, and Section 22
         of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations under it. If this provision does not apply to actions
arising under the Securities
         Act or Exchange Act, please ensure that the exclusive forum provision
in the governing
         documents states this clearly. If the provision applies to Securities
Act claims, please
         revise your disclosures to disclose this information and to state that
there is uncertainty as
         to whether a court would enforce such provision, and to state that
stockholders will not be
         deemed to have waived the company s compliance with the federal
securities laws and the
         rules and regulations under it.
Where You Can Find More Information, page 67

4.       We note the statement in your Form 10-K that Part III information will
be filed with the
         proxy statement for the 2019 annual meeting of shareholders. Please
advise when this
         information will be filed. We may have further comments once we have
reviewed the Part
         III information.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Guang Yang
BrightSphere Investment Group Inc.
April 10, 2019
Page 3

       You may contact Cara Lubit at 202-551-5909 or Hugh West at 202-551-3872
if you have
questions regarding comments on the financial statements and related matters.
Please
contact Jessica Livingston at 202-551-3448 or Pam Long at 202-551-3765with any
other
questions.



FirstName LastNameGuang Yang                            Sincerely,
Comapany NameBrightSphere Investment Group Inc.
                                                        Division of Corporation
Finance
April 10, 2019 Page 3                                   Office of Financial
Services
FirstName LastName