May 1, 2019

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

       Re: BrightSphere Investment Group Inc.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed April 24, 2019
           File No. 333-230202

Dear Mr. Yang:

      We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our April 10,
2019 letter.

Amendment No. 1 to Form S-4 filed April 24, 2019

Material U.S. Federal Income Tax Considerations of The Redomestication, page 35

1.     We note your response and revisions in response to comment 2. If counsel
continues to
       provide a "should" opinion rather than a "will" opinion, revise the
disclosure on page 37
       describing the U.S. federal income tax consequences of the exchange to
clarify the degree
       of uncertainty regarding this conclusion. For example, indicate whether
an IRS challenge
       to the tax treatment is possible but highly unlikely, or more likely
than not. For more
       guidance see Section III.C.4 and FN44-45 thereof of Staff Legal Bulletin
No. 19 (October
       14, 2011). Please also provide a risk factor that sets forth the risks
of uncertain tax
       treatment to investors and states that the reorganization may not
qualify under 368(a).
 Guang Yang
BrightSphere Investment Group Inc.
May 1, 2019
Page 2
Exhibits

2.       We note that Morgan Lewis's opinion states that the federal income tax
consequences of
         the exchange to holders of BrightSphere-United Kingdom ordinary shares
should be as
         described in the registration statement. Please revise to state that
the description of tax
         consequences in the registration statement constitutes counsel's
opinion.
        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 202-551-3765 with any other
questions.



FirstName LastNameGuang Yang                                   Sincerely,
Comapany NameBrightSphere Investment Group Inc.
                                                               Division of
Corporation Finance
May 1, 2019 Page 2                                             Office of
Financial Services
FirstName LastName