Securities Exchange Act of 1934 — Rule 14a-8
Franklin Limited Duration Income Trust

July 27, 2016

Michael D. Mabry, Esq.
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Philadelphia, PA 19103-7018

Re: Franklin Limited Duration Income Trust — Omission of Shareholder Proposal Submitted by Saba Capital Management, L.P.

Dear Mr. Mabry:

In a letter dated June 17, 2016, on behalf of Franklin Limited Duration Income Trust (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Saba Capital Management, L.P. (the “Proponent”) is omitted from the proxy materials for the Fund’s 2016 Annual Meeting of Shareholders (the “Proxy Materials”). The Proposal provides:

BE IT RESOLVED, that the shareholders of Franklin Limited Duration Income Trust (the “Fund”), requests that the Board of Trustees (the “Board”) consider authorizing a self-tender offer for all outstanding shares of the Fund at or close to net asset value (“NAV”). If more than 50% of the Fund’s outstanding shares are submitted for tender, the tender offer should be cancelled and the Board should take the steps necessary to liquidate or convert the Fund into an open-end mutual fund.

The Fund argues that the Proposal may be excluded pursuant to Rule 14a-8(c) of the Securities Exchange Act of 1934 (“1934 Act”), the rule limiting shareholders to submitting only one proposal. Specifically, the Fund argues that the Proposal contains more than one separate and distinct proposal.

We are unable to concur in your view that the Fund may exclude the Proposal under Rule 14a-8(c) of the 1934 Act. Accordingly, we do not believe that the Fund may omit the Proposal from its Proxy Materials pursuant to Rule 14a-8(c).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning the matter, please call me at (202) 551-7587.

Attachment

cc: Eleazer N. Klein
Schulte Roth & Zabel, LLP

Incoming Letters

---