Item 2. Code of Ethics.  

(a) The
Registrant has adopted a code of ethics that applies to its principal executive
officers and principal financial and accounting officer.

(c) N/A

(d) N/A

(f)
Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and
principal financial and accounting officer.

Item 3. Audit Committee
Financial Expert.

(a)(1) The Registrant has an
audit committee financial expert serving on its audit committee.

(2) The audit committee financial
expert is Mary C. Choksi and she is "independent" as defined under
the relevant Securities and Exchange Commission Rules and Releases. 

Item 4.
 Principal Accountant Fees
and Services.       N/A   

Item
5. Audit Committee
 of Listed Registrants.

Members of the Audit Committee are: Terrence J. Checki, Mary C. Choksi, Edith E. Holiday, J. Michael Luttig and Larry D. Thompson
.

Item
6. Schedule of Investments.          N/A

Item
7
. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies. 

The board of trustees of the
Fund has delegated the authority to vote proxies related to the portfolio
securities held by the Fund to the Fund’s investment manager, Franklin Advisers,
Inc., in accordance with the Proxy Voting Policies and Procedures (Policies)
adopted by the investment manager.

Franklin Templeton
Investment Solutions, a separate investment group within Franklin Templeton,
comprised of investment personnel from the SEC-registered investment advisers
listed on Appendix A (hereinafter individually an “Investment Manager” and
collectively the "Investment Managers") have delegated the
administrative duties with respect to voting proxies for securities to the
Franklin Templeton Proxy Group within Franklin Templeton Companies, LLC (the
"Proxy Group"), a wholly-owned subsidiary of Franklin Resources, Inc.
Franklin Templeton Companies, LLC provides a variety of general corporate
services to its affiliates, including, but not limited to, legal and compliance
activities. Proxy duties consist of disseminating proxy materials and analyses
of issuers whose stock is owned by any client (including both investment
companies and any separate accounts managed by the Investment Managers) that
has either delegated proxy voting administrative responsibility to the
Investment Managers or has asked for information and/or recommendations on the
issues to be voted. The Investment Managers will inform Advisory Clients that
have not delegated the voting responsibility but that have requested voting
advice about the Investment Managers’ views on such proxy votes. The Proxy
Group also provides these services to other advisory affiliates of the
Investment Managers.

The Proxy Group will
process proxy votes on behalf of, and the Investment Managers vote proxies
solely in the best interests of, separate account clients, the Investment
Managers’-managed investment company shareholders, or shareholders of funds
that have appointed Franklin Templeton International Services S.à.r.l. (“FTIS
S.à.r.l.”) as the Management Company, provided such funds or clients have
properly delegated such responsibility in writing, or, where employee benefit
plan assets subject to the Employee Retirement Income Security Act of 1974, as
amended, are involved (“ERISA accounts”), in the best interests of the plan
participants and beneficiaries (collectively, "Advisory Clients"),
unless (i) the power to vote has been specifically retained by the named
fiduciary in the documents in which the named fiduciary appointed the
Investment Managers or (ii) the documents otherwise expressly prohibit the
Investment Managers from voting proxies. The Investment Managers recognize that
the exercise of voting rights on securities held by ERISA plans for which the
Investment Managers have voting responsibility is a fiduciary duty that must be
exercised with care, skill, prudence and diligence.

In certain circumstances,
Advisory Clients are permitted to direct their votes in a solicitation pursuant
to the Investment Management Agreement. An Advisory Client that wishes to
direct its vote shall give reasonable prior written notice to the Investment
Managers indicating such intention and provide written instructions directing
the Investment Managers or the Proxy Group to vote regarding the solicitation. Where
such prior written notice is received, the Proxy Group will vote proxies in
accordance with such written notification received from the Advisory Client.

The Investment Managers
have adopted and implemented Proxy Voting Policies and Procedures (“Proxy
Policies”) that they believe are reasonably designed to ensure that proxies are
voted in the best interest of Advisory Clients in accordance with their
fiduciary duties and rule 206(4)-6 under the Investment Advisers Act of 1940.
To the extent that the Investment Managers have a subadvisory agreement with an
affiliated investment manager (the “Affiliated Subadviser”) with respect to a particular
Advisory Client, the Investment Managers may delegate proxy voting responsibility
to the Affiliated Subadviser. The Investment Managers may also delegate proxy
voting responsibility to a subadviser that is not an Affiliated Subadviser in
certain limited situations as disclosed to fund shareholders (e.g., where an
Investment Manager to a pooled investment vehicle has engaged a subadviser that
is not an Affiliated Subadviser to manage all or a portion of the assets).

HOW THE INVESTMENT MANAGERS VOTE PROXIES

Proxy Services

All proxies received by
the Proxy Group will be voted based upon the Investment Managers’ instructions
and/or policies. To assist it in analyzing proxies of equity securities, the
Investment Managers subscribe to Institutional Shareholder Services Inc.
("ISS"), an unaffiliated third-party corporate governance research
service that provides in-depth analyses of shareholder meeting agendas and vote
recommendations. In addition, the Investment Managers subscribe to ISS’s Proxy
Voting Service and Vote Disclosure Service. These services include receipt of
proxy ballots, custodian bank relations, account maintenance, vote execution,
ballot reconciliation, vote record maintenance, comprehensive reporting
capabilities, and vote disclosure services. Also, the Investment Managers
subscribe to Glass, Lewis & Co., LLC ("Glass Lewis"), an
unaffiliated third-party analytical research firm, to receive analyses and vote
recommendations on the shareholder meetings of publicly held U.S. companies, as
well as a limited subscription to its international research. 

Although analyses provided
by ISS, Glass Lewis, and/or another independent third-party proxy service
provider (each a “Proxy Service”) are thoroughly reviewed and considered in
making a final voting decision, the Investment Managers do not consider
recommendations from a Proxy Service or any third-party to be determinative of
the Investment Managers’ ultimate decision. Rather, the Investment Managers
exercise their independent judgment in making voting decisions. As a matter of
policy, the officers, directors and employees of the Investment Managers and
the Proxy Group will not be influenced by outside sources whose interests
conflict with the interests of Advisory Clients.

For ease of reference, the
Proxy Policies often refer to all Advisory Clients. However, our processes and
practices seek to ensure that proxy voting decisions are suitable for
individual Advisory Clients. In some cases, the Investment Managers’ evaluation
may result in an individual Advisory Client or Investment Manager voting
differently, depending upon the nature and objective of the fund or account,
the composition of its portfolio, whether the Investment Manager has adopted a
specialty or custom voting policy, and other factors.

Conflicts of Interest

All conflicts of interest
will be resolved in the best interests of the Advisory Clients. The Investment
Managers are affiliates of a large, diverse financial services firm with many
affiliates and makes its best efforts to mitigate conflicts of interest.
However, as a general matter, the Investment Managers
take the position that relationships between certain affiliates that do not use
the “Franklin Templeton” name (“Independent Affiliates”) and an issuer (e.g.,
an investment management relationship between an issuer and an Independent
Affiliate) do not present a conflict of interest for an Investment Manager in
voting proxies with respect to such issuer because: (i) the Investment Managers
operate as an independent business unit from the Independent Affiliate business
units, and (ii) informational barriers exist between the Investment Managers
and the Independent Affiliate business units. 

Material
conflicts of interest could arise in a variety of situations, including as a
result of the Investment Managers’ or an affiliate’s (other than an Independent
Affiliate as described above): (i) material business relationship with an
issuer or proponent, (ii) direct or indirect pecuniary interest in an issuer or
proponent; or (iii) significant personal or family relationship with an issuer
or proponent. 

Material conflicts of interest are identified by the Proxy Group
based upon analyses of client, distributor, broker dealer, and vendor lists,
information periodically gathered from directors and officers, and information
derived from other sources, including public filings. The Proxy Group gathers
and analyzes this information on a best-efforts basis, as much of this
information is provided directly by individuals and groups other than the Proxy
Group, and the Proxy Group relies on the accuracy of the information it
receives from such parties.

Nonetheless, even though
a potential conflict of interest between the Investment
Managers or an affiliate (other than an Independent Affiliate as described
above) and an issuer may exist: (1) the Investment Managers may vote in
opposition to the recommendations of an issuer’s management even if contrary to
the recommendations of a third-party proxy voting research provider; (2) if
management has made no recommendations, the Proxy Group may defer to the voting
instructions of the Investment Managers; and (3) with respect to shares held by
Franklin Resources, Inc. or its affiliates for their own corporate accounts,
such shares may be voted without regard to these conflict procedures.

Otherwise,
in 

situations where a
material conflict of interest is identified between the Investment Managers or
one of its affiliates (other than Independent
Affiliates) and an issuer, the Proxy Group may vote consistent with the voting
recommendation of a Proxy Service or send the proxy directly to the relevant Advisory
Clients with the Investment Managers’ recommendation regarding the vote for
approval. To address certain affiliate conflict situations, the Investment
Managers will employ pass-through voting or mirror voting when required
pursuant to a fund’s governing documents or applicable law.

Where the Proxy Group
refers a matter to an Advisory Client, it may rely upon the instructions of a
representative of the Advisory Client, such as the board of directors or
trustees, a committee of the board, or an appointed delegate in the case of a
U.S. registered investment company, a conducting officer in the case of a fund
that has appointed FTIS S.à.r.l as its Management Company, the Independent
Review Committee for Canadian investment funds, or a plan administrator in the
case of an employee benefit plan. A quorum of the board of directors or
trustees or of a committee of the board can be reached by a majority of
members, or a majority of non-recused members. The Proxy Group may determine to
vote all shares held by Advisory Clients of the Investment Managers and
affiliated Investment Managers (other than Independent
Affiliates) in accordance with the instructions of one or more of the Advisory
Clients.

The Investment Managers
may also decide whether to vote proxies for securities deemed to present
conflicts of interest that are sold following a record date, but before a
shareholder meeting date. The Investment Managers may consider various factors
in deciding whether to vote such proxies, including the Investment Managers’
long-term view of the issuer’s securities for investment, or it may defer the
decision to vote to the applicable Advisory Client. The Investment Managers
also may be unable to vote, or choose not to vote, a proxy for securities
deemed to present a conflict of interest for any of the reasons outlined in the
first paragraph of the section of these policies entitled “Proxy Procedures.”

Weight Given Management Recommendations

One of the primary
factors the Investment Managers consider when determining the desirability of
investing in a particular company is the quality and depth of that company's
management. Accordingly, the recommendation of management on any issue is a factor
that the Investment Managers consider in determining how proxies should be
voted. However, the Investment Managers do not consider recommendations from
management to be determinative of the Investment Managers’ ultimate decision.
Each issue is considered on its own merits, and the Investment Managers will
not support the position of a company's management in any situation where it
determines that the ratification of management's position would adversely
affect the investment merits of owning that company's shares.

Engagement with Issuers

The Investment Managers
believe that engagement with issuers is important to good corporate governance
and to assist in making proxy voting decisions. The Investment Managers may
engage with issuers to discuss specific ballot items to be voted on in advance
of an annual or special meeting to obtain further information or clarification
on the proposals. The Investment Managers may also engage with management on a
range of environmental, social or corporate governance issues throughout the
year.

THE PROXY GROUP

The Proxy Group is part
of the Franklin Templeton Companies, LLC Legal Department and is overseen by
legal counsel. Full-time staff members and support staff (which includes
individuals that are employees of affiliates of Franklin Templeton Companies,
LLC) are devoted to proxy voting administration and oversight and providing
support and assistance where needed. On a daily basis, the Proxy Group will
review each proxy upon receipt as well as any agendas, materials and
recommendations that they receive from a Proxy Service or other sources. The
Proxy Group maintains a record of all shareholder meetings that are scheduled
for companies whose securities are held by the Investment Managers’ managed
funds and accounts. For each shareholder meeting, a member of the Proxy Group
will consult with the research analyst that follows the security and provide
the analyst with the agenda, analyses of one or more Proxy Services,
recommendations and any other information provided to the Proxy Group. Except
in situations identified as presenting material conflicts of interest, the
Investment Managers’ research analyst and relevant portfolio manager(s) are
responsible for making the final voting decision based on their review of the
agenda, analyses of one or more Proxy Services, proxy statements, their
knowledge of the company and any other information publicly available.

In situations where the
Investment Managers have not responded with vote recommendations to the Proxy
Group by the deadline date, the Proxy Group may vote consistent with the vote
recommendations of a Proxy Service. Except in cases where the Proxy Group is
voting consistent with the voting recommendation of a Proxy Service, the Proxy
Group must obtain voting instructions from the Investment Managers’ research
analysts, relevant portfolio manager(s), legal counsel and/or the Advisory
Client prior to submitting the vote. In the event that an account holds a
security that an Investment Manager did not purchase on its behalf, and the
Investment Manager does not normally consider the security as a potential investment
for other accounts, the Proxy Group may vote consistent with the voting
recommendations of a Proxy Service or take no action on the meeting.

PROXY PROCEDURES

The Proxy Group is fully
cognizant of its responsibility to process proxies and maintain proxy records
as may be required by relevant rules and regulations. In addition, the
Investment Managers understand their fiduciary duty to vote proxies and that
proxy voting decisions may affect the value of shareholdings. Therefore, the
Investment Managers will generally attempt to process every proxy it receives
for all domestic and foreign securities. However, there may be situations in
which the Investment Managers may be unable to successfully vote a proxy, or
may choose not to vote a proxy, such as where: (i) a proxy ballot was not
received from the custodian bank; (ii) a meeting notice was received too late;
(iii) there are fees imposed upon the exercise of a vote and it is determined
that such fees outweigh the benefit of voting; (iv) there are legal
encumbrances to voting, including blocking restrictions in certain markets that
preclude the ability to dispose of a security if an Investment Manager votes a
proxy or where the Investment Manager is prohibited from voting by applicable
law, economic or other sanctions, or other regulatory or market requirements,
including but not limited to, effective Powers of Attorney; (v) additional
documentation or the disclosure of beneficial owner details is required; (vi)
the Investment Managers held shares on the record date but has sold them prior
to the meeting date; (vii) the Advisory Client held shares on the record date,
but the Advisory Client closed the account prior to the meeting date; (viii) a
proxy voting service is not offered by the custodian in the market; (ix) due to
either system error or human error, the Investment Managers’ intended vote is
not correctly submitted; (x) the Investment Managers believe it is not in the
best interest of the Advisory Client to vote the proxy for any other reason not
enumerated herein; or (xi) a security is subject to a securities lending or
similar program that has transferred legal title to the security to another
person.

Rejected Votes

Even if the Investment
Managers use reasonable efforts to vote a proxy on behalf of its Advisory
Clients, such vote or proxy may be rejected because of (a) operational or
procedural issues experienced by one or more third parties involved in voting
proxies in such jurisdictions; (b) changes in the process or agenda for the
meeting by the issuer for which the Investment Managers do not have sufficient
notice; or (c) the exercise by the issuer of its discretion to reject the vote
of the Investment Managers. In addition, despite the best efforts of the Proxy
Group and its agents, there may be situations where the Investment Managers’
votes are not received, or properly tabulated, by an issuer or the issuer’s
agent.

Securities on Loan

The Investment Managers
or their affiliates may, on behalf of one or more of the proprietary registered
investment companies advised by the Investment Managers or their affiliates,
make efforts  to recall any security on loan where the Investment Manager or
its affiliates (a) learn of a vote on an event that may materially affect a
security on loan and (b) determine that it is in the best interests of such
proprietary registered investment companies to recall the security for voting
purposes. The ability to timely recall shares is not entirely within the
control of the Investment Managers. Under certain circumstances, the recall of
shares in time for such shares to be voted may not be possible due to
applicable proxy voting record dates or other administrative considerations.

Split Voting

There may be instances in
certain non-U.S. markets where split voting is not allowed. Split voting occurs
when a position held within an account is voted in accordance with two
differing instructions. Some markets and/or issuers only allow voting on an
entire position and do not accept split voting. In certain cases, when more than
one Franklin Templeton investment manager has accounts holding shares of an
issuer that are held in an omnibus structure, the Proxy Group will seek
direction from an appropriate representative of the Advisory Client with
multiple Investment Managers (such as a conducting officer of the Management
Company in the case of a SICAV), or the Proxy Group will submit the vote based
on the voting instructions provided by the Investment Manager with accounts
holding the greatest number of shares of the security within the omnibus structure.

Bundled Items

If several issues are
bundled together in a single voting item, the Investment Managers will assess
the total benefit to shareholders and the extent that such issues should be
subject to separate voting proposals.

PROCEDURES FOR MEETINGS INVOLVING FIXED INCOME SECURITIES & PRIVATELY HELD ISSUERS

From time to time,
certain custodians may process events for fixed income securities through their
proxy voting channels rather than corporate action channels for administrative
convenience. In such cases, the Proxy Group will receive ballots for such
events on the ISS voting platform. The Proxy Group will solicit voting
instructions from the Investment Managers for each account or fund involved. If
the Proxy Group does not receive voting instructions from the Investment
Managers, the Proxy Group will take no action on the event. The Investment
Managers may be unable to vote a proxy for a fixed income security, or may
choose not to vote a proxy, for the reasons described under the section
entitled “Proxy Procedures.”

In the rare instance
where there is a vote for a privately held issuer, the decision will generally
be made by the relevant portfolio managers or research analysts.

The Proxy Group will
monitor such meetings involving fixed income securities or privately held
issuers for conflicts of interest in accordance with these procedures. If a
fixed income or privately held issuer is flagged as a potential conflict of
interest, the Investment Managers may nonetheless vote as it deems in the best
interests of its Advisory Clients. The Investment Managers will report such
decisions on an annual basis to Advisory Clients as may be required.

Appendix
A

These
Proxy Policies apply to accounts managed by personnel within 

Franklin Templeton Investment Solutions,
which includes the following Investment Managers:

Franklin Advisers, Inc. (FAV) 

Franklin Advisory Services, LLC (FASL)

Franklin Mutual Advisers LLC (FMA)

Franklin Templeton Investments Corp. (FTIC)

Franklin Templeton Investment Management
Limited (FTIML)

Templeton Asset
Management Ltd. (TAML)

The following Proxy
Policies apply to FAV, FMA, FTIC, FTIML, and TAML only:

HOW THE INVESTMENT MANAGERS VOTE PROXIES

Proxy Services

Certain of the Investment
Managers’ separate accounts or funds (or a portion thereof) are included under
Franklin Templeton Investment Solutions (“FTIS”), a separate investment group
within Franklin Templeton, and employ a quantitative strategy.

For such accounts, FTIS’s
proprietary methodologies rely on a combination of quantitative, qualitative, and
behavioral analysis rather than fundamental security research and analyst
coverage that an actively managed portfolio would ordinarily employ.
Accordingly, absent client direction, in light of the high number of positions
held by such accounts and the considerable time and effort that would be
required to review proxy statements and ISS or Glass Lewis recommendations, the
Investment Manager may review ISS’s non-US Benchmark guidelines, ISS’s
specialty guidelines (in particular, ISS’s Sustainability guidelines), or Glass
Lewis’s US guidelines (the “the ISS and Glass Lewis Proxy Voting Guidelines”)
and determine, consistent with the best interest of its clients, to provide
standing instructions to the Proxy Group to vote proxies according to the
recommendations of ISS or Glass Lewis. 

The Investment Manager,
however, retains the ability to vote a proxy differently than ISS or Glass
Lewis recommends if the Investment Manager determines that it would be in the
best interests of Advisory Clients (for example, where an issuer files
additional solicitation materials after a Proxy Service has issued its voting
recommendations but sufficiently before the vote submission deadline and these
materials would reasonably be expected to affect the Investment Manager’s voting
determination).

The
following Proxy Policies apply to FASL only:

HOW THE INVESTMENT MANAGERS VOTE PROXIES

Proxy Services

The Franklin LibertyQ
branded smart beta exchange traded funds and other passively managed exchange
traded funds (collectively, “ETFs”), seek to track a particular securities
index. As a result, each ETF may hold the securities of hundreds of issuers.
Because the primary criteria for determining whether a security should be
included (or continued to be included) in an ETF’s investment portfolio is
whether such security is a representative component of the securities index that
the ETF is seeking to track, the ETFs do not require the fundamental security
research and analyst coverage that an actively managed portfolio would
require.  Accordingly, in light of the high number of positions held by an ETF
and the considerable time and effort that would be required to review proxy
statements and ISS or Glass Lewis recommendations, the Investment Manager may
review ISS’s non-US Benchmark guidelines, ISS’s specialty guidelines (in
particular, ISS’s Sustainability guidelines), or Glass Lewis’s US guidelines
(the “ISS and Glass Lewis Proxy Voting Guidelines”) and determine, consistent
with the best interest of its clients, to provide standing instructions to the
Proxy Group to vote proxies according to the recommendations of ISS or Glass Lewis
rather than analyze each individual proxy vote.  Permitting the Investment
Manager of the ETFs to defer its judgment for voting on a proxy to the
recommendations of ISS or Glass Lewis may result in a proxy related to the
securities of a particular issuer held by an ETF being voted differently from
the same proxy that is voted on by other funds managed by the Investment Managers.

The following Proxy
Policies apply to FTIC, FTIML, and TAML only:

HOW THE INVESTMENT MANAGERS VOTE PROXIES

Proxy Services

For accounts managed by
the Templeton Global Equity Group (“TGEG”), in making voting decisions, the
Investment Manager may consider Glass Lewis’s Proxy Voting Guidelines, ISS’s
Benchmark Policies, ISS’s Sustainability Policy, and TGEG’s custom
sustainability guidelines, which reflect what TGEG believes to be good
environmental, social, and governance practices.

The
following Proxy Policies apply to FTIC only:

RESPONSIBILITY OF THE INVESTMENT MANAGERS TO VOTE PROXIES

To the extent that the
Investment Manager has a subadvisory agreement with an affiliated investment
manager (the “Affiliated Subadviser”) with respect to a particular Advisory
Client or the Investment Manager chooses securities for an Advisory Client’s
portfolios that are recommended by an Affiliated Subadviser, the Investment
Manager may delegate proxy voting responsibility to the Affiliated Subadviser
or vote proxies in accordance with the Affiliated Subadviser’s recommendations.

Item 8. Portfolio Managers of Closed-End Management
Investment Companies. N/A

Item 9. Purchases of Equity Securities by Closed-End
Management Investment 

Company and
 Affiliated
Purchasers.  N/A

Item
10
. Submission of Matters to
a Vote of Security Holders. 

There have been no changes to the procedures by which
shareholders may recommend nominees to the Registrant's Board of Trustees that
would require disclosure herein.

Item 11. Controls and
Procedures.

(a) Evaluation of Disclosure Controls and Procedures.
The Registrant maintains disclosure
controls and procedures that are designed to provide reasonable assurance that
information required to be disclosed in the Registrant’s filings under the
Securities Exchange Act of 1934, as amended, and the Investment Company Act of
1940 is recorded, processed, summarized and reported within the periods specified
in the rules and forms of the Securities and Exchange Commission. Such information
is accumulated and communicated to the Registrant’s management, including its
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. The Registrant’s management,
including the principal executive officer and the principal financial officer,
recognizes that any set of controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired
control objectives.

Within 90 days prior to the filing date of this
Shareholder Report on Form N-CSR, the Registrant had carried out an
evaluation, under the supervision and with the participation of the Registrant’s
management, including the Registrant’s principal executive officer and the Registrant’s
principal financial officer, of the effectiveness of the design and operation
of the Registrant’s disclosure controls and procedures. Based on such evaluation,
the Registrant’s principal executive officer and principal financial officer concluded
that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls. 
There have been no changes in the Registrant’s internal
control over financial reporting that occurred during the period covered by
this report that has materially affected, or is reasonably likely to materially
affect the internal control over financial reporting.

Item 12. Disclosure of
Securities Lending Activities for Closed-End Management Investment Company.                                         

Securities lending agent 
The
board of trustees has approved the Fund’s participation in a securities lending
program. Under the securities lending program, Bank of New York Mellon serves
as the Fund’s securities lending agent. 

The
securities lending agent is responsible for the implementation and
administration of the Funds’ securities lending program. Pursuant to the
respective Securities Lending Agreements with the Fund, the securities lending
agent performs a variety of services, including (but not limited to) the
following:

o
Trade finding, execution and settlement

o Settlement monitoring and controls,
reconciliations, corporate actions and recall management

o
Collateral management and valuation information

o
Invoice management and billing from counterparties

For the period ended June 30,
2022, the income earned by the Fund as well as the fees and/or compensation
paid by the Fund in dollars pursuant to a securities lending agreement between
the Trust with respect to the Fund and the Securities Lending Agent were as
follows (figures may differ from those shown in shareholder reports due to time
of availability and use of estimates):

Gross income earned by the Fund from securities lending activities	$122
Fees and/or compensation paid by the Fund for securities lending activities and related services
Fees paid to Securities Lending Agent from revenue split	$11
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) not included in a revenue split	$ -
Administrative fees not included in a revenue split	$ -
Indemnification fees not included in a revenue split	$ -
Rebate (paid to borrower)	$ -
Other fees not included above	$ -
Aggregate fees/compensation paid by the Fund for securities lending activities	$11
Net income from securities lending activities	$111

Item 13. Exhibits.

(a)(1) Code of Ethics

codeofethics

(a)(2) Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle,
Chief Executive Officer - Finance and Administration, and Christopher Kings,
Chief Financial Officer, Chief Accounting Officer and Treasurer

section302

(a)(2)(1) There were no
written solicitations to purchase securities under Rule 23c-1 under the Act
sent or given during the period covered by the report by or on behalf of the
Registrant to 10 or more persons. 

(a)(2)(2) There was no change
in the Registrant’s independent public accountant during the period covered by
the report. 

(b) Certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief
Executive Officer - Finance and Administration, and Christopher Kings, Chief
Financial Officer, Chief Accounting Officer and Treasurer

section906

(c)

Pursuant to the
Securities and Exchange Commission’s Order granting relief from Section 19(b)
of the Investment Company Act of 1940, the 19(a) Notices to Beneficial Owners
are attached hereto as Exhibit.

section19b

SIGNATURES

Pursuant to the requirements
of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Franklin Limited Duration Income
Trust

By S\MATTHEW T. HINKLE______________________

Matthew
T. Hinkle

      Chief Executive Officer
- Finance and Administration

Date  August
26, 2022

Pursuant to the requirements
of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By S\MATTHEW T. HINKLE______________________

Matthew
T. Hinkle

      Chief Executive Officer
- Finance and Administration

Date  August 26, 2022

By S\CHRISTOPHER KINGS______________________

      Christopher Kings

      Chief Financial
Officer, Chief Accounting Officer and Treasurer

Date  August 26, 2022