To the Holders of Ordinary Shares of OM Asset ManagementBrightSphere Investment Group plc:

At the Annual Meeting, you will be asked to consider and vote on the following proposals:

To appoint KPMG as the Company'sCompany’s U.K. statutory auditor underpursuant to the U.K. Companies Act 2006 (to hold office until the conclusion of the Company'sCompany’s next Annual General Meeting at which accounts are laid before the Company)shareholders).

To authorize the directors to determine the remuneration of KPMG as the Company'sCompany’s U.K. statutory auditor.

To approve, on an advisory basis, the compensation of the Company'sCompany’s named executive officers as described in the accompanying proxy statement under the section titled "Executive Compensation," including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the accompanying proxy statement.

To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.

The Company is a public limited company incorporated under the laws of England and Wales. In accordance with the Company'sCompany’s Articles of Association, all resolutions will be taken on a poll. A poll is a vote whereby each shareholder has one vote for each share held. All resolutions will be proposed as ordinary resolutions, which under English law means that the resolution is passed if a simple majority of the total voting rights of the shareholders who vote on such resolution, whether in person or by proxy, are cast in favor of it.

You may vote if you were the record owner of Ordinary Shares at the close of business on March 29, 2016.April 23, 2018. A list of shareholders of record will be available at the Annual Meeting and, during the 10 days prior to the Annual Meeting, at our registered office.

The Board is soliciting your proxy to vote at the Annual Meeting to be held at 11:9:00 a.m. GMTEastern Time on Friday, April 29, 2016Tuesday, June 19, 2018 at the Millennium Bridge House, 2 Lambeth Hill, London, England EC4V 4GG101 Park Avenue, 39th Floor, New York, NY 10178 and any adjournments or postponement of the Annual Meeting. The proxy statement along with the accompanying Notice of Annual Meeting summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

Only shareholders who owned the Ordinary Shares at the close of business on the Record Date are entitled to attend and vote at the Annual Meeting. On the Record Date, there were 120,828,922[ ] Ordinary Shares outstanding and entitled to vote. The Ordinary Shares are our only class of voting shares.

If you are a shareholder who is entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy to exercise all of your rights to attend, speak and vote at the Annual Meeting and you should have received a proxy card with this proxy statement. You can only appoint a proxy using the procedures set out in these notesthis proxy statement and the notes toin the proxy card.

A proxy does not need to be a shareholder of the Company but must attend the Annual Meeting to represent you. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.

In the case of joint holders, where more than one of the joint holders completes a proxy card, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company'sCompany’s register of members in respect of the joint holding (the first-named being the most senior).

A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder, provided that no more than one corporate representative exercises powers over the same share.

You do not need to attend the Annual Meeting to vote your Ordinary Shares. Ordinary Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy, see "May“May I change or revoke my proxy?"” below.

Each Ordinary Share that you own entitles you to one vote.

Telephone and Internet proxy appointment facilities for shareholders of record will be available 24 hours a day. If you give instructions as to your proxy appointment by telephone or through the Internet, such instructions must be received by 2:00 a.m. U.S. Eastern Time, on Friday, April 29, 2016,Tuesday, June 19, 2018, the day of the Annual Meeting. If you mail your signed proxy card, such proxy card must be received by June 18, 2018. If you properly give instructions as to your proxy appointment by telephone, through the Internet or by executing and returning a paper proxy card, and your proxy appointment is not subsequently revoked, your Ordinary Shares will be voted in accordance with your instructions. If you are a shareholder of record and you execute and return a proxy card but do not give instructions, your proxy will be voted in accordance with the Board'sBoard’s recommendations as noted below.

If you hold your Ordinary Sharesshares in “street name” (i.e. your shares are held in "street name" (held in the name of record by a broker, bank, brokertrustee or other holder of record)nominee), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your Ordinary Shares to be voted. Telephone and Internet voting also will be offered to shareholders owning Ordinary Shares through certain banks and brokers. If your Ordinary Shares are not registered in your own name and you plan to vote your Ordinary Shares in person at the Annual Meeting, you should contact your broker, bank, trustee or agent to obtainother nominee will provide you with materials and instructions for voting your shares, including a legal proxy or broker's proxy card and bring it to the Annual Meeting in order to vote.voting instruction form.

If any other matter is presented at the Annual Meeting, your proxy provides that your Ordinary Shares will be voted by the proxy holder listed in the proxy in accordance with his best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

You may receive more than one notice or proxy card if you hold Ordinary Shares in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under "How“How do I vote?"” for each account to ensure that all of your Ordinary Shares are voted.

If your Ordinary Shares are registered in your name or if you have share certificates, they will not be counted if you do not vote as described above under "How“How do I vote?"” If your Ordinary Shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your Ordinary Shares as described above, the bank, broker or other nominee that holds your Ordinary Shares has the authority to vote your unvoted Ordinary Shares only on certain routine matters without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your Ordinary Shares will be voted at the Annual Meeting on all matters and in the manner you desire. A "broker non-vote"“broker non-vote” will occur if your broker cannot vote your Ordinary Shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

Your bank, broker or other nominee is prohibited from voting your uninstructed Ordinary Shares on certain non-routine matters. Thus, if you hold your Ordinary Shares in street name and you do not instruct your bank, broker or other nominee how to vote with respect to the non-routine matters, votes will not be cast on such proposals on your behalf.

While proposals 1 (the election of directors) and 5 (the advisory vote on executive compensation) relate to matters considered non-routine under the NYSE Rules and thus could result in broker non-votes, proposals 1 and 5 are typical proposals of companies whose shares are traded on the NYSE. While proposalsproposal 6 (the vote on the directors' remuneration policy) and 7 (the advisory vote on the directors'directors’ remuneration report) relaterelates to matters considered non-routine under the NYSE Rules and thus could result in broker non-votes, proposalsproposal 6 and 7 areis a typical proposalsproposal of UKU.K. domiciled companies.

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, Computershare Trust Company, N.A., examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. The Inspectors of Election will, however, forward to management any written comments you make on the proxy card or otherwise provide.

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K/A to disclose the final voting results within four business days after the final voting results are known.

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their beneficial owners and to obtain authority to execute proxies. We will then reimburse them for their expenses.

The quorum for the Annual Meeting is two persons present being either holders of Ordinary Shares or their representatives (in the case of a corporate holder of Ordinary Shares) or proxies appointed by holders of Ordinary Shares in relation to the Annual Meeting and entitled to vote.

The Annual Meeting will be held at 11:9:00 a.m. GMTEastern Time on Friday, April 29, 2016Tuesday, June 19, 2018 at the Millennium Bridge House, 2 Lambeth Hill, London, England EC4V 4GG.101 Park Avenue, 39th Floor, New York, NY 10178. When you arrive at the address, signs will direct you to the appropriate meeting rooms. You need not attend the Annual Meeting in order to vote.

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our shareholders reside, if we or your broker believe that the shareholders are members of the same family. This practice, referred to as "householding,"“householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be "householded,"“householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Computershare Trust Company, N.A., by calling their toll free number: 1-866-281-0717.

The request (i) may be in hard copy form or in electric form, (ii) must either set out the statement in full or, if supporting a statement sent by another shareholder, clearly identify the statement which is being supported, (iii) must be authenticated by the person or persons making it, and (iv) must be received by us at least one week before the Annual Meeting.

In order to be able to exercise the shareholders'shareholders’ right to require us to publish audit concerns, the relevant request must be made by either (a) a shareholder or shareholders having a right to vote at the Annual Meeting and holding at least 5% of our issued and outstanding Ordinary Shares, or (b) at least 100 shareholders having a right to vote at the Annual Meeting and holding, on average, at least £100 of paid up share capital.

Our business and affairs are managed under the direction of our Board. On February 3, 2016,April 18, 2018, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Messrs. Peter L. Bain, Ian D. Gladman,Stephen H. Belgrad, Robert J. Chersi, Suren S. Rana, James J. Ritchie John D. Rogers, Donald J. Schneider and Robert J. ChersiGuang Yang and Ms. Kyle Prechtl LeggBarbara Trebbi, for electionre-election at the Annual Meeting to serve as directors, until their respective successors have been elected and qualified. Each of the nominees is currently serving as a director of our Company. As of the date of this proxy statement, Kyle Prechtl Legg* is a Director of the Company, and a member of the Compensation Committee and Audit Committee.

Each of the sevensix directors will be elected by way of a separate ordinary resolution. A shareholder may (i) vote for the election of a nominee for director, (ii) withhold their vote for the election of a nominee for director or (iii) abstain from voting for a nominee for director.

Because our Parent,Prior to May 12, 2017, because OM plc, through OMGUK, indirectly ownsowned a majority of our Ordinary Shares, we arewere a "controlled company"“controlled company” for purposes of the NYSE Rules. Accordingly, our Board is not required to haveWhile we were a majority of independent directors, and our Compensation Committee and Nominating and Corporate Governance Committee are not required to meet the director independence requirements to whichcontrolled company, we would otherwise be subject until such time as we cease to be a "controlled company." We currently utilizeutilized the exemptions from the requirements of the NYSE Rules forthat a majority of our directors be independent and our Compensation Committee and our Nominating and Corporate Governance Committee.

During the fiscal year ended December 31, 2015,2017, there were 14 formal meetings of the Board, and the various committees of the Board met a total of 1834 times (12(13 Audit Committee meetings, three11 Nominating and Corporate Governance Committee meetings and three10 Compensation Committee meetings). In addition, during the fiscal year ended December 31, 2015,2017, the Board acted by written consent fourthree times. No director, including any alternate director appointed pursuant to the Company’s Articles of Association, attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal year 2015.2017. The Board has adopted a policy under which each member of the Board is expected to attend, in person or telephonically, each annual general meeting of our shareholders absent exigent circumstances that prevent their attendance. All then-current directors were in attendance, either in person or telephonically, at our 20152017 Annual General Meeting.

The Audit Committee has a charter that sets forth the Audit Committee'sCommittee’s purpose and responsibilities, which include (i) assisting the Board in fulfilling its oversight responsibilities ofover the financial reports and other financial information filed with the SEC, (ii) recommending to the Board the appointment of our independent auditors and evaluating their independence, (iii) reviewing our audit procedures and controls, and (iv) overseeing our internal audit function and risk and compliance function. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

Our Compensation Committee met three10 times during fiscal year 2015.2017. The Compensation Committee is currently composed of Ms. Legg and Messrs. RogersChersi and Gladman, and Ms. LeggYang. Mr. Chersi is the Chair. Julian V.F. Robertsacting Chair of our Compensation Committee. Former directors Stuart Bohart and Donald Schneider served as members of the Compensation Committee until May 19, 2017. On June 23, 2017, Mr. Chersi was appointed as a member of the Compensation Committee. On June 30, 2017, Mr. Yang was appointed as a member of the Compensation Committee. Mr. Rogers served as a member of the Compensation Committee until October 30, 2015, the date of Mr. Roberts' resignation from our Board. On October 30, 2015, Mr. Gladman was appointed as a member of the Compensation Committee.January 31, 2018. Our Board has determined that Ms. Legg and Mr. Rogers are independent under the NYSE Rules. At such time as our Parent ceases to own more than 50%each member of our outstanding Ordinary Shares, the Compensation Committee must consist solelyis independent under NYSE Rules. The Compensation Committee of our Board has consisted entirely of independent directors.directors since May 19, 2017.

The Compensation Committee has a charter that sets forth the Compensation Committee'sCommittee’s purpose and responsibilities, which include annually reviewing and approving the compensation of our executive officers and reviewing and making recommendations with respect to our equity incentive plans. Until such time as our Parent ceases to own more than 50%

The Compensation Committee'sCommittee’s processes and procedures for the consideration and determination of executive compensation as well as disclosure regarding the role of the Company'sCompany’s compensation consultantsconsultant are set forth below in "Compensation“Compensation Discussion and Analysis."”

Please also see the report of the Compensation Committee set forth elsewhere in this proxy statement.

Under Section 385 of the Act, we are required to produce a directors'directors’ remuneration report for each fiscal year. Directors'For this Annual Meeting, our Directors’ remuneration reports must include (i) a directors'report includes an annual report on remuneration for 2017, and on how the current policy will be implemented in the next financial year. The Directors’ remuneration report is subject to an annual advisory shareholder vote. At our 2017 annual general meeting of shareholders, our shareholders approved our directors’ remuneration policy, which is subject to a binding shareholder vote at least once every three years, and (ii) an annual reportyears. You may find a copy of our directors’ remuneration policy attached to our 2017 proxy statement, filed on remuneration in the financial year being reported on, and on how the current policy will be implemented in the next financial year, which is subject to an annual advisory shareholder vote.April 3, 2017. The Act requires that remuneration payments to executive directors of the Company and payments to them for loss of office must be consistent with the approved directors'directors’ remuneration policy or, if not, must be specifically approved by the shareholders at a general meeting.

Our Nominating and Corporate Governance Committee met three11 times during fiscal year 2015.2017. The Nominating and Corporate Governance Committee is currently composed of Ms. Trebbi and Messrs. Ritchie, RogersChersi and Schneider, andYang. Following the departure of Mr. Rogers, is the Chair. Mr. Roberts served asBoard of Directors has not yet named a member and the Chair of our Nominating and Corporate Governance Committee. Our Board has determined that Ms. Trebbi and Messrs. Chersi and Yang are independent under the NYSE Rules. The Nominating and Corporate Governance Committee until October 30, 2015, the date of Mr. Roberts' resignation from our Board.Board has consisted entirely of independent directors since July 24, 2017. On October

Although the Nominating and Corporate Governance Committee does not have a formal policy with regard to diversity, the Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences as well as gender, ethnic and other forms of diversity when selecting potential nominees for membership on the Board.

In accordance with the NYSE Rules and our Corporate Governance Guidelines, our NEDsNon-Employee Directors meet in regularly scheduled executive sessions without management present. The Chair of these executive sessions is an informal position and no one director has been chosen to preside as Chair over all of these executive sessions. Each session is presided over by one of the directors as the participants of the particular executive session so determine. When an executive session follows a meeting of the Audit Committee, the Chair of the Audit Committee typically chairs the executive session.

Mr. BainBelgrad serves as our President and Chief Executive Officer and Mr. Ritchie currently serves as the Chairman of our Board. From July 1, 2017 until March 2, 2018, Mr. RobertsRitchie served as the Chair of our Board until October 30, 2015, on which date Mr. Roberts resigned and Mr. Ritchie was appointed as the Chair of our Board.Interim Chief Executive Officer. The Board has no set policy with respect to the separation of the offices of Chairman and the Chief Executive Officer; provided, however, it is the Board'sBoard’s practice to separate such offices absent extreme and unforeseen circumstances. The Board believes that this issue is part of the succession planning process and that it is in the best interest of our Company for the Board to make a particular determination from time to time given the circumstances.

The Board oversees the business and affairs of our Company including all aspects of risk, which includes risk assessment, risk appetite and risk management.management, focusing on, among other things, major strategic risks (e.g. acquisitions and dispositions, Affiliate investment performance and Affiliate relationships). In executing its risk oversight function, the Board has delegated to the Audit Committee the direct oversight over risk functions. However, the Audit Committee is not responsible for day to day management of risk. The Audit Committee reviews and subsequently reports to the Board any issues which arise with respect to the performance of our risk function including operational risks and risks relating to the quality or integrity of our financial statements. The Audit Committee also, at least annually, reviews our policies with respect to risk assessment, risk appetite and risk management and recommendsmanagement.

The members of the Compensation Committee during fiscal year 20152017 are set forth above under "—“—Compensation Committee".Committee.” No member of the Compensation Committee was, during fiscal year 2015,2017, or previously, an officer or employee of OMAM. Mr. Roberts, who was a member of our Compensation Committee until October 30, 2015, was the Group Chief Executive of our Parent from September 2008 until October 31, 2015 and a director of our Parent from August 2000 until October 31, 2015. Mr. Roberts was also a member of the nomination committee of our Parent and a non-executive director of Nedbank Group Limited, Nedbank Limited and OMLACSA (as defined below). Mr. Bain is a member of the Group Executive Committee of our Parent. Our Chief Financial Officer, Stephen H. Belgrad, is a member of the group capital management committee of our Parent.BrightSphere. No executive officer of the Company serves on the compensation committee or board of directors of another company that has an executive officer that serves on our Compensation Committee or Board.

Generally, shareholders and other interested parties who have questions or concerns should contact our Investor Relations department at (617) 369-7300. However, any shareholders or other interested parties who wish to address questions regarding our business directly with the Board, or any individual director, should direct his or her questions in writing to the Board of OMAMBrightSphere at Ground Floor, Millennium Bridge House, 2 Lambeth Hill, London, England EC4V 4GG. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Shareholders and other interested parties may communicate directly with the NEDsCompany’s Non-Employee Directors by sending a letter addressed to the attention of the NEDs of OMAM, Ground Floor,BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London, England EC4V 4GG.

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any non-executivenon-employee director upon request.

The Audit Committee has appointed KPMG as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2016.2018. The Board proposes that the shareholders ratify this appointment. KPMG audited our financial statements for the fiscal year ended December 31, 2015.2017. We expect that representatives of KPMG will be present at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

In deciding to appoint KPMG, the Audit Committee reviewed auditor independence issues and existing commercial relationships with KPMG and concluded that KPMG has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2016.2018.

Prior to the deduction limitsenactment of Section 162(m). Accordingly, we will generally endeavorthe Tax Cuts and Jobs Act, it was the Compensation Committee’s intention to structure compensation after 2017 (expiration of the transition period) to qualify as performance-based under Section 162(m), where it iswas reasonable to do so while meeting our compensation objectives. However, ourThe Compensation Committee may approvewill continue to monitor issues concerning the deductibility of executive compensation arrangements,and consider that as one factor in determining appropriate levels or changes to plans, programs or awards, that may cause the compensation or awards to our executive officers to exceed the limitation under Section 162(m) if it determines that such action is in our best interests and will promote our varying corporate goals.