UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number_811-09869

__Franklin Floating Rate Master Trust

(Exact name of registrant as specified in charter)

One Franklin Parkway, San Mateo, CA 94403-1906

(Address of principal executive offices) (Zip code)

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code: _650 312-2000

Date of fiscal year end: 7/31

Date of reporting period: 7/31/20

Item 1. Reports to Stockholders.

1

Annual

Report

ANNUAL

REPORT

Franklin

Floating

Rate

Master

Series

This

annual

report

for

Franklin

Floating

Rate

Master

Series

covers

the

fiscal

year

ended

July

31,

2020

.

Manager’s

Discussion

During

the

12

months

ended

July

31,

2020,

the

Fund

posted

a

-9.13%

cumulative

total

return.

In

comparison,

its

benchmark,

the

Credit

Suisse

Leveraged

Loan

Index

(CS

LLI),

posted

a

-1.20%

total

return.

1

The

Fund

maintained

an

overweighting

in

the

upper

tier

of

the

index

(primarily

BB

rated

loans)

throughout

the

period,

which

contributed

to

performance

amid

severe

market

dislocation,

but

detracted

as

the

market

rebounded.

However,

loan

selection

was

the

primary

detractor

from

relative

performance

during

the

period.

The

top

contributors

to

performance

included

loans

that

had

previously

experienced

volatility

but

completed

transactions

that

led

to

principal

appreciation.

CSM

Bakery

Solutions,

a

producer

of

bakery

ingredients

and

products,

contributed

to

performance

as

the

issuer

successfully

completed

an

amendment

that

extended

the

maturity

and

increased

spread,

while

also

receiving

an

equity

infusion.

99

Cents

Only

Stores,

a

discount

retailer,

contributed

to

performance

as

it

successfully

completed

an

amendment

that

extended

near-term

debt

maturities,

received

a

sponsor

equity

injection,

and

benefited

from

strong

customer

demand

as

a

result

of

COVID-19

driven

purchases.

Major

detractors

from

performance

were

in

industries

that

investors

believed

to

be

more

negatively

impacted

by

COVID-19

shutdowns

and

restrictions,

including

those

in

the

energy

and

gaming/leisure

industries.

As

oil

prices

declined

to

unprecedented

levels

amid

a

fall-off

in

demand,

issuers

exposed

to

energy

prices

were

among

the

top

detractors

from

performance.

The

term

loan

of

Fieldwood

Energy,

a

producer

of

oil

and

gas,

declined

as

the

sharp

drop

in

oil

prices

negatively

impacted

the

company’s

cash

flow

and

liquidity.

The

lower

price

of

crude

oil

also

led

to

declines

for

the

term

loans

of

UTEX

Industries,

a

manufacturer

and

provider

of

sealing

products,

as

demand

for

its

products

from

customers

in

the

energy

sector

was

expected

to

weaken.

Furthermore,

24

Hour

Fitness

Worldwide,

a

fitness

club

owner

and

operator,

detracted

from

performance

as

the

company

was

negatively

impacted

by

club

closures.

In

addition

to

maintaining

an

overweighting

in

higher-rated

loans,

the

Fund

also

invested

in

Franklin

Floating

Rate

Income

Fund

and

an

exchange

traded

fund,

Franklin

Liberty

Senior

Loan

ETF.

These

investments

allowed

the

Fund

to

have

further

exposure

to

credit,

while

providing

additional

liquidity.

The

Fund

also

held

a

position

in

a

high-yield

credit

default

swap

index

to

protect

against

volatility

in

the

credit

markets

and

exited

this

position

by

the

end

of

the

period.

Portfolio

Composition

7/31/20

%

of

Total

Net

Assets

Senior

Floating

Rate

Interests

81.0%

Management

Investment

Companies

8.6%

Common

Stocks

3.1%

Corporate

Bonds

2.3%

Asset-Backed

Securities

1.1%

Short-Term

Investments

&

Other

Net

Assets

3.9%

1.

Source:

Credit

Suisse

Group.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Franklin

Floating

Rate

Master

Series

2

Annual

Report

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

8/1/10–7/31/20

Performance

as

of

7/31/20

1

1.

The

Fund

has

a

voluntary

expense

reduction,

which

can

be

discontinued

at

any

time

upon

notification

to

the

Fund’s

board.

Fund

investment

results

reflect

the

expense

reduction;

without

this

reduction,

the

results

would

have

been

lower.

2.

Source:

Credit

Suisse

Group.

The

CS

LLI

is

designed

to

mirror

the

investable

universe

of

the

U.S.

dollar-denominated

leveraged

loan

market.

Loans

must

be

below

invest-

ment

grade

and

rated

no

higher

than

Baa1/BB+

or

Ba1/BBB+

by

Moody’s

or

Standard

&

Poor’s.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

period

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Average

Annual

Total

Return

3

–

1-Year

-9.13%

5-Year

+0.73%

10-Year

+2.48%

Your

Fund’s

Expenses

Franklin

Floating

Rate

Master

Series

3

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

182/366

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Beginning

Account

Value

2/1/20

Ending

Account

Value

7/31/20

Expenses

Paid

During

Period

2/1/20–7/31/20

1,2

Ending

Account

Value

7/31/20

Expenses

Paid

During

Period

2/1/20–7/31/20

1,2

a

Net

Annualized

Expense

Ratio

2

$1,000

$901.90

$2.51

$1,022.22

$2.67

0.53%

Franklin

Floating

Rate

Master

Trust

Board

Members

and

Officers

4

Annual

Report

The

name,

year

of

birth

and

address

of

the

officers

and

board

members,

as

well

as

their

affiliations,

positions

held

with

the

Trust,

principal

occupations

during

at

least

the

past

five

years

and

number

of

U.S.

registered

portfolios

overseen

in

the

Franklin

Templeton

fund

complex,

are

shown

below.

Generally,

each

board

member

serves

until

that

person’s

successor

is

elected

and

qualified.

Independent

Board

Members

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Harris

J.

Ashton

(1932)

Trustee

Since

1999

129

Bar-S

Foods

(meat

packing

company)

(1981-2010).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Director,

RBC

Holdings,

Inc.

(bank

holding

company)

(until

2002);

and

President,

Chief

Executive

Officer

and

Chairman

of

the

Board,

General

Host

Corporation

(nursery

and

craft

centers)

(until

1998).

Terrence

J.

Checki

(1945)

Trustee

Since

2018

110

Hess

Corporation

(exploration

of

oil

and

gas)

(2014-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Member

of

the

Council

on

Foreign

Relations

(1996-present);

Member

of

the

National

Committee

on

U.S.-China

Relations

(1999-present);

member

of

the

Board

of

Trustees

of

the

Economic

Club

of

New

York

(2013-present);

member

of

the

Board

of

Trustees

of

the

Foreign

Policy

Association

(2005-present)

and

member

of

various

other

boards

of

trustees

and

advisory

boards;

and

formerly

,

Executive

Vice

President

of

the

Federal

Reserve

Bank

of

New

York

and

Head

of

its

Emerging

Markets

and

Internal

Affairs

Group

and

Member

of

Management

Committee

(1995-2014);

and

Visiting

Fellow

at

the

Council

on

Foreign

Relations

(2014).

Mary

C.

Choksi

(1950)

Trustee

Since

2014

129

Avis

Budget

Group

Inc.

(car

rental)

(2007-present),

Omnicom

Group

Inc.

(advertising

and

marketing

communications

services)

(2011-present)

and

White

Mountains

Insurance

Group,

Ltd.

(holding

company)

(2017-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Founder

and

Senior

Advisor,

Strategic

Investment

Group

(investment

management

group)

(2015-2017);

Founding

Partner

and

Senior

Managing

Director,

Strategic

Investment

Group

(1987-2015);

Founding

Partner

and

Managing

Director,

Emerging

Markets

Management

LLC

(investment

management

firm)

(1987-2011);

and

Loan

Officer/Senior

Loan

Officer/Senior

Pension

Investment

Officer,

World

Bank

Group

(international

financial

institution)

(1977-1987).

Edith

E.

Holiday

(1952)

Lead

Independent

Trustee

Trustee

since

1999

and

Lead

Independent

Trustee

since

2019

129

Hess

Corporation

(exploration

of

oil

and

gas)

(1993-present),

Canadian

National

Railway

(railroad)

(2001-present),

White

Mountains

Insurance

Group,

Ltd.

(holding

company)

(2004-present),

Santander

Consumer

USA

Holdings,

Inc.

(consumer

finance)

(2016-present);

formerly

,

RTI

International

Metals,

Inc.

(manufacture

and

distribution

of

titanium)

(1999-2015)

and

H.J.

Heinz

Company

(processed

foods

and

allied

products)

(1994-2013).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

or

Trustee

of

various

companies

and

trusts;

and

formerly

,

Assistant

to

the

President

of

the

United

States

and

Secretary

of

the

Cabinet

(1990-1993);

General

Counsel

to

the

United

States

Treasury

Department

(1989-1990);

and

Counselor

to

the

Secretary

and

Assistant

Secretary

for

Public

Affairs

and

Public

Liaison–United

States

Treasury

Department

(1988-1989).

Franklin

Floating

Rate

Master

Trust

5

Annual

Report

Interested

Board

Members

and

Officers

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

J.

Michael

Luttig

(1954)

Trustee

Since

2009

129

Boeing

Capital

Corporation

(aircraft

financing)

(2006-2010).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Private

investor;

and

formerly

,

Counselor

and

Senior

Advisor

to

the

Chairman,

CEO,

and

Board

of

Directors,

of

The

Boeing

Company

(aerospace

company),

and

member

of

the

Executive

Council

(May

2019-January

1,

2020);

Executive

Vice

President,

General

Counsel

and

member

of

the

Executive

Council,

The

Boeing

Company

(2006-2019);

and

Federal

Appeals

Court

Judge,

United

States

Court

of

Appeals

for

the

Fourth

Circuit

(1991-2006).

Larry

D.

Thompson

(1945)

Trustee

Since

2007

129

The

Southern

Company

(energy

company)

(2014-present;

previously

2010-2012),

Graham

Holdings

Company

(education

and

media

organization)

(2011-present)

and

Cbeyond,

Inc.

(business

communications

provider)

(2010-

2012).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

Counsel,

Finch

McCranie,

LLP

(law

firm)

(2015-present);

Independent

Compliance

Monitor

and

Auditor,

Volkswagen

AG

(manufacturer

of

automobiles

and

commercial

vehicles)

(2017-present);

John

A.

Sibley

Professor

of

Corporate

and

Business

Law,

University

of

Georgia

School

of

Law

(2015-present;

previously

2011-2012);

and

formerly

,

Executive

Vice

President

-

Government

Affairs,

General

Counsel

and

Corporate

Secretary,

PepsiCo,

Inc.

(consumer

products)

(2012-2014);

Senior

Vice

President

-

Government

Affairs,

General

Counsel

and

Secretary,

PepsiCo,

Inc.

(2004-2011);

Senior

Fellow

of

The

Brookings

Institution

(2003-2004);

Visiting

Professor,

University

of

Georgia

School

of

Law

(2004);

and

Deputy

Attorney

General,

U.S.

Department

of

Justice

(2001-2003).

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

**Gregory

E.

Johnson

(1961)

Trustee

Since

2007

140

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Chairman,

Chairman

of

the

Board

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

39

of

the

investment

companies

in

Franklin

Templeton;

Vice

Chairman,

Investment

Company

Institute;

and

formerly

,

Chief

Executive

Officer

(2013-2020)

and

President

(1994-2015),

Franklin

Resources,

Inc.

**Rupert

H.

Johnson,

Jr.

(1940)

Chairman

of

the

Board

and

Trustee

Since

2013

129

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

(Vice

Chairman),

Franklin

Resources,

Inc.;

Director,

Franklin

Advisers,

Inc.;

and

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

37

of

the

investment

companies

in

Franklin

Templeton.

Reema

Agarwal

(1974)

Vice

President

Since

2019

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Advisers,

Inc.;

and

officer

of

two

of

the

investment

companies

in

Franklin

Templeton.

Independent

Board

Members

(continued)

Franklin

Floating

Rate

Master

Trust

6

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Alison

E.

Baur

(1964)

Vice

President

Since

2012

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Deputy

General

Counsel,

Franklin

Templeton;

and

officer

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

41

of

the

investment

companies

in

Franklin

Templeton.

Breda

M.

Beckerle

(1958)

Interim

Chief

Compliance

Officer

Since

January

2020

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Compliance

Officer,

Fiduciary

Investment

Management

International,

Inc.,

Franklin

Advisers,

Inc.,

Franklin

Advisory

Services,

LLC,

Franklin

Mutual

Advisers,

LLC,

Franklin

Templeton

Institutional,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Sonal

Desai,

Ph.D.

(1963)

President

and

Chief

Executive

Officer

–

Investment

Management

Since

2018

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

and

Executive

Vice

President,

Franklin

Advisers,

Inc.;

Executive

Vice

President,

Franklin

Templeton

Institutional,

LLC;

and

officer

of

17

of

the

investment

companies

in

Franklin

Templeton.

Gaston

Gardey

(1967)

Treasurer,

Chief

Financial

Officer

and

Chief

Accounting

Officer

Since

2009

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Treasurer,

U.S.

Fund

Administration

&

Reporting

and

officer

of

24

of

the

investment

companies

in

Franklin

Templeton.

Steven

J.

Gray

(1955)

Vice

President

and

Co-Secretary

Vice

President

since

2009

and

Co-Secretary

since

2019

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

Vice

President,

Franklin

Templeton

Distributors,

Inc.

and

FASA,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Matthew

T.

Hinkle

(1971)

Chief

Executive

Officer

–

Finance

and

Administration

Since

2017

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Templeton

Services,

LLC;

officer

of

41

of

the

investment

companies

in

Franklin

Templeton;

and

formerly

,

Vice

President,

Global

Tax

(2012-April

2017)

and

Treasurer/Assistant

Treasurer,

Franklin

Templeton

(2009-2017).

Interested

Board

Members

and

Officers

(continued)

Franklin

Floating

Rate

Master

Trust

7

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Robert

Lim

(1948)

Vice

President

–

AML

Compliance

Since

2016

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Vice

President,

Franklin

Templeton

Companies,

LLC;

Chief

Compliance

Officer,

Franklin

Templeton

Distributors,

Inc.

and

Franklin

Templeton

Investor

Services,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Robert

C.

Rosselot

(1960)

Chief

Compliance

Officer

Since

2013

Not

Applicable

Not

Applicable

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director,

Global

Compliance,

Franklin

Templeton;

Senior

Vice

President,

Franklin

Templeton

Companies,

LLC;

officer

of

41

of

the

investment

companies

in

Franklin

Templeton;

and

formerly

,

Senior

Associate

General

Counsel,

Franklin

Templeton

(2007-2013);

and

Secretary

and

Vice

President,

Templeton

Group

of

Funds

(2004-2013).

Navid

J.

Tofigh

(1972)

Vice

President

Since

2015

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Associate

General

Counsel

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Craig

S.

Tyle

(1960)

Vice

President

Since

2005

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

General

Counsel

and

Executive

Vice

President,

Franklin

Resources,

Inc.;

and

officer

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

41

of

the

investment

companies

in

Franklin

Templeton.

Lori

A.

Weber

(1964)

Vice

President

and

Co-Secretary

Vice

President

since

2011

and

Co-Secretary

since

2019

Not

Applicable

Not

Applicable

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

Assistant

Secretary,

Franklin

Resources,

Inc.;

Vice

President

and

Secretary,

Templeton

Investment

Counsel,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Interested

Board

Members

and

Officers

(continued)

Franklin

Floating

Rate

Master

Trust

8

Annual

Report

*We

base

the

number

of

portfolios

on

each

separate

series

of

the

U.S.

registered

investment

companies

within

the

Franklin

Templeton

fund

complex.

These

portfolios

have

a

common

investment

manager

or

affiliated

investment

managers.

**Gregory

E.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

of

Franklin

Resources,

Inc.

(Resources),

which

is

the

parent

company

of

the

Fund’s

investment

manager

and

distributor.

Rupert

H.

Johnson,

Jr.

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

and

major

shareholder

of

Resources.

Note

1:

Rupert

H.

Johnson,

Jr.

is

the

uncle

of

Gregory

E.

Johnson.

Note

2:

Officer

information

is

current

as

of

the

date

of

this

report.

It

is

possible

that

after

this

date,

information

about

officers

may

change.

The

Sarbanes-Oxley

Act

of

2002

and

Rules

adopted

by

the

Securities

and

Exchange

Commission

require

the

Fund

to

disclose

whether

the

Fund’s

Audit

Committee

includes

at

least

one

member

who

is

an

audit

committee

financial

expert

within

the

meaning

of

such

Act

and

Rules.

The

Fund’s

Board

has

determined

that

there

is

at

least

one

such

financial

expert

on

the

Audit

Committee

and

has

designated

Mary

C.

Choksi

as

its

audit

committee

financial

expert.

The

Board

believes

that

Ms.

Choksi

qualifies

as

such

an

expert

in

view

of

her

extensive

business

background

and

experience.

She

currently

serves

as

a

director

of

Avis

Budget

Group,

Inc.

(2007-present)

and

formerly,

Founder

and

Senior

Advisor,

Strategic

Investment

Group

(1987

to

2017).

Ms.

Choksi

has

been

a

Member

of

the

Fund’s

Audit

Committee

since

2014.

As

a

result

of

such

background

and

experience,

the

Board

believes

that

Ms.

Choksi

has

acquired

an

understanding

of

generally

accepted

accounting

principles

and

financial

statements,

the

general

application

of

such

principles

in

connection

with

the

accounting

estimates,

accruals

and

reserves,

and

analyzing

and

evaluating

financial

statements

that

present

a

breadth

and

level

of

complexity

of

accounting

issues

generally

comparable

to

those

of

the

Fund,

as

well

as

an

understanding

of

internal

controls

and

procedures

for

financial

reporting

and

an

understanding

of

audit

committee

functions.

Ms.

Choksi

is

an

independent

Board

member

as

that

term

is

defined

under

the

relevant

Securities

and

Exchange

Commission

Rules

and

Releases.

The

Statement

of

Additional

Information

(SAI)

includes

additional

information

about

the

board

members

and

is

available,

without

charge,

upon

request.

Shareholders

may

call

(800)

DIAL

BEN/342-5236

to

request

the

SAI.

Interested

Board

Members

and

Officers

(continued)

Franklin

Floating

Rate

Master

Trust

Shareholder

Information

9

Annual

Report

Board

Approval

of

Investment

Management

Agreements

FRANKLIN

FLOATING

RATE

MASTER

TRUST

Franklin

Floating

Rate

Master

Series

(Fund)

At

an

in-person

meeting

held

on

February

25,

2020

(Meeting),

the

Board

of

Trustees

(Board)

of

Franklin

Floating

Rate

Master

Trust

(Trust),

including

a

majority

of

the

trustees

who

are

not

“interested

persons”

as

defined

in

the

Investment

Company

Act

of

1940

(Independent

Trustees),

reviewed

and

approved

the

continuance

of

the

investment

management

agreement

between

Franklin

Advisers,

Inc.

(Manager)

and

the

Trust,

on

behalf

of

the

Fund

(Management

Agreement)

for

an

additional

one-year

period.

The

Independent

Trustees

received

advice

from

and

met

separately

with

Independent

Trustee

counsel

in

considering

whether

to

approve

the

continuation

of

the

Management

Agreement.

In

considering

the

continuation

of

the

Management

Agreement,

the

Board

reviewed

and

considered

information

provided

by

the

Manager

at

the

Meeting

and

throughout

the

year

at

meetings

of

the

Board

and

its

committees.

The

Board

also

reviewed

and

considered

information

provided

in

response

to

a

detailed

set

of

requests

for

information

submitted

to

the

Manager

by

Independent

Trustee

counsel

on

behalf

of

the

Independent

Trustees

in

connection

with

the

annual

contract

renewal

process.

In

addition,

prior

to

the

Meeting,

the

Independent

Trustees

held

a

telephonic

contract

renewal

meeting

at

which

the

Independent

Trustees

conferred

amongst

themselves

and

Independent

Trustee

counsel

about

contract

renewal

matters

and,

in

some

cases,

requested

additional

information

from

the

Manager

relating

to

the

contract.

The

Board

reviewed

and

considered

all

of

the

factors

it

deemed

relevant

in

approving

the

continuance

of

the

Management

Agreement,

including,

but

not

limited

to:

(i)

the

nature,

extent

and

quality

of

the

services

provided

by

the

Manager;

(ii)

the

investment

performance

of

the

Fund;

(iii)

the

costs

of

the

services

provided

and

profits

realized

by

the

Manager

and

its

affiliates

from

the

relationship

with

the

Fund;

(iv)

the

extent

to

which

economies

of

scale

are

realized

as

the

Fund

grows;

and

(v)

whether

fee

levels

reflect

these

economies

of

scale

for

the

benefit

of

Fund

investors.

In

approving

the

continuance

of

the

Management

Agreement,

the

Board,

including

a

majority

of

the

Independent

Trustees,

determined

that

the

terms

of

the

Management

Agreement

are

fair

and

reasonable

and

that

the

continuance

of

such

Management

Agreement

is

in

the

interests

of

the

Fund

and

its

shareholders.

While

attention

was

given

to

all

information

furnished,

the

following

discusses

some

primary

factors

relevant

to

the

Board’s

determination.

Nature,

Extent

and

Quality

of

Services

The

Board

reviewed

and

considered

information

regarding

the

nature,

extent

and

quality

of

investment

management

services

provided

by

the

Manager

and

its

affiliates

to

the

Fund

and

its

shareholders.

This

information

included,

among

other

things,

the

qualifications,

background

and

experience

of

the

senior

management

and

investment

personnel

of

the

Manager,

as

well

as

information

on

succession

planning

where

appropriate;

the

structure

of

investment

personnel

compensation;

oversight

of

third-party

service

providers;

investment

performance

reports

and

related

financial

information

for

the

Fund;

reports

on

expenses

and

shareholder

services;

legal

and

compliance

matters;

risk

controls;

pricing

and

other

services

provided

by

the

Manager

and

its

affiliates;

and

management

fees

charged

by

the

Manager

and

its

affiliates

to

US

funds

and

other

accounts,

including

management’s

explanation

of

differences

among

accounts

where

relevant.

The

Board

noted

management’s

continuing

efforts

and

expenditures

in

establishing

effective

business

continuity

plans

and

developing

strategies

to

address

areas

of

heightened

concern

in

the

mutual

fund

industry,

such

as

cybersecurity

and

liquidity

risk

management.

The

Board

also

reviewed

and

considered

the

benefits

provided

to

Fund

shareholders

of

investing

in

a

fund

that

is

part

of

the

Franklin

Templeton

(FT)

family

of

funds.

The

Board

noted

the

financial

position

of

Franklin

Resources,

Inc.

(FRI),

the

Manager’s

parent,

and

its

commitment

to

the

mutual

fund

business

as

evidenced

by

its

continued

introduction

of

new

funds,

reassessment

of

the

fund

offerings

in

response

to

the

market

environment

and

project

initiatives

and

capital

investments

relating

to

the

services

provided

to

the

Fund

by

the

FT

organization.

The

Board

specifically

noted

FT’s

commitment

to

enhancing

services

and

controlling

costs,

as

reflected

in

its

plan

to

outsource

certain

administrative

functions,

and

growth

opportunities,

as

evidenced

by

its

upcoming

acquisition

of

the

Legg

Mason

companies.

The

Board

acknowledged

the

change

in

leadership

at

FRI

and

the

opportunity

to

hear

from

Jennifer

Johnson,

President

and

Chief

Executive

Officer

of

FRI,

about

goals

she

has

for

the

company

that

will

benefit

the

Fund.

Franklin

Floating

Rate

Master

Trust

Shareholder

Information

10

Annual

Report

Following

consideration

of

such

information,

the

Board

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

by

the

Manager

and

its

affiliates

to

the

Fund

and

its

shareholders.

Fund

Performance

The

Board

reviewed

and

considered

the

performance

results

of

the

Fund

over

various

time

periods

ended

December

31,

2019.

The

Board

considered

the

performance

returns

for

the

Fund

in

comparison

to

the

performance

returns

of

mutual

funds

deemed

comparable

to

the

Fund

included

in

a

universe

(Performance

Universe)

selected

by

Broadridge

Financial

Solutions,

Inc.

(Broadridge),

an

independent

provider

of

investment

company

data.

The

Board

received

a

description

of

the

methodology

used

by

Broadridge

to

select

the

mutual

funds

included

in

a

Performance

Universe.

The

Board

also

reviewed

and

considered

Fund

performance

reports

provided

and

discussions

that

occurred

with

portfolio

managers

at

Board

meetings

throughout

the

year.

A

summary

of

the

Fund’s

performance

results

is

below.

The

Performance

Universe

for

the

Fund

included

the

Fund

and

all

retail

and

institutional

loan

participation

funds.

The

Board

noted

that

the

Fund’s

annualized

total

return

for

the

one-,

three-,

five-

and

10-year

periods

was

below

the

median

of

its

Performance

Universe.

The

Board

discussed

this

performance

with

management

and

management

noted

the

steps

it

was

taking

to

address

the

Fund’s

performance.

The

Board

considered

management’s

explanation

and

concluded

that

the

Fund’s

performance

was

acceptable.

In

doing

so,

the

Board

noted

that

the

Fund’s

annualized

total

return

was

positive

for

each

period

under

review.

The

Board

also

noted

that

the

Fund

does

not

offer

its

shares

to

the

public

and

the

Fund’s

investor

was

exclusively

an

offshore

Irish

feeder

fund.

Comparative

Fees

and

Expenses

The

Board

reviewed

and

considered

information

regarding

the

Fund’s

actual

total

expense

ratio

and

its

various

components,

including,

as

applicable,

management

fees;

transfer

agent

expenses;

underlying

fund

expenses;

Rule

12b-1

and

non-Rule

12b-1

service

fees;

and

other

non-management

fees.

The

Board

considered

the

actual

total

expense

ratio

and,

separately,

the

contractual

management

fee

rate,

without

the

effect

of

fee

waivers,

if

any

(Management

Rate)

of

the

Fund

in

comparison

to

the

median

expense

ratio

and

median

Management

Rate,

respectively,

of

other

mutual

funds

deemed

comparable

to

and

with

a

similar

expense

structure

to

the

Fund

selected

by

Broadridge

(Expense

Group).

Broadridge

fee

and

expense

data

is

based

upon

information

taken

from

each

fund’s

most

recent

annual

report,

which

reflects

historical

asset

levels

that

may

be

quite

different

from

those

currently

existing,

particularly

in

a

period

of

market

volatility.

While

recognizing

such

inherent

limitation

and

the

fact

that

expense

ratios

and

Management

Rates

generally

increase

as

assets

decline

and

decrease

as

assets

grow,

the

Board

believed

the

independent

analysis

conducted

by

Broadridge

to

be

an

appropriate

measure

of

comparative

fees

and

expenses.

The

Broadridge

Management

Rate

includes

administrative

charges,

and

the

actual

total

expense

ratio,

for

comparative

consistency,

was

shown

for

Class

A

shares

for

funds

in

the

Expense

Group.

The

Board

received

a

description

of

the

methodology

used

by

Broadridge

to

select

the

mutual

funds

included

in

an

Expense

Group.

The

Expense

Group

for

the

Fund

included

the

Fund

and

13

other

loan

participation

funds.

The

Board

noted

that

the

Management

Rate

and

actual

total

expense

ratio

for

the

Fund

were

below

the

medians

and

in

the

first

quintile

(least

expensive)

of

its

Expense

Group.

The

Board

concluded

that

the

Management

Rate

charged

to

the

Fund

is

reasonable.

In

doing

so,

the

Board

noted

that

the

Fund’s

actual

total

expense

ratio

reflected

a

fee

waiver

from

management.

Profitability

The

Board

reviewed

and

considered

information

regarding

the

profits

realized

by

the

Manager

and

its

affiliates

in

connection

with

the

operation

of

the

Fund.

In

this

respect,

the

Board

considered

the

Fund

profitability

analysis

provided

by

the

Manager

that

addresses

the

overall

profitability

of

FT’s

US

fund

business,

as

well

as

its

profits

in

providing

investment

management

and

other

services

to

each

of

the

individual

funds

during

the

12-month

period

ended

September

30,

2019,

being

the

most

recent

fiscal

year-

end

for

FRI.

The

Board

noted

that

although

management

continually

makes

refinements

to

its

methodologies

used

in

calculating

profitability

in

response

to

organizational

and

product-related

changes,

the

overall

methodology

has

remained

consistent

with

that

used

in

the

Fund’s

profitability

report

presentations

from

prior

years.

Additionally,

PricewaterhouseCoopers

LLP,

auditor

to

FRI

and

certain

FT

funds,

was

engaged

by

the

Manager

to

review

and

assess

the

allocation

methodologies

to

be

used

solely

by

the

Fund’s

Board

with

respect

to

the

profitability

analysis.

The

Board

noted

management’s

belief

that

costs

incurred

in

establishing

the

infrastructure

necessary

for

the

type

of

mutual

fund

operations

conducted

by

the

Manager

and

its

affiliates

may

not

be

fully

reflected

in

the

expenses

allocated

to

the

Fund

in

determining

its

profitability,

as

well

as

the

fact

that

the

level

of

profits,

to

a

certain

extent,

reflected

operational

cost

savings

and

efficiencies

initiated

by

management.

As

part

of

this

evaluation,

the

Board

considered

the

initiative

currently

underway

to

outsource

certain

operations,

which

effort

would

require

considerable

upfront

expenditures

by

the

Manager

but,

over

the

long

Franklin

Floating

Rate

Master

Trust

Shareholder

Information

11

Annual

Report

run

is

expected

to

result

in

greater

efficiencies.

The

Board

also

noted

management’s

expenditures

in

improving

shareholder

services

provided

to

the

Fund,

as

well

as

the

need

to

implement

systems

and

meet

additional

regulatory

and

compliance

requirements

resulting

from

recent

US

Securities

and

Exchange

Commission

and

other

regulatory

requirements,

notably

in

the

area

of

cybersecurity

protections.

The

Board

also

considered

the

extent

to

which

the

Manager

and

its

affiliates

might

derive

ancillary

benefits

from

fund

operations,

including

revenues

generated

from

transfer

agent

services,

potential

benefits

resulting

from

personnel

and

systems

enhancements

necessitated

by

fund

growth,

as

well

as

increased

leverage

with

service

providers

and

counterparties.

Based

upon

its

consideration

of

all

these

factors,

the

Board

concluded

that

the

level

of

profits

realized

by

the

Manager

and

its

affiliates

from

providing

services

to

the

Fund

was

not

excessive

in

view

of

the

nature,

extent

and

quality

of

services

provided

to

the

Fund.

Economies

of

Scale

The

Board

reviewed

and

considered

the

extent

to

which

the

Manager

may

realize

economies

of

scale,

if

any,

as

the

Fund

grows

larger

and

whether

the

Fund’s

management

fee

structure

reflects

any

economies

of

scale

for

the

benefit

of

shareholders.

With

respect

to

possible

economies

of

scale,

the

Board

noted

the

existence

of

management

fee

breakpoints,

which

operate

generally

to

share

any

economies

of

scale

with

the

Fund’s

shareholders

by

reducing

the

Fund’s

effective

management

fees

as

the

Fund

grows

in

size.

The

Board

considered

the

Manager’s

view

that

any

analyses

of

potential

economies

of

scale

in

managing

a

particular

fund

are

inherently

limited

in

light

of

the

joint

and

common

costs

and

investments

the

Manager

incurs

across

the

FT

family

of

funds

as

a

whole.

The

Board

noted

that

the

Fund

had

experienced

a

decrease

in

assets

and

would

not

be

expected

to

demonstrate

additional

economies

of

scale

in

the

near

term.

The

Board

concluded

that

to

the

extent

economies

of

scale

may

be

realized

by

the

Manager

and

its

affiliates,

the

Fund’s

management

fee

structure

provided

a

sharing

of

benefits

with

the

Fund

and

its

shareholders

as

the

Fund

grows.

Conclusion

Based

on

its

review,

consideration

and

evaluation

of

all

factors

it

believed

relevant,

including

the

above-described

factors

and

conclusions,

the

Board

unanimously

approved

the

continuation

of

the

Management

Agreement

for

an

additional

one-year

period.

Liquidity

Risk

Management

Program

Each

of

the

Funds

has

adopted

and

implemented

a

written

Liquidity

Risk

Management

Program

(the

“LRMP”)

as

required

by

Rule

22e-4

under

the

Investment

Company

Act

of

1940

(the

“Liquidity

Rule”).

The

LRMP

is

designed

to

assess

and

manage

each

Fund’s

liquidity

risk,

which

is

defined

as

the

risk

that

the

Fund

could

not

meet

requests

to

redeem

shares

issued

by

the

Fund

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

In

accordance

with

the

Liquidity

Rule,

the

LRMP

includes

policies

and

procedures

that

provide

for:

(1)

assessment,

management,

and

review

(no

less

frequently

than

annually)

of

each

Fund’s

liquidity

risk;

(2)

classification

of

each

Fund’s

portfolio

holdings

into

one

of

four

liquidity

categories

(Highly

Liquid,

Moderately

Liquid,

Less

Liquid,

and

Illiquid);

(3)

for

Funds

that

do

not

primarily

hold

assets

that

are

Highly

Liquid,

establishing

and

maintaining

a

minimum

percentage

of

the

Fund’s

net

assets

in

Highly

Liquid

investments

(called

a

“Highly

Liquid

Investment

Minimum”

or

“HLIM”);

and

(4)

prohibiting

the

Fund’s

acquisition

of

Illiquid

investments

that

would

result

in

the

Fund

holding

more

than

15%

of

its

net

assets

in

Illiquid

assets.

The

LRMP

also

requires

reporting

to

the

SEC

(on

a

non-public

basis)

and

to

the

Board

if

the

Fund’s

holdings

of

Illiquid

assets

exceed

15%

of

the

Fund’s

net

assets.

Funds

with

HLIMs

must

have

procedures

for

addressing

HLIM

shortfalls,

including

reporting

to

the

Board

and,

with

respect

to

HLIM

shortfalls

lasting

more

than

seven

consecutive

calendar

days,

reporting

to

the

Securities

and

Exchange

Commission

(“SEC”)

(on

a

non-public

basis).

The

Funds’

Board

of

Trustees

approved

the

appointment

of

the

Director

of

Liquidity

Risk

within

the

Investment

Risk

Management

Group

(the

“IRMG”)

as

the

Administrator

of

the

LRMP.

The

IRMG

maintains

the

Investment

Liquidity

Committee

(the

“ILC”)

to

provide

oversight

and

administration

of

policies

and

procedures

governing

liquidity

risk

management

for

FT

products

and

portfolios.

The

ILC

includes

representatives

from

Franklin

Templeton’s

Risk,

Trading,

Global

Compliance,

Investment

Compliance,

Investment

Operations,

Valuation

Committee

and

Product

Management

groups.

In

assessing

and

managing

each

Fund’s

liquidity

risk,

the

ILC

considers,

as

relevant,

a

variety

of

factors,

including

the

Fund’s

investment

strategy

and

the

liquidity

of

its

portfolio

investments

during

both

normal

and

reasonably

foreseeable

stressed

conditions;

its

short

and

long-term

cash

flow

projections;

and

its

cash

holdings

and

access

to

other

funding

sources

including

the

Funds’

interfund

lending

facility

and

line

of

credit.

Classification

of

the

Fund’s

portfolio

holdings

in

the

four

liquidity

categories

is

based

on

the

number

of

days

it

is

reasonably

expected

to

take

to

convert

Franklin

Floating

Rate

Master

Trust

Shareholder

Information

12

Annual

Report

the

investment

to

cash

(for

Highly

Liquid

and

Moderately

Liquid

holdings)

or

sell

or

dispose

of

the

investment

(for

Less

Liquid

and

Illiquid

investments),

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

The

Fund

primarily

holds

investments

where

the

settlement

days

may

exceed

7

calendar

days

and

are

classified

as

“Less

Liquid

Investments”.

Less

liquid

Investments

are

defined

as

any

investment

reasonably

expected

to

be

sold

or

disposed

of

in

current

market

conditions

in

seven

calendar

days

or

less

without

the

sale

or

disposition

significantly

changing

the

market

value

of

the

investment,

but

where

the

sale

or

disposition

is

reasonably

expected

to

settle

in

more

than

seven

calendar

days.

The

Fund

established

and

maintained

a

HLIM.

During

the

reporting

period,

the

Fund

maintained

the

necessary

Highly

Liquid

Investments

and

did

not

experience

any

HLIM

shortfalls.

At

meetings

of

the

Funds’

Board

of

Trustees

held

in

May

2020,

the

Program

Administrator

provided

a

written

report

to

the

Board

addressing

the

adequacy

and

effectiveness

of

the

program

during

the

period

December

1,

2018

to

December

31,

2019.

The

Program

Administrator

report

concluded

that

(i.)

the

LRMP,

as

adopted

and

implemented,

remains

reasonably

designed

to

assess

and

manage

each

Fund’s

liquidity

risk;

(ii.)

the

LRMP,

including

the

Highly

Liquid

Investment

Minimum

(“HLIM”)

where

applicable,

was

implemented

and

operated

effectively

to

achieve

the

goal

of

assessing

and

managing

each

Fund’s

liquidity

risk;

and

(iii.)

each

Fund

was

able

to

meet

requests

for

redemption

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

At

the

same

time,

the

Program

Administrator

also

presented

the

Fund

Board

of

Trustees

an

update

on

liquidity

during

the

first

quarter

of

2020

in

relation

to

the

COVID-19

pandemic.

Proxy

Voting

Policies

and

Procedures

The

Fund’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Fund’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

shareholders

may

request

copies

of

the

Policies

free

of

charge

by

calling

the

Proxy

Group

collect

at

(954)

527-

7678

or

by

sending

a

written

request

to:

Franklin

Templeton

Companies,

LLC,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

Attention:

Proxy

Group.

Copies

of

the

Fund’s

proxy

voting

records

are

also

made

available

online

at

franklintempleton.com

and

posted

on

the

U.S.

Securities

and

Exchange

Commission’s

website

at

sec.gov

and

reflect

the

most

recent

12-month

period

ended

June

30.

Quarterly

Statement

of

Investments

The

Trust,

on

behalf

of

the

Fund,

files

a

complete

statement

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

by

visiting

the

Commission’s

website

at

sec.gov.

The

filed

form

may

also

be

viewed

and

copied

at

the

Commission’s

Public

Reference

Room

in

Washington,

DC.

Information

regarding

the

operations

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Franklin

Floating

Rate

Master

Trust

Financial

Highlights

Franklin

Floating

Rate

Master

Series

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

13

a

Year

Ended

July

31,

2020

2019

2018

2017

2016

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$8.18

$8.54

$8.69

$8.47

$8.65

Income

from

investment

operations

a

:

Net

investment

income

..........................

0.415

0.460

0.398

0.332

0.419

Net

realized

and

unrealized

gains

(losses)

...........

(1.141)

(0.378)

(0.156)

0.221

(0.184)

Total

from

investment

operations

....................

(0.726)

0.082

0.242

0.553

0.235

Less

distributions

from:

Net

investment

income

..........................

(0.464)

(0.442)

(0.392)

(0.333)

(0.415)

Net

asset

value,

end

of

year

.......................

$6.99

$8.18

$8.54

$8.69

$8.47

Total

return

....................................

(9.13)%

0.98%

2.73%

6.71%

3.07%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.58%

0.55%

0.55%

0.55%

0.55%

Expenses

net

of

waiver

and

payments

by

affiliates

b

......

0.53%

0.53%

0.53%

0.53%

0.53%

Net

investment

income

...........................

5.41%

5.29%

4.60%

3.78%

5.03%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$394,720

$1,054,679

$1,760,544

$2,090,626

$1,363,955

Portfolio

turnover

rate

............................

16.80%

27.92%

c

49.97%

67.00%

28.94%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchas-

es

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

c

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

6

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments,

July

31,

2020

Franklin

Floating

Rate

Master

Series

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

14

a

a

Country

Shares

a

Value

%

of

Net

Assets

a

Common

Stocks

Aerospace

&

Defense

a,b,c

Remington

Outdoor

Co.,

Inc.

.....................

United

States

1,048,435

$

262,109

0.07

b

Oil

&

Gas

Exploration

&

Production

b

Samson

Resources

II

LLC

.......................

United

States

155,501

855,256

0.22

b

Paper

Products

a,b,c,d

Appvion

Operations,

Inc.

........................

United

States

563,596

11,034,433

2.79

b

Trucking

a,b,d

Onsite

Rental

Group

Operations

Pty.

Ltd.

...........

United

States

5,879,078

171,018

0.04

b

Total

Common

Stocks

(Cost

$50,101,361)

...............................

12,322,816

3.12

Management

Investment

Companies

Asset

Management

&

Custody

Banks

e

Franklin

Floating

Rate

Income

Fund

...............

United

States

1,464,632

10,750,395

2.72

e

Franklin

Liberty

Senior

Loan

ETF

.................

United

States

957,785

22,912,133

5.81

33,662,528

8.53

Total

Management

Investment

Companies

(Cost

$38,465,249)

.............

33,662,528

8.53

Principal

Amount

*

a

a

a

a

a

Corporate

Bonds

Trucking

a,f

Onsite

Rental

Group

Operations

Pty.

Ltd.,

PIK,

6.1%,

10/26/23

..................................

United

States

10,725,759

8,881,805

2.25

Total

Corporate

Bonds

(Cost

$11,235,808)

...............................

8,881,805

2.25

g,h

Senior

Floating

Rate

Interests

Aerospace

&

Defense

AI

Convoy

(Luxembourg)

SARL,

Facility

USD

Term

Loan,

B,

4.65%,

(6-month

USD

LIBOR

+

3.5%),

1/18/27

...

Luxembourg

1,237,898

1,205,403

0.31

f

Alloy

FinCo

Ltd.,

Facility

Term

Loan,

0.5%,

PIK,

3/06/25

Jersey

8,767,344

3,287,754

0.83

h

Dynasty

Acquisition

Co.,

Inc.,

2020

Term

Loan

,

B1,

3.808%,

(3-month

USD

LIBOR

+

3.5%),

4/06/26

..

United

States

412,004

332,807

0.08

B2,

3.808%,

(3-month

USD

LIBOR

+

3.5%),

4/06/26

..

United

States

221,507

178,929

0.05

a

FGI

Operating

Co.

LLC,

Initial

Term

Loan,

9.5%,

(3-month

USD

LIBOR

+

7.5%),

5/17/21

...................

United

States

6,848,631

6,848,688

1.73

a,f

FGI

Operating

Co.

LLC,

Term

Loan,

12%,

PIK,

(3-month

USD

LIBOR

+

11%),

5/16/22

...................

United

States

11,513,813

6,347,940

1.61

18,201,521

4.61

a

a

a

a

a

a

Air

Freight

&

Logistics

XPO

Logistics,

Inc.,

2018

Refinancing

Term

Loan,

2.161%,

(1-month

USD

LIBOR

+

2%),

2/24/25

......

United

States

840,000

831,425

0.21

Airlines

Allegiant

Travel

Co.,

Replacement

Term

Loan,

3.434%,

(3-month

USD

LIBOR

+

3%),

2/05/24

.............

United

States

4,688,535

4,231,403

1.07

JetBlue

Airways

Corp.,

Term

Loan,

6.25%,

(3-month

USD

LIBOR

+

5.25%),

6/17/24

......................

United

States

439,651

434,925

0.11

Kestrel

Bidco,

Inc.,

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

12/11/26

.............................

Canada

2,911,487

2,152,681

0.55

6,819,009

1.73

a

a

a

a

a

a

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

15

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Alternative

Carriers

Lineage

Logistics

LLC,

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

2/27/25

........................

United

States

795,929

$

783,866

0.20

Zayo

Group

Holdings,

Inc.,

Initial

Dollar

Term

Loan,

3.161%,

(1-month

USD

LIBOR

+

3%),

3/09/27

......

United

States

698,250

680,357

0.17

1,464,223

0.37

a

a

a

a

a

a

Apparel,

Accessories

&

Luxury

Goods

Champ

Acquisition

Corp.,

First

Lien,

Initial

Term

Loan,

6.572%,

(3-month

USD

LIBOR

+

5.5%),

12/19/25

....

United

States

1,086,005

1,053,425

0.27

Application

Software

j

Blackboard,

Inc.,

First

Lien,

Term

Loan,

B5,

7%,

(3-month

USD

LIBOR

+

6%),

6/30/24

....................

United

States

500,000

473,437

0.12

Ceridian

HCM

Holding,

Inc.,

Initial

Term

Loan,

2.611%,

(1-week

USD

LIBOR

+

2.5%),

4/30/25

............

United

States

696,456

679,480

0.17

i,j

Epicor

Software

Corp.,

Term

Loan,

TBD,

7/17/27

......

United

States

572,942

573,556

0.14

i,j

Mitchell

International,

Inc.,

Add-on

Term

Loan,

TBD,

1/21/21

...................................

United

States

600,000

580,750

0.15

Solera

LLC

(Solera

Finance,

Inc.),

Dollar

Term

Loan,

2.911%,

(1-month

USD

LIBOR

+

2.75%),

3/03/23

....

United

States

498,698

491,495

0.12

Surf

Holdings

SARL,

First

Lien,

Dollar

Term

Loan,

3.827%,

(3-month

USD

LIBOR

+

3.5%),

1/15/27

.....

Luxembourg

1,702,410

1,666,234

0.42

Ultimate

Software

Group,

Inc.

(The),

First

Lien,

2020

Incremental

Term

Loan,

4.75%,

(3-month

USD

LIBOR

+

4%),

5/04/26

...............................

United

States

381,802

382,608

0.10

j

Ultimate

Software

Group,

Inc.

(The),

First

Lien,

Initial

Term

Loan,

3.911%,

(1-month

USD

LIBOR

+

3.75%),

5/04/26

...................................

United

States

648,367

643,869

0.16

j

Veritas

US,

Inc.,

New

Dollar

Term

Loan,

B,

5.5%,

(3-month

USD

LIBOR

+

4.5%),

1/27/23

...........

United

States

498,711

480,113

0.12

5,971,542

1.50

a

a

a

a

a

a

Asset

Management

&

Custody

Banks

Russell

Investments

US

Institutional

Holdco,

Inc.,

Initial

Term

Loan,

3.822%,

(3-month

USD

LIBOR

+

2.75%),

6/01/23

...................................

United

States

2,258,950

2,231,418

0.56

Auto

Parts

&

Equipment

Adient

US

LLC,

Initial

Term

Loan,

4.49%,

(3-month

USD

LIBOR

+

4.25%;

1-month

USD

LIBOR

+

4.25%),

5/06/24

...................................

United

States

3,428,280

3,390,426

0.86

Panther

BF

Aggregator

2

LP,

First

Lien,

Initial

Dollar

Term

Loan,

3.667%,

(1-month

USD

LIBOR

+

3.5%),

4/30/26

Canada

3,986,661

3,903,918

0.99

TI

Group

Automotive

Systems

LLC,

Initial

U.S.

Term

Loan,

3.25%,

(1-month

USD

LIBOR

+

2.5%),

6/30/22

.

United

States

2,645,397

2,585,875

0.66

i,j

TRICO

Group

LLC,

Term

Loan,

B,

TBD,

2/02/24

......

United

States

631,079

607,413

0.15

10,487,632

2.66

a

a

a

a

a

a

Automobile

Manufacturers

Thor

Industries,

Inc.,

Initial

USD

Term

Loan,

3.938%,

(1-month

USD

LIBOR

+

3.75%),

2/01/26

..........

United

States

2,747,883

2,715,252

0.69

Automotive

Retail

Harbor

Freight

Tools

USA,

Inc.,

2018

Initial

Term

Loan,

3.25%,

(1-month

USD

LIBOR

+

2.5%),

8/18/23

......

United

States

371,085

364,326

0.09

Wand

NewCo

3,

Inc.,

First

Lien,

Term

Loan,

B1,

4.072%,

(3-month

USD

LIBOR

+

3%),

2/05/26

.............

United

States

1,485,038

1,421,460

0.36

1,785,786

0.45

a

a

a

a

a

a

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

16

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Biotechnology

Grifols

Worldwide

Operations

Ltd.,

Dollar

Term

Loan,

B,

2.111%,

(1-week

USD

LIBOR

+

2%),

11/15/27

......

Ireland

2,114,631

$

2,076,663

0.53

Horizon

Therapeutics

USA,

Inc.,

Seventh

Amendment

Refinancing

Term

Loan,

2.438%,

(1-month

USD

LIBOR

+

2.25%),

5/22/26

...........................

United

States

4,604,270

4,535,206

1.15

6,611,869

1.68

a

a

a

a

a

a

Broadcasting

Gray

Television,

Inc.,

Term

Loan,

B2,

2.421%,

(1-month

USD

LIBOR

+

2.25%),

2/07/24

..................

United

States

5,764,652

5,635,668

1.43

Mission

Broadcasting,

Inc.,

Term

Loan,

B3,

2.421%,

(1-month

USD

LIBOR

+

2.25%),

1/17/24

..........

United

States

938,142

913,125

0.23

Nexstar

Broadcasting,

Inc.,

Term

Loan,

B3,

2.416%,

(1-month

USD

LIBOR

+

2.25%),

1/17/24

..........

United

States

3,655,968

3,558,474

0.90

Sinclair

Television

Group,

Inc.,

Term

Loan,

B,

2.42%,

(1-month

USD

LIBOR

+

2.25%),

1/03/24

..........

United

States

8,115,005

7,927,345

2.01

18,034,612

4.57

a

a

a

a

a

a

Cable

&

Satellite

CSC

Holdings

LLC,

March

2017

Refinancing

Term

Loan,

2.425%,

(1-month

USD

LIBOR

+

2.25%),

7/17/25

....

United

States

7,961,824

7,716,002

1.96

WideOpenWest

Finance

LLC,

Eighth

Amendment

Term

Loan,

B,

4.25%,

(1-month

USD

LIBOR

+

3.25%),

8/18/23

...................................

United

States

541,064

534,572

0.14

8,250,574

2.10

a

a

a

a

a

a

Casinos

&

Gaming

Boyd

Gaming

Corp.,

Refinancing

Term

Loan,

B,

2.361%,

(1-week

USD

LIBOR

+

2.25%),

9/15/23

...........

United

States

2,841,373

2,758,160

0.70

Boyd

Gaming

Corp.,

Term

Loan,

A,

3.25%,

(1-week

USD

LIBOR

+

2.75%),

9/15/21

......................

United

States

1,969,964

1,950,265

0.49

h

Caesars

Resort

Collection

LLC,

Term

Loan

,

B,

2.911%,

(1-month

USD

LIBOR

+

2.75%),

12/23/24

.

United

States

5,045,963

4,658,055

1.18

B1,

4.715%,

(3-month

USD

LIBOR

+

4.5%;

1-month

USD

LIBOR

+

4.5%),

7/21/25

...................

United

States

345,440

334,069

0.08

Flutter

Entertainment

plc,

USD

Term

Loan,

3.808%,

(3-month

USD

LIBOR

+

3.5%),

7/10/25

...........

Netherlands

919,019

920,053

0.23

Station

Casinos

LLC,

Facility

Term

Loan,

B1,

2.5%,

(1-month

USD

LIBOR

+

2.25%),

2/08/27

..........

United

States

2,323,097

2,151,768

0.55

12,772,370

3.23

a

a

a

a

a

a

Commodity

Chemicals

Axalta

Coating

Systems

Dutch

Holding

B

BV

(Axalta

Coating

Systems

U.S.

Holdings,

Inc.),

Dollar

Term

Loan,

B3,

2.058%,

(3-month

USD

LIBOR

+

1.75%),

6/01/24

...................................

Netherlands

2,496,912

2,443,074

0.62

Cyanco

Intermediate

2

Corp.,

First

Lien,

Initial

Term

Loan,

3.661%,

(1-month

USD

LIBOR

+

3.5%),

3/16/25

.....

United

States

300,000

294,625

0.08

h

Univar

Solutions

USA,

Inc.,

Term

Loan

,

B3,

2.411%,

(1-month

USD

LIBOR

+

2.25%),

7/01/24

.

United

States

1,822,270

1,794,081

0.45

B5,

2.161%,

(1-month

USD

LIBOR

+

2%),

7/01/26

...

United

States

352,358

341,934

0.09

4,873,714

1.24

a

a

a

a

a

a

Communications

Equipment

CommScope,

Inc.,

Initial

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

4/06/26

..................

United

States

4,023,751

3,946,419

1.00

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

17

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Construction

&

Engineering

Strike

LLC,

Term

Loan,

9.072%,

(3-month

USD

LIBOR

+

8%),

11/30/22

..............................

United

States

6,431,979

$

5,338,542

1.35

Consumer

Electronics

Playtika

Holding

Corp.,

Term

Loan,

B,

7.072%,

(3-month

USD

LIBOR

+

6%),

12/10/24

...................

United

States

2,359,500

2,385,122

0.60

Data

Processing

&

Outsourced

Services

Neustar,

Inc.,

First

Lien,

Term

Loan,

B5,

5.572%,

(3-month

USD

LIBOR

+

4.5%),

8/08/24

...........

United

States

1,970,368

1,847,712

0.47

Pitney

Bowes,

Inc.,

Incremental

Term

Loan,

B,

5.68%,

(1-month

USD

LIBOR

+

5.5%),

1/07/25

...........

United

States

2,370,368

2,216,294

0.56

WEX,

Inc.,

Term

Loan,

B3,

2.411%,

(1-month

USD

LIBOR

+

2.25%),

5/15/26

...........................

United

States

1,227,723

1,191,505

0.30

5,255,511

1.33

a

a

a

a

a

a

Distributors

Resideo

Funding,

Inc.,

Term

Loan,

A,

2.56%,

(3-month

USD

LIBOR

+

2.25%),

10/25/23

.................

United

States

7,955,000

7,930,141

2.01

Diversified

Banks

Finastra

Ltd.,

First

Lien,

Dollar

Term

Loan,

4.5%,

(3-month

USD

LIBOR

+

3.5%),

6/13/24

...........

United

Kingdom

3,376,778

3,135,480

0.79

Diversified

Capital

Markets

i,j

Vertical

Midco

GmbH,

USD

Term

Loan,

TBD,

6/30/27

..

Germany

1,236,519

1,221,546

0.31

Diversified

Support

Services

Legalzoom.com,

Inc.,

First

Lien,

2018

Term

Loan,

4.661%,

(1-month

USD

LIBOR

+

4.5%),

11/21/24

....

United

States

4,031,307

3,970,837

1.01

Electric

Utilities

EFS

Cogen

Holdings

I

LLC,

Term

Loan

Advance,

B2,

4.25%,

(3-month

USD

LIBOR

+

3.25%;

1-month

USD

LIBOR

+

3.25%),

6/28/23

......................

United

States

1,638,838

1,625,727

0.41

Vistra

Operations

Co.

LLC,

2018

Incremental

Term

Loan,

1.915%,

(1-month

USD

LIBOR

+

1.75%),

12/31/25

...

United

States

236,701

233,742

0.06

1,859,469

0.47

a

a

a

a

a

a

Environmental

&

Facilities

Services

Harsco

Corp.,

Term

Loan,

B2,

3.25%,

(1-month

USD

LIBOR

+

2.25%),

12/06/24

.....................

United

States

373,672

371,454

0.09

Food

Distributors

Nutraceutical

International

Corp.,

First

Lien,

New

Term

Loan,

4.25%,

(1-month

USD

LIBOR

+

3.25%),

8/23/23

United

States

2,845,835

2,703,544

0.68

Food

Retail

BI-LO

LLC,

FILO

Term

Loan,

6.25%,

(3-month

USD

LIBOR

+

5.25%),

5/31/22

......................

United

States

3,500,000

3,504,375

0.89

General

Merchandise

Stores

f

99

Cents

Only

Stores

LLC,

First

Lien,

Term

Loan,

B2,

7.148%,

PIK,

(3-month

USD

LIBOR

+

6.5%),

1/13/22

.

United

States

13,194,365

11,973,887

3.03

Health

Care

Facilities

Global

Medical

Response,

Inc.,

2018

New

Term

Loan,

5.25%,

(3-month

USD

LIBOR

+

4.25%),

3/14/25

.....

United

States

846,630

830,050

0.21

j

Pathway

Vet

Alliance

LLC,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

3/31/27

......

United

States

989,033

970,025

0.24

1,800,075

0.45

a

a

a

a

a

a

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

18

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Health

Care

Services

DaVita,

Inc.,

Term

Loan,

B1,

1.911%,

(1-month

USD

LIBOR

+

1.75%),

8/12/26

......................

United

States

1,428,802

$

1,405,941

0.36

h

National

Mentor

Holdings,

Inc.,

First

Lien,

Initial

Term

Loan

,

4.42%,

(1-month

USD

LIBOR

+

4.25%),

3/09/26

.....

United

States

3,474,515

3,415,449

0.86

C,

4.42%,

(1-month

USD

LIBOR

+

4.25%),

3/09/26

..

United

States

158,198

155,430

0.04

Navicure,

Inc.,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

10/22/26

............

United

States

997,500

979,004

0.25

Phoenix

Guarantor,

Inc.,

First

Lien,

Term

Loan,

B1,

3.425%,

(1-month

USD

LIBOR

+

3.25%),

3/05/26

....

United

States

1,489,968

1,461,410

0.37

j

Radiology

Partners,

Inc.,

First

Lien,

Term

Loan,

B,

5.64%,

(3-month

USD

LIBOR

+

4.25%),

7/09/25

..........

United

States

400,000

380,200

0.10

U.S.

Anesthesia

Partners,

Inc.,

First

Lien,

Initial

Term

Loan,

4%,

(3-month

USD

LIBOR

+

3%),

6/23/24

.....

United

States

298,462

277,420

0.07

8,074,854

2.05

a

a

a

a

a

a

Health

Care

Technology

Inovalon

Holdings,

Inc.,

Refinancing

Date

Term

Loan,

3.188%,

(1-month

USD

LIBOR

+

3%),

4/02/25

......

United

States

337,554

332,771

0.08

IQVIA,

Inc.,

Dollar

Term

Loan,

B1,

2.5%,

(1-month

USD

LIBOR

+

1.75%),

3/07/24

......................

United

States

1,711,250

1,684,053

0.43

2,016,824

0.51

a

a

a

a

a

a

Household

Products

Knowlton

Development

Corp.,

Inc.,

2020

Initial

Term

Loan,

4.058%,

(3-month

USD

LIBOR

+

3.75%),

12/22/25

..................................

Canada

1,061,577

1,041,673

0.26

Industrial

Machinery

Altra

Industrial

Motion

Corp.,

Term

Loan,

2.161%,

(1-month

USD

LIBOR

+

2%),

9/26/25

.............

United

States

2,868,772

2,789,881

0.71

Navistar,

Inc.,

Term

Loan,

B,

3.69%,

(1-month

USD

LIBOR

+

3.5%),

11/06/24

......................

United

States

6,101,387

5,928,516

1.50

8,718,397

2.21

a

a

a

a

a

a

Insurance

Brokers

Alliant

Holdings

Intermediate

LLC,

2018

Initial

Term

Loan,

2.911%,

(1-month

USD

LIBOR

+

2.75%),

5/09/25

....

United

States

2,158,985

2,092,190

0.53

Integrated

Telecommunication

Services

Global

Tel

Link,

First

Lien,

Term

Loan,

4.411%,

(1-month

USD

LIBOR

+

4.25%),

11/29/25

.................

United

States

4,809,873

4,206,633

1.07

Global

Tel

Link,

Second

Lien,

Term

Loan,

8.411%,

(1-month

USD

LIBOR

+

8.25%),

11/20/26

..........

United

States

3,809,967

2,705,076

0.68

West

Corp.,

Initial

Term

Loan,

LOAN

Note,

B,

5%,

(3-month

USD

LIBOR

+

4%),

10/10/24

............

United

States

1,195,672

1,055,928

0.27

7,967,637

2.02

a

a

a

a

a

a

Internet

&

Direct

Marketing

Retail

j

MH

Sub

I

LLC

(Micro

Holding

Corp.),

First

Lien,

Amendment

No.

2

Initial

Term

Loan,

Internet

Brands

Inc

Note,

4.572%,

(3-month

USD

LIBOR

+

3.5%),

9/13/24

United

States

500,000

487,916

0.12

Internet

Services

&

Infrastructure

Go

Daddy

Operating

Co.

LLC,

Term

Loan,

B2,

1.911%,

(1-month

USD

LIBOR

+

1.75%),

2/15/24

..........

United

States

491,768

480,089

0.12

Informatica

LLC,

Dollar

2020

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

2/25/27

..........

United

States

1,456,350

1,425,857

0.36

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

19

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Internet

Services

&

Infrastructure

(continued)

TIBCO

Software,

Inc.,

Term

Loan,

B3,

3.92%,

(1-month

USD

LIBOR

+

3.75%),

6/30/26

..................

United

States

5,573,902

$

5,392,751

1.37

7,298,697

1.85

a

a

a

a

a

a

IT

Consulting

&

Other

Services

Aventiv

Technologies

LLC,

First

Lien,

Initial

Term

Loan,

5.5%,

(3-month

USD

LIBOR

+

4.5%),

11/01/24

......

United

States

984,849

791,572

0.20

Conduent,

Inc.,

Term

Loan,

B,

2.661%,

(1-month

USD

LIBOR

+

2.5%),

12/07/23

......................

United

States

234,686

218,258

0.06

1,009,830

0.26

a

a

a

a

a

a

Leisure

Facilities

j,k

24

Hour

Fitness

Worldwide,

Inc.,

Debtor-in-possession

New

Money

Term

Loan,

11%,

6/17/21

............

United

States

732,917

703,601

0.18

l

24

Hour

Fitness

Worldwide,

Inc.,

Term

Loan,

4.95%,

(3-month

USD

LIBOR

+

3.5%),

5/30/25

...........

United

States

9,226,139

2,091,261

0.53

2,794,862

0.71

a

a

a

a

a

a

Leisure

Products

NASCAR

Holdings

LLC,

Initial

Term

Loan,

2.922%,

(1-month

USD

LIBOR

+

2.75%),

10/19/26

.........

United

States

2,913,869

2,858,828

0.72

Metal

&

Glass

Containers

BWay

Holding

Co.,

Initial

Term

Loan,

3.523%,

(3-month

USD

LIBOR

+

3.25%),

4/03/24

..................

United

States

1,097,172

1,027,325

0.26

Movies

&

Entertainment

j

Banijay

Entertainment

SAS,

Facility

USD

Term

Loan,

3.912%,

(1-month

USD

LIBOR

+

3.75%),

3/04/25

....

France

424,000

411,280

0.10

Diamond

Sports

Group

LLC,

Term

Loan,

3.42%,

(1-month

USD

LIBOR

+

3.25%),

8/24/26

..................

United

States

3,831,222

3,098,501

0.79

Lions

Gate

Capital

Holdings

LLC,

Term

Loan,

A,

1.911%,

(1-month

USD

LIBOR

+

1.75%),

3/22/23

..........

United

States

3,752,129

3,620,804

0.92

7,130,585

1.81

a

a

a

a

a

a

Office

Services

&

Supplies

Staples,

Inc.,

2019

Refinancing

New

Term

Loan,

B1,

5.687%,

(1-month

USD

LIBOR

+

5%),

4/16/26

......

United

States

897,519

776,354

0.20

Oil

&

Gas

Exploration

&

Production

l

Fieldwood

Energy

LLC,

First

Lien,

Closing

Date

Term

Loan,

6.25%,

(3-month

USD

LIBOR

+

5.25%),

4/11/22

United

States

25,460,344

6,746,991

1.71

UTEX

Industries,

Inc.,

First

Lien,

Initial

Term

Loan,

8.25%,

(3-month

USD

LIBOR

+

5%),

5/21/21

.............

United

States

14,098,581

4,053,342

1.03

UTEX

Industries,

Inc.,

Second

Lien,

Initial

Term

Loan,

8.561%,

(3-month

USD

LIBOR

+

7.25%),

5/20/22

....

United

States

128,288

16,998

0.00

†

10,817,331

2.74

a

a

a

a

a

a

Oil

&

Gas

Storage

&

Transportation

Centurion

Pipeline

Co.

LLC,

Initial

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

9/29/25

..........

United

States

1,292,592

1,246,005

0.32

Packaged

Foods

&

Meats

CSM

Bakery

Solutions

LLC,

Term

Loan,

7.25%,

7/04/23

Netherlands

10,027,732

9,426,068

2.39

CSM

Bakery

Solutions

Ltd.,

Second

Lien,

Term

Loan,

11%,

(3-month

USD

LIBOR

+

10%),

7/05/21

........

United

States

4,459,378

3,656,690

0.93

JBS

USA

Lux

SA,

New

Term

Loan,

3.072%,

(3-month

USD

LIBOR

+

2%),

5/01/26

....................

Luxembourg

5,633,103

5,471,934

1.38

18,554,692

4.70

a

a

a

a

a

a

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

20

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Paper

Packaging

h

Berry

Global,

Inc.,

Term

Loan

,

W,

2.188%,

(1-month

USD

LIBOR

+

2%),

10/01/22

...

United

States

840,881

$

828,151

0.21

Y,

2.188%,

(1-month

USD

LIBOR

+

2%),

7/01/26

....

United

States

5,998,942

5,841,470

1.48

6,669,621

1.69

a

a

a

a

a

a

Paper

Products

c

Appvion

Operations,

Inc.,

Term

Loan,

7%,

(3-month

USD

LIBOR

+

6%),

6/12/26

........................

United

States

5,595,054

5,483,153

1.39

Personal

Products

Coty,

Inc.,

USD

Term

Loan,

B,

2.416%,

(1-month

USD

LIBOR

+

2.25%),

4/07/25

......................

United

States

398,982

345,918

0.09

Sunshine

Luxembourg

VII

SARL,

Facility

Term

Loan,

B1,

5.322%,

(6-month

USD

LIBOR

+

4.25%),

10/01/26

...

Luxembourg

2,119,350

2,112,727

0.53

2,458,645

0.62

a

a

a

a

a

a

Pharmaceuticals

Bausch

Health

Cos.,

Inc.,

Initial

Term

Loan,

3.176%,

(1-month

USD

LIBOR

+

3%),

6/02/25

.............

Canada

5,965,279

5,879,528

1.49

Catalent

Pharma

Solutions,

Inc.,

Dollar

Term

Loan,

B2,

3.25%,

(1-month

USD

LIBOR

+

2.25%),

5/18/26

.....

United

States

1,479,522

1,475,206

0.37

Mallinckrodt

International

Finance

SA,

2017

Term

Loan,

B,

3.5%,

(3-month

USD

LIBOR

+

2.75%),

9/24/24

...

Luxembourg

702,689

590,552

0.15

7,945,286

2.01

a

a

a

a

a

a

Property

&

Casualty

Insurance

Asurion

LLC,

Amendment

No.

14

Replacement

Term

Loan,

B4,

3.161%,

(1-month

USD

LIBOR

+

3%),

8/04/22

...................................

United

States

3,472,923

3,434,721

0.87

Asurion

LLC,

Replacement

Term

Loan,

B6,

3.161%,

(1-month

USD

LIBOR

+

3%),

11/03/23

............

United

States

141,948

140,209

0.04

Asurion

LLC,

Second

Lien,

Replacement

Term

Loan,

B2,

6.661%,

(1-month

USD

LIBOR

+

6.5%),

8/04/25

.....

United

States

80,342

81,095

0.02

3,656,025

0.93

a

a

a

a

a

a

Publishing

Nielsen

Finance

LLC

(VNU,

Inc.),

Term

Loan,

B4,

2.183%,

(1-month

USD

LIBOR

+

2%),

10/04/23

.....

United

States

1,674,046

1,633,895

0.41

Nielsen

Finance

LLC,

Dollar

Term

Loan,

B5,

4.75%,

(1-month

USD

LIBOR

+

3.75%),

6/04/25

..........

United

States

211,590

212,516

0.05

1,846,411

0.46

a

a

a

a

a

a

Railroads

Genesee

&

Wyoming,

Inc.,

Initial

Term

Loan,

2.308%,

(3-month

USD

LIBOR

+

2%),

12/30/26

............

United

States

643,539

632,629

0.16

Ventia

Midco

Pty.

Ltd.,

2017

Refinancing

USD

Term

Loan,

B2,

5%,

(3-month

USD

LIBOR

+

4%),

5/21/26

......

Australia

5,681,715

5,660,409

1.43

6,293,038

1.59

a

a

a

a

a

a

Restaurants

l

NPC

International,

Inc.,

Second

Lien,

Initial

Term

Loan,

9.277%,

(1-month

USD

LIBOR

+

7.5%),

4/18/25

.....

United

States

4,842,941

121,074

0.03

Security

&

Alarm

Services

j

Prime

Security

Services

Borrower

LLC,

First

Lien,

2019

Refinancing

Term

Loan,

B1,

4.25%,

(3-month

USD

LIBOR

+

3.25%;

1-month

USD

LIBOR

+

3.25%),

9/23/26

...................................

United

States

500,000

492,396

0.12

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

21

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Specialized

Consumer

Services

j

Sedgwick

Claims

Management

Services,

Inc.

(Lightning

Cayman

Merger

Sub

Ltd.),

Initial

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

12/31/25

.........

United

States

500,000

$

478,393

0.12

Specialized

Finance

Verscend

Holding

Corp.,

Term

Loan,

B,

4.661%,

(1-month

USD

LIBOR

+

4.5%),

8/27/25

...................

United

States

162,340

162,035

0.04

Specialty

Chemicals

Illuminate

Buyer

LLC,

Term

Loan,

4.308%,

(3-month

USD

LIBOR

+

4%),

6/30/27

........................

United

States

284,480

281,991

0.07

Specialty

Stores

General

Nutrition

Centers,

Inc.,

Debtor-in-possession

New

Money

Term

Loan,

14%,

(6-month

USD

LIBOR

+

13%),

12/23/20

.............................

United

States

4,926,290

4,950,921

1.26

General

Nutrition

Centers,

Inc.,

Debtor-in-possession

Roll-Up

Term

Loan,

B2,

12.25%,

12/23/20

.........

United

States

4,926,290

4,950,921

1.25

General

Nutrition

Centers,

Inc.,

FILO

Term

Loan,

10%,

12/23/20

..................................

United

States

1,155,266

1,100,391

0.28

l

General

Nutrition

Centers,

Inc.,

Term

Loan,

B2,

9.5%,

(1-month

USD

LIBOR

+

8.75%),

3/04/21

..........

United

States

11,335,686

8,022,356

2.03

Michaels

Stores,

Inc.,

2018

New

Replacement

Term

Loan,

B,

3.534%,

(3-month

USD

LIBOR

+

2.5%;

1-month

USD

LIBOR

+

2.5%),

1/30/23

............

United

States

904,545

863,558

0.22

PetSmart,

Inc.,

Amended

Term

Loan,

5%,

(3-month

USD

LIBOR

+

4%),

3/11/22

........................

United

States

611,759

610,762

0.16

20,498,909

5.20

a

a

a

a

a

a

Systems

Software

athenahealth,

Inc.,

First

Lien,

Term

Loan,

B,

4.818%,

(3-month

USD

LIBOR

+

4.5%),

2/05/26

...........

United

States

468,813

463,246

0.12

DCert

Buyer,

Inc.,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

10/16/26

............

United

States

2,584,301

2,552,803

0.65

Hyland

Software,

Inc.,

First

Lien,

2018

Refinancing

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3.25%),

7/01/24

..

United

States

1,244,933

1,225,654

0.31

Idera,

Inc.,

First

Lien,

Initial

Term

Loan,

5.08%,

(3-month

USD

LIBOR

+

4%),

6/28/24

....................

United

States

885,404

873,229

0.22

Ivanti

Software,

Inc.,

First

Lien,

Term

Loan,

5.25%,

(1-month

USD

LIBOR

+

4.25%),

1/20/24

..........

United

States

399,027

386,807

0.10

Perforce

Software,

Inc.,

First

Lien,

New

Term

Loan,

3.911%,

(1-month

USD

LIBOR

+

3.75%),

7/01/26

....

United

States

1,815,875

1,768,966

0.45

Quest

Software

US

Holdings,

Inc.,

First

Lien,

Initial

Term

Loan,

4.511%,

(3-month

USD

LIBOR

+

4.25%),

5/16/25

United

States

645,076

631,771

0.16

j

Vertafore,

Inc.,

First

Lien,

Initial

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

7/02/25

..........

United

States

1,554,950

1,483,357

0.38

9,385,833

2.39

a

a

a

a

a

a

Technology

Hardware,

Storage

&

Peripherals

Amentum

Government

Services

Holdings

LLC,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

1/29/27

...................................

United

States

900,000

897,187

0.23

Trucking

Avis

Budget

Car

Rental

LLC,

New

Term

Loan,

B,

2.42%,

(1-month

USD

LIBOR

+

2.25%),

8/06/27

..........

United

States

3,806,269

3,458,353

0.88

Kenan

Advantage

Group

Holdings

Corp.

(The),

Initial

Canadian

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

7/29/22

...................................

United

States

198,758

185,093

0.05

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

22

a

a

Country

Principal

Amount

*

a

Value

%

of

Net

Assets

a

a

a

a

a

a

g,h

Senior

Floating

Rate

Interests

(continued)

Trucking

(continued)

Kenan

Advantage

Group

Holdings

Corp.

(The),

Initial

U.S.

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

7/29/22

United

States

835,816

$

778,353

0.20

a

Onsite

Rental

Group

Operations

Pty.

Ltd.,

Term

Loan,

B,

5.5%,

(1-month

USD

LIBOR

+

4.5%),

10/26/22

......

Australia

7,844,959

6,916,082

1.75

11,337,881

2.88

a

a

a

a

a

a

Wireless

Telecommunication

Services

T-Mobile

USA,

Inc.,

Term

Loan,

3.161%,

(1-month

USD

LIBOR

+

3%),

4/01/27

........................

United

States

423,808

425,805

0.11

Total

Senior

Floating

Rate

Interests

(Cost

$386,756,197)

..................

319,848,457

81.03

Asset-Backed

Securities

Specialized

Finance

m,n

Carlyle

Global

Market

Strategies

CLO

Ltd.,

2015-5A,

A1R,

144A,

FRN,

1.592%,

(3-month

USD

LIBOR

+

1.32%),

1/20/32

.............................

United

States

4,500,000

4,427,442

1.12

Total

Asset-Backed

Securities

(Cost

$4,417,426)

.........................

4,427,442

1.12

Shares

Escrows

and

Litigation

Trusts

a,b

Millennium

Corporate

Claim

Trust,

Escrow

Account

....

United

States

6,589,709

—

0.00

a,b

Millennium

Lender

Claim

Trust,

Escrow

Account

......

United

States

6,589,709

—

0.00

a,b,c,d

Remington

Outdoor

Co.,

Inc.,

Litigation

Units

.........

United

States

98,704

—

0.00

Total

Escrows

and

Litigation

Trusts

(Cost

$–)

............................

—

0.00

Total

Long

Term

Investments

(Cost

$490,976,041)

........................

379,143,048

96.05

a

Short

Term

Investments

a

a

Principal

Amount

*

a

Value

%

of

Net

Assets

aa

aa

aa

aa

aa

aa

o

Repurchase

Agreements

Joint

Repurchase

Agreement,

0.075%,

8/03/20

(Maturity

Value

$11,020,180)

BNP

Paribas

Securities

Corp.

(Maturity

Value

$6,589,076)

Deutsche

Bank

Securities,

Inc.

(Maturity

Value

$1,607,183)

HSBC

Securities

(USA),

Inc.

(Maturity

Value

$2,823,921)

Collateralized

by

U.S.

Government

Agency

Securities,

4%

-

4.5%,

4/15/50

-

7/20/50;

U.S.

Government

Agency

Strips,

5/15/34

-

2/15/35;

U.S.

Treasury

Bonds,

7.25%,

8/15/22;

and

U.S.

Treasury

Notes,

0.125%

-

2.375%,

3/15/21

-

3/31/25

(valued

at

$11,244,907)

.................

11,020,111

11,020,111

2.79

Total

Repurchase

Agreements

(Cost

$11,020,111)

........................

11,020,111

2.79

a

a

a

Total

Short

Term

Investments

(Cost

$11,020,111

)

.........................

11,020,111

2.79

a

Total

Investments

(Cost

$501,996,152)

..................................

$390,163,159

98.84

Other

Assets,

less

Liabilities

...........................................

4,557,049

1.16

Net

Assets

...........................................................

$394,720,208

100.00

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Master

Series

(continued)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

23

See

Abbreviations

on

page

39

.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.01%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

15

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

12

regarding

holdings

of

5%

voting

securities.

d

See

Note

9

regarding

restricted

securities.

e

See

Note

3(d)

regarding

investments

in

affiliated

management

investment

companies.

f

Income

may

be

received

in

additional

securities

and/or

cash.

g

See

Note

1(e)

regarding

senior

floating

rate

interests.

h

The

coupon

rate

shown

represents

the

rate

at

period

end.

i

A

portion

or

all

of

the

security

represents

an

unsettled

loan

commitment.

The

coupon

rate

is

to-be

determined

(TBD)

at

the

time

of

the

settlement

and

will

be

based

upon

a

reference

index/floor

plus

a

spread.

j

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

k

See

Note

10

regarding

unfunded

loan

commitments.

l

See

Note

7

regarding

defaulted

securities.

m

Security

was

purchased

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933

and

may

be

sold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers

or

in

a

public

offering

registered

under

the

Securities

Act

of

1933.

At

July

31,

2020,

the

value

of

this

security

was

$4,427,442,

representing

1.1%

of

net

assets.

n

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

o

See

Note

1(b)

regarding

joint

repurchase

agreement.

Franklin

Floating

Rate

Master

Trust

Financial

Statements

Statement

of

Assets

and

Liabilities

July

31,

2020

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

24

Franklin

Floating

Rate

Master

Series

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

...................................................................

$397,490,969

Cost

-

Controlled

affiliates

(Note

3

d

and

12

)

.....................................................

24,162,179

Cost

-

Non-controlled

affiliates

(Note

3

d

and

12

)

..................................................

69,322,893

Cost

-

Unaffiliated

repurchase

agreements

......................................................

11,020,111

Value

-

Unaffiliated

issuers

..................................................................

$328,700,825

Value

-

Controlled

affiliates

(Note

3

d

and

12

)

.....................................................

22,912,133

Value

-

Non-controlled

affiliates

(Note

3

d

and

12

)

.................................................

27,530,090

Value

-

Unaffiliated

repurchase

agreements

......................................................

11,020,111

Cash

....................................................................................

283,317

Receivables:

Investment

securities

sold

...................................................................

12,916,798

Dividends

and

interest

.....................................................................

1,344,395

Unrealized

appreciation

on

unfunded

loan

commitments

..............................................

365

Other

assets

..............................................................................

448

Total

assets

..........................................................................

404,708,482

Liabilities:

Payables:

Investment

securities

purchased

..............................................................

7,739,681

Management

fees

.........................................................................

145,954

Distributions

to

shareholders

.................................................................

1,960,419

Unrealized

depreciation

on

unfunded

loan

commitments

..............................................

20,158

Accrued

expenses

and

other

liabilities

...........................................................

122,062

Total

liabilities

.........................................................................

9,988,274

Net

assets,

at

value

.................................................................

$394,720,208

Net

assets

consist

of:

Paid-in

capital

.............................................................................

$793,501,271

Total

distributable

earnings

(losses)

.............................................................

(398,781,063)

Net

assets,

at

value

.................................................................

$394,720,208

Shares

outstanding

.........................................................................

56,436,835

Net

asset

value

and

maximum

offering

price

per

share

($

394,720,208

÷56,436,835

shares

outstanding)

..........

$6.99

Franklin

Floating

Rate

Master

Trust

Financial

Statements

Statement

of

Operations

for

the

year

ended

July

31,

2020

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

25

Franklin

Floating

Rate

Master

Series

Investment

income:

Dividends:

Unaffiliated

issuers

........................................................................

$869,620

Controlled

affiliates

(Note

3

d

and

12

)

...........................................................

948,514

Non-controlled

affiliates

(Note

3

d

and

12

)

.......................................................

1,273,321

Interest:

Unaffiliated

issuers

........................................................................

34,043,752

Non-controlled

affiliates

(Note

3

d

and

12

)

.......................................................

644,824

Total

investment

income

...................................................................

37,780,031

Expenses:

Management

fees

(Note

3

a

)

...................................................................

3,387,285

Custodian

fees

(Note

4

)

......................................................................

4,869

Reports

to

shareholders

......................................................................

8,478

Registration

and

filing

fees

....................................................................

218

Professional

fees

...........................................................................

171,604

Trustees'

fees

and

expenses

..................................................................

49,517

Other

....................................................................................

48,967

Total

expenses

.........................................................................

3,670,938

Expense

reductions

(Note

4

)

...............................................................

(7,752)

Expenses

waived/paid

by

affiliates

(Note

3

d

and

3

e

)

.............................................

(278,306)

Net

expenses

.........................................................................

3,384,880

Net

investment

income

................................................................

34,395,151

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

......................................................................

(61,123,580)

Controlled

affiliates

(Not

e

3d

and

12)

.........................................................

(234,741)

Non-controlled

affiliates

(Note

3

d

and

12

)

......................................................

(3,716,825)

Swap

contracts

...........................................................................

(483,560)

Net

realized

gain

(loss)

..................................................................

(65,558,706)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

......................................................................

(32,684,880)

Controlled

affiliates

(Not

e

3d

and

12)

.........................................................

(866,325)

Non-controlled

affiliates

(Note

3

d

and

12

)

......................................................

3,242,515

Swap

contracts

...........................................................................

503,467

Net

change

in

unrealized

appreciation

(depreciation)

............................................

(29,805,223)

Net

realized

and

unrealized

gain

(loss)

............................................................

(95,363,929)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

..........................................

$(60,968,778)

Franklin

Floating

Rate

Master

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

26

Franklin

Floating

Rate

Master

Series

Year

Ended

July

31,

2020

Year

Ended

July

31,

2019

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

.................................................

$34,395,151

$83,279,983

Net

realized

gain

(loss)

.................................................

(65,558,706)

(15,933,395)

Net

change

in

unrealized

appreciation

(depreciation)

...........................

(29,805,223)

(52,981,926)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(60,968,778)

14,364,662

Distributions

to

shareholders

.............................................

(39,188,896)

(81,930,270)

Capital

share

transactions

(Note

2)

........................................

(559,801,591)

(638,298,735)

Net

increase

(decrease)

in

net

assets

...................................

(659,959,265)

(705,864,343)

Net

assets:

Beginning

of

year

.......................................................

1,054,679,473

1,760,543,816

End

of

year

...........................................................

$394,720,208

$1,054,679,473

Franklin

Floating

Rate

Master

Trust

27

Annual

Report

Notes

to

Financial

Statements

Franklin

Floating

Rate

Master

Series

1.

Organization

and

Significant

Accounting

Policies

Franklin

Floating

Rate

Master

Trust (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-end

management

investment

company,

consisting

of

two separate

funds

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP).

Franklin

Floating

Rate

Master

Series

(Fund)

is

included

in

this

report.

The

Fund’s

shares

are

exempt

from

registration

under

the

Securities

Act

of

1933. 

The

following

summarizes

the

Fund's

significant

accounting

policies.

a.

Financial

Instrument

Valuation 

The

Fund’s

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The

Fund

calculates

the

net

asset

value

(NAV)

per

share

each business

day as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE),

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Trust's

Board

of

Trustees

(the

Board),

the

Fund's

administrator

has

responsibility

for

oversight

of

valuation,

including

leading

the

cross-functional

Valuation

Committee

(VC).

The

Fund

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

to

determine

fair

value. 

Equity

securities

and

exchange

traded

funds

listed

on

an

exchange

or

on

the

NASDAQ

National

Market

System

are

valued

at

the

last

quoted

sale

price

or

the

official

closing

price of

the

day,

respectively.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

of

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

in

multiple

markets

or

on

multiple

exchanges

are

valued

according

to

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

or

relationships

to

similar

securities. 

Debt

securities

generally

trade

in

the

OTC

market

rather

than

on

a

securities

exchange.

The

Fund’s

pricing

services

use

multiple

valuation

techniques

to

determine

fair

value.

In

instances

where

sufficient

market

activity

exists,

the

pricing

services

may

utilize

a

market-based

approach

through

which

quotes

from

market

makers

are

used

to

determine

fair

value.

In

instances

where

sufficient

market

activity

may

not

exist

or

is

limited,

the

pricing

services

also

utilize

proprietary

valuation

models

which

may

consider

market

characteristics

such

as

benchmark

yield

curves,

credit

spreads,

estimated

default

rates,

anticipated

market

interest

rate

volatility,

coupon

rates,

anticipated

timing

of

principal

repayments,

underlying

collateral,

and

other

unique

security

features

in

order

to

estimate

the

relevant

cash

flows,

which

are

then

discounted

to

calculate

the

fair

value.

Investments

in

open-end

mutual

funds

are

valued

at

the

closing

NAV.

Investments

in

repurchase

agreements

are

valued

at

cost,

which

approximates

fair

value.

Certain

derivative

financial

instruments

are

centrally

cleared

or

trade

in

the

OTC

market.

The

Fund's

pricing

services

use

various

techniques

including

industry

standard

option

pricing

models

and

proprietary

discounted

cash

flow

models

to

determine

the

fair

value

of

those

instruments.

The

Fund's

net

benefit

or

obligation

under

the

derivative

contract,

as

measured

by

the

fair

value

of

the

contract,

is

included

in

net

assets.

The

Fund

has

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the Fund

primarily

employs

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values,

and

other

relevant

information

for

the

investment

to

determine

the

fair

value

of

the

investment.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

b.

Joint

Repurchase

Agreement

The

Fund

enters

into

a

joint

repurchase

agreement

whereby

its

uninvested

cash

balance

is

deposited

into

a

joint

cash

account

with

other

funds

managed

by

the

investment

manager

or

an

affiliate

of

the

investment

manager

and

is

used

to

invest

in

one

or

more

repurchase

agreements.

The

value

and

face

amount

of

the

joint

repurchase

agreement

are

allocated

to

the

funds

based

on

their

pro-rata

interest.

A

repurchase

agreement

is

accounted

for

as

a

loan

by

the

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

28

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

Fund

to

the

seller,

collateralized

by

securities

which

are

delivered

to

the

Fund's

custodian.

The

fair

value,

including

accrued

interest,

of

the

initial

collateralization

is

required

to

be

at

least

102%

of

the

dollar

amount

invested

by

the

funds,

with

the

value

of

the

underlying

securities

marked

to

market

daily

to

maintain

coverage

of

at

least

100%.

Repurchase

agreements

are

subject

to

the

terms

of

Master

Repurchase

Agreements

(MRAs)

with

approved

counterparties

(sellers).

The

MRAs

contain

various

provisions,

including

but

not

limited

to

events

of

default

and

maintenance

of

collateral

for

repurchase

agreements.

In

the

event

of

default

by

either

the

seller

or

the

Fund,

certain

MRAs

may

permit

the

non-

defaulting

party

to

net

and

close-out

all

transactions,

if

any,

traded

under

such

agreements.

The

Fund

may

sell

securities

it

holds

as

collateral

and

apply

the

proceeds

towards

the

repurchase

price

and

any

other

amounts

owed

by

the

seller

to

the

Fund

in

the

event

of

default

by

the

seller.

This

could

involve

costs

or

delays

in

addition

to

a

loss

on

the

securities

if

their

value

falls

below

the

repurchase

price

owed

by

the

seller.

The

joint

repurchase

agreement

held

by

the Fund

at

year

end,

as

indicated

in

the

Statement

of

Investments,

had

been

entered

into

on

July

31,

2020.

c.

Securities

Purchased

on

a

Delayed

Delivery

Basis

The

Fund

purchases

securities

on

a

delayed

delivery

basis,

with

payment

and

delivery

scheduled

for

a

future

date.

These

transactions

are

subject

to

market

fluctuations

and

are

subject

to

the

risk

that

the

value

at

delivery

may

be

more

or

less

than

the

trade

date

purchase

price.

Although

the

Fund

will

generally

purchase

these

securities

with

the

intention

of

holding

the

securities,

it

may

sell

the

securities

before

the

settlement

date.

Sufficient

assets

have

been

segregated

for

these

securities.

d.

Derivative

Financial

Instruments

The

Fund invested

in

derivative

financial

instruments

in

order

to

manage

risk

or

gain

exposure

to

various

other

investments

or

markets.

Derivatives

are

financial

contracts

based

on

an

underlying

or

notional

amount,

require

no

initial

investment

or

an

initial

net

investment

that

is

smaller

than

would

normally

be

required

to

have

a

similar

response

to

changes

in

market

factors,

and

require

or

permit

net

settlement.

Derivatives

contain

various

risks

including

the

potential

inability

of

the

counterparty

to

fulfill

their

obligations

under

the

terms

of

the

contract,

the

potential

for

an

illiquid

secondary

market,

and/or

the

potential

for

market

movements

which

expose

the

Fund

to

gains

or

losses

in

excess

of

the

amounts

shown

in

the

Statement

of

Assets

and

Liabilities.

Realized

gain

and

loss

and

unrealized

appreciation

and

depreciation

on

these

contracts

for

the

period

are

included

in

the

Statement

of

Operations.

Collateral

requirements

differ

by

type

of

derivative.

Collateral

or

initial

margin

requirements

are

set

by

the

broker

or

exchange

clearing

house

for

exchange

traded

and

centrally

cleared

derivatives.

Initial

margin

deposited

is

held

at

the

exchange

and

can

be

in

the

form

of

cash

and/or

securities.

The

Fund

entered

into

credit

default

swap

contracts

primarily

to

manage

and/or

gain

exposure

to

credit

risk.

A

credit

default

swap

is

an

agreement

between

the

Fund

and

a

counterparty

whereby

the

buyer

of

the

contract

receives

credit

protection

and

the

seller

of

the

contract

guarantees

the

credit

worthiness

of

a

referenced

debt

obligation.

These

agreements

may

be

privately

negotiated

in

the

over-the-

counter

market

(OTC

credit

default

swaps)

or

may

be

executed

in

a

multilateral

trade

facility

platform,

such

as

a

registered

exchange

(centrally

cleared

credit

default

swaps).

The

underlying

referenced

debt

obligation

may

be

a

single

issuer

of

corporate

or

sovereign

debt,

a

credit

index,

a

basket

of

issuers

or

indices,

or

a

tranche

of

a

credit

index

or

basket

of

issuers

or

indices.

In

the

event

of

a

default

of

the

underlying

referenced

debt

obligation,

the

buyer

is

entitled

to

receive

the

notional

amount

of

the

credit

default

swap

contract

from

the

seller

in

exchange

for

the

referenced

debt

obligation,

a

net

settlement

amount

equal

to

the

notional

amount

of

the

credit

default

swap

less

the

recovery

value

of

the

referenced

debt

obligation,

or

other

agreed

upon

amount.

For

centrally

cleared

credit

default

swaps,

required

initial

margins

are

pledged

by

the

Fund,

and

the

daily

change

in

fair

value

is

accounted

for

as

a

variation

margin

payable

or

receivable

in

the

Statement

of

Assets

and

Liabilities.

Over

the

term

of

the

contract,

the

buyer

pays

the

seller

a

periodic

stream

of

payments,

provided

that

no

event

of

default

has

occurred.

Such

periodic

payments

are

accrued

daily

as

an

unrealized

appreciation

or

depreciation

until

the

payments

are

made,

at

which

time

they

are

realized.

Upfront

payments

and

receipts

are

reflected

in

the

Statement

of

Assets

and

Liabilities

and

represent

compensating

factors

between

stated

terms

of

the

credit

default

swap

agreement

and

prevailing

market

conditions

(credit

spreads

and

other

1.

Organization

and

Significant

Accounting

Policies

(continued)

b.

Joint

Repurchase

Agreement

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

29

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

relevant

factors).

These

upfront

payments

and

receipts

are

amortized

over

the

term

of

the

contract

as

a

realized

gain

or

loss

in

the

Statement

of

Operations.

See

Note 11

regarding

other

derivative

information.

e.

Senior

Floating

Rate

Interests

The

Fund

invests

in

senior

secured

corporate

loans

that

pay

interest

at

rates

which

are

periodically

reset

by

reference

to

a

base

lending

rate

plus

a

spread.

These

base

lending

rates

are

generally

the

prime

rate

offered

by

a

designated

U.S.

bank

or

the

London

InterBank

Offered

Rate

(LIBOR).

Senior

secured

corporate

loans

often

require

prepayment

of

principal

from

excess

cash

flows

or

at

the

discretion

of

the

borrower.

As

a

result,

actual

maturity

may

be

substantially

less

than

the

stated

maturity.

Senior

secured

corporate

loans

in

which

the Fund

invests

are

generally

readily

marketable,

but

may

be

subject

to

certain

restrictions

on

resale.

On

July

27,

2017,

the

United

Kingdom's

Financial

Conduct

Authority

announced

its

intention

to

cease

sustaining

LIBOR

after

2021.

There

remains

uncertainty

regarding

the

future

utilization

of

LIBOR

and

the

nature

of

any

replacement

rate.

As

such,

the

potential

effect

of

a

transition

away

from

LIBOR

on

the

Fund

or

the

Fund's

investments

that

use

or

may

use

a

floating

rate

based

on

LIBOR

cannot

yet

be

determined.

f.

Income

Taxes

The

Fund

is

a

disregarded

entity

for

U.S.

income

tax

purposes.

As

such,

no

provision

has

been

made

for

income

taxes

because

all

income,

expenses,

gains

and

losses

are

allocated

to

a

non-U.S.

beneficial

owner

for

inclusion

in

its

individual

income

tax

return,

as

applicable.

g.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

Security

transactions

are

accounted

for

on

trade

date.

Realized

gains

and

losses

on

security

transactions

are

determined

on

a

specific

identification

basis.

Interest

income

and

estimated

expenses

are

accrued

daily.

Amortization

of

premium

and

accretion

of

discount

on

debt

securities

are

included

in

interest

income.

Facility

fees

are

recognized

as

income

over

the

expected

term

of

the

loan.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Effective

September

23,

2019,

the

Fund's gross

investment

income

is

distributed

to

the

owner

daily

and

paid

monthly.

Prior

to

that

date,

the

Fund's

net

investment

income

was

distributed

to

the

owner

daily

and

paid

monthly.

Net

capital

gains

(or

losses)

realized

by

the

Fund

will

not

be

distributed.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

These

differences

may

be

permanent

or

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

to

reflect

their

tax

character.

These

reclassifications

have

no

impact

on

net

assets

or

the

results

of

operations.

Temporary

differences

are

not

reclassified,

as

they

may

reverse

in

subsequent

periods.

Common

expenses

incurred

by

the

Trust

are

allocated

among

the

Funds

based

on

the

ratio

of

net

assets

of

each

Fund

to

the

combined

net

assets

of

the

Trust

or

based

on

the

ratio

of

number

of

shareholders

of

each

Fund

to

the

combined

number

of

shareholders

of

the

Trust.

Fund

specific

expenses

are

charged

directly

to

the

Fund

that

incurred

the

expense.

h.

Accounting

Estimates

The

preparation

of

financial

statements

in

accordance

with

U.S.

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

amounts

of

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

i.

Guarantees

and

Indemnifications

Under

the

Trust's

organizational

documents,

its

officers

and

trustees

are

indemnified

by

the

Trust

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Trust.

Additionally,

in

the

normal

course

of

business,

the

Trust,

on

behalf

of

the

Fund,

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The

Trust's

maximum

exposure

under

these

arrangements

is

unknown

as

this

would

involve

future

claims

that

may

be

made

against

the

Trust

that

have

not

yet

occurred.

Currently,

the

Trust

expects

the

risk

of

loss

to

be

remote.

1.

Organization

and

Significant

Accounting

Policies

(continued)

d.

Derivative

Financial

Instruments

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

30

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

2.

Shares

of

Beneficial

Interest

At

July

31,

2020,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Fund’s

shares

were

as

follows:

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Fund

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

The

Fund

pays

an

investment

management

fee

to

Advisers

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

b.

Administrative

Fees

Under

an

agreement

with

Advisers,

FT

Services

provides

administrative

services

to

the

Fund.

The

fee

is

paid

by

Advisers

based

on

the

Fund's

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Fund.

c.

Transfer

Agent

Fees

Investor

Services,

under

terms

of

an

agreement,

performs

shareholder

servicing

for

the

Fund

and

is

not

paid

by

the Fund

for

the

services.

Year

Ended

July

31,

2020

2019

Shares

Amount

Shares

Amount

Shares

sold

...................................

3,720,913

$29,708,156

24,158,998

$204,399,612

Shares

redeemed

...............................

(76,295,798)

(589,509,747)

(101,353,074)

(842,698,347)

Net

increase

(decrease)

..........................

(72,574,885)

$(559,801,591)

(77,194,076)

$(638,298,735)

Subsidiary

Affiliation

Franklin

Advisers,

Inc.

(Advisers)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

Annualized

Fee

Rate

Net

Assets

0.530%

Up

to

and

including

$2.5

billion

0.450%

Over

$2.5

billion,

up

to

and

including

$6.5

billion

0.430%

Over

$6.5

billion,

up

to

and

including

$11.5

billion

0.400%

Over

$11.5

billion,

up

to

and

including

$16.5

billion

0.390%

Over

$16.5

billion,

up

to

and

including

$19

billion

0.380%

Over

$19

billion,

up

to

and

including

$21.5

billion

0.370%

In

excess

of

$21.5

billion

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

31

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

d.

Investments

in

Affiliated

Management

Investment

Companies

The

Fund

invests

in

one

or

more

affiliated

management

investment

companies

for

purposes

other

than

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Fund

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statement

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

year

ended

July

31,

2020,

the

Fund

held

investments

in

affiliated

management

investment

companies

as

follows:

e.

Waiver

and

Expense

Reimbursements

Advisers

has

voluntarily

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

the

Fund

so

that

the

expenses

(excluding

acquired

fund

fees

and

expenses

and

certain

non-routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

of

the

Fund

do

not

exceed

0.53%

based

on

the

average

net

assets

of

the

Fund.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Fund's

fiscal

year

end.

Advisers

may

discontinue

this

waiver

at

any

time

upon

notice

to

the

Board.

f.

Other

Affiliated

Transactions

At

July

31,

2020,

Franklin

Floating

Rate

Fund,

PLC

owned

100%

of

the

Fund's

outstanding

shares.

Investment

activities

of

this

shareholder

could

have

a

material

impact

on

the

Fund.

4.

Expense

Offset

Arrangement

The

Fund

 has

entered

into

an

arrangement

with

their

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Fund's

custodian

expenses.

During

the

year

ended

July

31,

2020,

the

custodian

fees

were

reduced

as

noted

in

the

Statement

of

Operations. 

a

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

a

a

a

a

a

a

a

a

a

Franklin

Floating

Rate

Master

Series

Controlled

Affiliates

Dividends

Franklin

Liberty

Senior

Loan

ETF

$27,197,447

$—

$(3,184,248)

$

(234,741)

$

(866,325)

$

22,912,133

957,785

$

948,514

Non-Controlled

Affiliates

Dividends

Franklin

Floating

Rate

Income

Fund

$29,769,605

$—

$(15,988,401)

$

(3,720,703)

$

689,894

$

10,750,395

1,464,632

$

1,273,321

Total

Affiliated

Securities

....

$56,967,052

$—

$(19,172,649)

$(3,955,444)

$(176,431)

$33,662,528

$2,221,835

3.

Transactions

with

Affiliates

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

32

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

5.

Income

Taxes

At

July

31,

2020,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation)

for

income

tax

purposes

were

as

follows:

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatment

of

bond

discounts

and

premiums

and

wash

sales.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

year

ended

July

31,

2020,

aggregated

$102,969,255

and

$592,097,359,

respectively.

7.

Credit Risk

and

Defaulted

Securities

At

July

31,

2020,

the

Fund

had

86.1%

of

its

portfolio

invested

in

high

yield

securities,

senior

secured

floating

rate

loans,

or

other

securities

rated

below

investment

grade

and

unrated

securities,

if

any.

These

securities

may

be

more

sensitive

to

economic

conditions

causing

greater

price

volatility

and

are

potentially

subject

to

a

greater

risk

of

loss

due

to

default

than

higher

rated

securities.

The

Fund

held

defaulted

securities

and/or

other

securities

for

which

the

income

has

been

deemed

uncollectible.

At

July

31,

2020,

the

aggregate

value

of

these

securities

was

$16,981,682,

representing

4.3%

of

the

Fund's

net

assets.

The

Fund

discontinues

accruing

income

on

securities

for

which

income

has

been

deemed

uncollectible

and

provides

an

estimate

for

losses

on

interest

receivable.

The

securities

have

been

identified

in

the

accompanying

Statement

of

Investments.

8. Novel

Coronavirus

Pandemic 

The

global

outbreak

of

the

novel

coronavirus

disease,

known

as

COVID-19, has

caused

adverse

effects

on

many

companies,

sectors,

nations,

regions

and

the

markets

in

general, and

may

continue for

an unpredictable duration.

The

effects

of

this

pandemic

may

materially

impact

the

value

and

performance

of

the Fund, its ability

to

buy

and

sell

fund

investments

at

appropriate

valuations

and its ability

to

achieve its investment

objectives.

9.

Restricted

Securities

The

Fund

invests

in

securities

that

are

restricted

under

the

Securities

Act

of

1933

(1933

Act).

Restricted

securities

are

often

purchased

in

private

placement

transactions,

and

cannot

be

sold

without

prior

registration

unless

the

sale

is

pursuant

to

an

exemption

under

the

1933

Act.

Disposal

of

these

securities

may

require

greater

effort

and

expense,

and

prompt

sale

at

an

acceptable

price

may

be

difficult.

The Fund

may

have

registration

rights

for

restricted

securities.

The

issuer

generally

incurs

all

registration

costs.

At

July

31,

2020,

investments

in

restricted

securities,

excluding

securities

exempt

from

registration

under

the

1933

Act,

were

as

follows:

Cost

of

investments

..........................................................................

$502,800,624

Unrealized

appreciation

........................................................................

$6,917,324

Unrealized

depreciation

........................................................................

(119,554,789)

Net

unrealized

appreciation

(depreciation)

..........................................................

$(112,637,465)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

33

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

10.

Unfunded

Loan

Commitments

The

Fund

enters

into

certain

credit

agreements,

all

or

a

portion

of

which

may

be

unfunded.

The Fund

is

obligated

to

fund

these

loan

commitments

at

the

borrowers’

discretion.

Unfunded

loan

commitments

and

funded

portions

of

credit

agreements

are

marked

to

market

daily

and

any

unrealized

appreciation

or

depreciation

is

included

in

the

Statement

of

Assets

and

Liabilities

and

the

Statement

of

Operations.

Funded

portions

of

credit

agreements

are

presented

in

the Statement

of

Investments.

At

July

31,

2020,

unfunded

commitments

were

as

follows:

11.

Other

Derivative

Information

For

the

year

ended

July

31,

2020,

the

effect

of

derivative

contracts

in

the

Statement

of

Operations

was

as

follows:

For

the

year

ended

July

31,

2020,

the

average

month

end

notional

amount

of

swap

contracts

represented

$7,151,231.

See

Note

1(d)

regarding

derivative

financial

instruments. 

Principal

Amount

*

/

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Floating

Rate

Master

Series

563,596

a

Appvion

Operations,

Inc.

......................

6/14/18

–

4/12/19

$

5,922,238

$

11,034,433

5,879,078

b

Onsite

Rental

Group

Operations

Pty.

Ltd

..........

5/21/20

—

171,018

98,704

c

Remington

Outdoor

Co.,

Inc.,

Litigation

Units

.......

4/12/18-

5/16/18

—

—

Total

Restricted

Securities

(Value

is

2.83%

of

Net

Assets)

.............

$5,922,238

$11,205,451

*

In

U.S.

dollars

unless

otherwise

indicated.

a

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$5,483,153

as

of

July

31,

2020.

b

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$15,797,887

as

of

July

31,

2020.

c

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$262,109

as

of

July

31,

2020.

Borrower

Unfunded

Commitment

Pathway

Vet

Alliance

LLC

$78,933

24

Hour

Fitness

Worldwide,

Inc.

1,935,197

Total

$2,014,130

Derivative

Contracts

Not

Accounted

for

as

Hedging

Instruments

Statement

of

Operations

Location

Net

Realized

Gain

(Loss)

for

the

Year

Statement

of

Operations

Location

Net

Change

in

Unrealized

Appreciation

(Depreciation)

for

the

Year

Net

realized

gain

(loss)

from:

Net

change

in

unrealized

  appreciation

(depreciation)

on:

Franklin

Floating

Rate

Master

Series

Credit

contracts

............

Swap

contracts

$(483,560)

Swap

contracts

$503,467

Total

....................

$(483,560)

$503,467

9.

Restricted

Securities

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

34

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

12.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

The

1940

Act

defines

"affiliated

companies"

to

include

investments

in

portfolio

companies

in

which

a

fund

owns

5%

or

more

of

the

outstanding

voting

securities.

During

the

year

ended

July

31,

2020,

investments

in

“affiliated

companies”

were

as

follows:

13.

Shareholder

Distributions

For

the

year

ended

July

31,

2020,

the

Fund

made

the

following

distributions:

14.

Credit

Facility

The

Fund,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

by

Franklin

Templeton,

are

borrowers

in

a

joint

syndicated

senior

unsecured

credit

facility

totaling

$2

billion

(Global

Credit

Facility)

which

matures

on

February

5,

2021.

This

Global

Credit

Facility

provides

a

source

of

funds

to

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

to

meet

future

unanticipated

or

unusually

large

redemption

requests.

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares/Principal

Amount

*

Held

at

End

of

Year

Investment

Income

Franklin

Floating

Rate

Master

Series

Non-Controlled

Affiliates

Dividends

Appvion

Operations,

Inc.

....

$

6,443,971

$

—

$

—

$

—

$

4,590,462

$

11,034,433

563,596

$

—

Remington

Outdoor

Co.,

Inc

.

2,227,925

—

—

—

(1,965,816)

262,109

1,048,435

—

Remington

Outdoor

Co.,

Inc.,

Litigation

Units

.........

—

—

—

—

—

—

98,704

—

Interest

Appvion

Operations,

Inc.,

Term

Loan,

7%,

(3-month

USD

LIBOR

+

6%),

6/12/26

....

8,668,314

—

(3,117,014)

a

3,878

(72,02

5

)

5,483,153

5,595,054

644,824

Total

Affiliated

Securities

(Value

is

4.3%

of

Net

Assets)

$17,340,210

$—

$(3,117,014)

3,878

2,552,621

$16,779,695

$644,824

a

May

include

accretion,

amortization,

partnership

adjustments,

and/or

corporate

actions.

Payment

Date

Amount

Per

Share

8/29/2019

$0.042239

9/30/2019

0.040877

10/31/2019

0.044829

11/30/2019

0.040981

12/31/2019

0.044719

1/31/2020

0.042976

2/29/2020

0.036274

3/31/2020

0.024316

4/30/2020

0.040476

5/31/2020

0.034939

6/30/2020

0.036342

7/31/2020

0.035419

Total

$0.464387

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

35

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

Under

the

terms

of

the

Global

Credit

Facility,

the

Fund

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Fund

and

other

costs

incurred

by

the

Fund,

pay

its

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

its

relative

share

of

the

aggregate

net

assets

of

all

of

the

Borrowers,

including

an

annual

commitment

fee

of

0.15%

based

upon

the

unused

portion

of

the

Global

Credit

Facility.

These

fees

are

reflected

in

other

expenses

in

the

Statement

of

Operations.

During

the

year

ended

July

31,

2020,

the

Fund

did

not

use

the

Global

Credit

Facility.

15.

Fair

Value

Measurements

The

Fund

follows

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Fund's

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the

Fund's financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the

Fund's

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

July

31,

2020,

in

valuing

the

Fund's

assets

carried

at

fair

value,

is

as

follows:

Liabilities:

Level

1

Level

2

Level

3

Total

Franklin

Floating

Rate

Master

Series

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

$

—

$

—

$

262,109

$

262,109

Oil

&

Gas

Exploration

&

Production

.........

—

855,256

—

855,256

Paper

Products

........................

—

—

11,034,433

11,034,433

Trucking

.............................

—

—

171,018

171,018

Management

Investment

Companies

.........

33,662,528

—

—

33,662,528

Corporate

Bonds

........................

—

—

8,881,805

8,881,805

Senior

Floating

Rate

Interests

...............

—

299,735,747

20,112,710

319,848,457

Asset-Backed

Securities

..................

—

4,427,442

—

4,427,442

Escrows

and

Litigation

Trusts

...............

—

—

—

a

—

Short

Term

Investments

...................

—

11,020,111

—

11,020,111

Total

Investments

in

Securities

...........

$33,662,528

$316,038,556

$40,462,075

$390,163,159

Other

Financial

Instruments:

Unfunded

Loan

Commitments

...............

$

—

$

365

$

—

$

365

Total

Other

Financial

Instruments

.........

—

$365

—

$365

Other

Financial

Instruments:

Unfunded

Loan

Commitments

...............

$—

$20,158

$—

$20,158

Total

Other

Financial

Instruments

.........

—

$20,158

—

$20,158

a

Includes

securities

determined

to

have

no

value

at

July

31,

2020.

14.

Credit

Facility

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

36

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

A

reconciliation

in

which

Level

3

inputs

are

used

in

determining

fair

value

is

presented

when

there

are

significant

Level

3

assets

and/or

liabilities

at

the

beginning

and/or

end

of

the year.

At

July

31,

2020,

the

reconciliation is

as follows:

Significant

unobservable

valuation

inputs

for

material

Level

3

assets

and/or

liabilities

and

impact

to

fair

value

as

a

result

of

changes

in

unobservable

valuation

inputs

as

of

July

31,

2020,

are

as

follows:

Balance

at

Beginning

of

Year

Purchases

Sales

Transfer

Into

Level

3

a

Transfer

Out

of

Level

3

Cost

Basis

Adjust-

ments

b

Net

Realized

Gain

(Loss)

Net

Unr

ealized

Appreciatio

n

(

Depreciation

)

Balance

at

End

of

Year

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Assets

Held

at

Year

End

a

a

a

a

a

a

a

a

a

a

a

Assets:

Investments

in

Securities:

Common

Stocks

Aerospace

&

Defense

$

—

$

—

$

—

$

524,218

$

—

$

—

$

—

$

(262,109)

$

262,109

$

(262,109)

Paper

Products

6,443,971

—

—

—

—

—

—

4,590,462

11,034,433

4,590,462

Trucking

.

—

—

—

—

c

—

—

—

171,018

171,018

171,018

Corporate

Bonds

Trucking

.

—

—

—

8,949,359

—

191,802

—

(259,35

6

)

8,881,805

(259,35

6

)

Senior

Floating

Rate

Interests

Aerospace

&

Defense

21,384,185

—

(3,978,246)

—

—

604,677

14,677

(4,828,665)

13,196,628

(4,814,724)

Trucking

.

—

—

—

7,570,386

—

(37,864)

—

(616,440)

6,916,082

(616,440)

Escrows

and

Litigation

Trusts

..

—

c

—

—

—

c

—

(740,281)

740,281

—

—

c

—

Total

Investments

in

Securities

...

$27,828,156

$—

$(3,978,246)

$17,043,963

$—

18,334

754,958

(

1,205,090

)

$40,462,075

(

1,191,14

9

)

a

The

investment

was

transferred

into

level

3

as

a

result

of

the

unavailability

of

a

quoted

market

price

in

an

active

market

for

identical

securities

and

other

significant

observable

valuation

inputs.

b

May

include

accretion,

amortization,

partnership

adjustments,

and/or

other

cost

basis

adjustments.

c

Includes

securities

determined

to

have

no

value.

15.

Fair

Value

Measurements

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

37

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

16.

New

Accounting

Pronouncements

In

March

2020,

the

Financial

Accounting

Standards

Board

issued

Accounting

Standards

Update

(ASU)

No.

2020-04,

Reference

Rate

Reform

(Topic

848)

–

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting.

The

amendments

in

the

ASU

provides

optional

temporary

financial

reporting

relief

from

the

effect

of

certain

types

of

contract

modifications

due

to

the

planned

discontinuation

of

LIBOR

and

other

interbank-offered

based

reference

rates

as

of

the

end

of

2021.

The

ASU

is

effective

for

certain

reference

rate-related

contract

modifications

that

occur

during

the

period

March

12,

2020

through

December

31,

2022.

Management

has

reviewed

the

requirements

and

believes

the

adoption

of

this

ASU

will

not

have

a

material

impact

on

the

financial

statements.

Description

Fair

Value

at

End

of

Year

Valuation

Technique

Unobservable

Inputs

Amount

/Range

Weighted

Average)

a

Impact

to

Fair

Value

if

Input

Increases

b

Franklin

Floating

Rate

Master

Series

Assets:

Investments

in

Securities:

Common

Stocks:

Paper

Products

...........

$11,034,433

Discounted

cash

flow

Weighted

average

cost

of

capital

16.5%

Decrease

c

Free

cash

flow

$162.1

mil

Increase

Discount

for

lack

of

marketability

20.0%

Decrease

c

Long

term

growth

0.0%

Increase

Corporate

Bonds:

Trucking

.................

8,881,805

Discounted

cash

flow

Discount

rate

16.7%

Decrease

c

Free

cash

flow

$10.9

mil

Increase

Senior

Floating

Rate

Interests:

Aerospace

&

Defense

.........

6,848,688

Discounted

cash

flow

Discount

rate

9.7%

Decrease

c

Free

cash

flow

$7.5

mil

Increase

 6,347,940

Weighted

average

recovery

estimate

Weighted

average

recovery

48.3%

Increase

c

Trucking

................

6,916,082

Discounted

cash

flow

Discount

rate

12.1%

Decrease

c

Free

cash

flow

$8.8

mil

Increase

All

Other

Investments

.........

433,127

d,e

Total.

......................

$40,462,075

a

Weighted

based

on

the

relative

fair

value

of

the

financial

instruments.

b

Represents

the

directional

change

in

the

fair

value

that

would

result

from

a

significant

and

reasonable

increase

in

the

corresponding

input.

A

significant

and

reasonable

decrease

in

the

input

would

have

the

opposite

effect.

Significant

impacts,

if

any,

to

fair

value

and/or

net

assets

have

been

indicated.

c

Represents

a

significant

impact

to

fair

value

and

net

assets.

d

Includes

financial

instruments

with

values

derived

using

private

transaction

prices

or

non-public

third

party

pricing

information

which

is

unobservable.

May

also

include

fair

value

of

immaterial

financial

instruments

developed

using

various

valuation

techniques

and

unobservable

inputs.

e

Includes

securities

determined

to

have

no

value

at

July

31,

2020.

15.

Fair

Value

Measurements

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

38

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

17.

Subsequent

Events

The

Fund

has

evaluated

subsequent

events

through

the

issuance

of

the

financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure.

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

39

Annual

Report

Franklin

Floating

Rate

Master

Series

(continued)

Abbreviations

Currency

USD

United

States

Dollar

Selected

Portfolio

CLO

Collateralized

Loan

Obligation

ETF

Exchange-Traded

Fund

FRN

Floating

Rate

Note

LIBOR

London

Inter-Bank

Offered

Rate

PIK

Payment-In-Kind

Franklin

Floating

Rate

Master

Trust

Report

of

Independent

Registered

Public

Accounting

Firm

40

Annual

Report

To

the

Board

of

Trustees

of

Franklin

Floating

Rate

Master

Trust

and

Shareholders

of

Franklin

Floating

Rate

Master

Series

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

statement

of

investments,

of

Franklin

Floating

Rate

Master

Series

(one

of

the

funds

constituting

Franklin

Floating

Rate

Master

Trust,

referred

to

hereafter

as

the

"Fund")

as

of

July

31,

2020,

the

related

statement

of

operations

for

the

year

ended

July

31,

2020,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2020,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2020

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

July

31,

2020,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2020

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

July

31,

2020

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

July

31,

2020

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

PricewaterhouseCoopers

LLP

San

Francisco,

California

September

21,

2020

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

Franklin

Templeton

Group

of

Funds

since

1948.

1

franklintempleton.com

Annual

Report

ANNUAL

REPORT

Franklin

Floating

Rate

Income

Fund

This

annual

report

for

Franklin

Floating

Rate

Income

Fund

covers

the

fiscal

year

ended

July

31,

2020.

Manager’s

Discussion

During

the

one-year

period

under

review,

the

Fund

posted

a

-9.74%

cumulative

total

return,

underperforming

its

benchmark,

the

Credit

Suisse

Leveraged

Loan

Index

(CS

LLI),

which

posted

a

-1.20%

total

return.

1

The

Fund’s

prior

benchmark,

the

Credit

Suisse

Leveraged

Loan

Middle

Tier

Index

(CS

LL

MTI),

posted

a

-0.66%

total

return.

1

The

Fund’s

performance

relative

to

the

CS

LLI

was

driven

by

security

selection

in

the

energy,

consumer

services,

consumer

staples

and

materials

sectors.

By

rating

tier

in

the

Credit

Suisse

Leveraged

Loan

Index,

upper-tier

loans

rated

BB

or

above

returned

-0.51%,

middle-tier

loans

rated

split

BB,

B

and

split

B

returned

-0.66%,

and

lower-tier

loans

rated

CCC

or

lower

returned

-15.24%

over

the

same

period.

1

The

top

contributor

to

results

relative

to

the

CS

LLI

was

the

term

debt

of

a

leading

global

producer

of

bakery

ingredients,

which

traded

higher

following

the

successful

completion

of

an

amendment

that

extended

its

near-term

maturities,

offered

significantly

improved

economic

terms

for

lenders,

and

included

a

substantial

equity

injection

from

the

sponsor.

Another

top

contributor

included

the

term

debt

and

equity

position

of

a

manufacturer

of

carbonless

paper,

tag

and

label

products,

which

performed

well

through

the

ongoing

Covid-19

disruption.

The

company

remained

open

during

the

pandemic

as

an

essential

business

and

managed

its

cash

flow

and

liquidity

very

well

in

response

to

significant

shifts

in

demand

patterns

across

its

various

business

segments.

Overall,

the

company

continued

to

reduce

total

leverage,

which

supported

a

higher

trading

price

on

the

loan

and

equity.

The

first

lien

term

debt

of

a

thermal

coal

producer

also

contributed

to

relative

results,

as

the

Fund

negotiated

a

global

repayment

of

the

term

debt

with

proceeds

from

a

new

financing

deal.

The

paydown

marked

our

exit

from

the

coal

space. 

Over

the

period

under

review,

the

primary

detractor

from

relative

performance

was

an

oil

and

gas

exploration

and

production

company

in

the

Gulf

of

Mexico.

The

company

had

been

performing

well

during

the

early

part

of

the

period

under

review,

generating

strong

cash

flow,

and

was

on

track

to

pursue

a

refinancing

of

its

debt

in

the

upcoming

year.

However,

the

company’s

prospects

and

loan

price

responded

to

the

rapid

and

precipitous

drop

in

oil

prices

in

March

2020,

and

the

company

was

subsequently

downgraded

by

the

rating

agency

and

entered

financial

restructuring

talks

with

lenders.

Another

key

detractor

from

relative

performance

was

a

borrower

in

the

consumer

services

sector,

a

fitness

club

owner

and

operator.

This

issuer

had

been

involved

in

a

business

transformation

until

February

2020,

but

was

among

the

worst

impacted

businesses

as

a

result

of

the

Covid-19

crisis

and

the

company

had

to

abruptly

close

its

gyms

in

response.

An

equity

position

received

from

a

prior

period

corporate

restructuring

detracted

from

relative

results,

while

another

equity

position

received

from

a

separate

prior

period

corporate

restructuring

contributed

to

relative

results.

Portfolio

Composition

7/31/20

%

of

Total

Net

Assets

Senior

Floating

Rate

Interests

88.2%

Corporate

Bonds

3.5%

Common

Stocks

2.2%

Short-Term

Investments

&

Other

Net

Assets

6.1%

1.

Source:

Credit

Suisse

Group.

The

indexes

are

unmanaged

and

include

reinvestment

of

any

income

or

distributions.

They

do

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Franklin

Floating

Rate

Income

Fund

2

franklintempleton.com

Annual

Report

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

indexes

include

reinvestment

of

any

income

or

distributions.

They

differ

from

the

Fund

in

composition

and

do

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

11/6/15–7/31/20

Franklin

Floating

Rate

Income

Fund

Performance

Summary

3

franklintempleton.com

Annual

Report

Performance

as

of

7/31/20

1

1.

As

of

5/31/19,

the

Fund

broadened

its

investment

universe

to

include

all

floating

rate

securities

of

all

credit

levels

and

not

just

principally

those

designated

as

middle

tier;

such

a

change

can

impact

performance.

The

Fund

has

an

expense

reduction

contractually

guaranteed

through

11/30/20.

Fund

investment

results

reflect

the

expense

reduc-

tion;

without

this

reduction,

the

results

would

have

been

lower.

2.

Source:

Credit

Suisse

Group.

The

CS

LLI

is

designed

to

mirror

the

investable

universe

of

the

U.S.

dollar-denominated

leveraged

loan

market.

Loans

must

be

below

invest-

ment

grade

and

rated

no

higher

than

Baa1/BB+

or

Ba1/BBB+

by

Moody’s

or

Standard

&

Poor’s

(S&P).

The

CS

LL

MTI

is

designed

to

mirror

the

middle

tier

portion

of

the

U.S.

dollar-denominated

leveraged

loan

market.

Loans

must

be

rated

Split

BB,

B

or

Split

B

by

Moody’s/S&P.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Average

Annual

Total

Return

3

–

1-Year

-9.74%

3-Year

-3.42%

Since

Inception

(11/6/15)

+0.18%

Distributions

(8/1/19–7/31/20)

Net

Investment

Income

$0.4552

Your

Fund’s

Expenses

Franklin

Floating

Rate

Income

Fund

4

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

182/366

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Beginning

Account

Value

2/1/20

Ending

Account

Value

7/31/20

Expenses

Paid

During

Period

2/1/20–7/31/20

1,2

Ending

Account

Value

7/31/20

Expenses

Paid

During

Period

2/1/20–7/31/20

1,2

a

Net

Annualized

Expense

Ratio

2

$1,000

$899.10

$2.82

$1,021.89

$3.00

0.60%

Franklin

Floating

Rate

Master

Trust

Board

Members

and

Officers

5

franklintempleton.com

Annual

Report

The

name,

year

of

birth

and

address

of

the

officers

and

board

members,

as

well

as

their

affiliations,

positions

held

with

the

Trust,

principal

occupations

during

at

least

the

past

five

years

and

number

of

U.S.

registered

portfolios

overseen

in

the

Franklin

Templeton

fund

complex,

are

shown

below.

Generally,

each

board

member

serves

until

that

person’s

successor

is

elected

and

qualified.

Independent

Board

Members

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Harris

J.

Ashton

(1932)

Trustee

Since

1999

129

Bar-S

Foods

(meat

packing

company)

(1981-2010).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Director,

RBC

Holdings,

Inc.

(bank

holding

company)

(until

2002);

and

President,

Chief

Executive

Officer

and

Chairman

of

the

Board,

General

Host

Corporation

(nursery

and

craft

centers)

(until

1998).

Terrence

J.

Checki

(1945)

Trustee

Since

2018

110

Hess

Corporation

(exploration

of

oil

and

gas)

(2014-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Member

of

the

Council

on

Foreign

Relations

(1996-present);

Member

of

the

National

Committee

on

U.S.-China

Relations

(1999-present);

member

of

the

Board

of

Trustees

of

the

Economic

Club

of

New

York

(2013-present);

member

of

the

Board

of

Trustees

of

the

Foreign

Policy

Association

(2005-present)

and

member

of

various

other

boards

of

trustees

and

advisory

boards;

and

formerly

,

Executive

Vice

President

of

the

Federal

Reserve

Bank

of

New

York

and

Head

of

its

Emerging

Markets

and

Internal

Affairs

Group

and

Member

of

Management

Committee

(1995-2014);

and

Visiting

Fellow

at

the

Council

on

Foreign

Relations

(2014).

Mary

C.

Choksi

(1950)

Trustee

Since

2014

129

Avis

Budget

Group

Inc.

(car

rental)

(2007-present),

Omnicom

Group

Inc.

(advertising

and

marketing

communications

services)

(2011-present)

and

White

Mountains

Insurance

Group,

Ltd.

(holding

company)

(2017-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Founder

and

Senior

Advisor,

Strategic

Investment

Group

(investment

management

group)

(2015-2017);

Founding

Partner

and

Senior

Managing

Director,

Strategic

Investment

Group

(1987-2015);

Founding

Partner

and

Managing

Director,

Emerging

Markets

Management

LLC

(investment

management

firm)

(1987-2011);

and

Loan

Officer/Senior

Loan

Officer/Senior

Pension

Investment

Officer,

World

Bank

Group

(international

financial

institution)

(1977-1987).

Edith

E.

Holiday

(1952)

Lead

Independent

Trustee

Trustee

since

1999

and

Lead

Independent

Trustee

since

2019

129

Hess

Corporation

(exploration

of

oil

and

gas)

(1993-present),

Canadian

National

Railway

(railroad)

(2001-present),

White

Mountains

Insurance

Group,

Ltd.

(holding

company)

(2004-present),

Santander

Consumer

USA

Holdings,

Inc.

(consumer

finance)

(2016-present);

formerly

,

RTI

International

Metals,

Inc.

(manufacture

and

distribution

of

titanium)

(1999-2015)

and

H.J.

Heinz

Company

(processed

foods

and

allied

products)

(1994-2013).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

or

Trustee

of

various

companies

and

trusts;

and

formerly

,

Assistant

to

the

President

of

the

United

States

and

Secretary

of

the

Cabinet

(1990-1993);

General

Counsel

to

the

United

States

Treasury

Department

(1989-1990);

and

Counselor

to

the

Secretary

and

Assistant

Secretary

for

Public

Affairs

and

Public

Liaison–United

States

Treasury

Department

(1988-1989).

Franklin

Floating

Rate

Master

Trust

6

franklintempleton.com

Annual

Report

Interested

Board

Members

and

Officers

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

J.

Michael

Luttig

(1954)

Trustee

Since

2009

129

Boeing

Capital

Corporation

(aircraft

financing)

(2006-2010).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Private

investor;

and

formerly

,

Counselor

and

Senior

Advisor

to

the

Chairman,

CEO,

and

Board

of

Directors,

of

The

Boeing

Company

(aerospace

company),

and

member

of

the

Executive

Council

(May

2019-January

1,

2020);

Executive

Vice

President,

General

Counsel

and

member

of

the

Executive

Council,

The

Boeing

Company

(2006-2019);

and

Federal

Appeals

Court

Judge,

United

States

Court

of

Appeals

for

the

Fourth

Circuit

(1991-2006).

Larry

D.

Thompson

(1945)

Trustee

Since

2007

129

The

Southern

Company

(energy

company)

(2014-present;

previously

2010-2012),

Graham

Holdings

Company

(education

and

media

organization)

(2011-present)

and

Cbeyond,

Inc.

(business

communications

provider)

(2010-

2012).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

Counsel,

Finch

McCranie,

LLP

(law

firm)

(2015-present);

Independent

Compliance

Monitor

and

Auditor,

Volkswagen

AG

(manufacturer

of

automobiles

and

commercial

vehicles)

(2017-present);

John

A.

Sibley

Professor

of

Corporate

and

Business

Law,

University

of

Georgia

School

of

Law

(2015-present;

previously

2011-2012);

and

formerly

,

Executive

Vice

President

-

Government

Affairs,

General

Counsel

and

Corporate

Secretary,

PepsiCo,

Inc.

(consumer

products)

(2012-2014);

Senior

Vice

President

-

Government

Affairs,

General

Counsel

and

Secretary,

PepsiCo,

Inc.

(2004-2011);

Senior

Fellow

of

The

Brookings

Institution

(2003-2004);

Visiting

Professor,

University

of

Georgia

School

of

Law

(2004);

and

Deputy

Attorney

General,

U.S.

Department

of

Justice

(2001-2003).

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

**Gregory

E.

Johnson

(1961)

Trustee

Since

2007

140

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Chairman,

Chairman

of

the

Board

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

39

of

the

investment

companies

in

Franklin

Templeton;

Vice

Chairman,

Investment

Company

Institute;

and

formerly

,

Chief

Executive

Officer

(2013-2020)

and

President

(1994-2015),

Franklin

Resources,

Inc.

**Rupert

H.

Johnson,

Jr.

(1940)

Chairman

of

the

Board

and

Trustee

Since

2013

129

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

(Vice

Chairman),

Franklin

Resources,

Inc.;

Director,

Franklin

Advisers,

Inc.;

and

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

37

of

the

investment

companies

in

Franklin

Templeton.

Reema

Agarwal

(1974)

Vice

President

Since

2019

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Advisers,

Inc.;

and

officer

of

two

of

the

investment

companies

in

Franklin

Templeton.

Independent

Board

Members

(continued)

Franklin

Floating

Rate

Master

Trust

7

franklintempleton.com

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Alison

E.

Baur

(1964)

Vice

President

Since

2012

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Deputy

General

Counsel,

Franklin

Templeton;

and

officer

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

41

of

the

investment

companies

in

Franklin

Templeton.

Breda

M.

Beckerle

(1958)

Interim

Chief

Compliance

Officer

Since

January

2020

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Compliance

Officer,

Fiduciary

Investment

Management

International,

Inc.,

Franklin

Advisers,

Inc.,

Franklin

Advisory

Services,

LLC,

Franklin

Mutual

Advisers,

LLC,

Franklin

Templeton

Institutional,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Sonal

Desai,

Ph.D.

(1963)

President

and

Chief

Executive

Officer

–

Investment

Management

Since

2018

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

and

Executive

Vice

President,

Franklin

Advisers,

Inc.;

Executive

Vice

President,

Franklin

Templeton

Institutional,

LLC;

and

officer

of

17

of

the

investment

companies

in

Franklin

Templeton.

Gaston

Gardey

(1967)

Treasurer,

Chief

Financial

Officer

and

Chief

Accounting

Officer

Since

2009

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Treasurer,

U.S.

Fund

Administration

&

Reporting

and

officer

of

24

of

the

investment

companies

in

Franklin

Templeton.

Steven

J.

Gray

(1955)

Vice

President

and

Co-Secretary

Vice

President

since

2009

and

Co-Secretary

since

2019

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

Vice

President,

Franklin

Templeton

Distributors,

Inc.

and

FASA,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Matthew

T.

Hinkle

(1971)

Chief

Executive

Officer

–

Finance

and

Administration

Since

2017

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Templeton

Services,

LLC;

officer

of

41

of

the

investment

companies

in

Franklin

Templeton;

and

formerly

,

Vice

President,

Global

Tax

(2012-April

2017)

and

Treasurer/Assistant

Treasurer,

Franklin

Templeton

(2009-2017).

Interested

Board

Members

and

Officers

(continued)

Franklin

Floating

Rate

Master

Trust

8

franklintempleton.com

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Robert

Lim

(1948)

Vice

President

–

AML

Compliance

Since

2016

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Vice

President,

Franklin

Templeton

Companies,

LLC;

Chief

Compliance

Officer,

Franklin

Templeton

Distributors,

Inc.

and

Franklin

Templeton

Investor

Services,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Robert

C.

Rosselot

(1960)

Chief

Compliance

Officer

Since

2013

Not

Applicable

Not

Applicable

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director,

Global

Compliance,

Franklin

Templeton;

Senior

Vice

President,

Franklin

Templeton

Companies,

LLC;

officer

of

41

of

the

investment

companies

in

Franklin

Templeton;

and

formerly

,

Senior

Associate

General

Counsel,

Franklin

Templeton

(2007-2013);

and

Secretary

and

Vice

President,

Templeton

Group

of

Funds

(2004-2013).

Navid

J.

Tofigh

(1972)

Vice

President

Since

2015

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Associate

General

Counsel

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Craig

S.

Tyle

(1960)

Vice

President

Since

2005

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

General

Counsel

and

Executive

Vice

President,

Franklin

Resources,

Inc.;

and

officer

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

41

of

the

investment

companies

in

Franklin

Templeton.

Lori

A.

Weber

(1964)

Vice

President

and

Co-Secretary

Vice

President

since

2011

and

Co-Secretary

since

2019

Not

Applicable

Not

Applicable

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

Assistant

Secretary,

Franklin

Resources,

Inc.;

Vice

President

and

Secretary,

Templeton

Investment

Counsel,

LLC;

and

officer

of

41

of

the

investment

companies

in

Franklin

Templeton.

Interested

Board

Members

and

Officers

(continued)

Franklin

Floating

Rate

Master

Trust

9

franklintempleton.com

Annual

Report

*We

base

the

number

of

portfolios

on

each

separate

series

of

the

U.S.

registered

investment

companies

within

the

Franklin

Templeton

fund

complex.

These

portfolios

have

a

common

investment

manager

or

affiliated

investment

managers.

**Gregory

E.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

of

Franklin

Resources,

Inc.

(Resources),

which

is

the

parent

company

of

the

Fund’s

investment

manager

and

distributor.

Rupert

H.

Johnson,

Jr.

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

and

major

shareholder

of

Resources.

Note

1:

Rupert

H.

Johnson,

Jr.

is

the

uncle

of

Gregory

E.

Johnson.

Note

2:

Officer

information

is

current

as

of

the

date

of

this

report.

It

is

possible

that

after

this

date,

information

about

officers

may

change.

The

Sarbanes-Oxley

Act

of

2002

and

Rules

adopted

by

the

Securities

and

Exchange

Commission

require

the

Fund

to

disclose

whether

the

Fund’s

Audit

Committee

includes

at

least

one

member

who

is

an

audit

committee

financial

expert

within

the

meaning

of

such

Act

and

Rules.

The

Fund’s

Board

has

determined

that

there

is

at

least

one

such

financial

expert

on

the

Audit

Committee

and

has

designated

Mary

C.

Choksi

as

its

audit

committee

financial

expert.

The

Board

believes

that

Ms.

Choksi

qualifies

as

such

an

expert

in

view

of

her

extensive

business

background

and

experience.

She

currently

serves

as

a

director

of

Avis

Budget

Group,

Inc.

(2007-present)

and

formerly,

Founder

and

Senior

Advisor,

Strategic

Investment

Group

(1987

to

2017).

Ms.

Choksi

has

been

a

Member

of

the

Fund’s

Audit

Committee

since

2014.

As

a

result

of

such

background

and

experience,

the

Board

believes

that

Ms.

Choksi

has

acquired

an

understanding

of

generally

accepted

accounting

principles

and

financial

statements,

the

general

application

of

such

principles

in

connection

with

the

accounting

estimates,

accruals

and

reserves,

and

analyzing

and

evaluating

financial

statements

that

present

a

breadth

and

level

of

complexity

of

accounting

issues

generally

comparable

to

those

of

the

Fund,

as

well

as

an

understanding

of

internal

controls

and

procedures

for

financial

reporting

and

an

understanding

of

audit

committee

functions.

Ms.

Choksi

is

an

independent

Board

member

as

that

term

is

defined

under

the

relevant

Securities

and

Exchange

Commission

Rules

and

Releases.

The

Statement

of

Additional

Information

(SAI)

includes

additional

information

about

the

board

members

and

is

available,

without

charge,

upon

request.

Shareholders

may

call

(800)

DIAL

BEN/342-5236

to

request

the

SAI.

Interested

Board

Members

and

Officers

(continued)

Franklin

Floating

Rate

Master

Trust

Shareholder

Information

10

franklintempleton.com

Annual

Report

Board

Approval

of

Investment

Management

Agreements

FRANKLIN

FLOATING

RATE

MASTER

TRUST

Franklin

Floating

Rate

Income

Fund

(Fund)

At

an

in-person

meeting

held

on

February

25,

2020

(Meeting),

the

Board

of

Trustees

(Board)

of

Franklin

Floating

Rate

Master

Trust

(Trust),

including

a

majority

of

the

trustees

who

are

not

“interested

persons”

as

defined

in

the

Investment

Company

Act

of

1940

(Independent

Trustees),

reviewed

and

approved

the

continuance

of

the

investment

management

agreement

between

Franklin

Advisers,

Inc.

(Manager)

and

the

Trust,

on

behalf

of

the

Fund

(Management

Agreement)

for

an

additional

one-year

period.

The

Independent

Trustees

received

advice

from

and

met

separately

with

Independent

Trustee

counsel

in

considering

whether

to

approve

the

continuation

of

the

Management

Agreement.

In

considering

the

continuation

of

the

Management

Agreement,

the

Board

reviewed

and

considered

information

provided

by

the

Manager

at

the

Meeting

and

throughout

the

year

at

meetings

of

the

Board

and

its

committees.

The

Board

also

reviewed

and

considered

information

provided

in

response

to

a

detailed

set

of

requests

for

information

submitted

to

the

Manager

by

Independent

Trustee

counsel

on

behalf

of

the

Independent

Trustees

in

connection

with

the

annual

contract

renewal

process.

In

addition,

prior

to

the

Meeting,

the

Independent

Trustees

held

a

telephonic

contract

renewal

meeting

at

which

the

Independent

Trustees

conferred

amongst

themselves

and

Independent

Trustee

counsel

about

contract

renewal

matters

and,

in

some

cases,

requested

additional

information

from

the

Manager

relating

to

the

contract.

The

Board

reviewed

and

considered

all

of

the

factors

it

deemed

relevant

in

approving

the

continuance

of

the

Management

Agreement,

including,

but

not

limited

to:

(i)

the

nature,

extent

and

quality

of

the

services

provided

by

the

Manager;

(ii)

the

investment

performance

of

the

Fund;

(iii)

the

costs

of

the

services

provided

and

profits

realized

by

the

Manager

and

its

affiliates

from

the

relationship

with

the

Fund;

(iv)

the

extent

to

which

economies

of

scale

are

realized

as

the

Fund

grows;

and

(v)

whether

fee

levels

reflect

these

economies

of

scale

for

the

benefit

of

Fund

investors.

In

approving

the

continuance

of

the

Management

Agreement,

the

Board,

including

a

majority

of

the

Independent

Trustees,

determined

that

the

terms

of

the

Management

Agreement

are

fair

and

reasonable

and

that

the

continuance

of

such

Management

Agreement

is

in

the

interests

of

the

Fund

and

its

shareholders.

While

attention

was

given

to

all

information

furnished,

the

following

discusses

some

primary

factors

relevant

to

the

Board’s

determination.

Nature,

Extent

and

Quality

of

Services

The

Board

reviewed

and

considered

information

regarding

the

nature,

extent

and

quality

of

investment

management

services

provided

by

the

Manager

and

its

affiliates

to

the

Fund

and

its

shareholders.

This

information

included,

among

other

things,

the

qualifications,

background

and

experience

of

the

senior

management

and

investment

personnel

of

the

Manager,

as

well

as

information

on

succession

planning

where

appropriate;

the

structure

of

investment

personnel

compensation;

oversight

of

third-party

service

providers;

investment

performance

reports

and

related

financial

information

for

the

Fund;

reports

on

expenses

and

shareholder

services;

legal

and

compliance

matters;

risk

controls;

pricing

and

other

services

provided

by

the

Manager

and

its

affiliates;

and

management

fees

charged

by

the

Manager

and

its

affiliates

to

US

funds

and

other

accounts,

including

management’s

explanation

of

differences

among

accounts

where

relevant.

The

Board

noted

management’s

continuing

efforts

and

expenditures

in

establishing

effective

business

continuity

plans

and

developing

strategies

to

address

areas

of

heightened

concern

in

the

mutual

fund

industry,

such

as

cybersecurity

and

liquidity

risk

management.

The

Board

also

reviewed

and

considered

the

benefits

provided

to

Fund

shareholders

of

investing

in

a

fund

that

is

part

of

the

Franklin

Templeton

(FT)

family

of

funds.

The

Board

noted

the

financial

position

of

Franklin

Resources,

Inc.

(FRI),

the

Manager’s

parent,

and

its

commitment

to

the

mutual

fund

business

as

evidenced

by

its

continued

introduction

of

new

funds,

reassessment

of

the

fund

offerings

in

response

to

the

market

environment

and

project

initiatives

and

capital

investments

relating

to

the

services

provided

to

the

Fund

by

the

FT

organization.

The

Board

specifically

noted

FT’s

commitment

to

enhancing

services

and

controlling

costs,

as

reflected

in

its

plan

to

outsource

certain

administrative

functions,

and

growth

opportunities,

as

evidenced

by

its

upcoming

acquisition

of

the

Legg

Mason

companies.

The

Board

acknowledged

the

change

in

leadership

at

FRI

and

the

opportunity

to

hear

from

Jennifer

Johnson,

President

and

Chief

Executive

Officer

of

FRI,

about

goals

she

has

for

the

company

that

will

benefit

the

Fund.

Franklin

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11

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Following

consideration

of

such

information,

the

Board

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

by

the

Manager

and

its

affiliates

to

the

Fund

and

its

shareholders.

Fund

Performance

The

Board

reviewed

and

considered

the

performance

results

of

the

Fund

over

various

time

periods

ended

December

31,

2019.

The

Board

considered

the

performance

returns

for

the

Fund

in

comparison

to

the

performance

returns

of

mutual

funds

deemed

comparable

to

the

Fund

included

in

a

universe

(Performance

Universe)

selected

by

Broadridge

Financial

Solutions,

Inc.

(Broadridge),

an

independent

provider

of

investment

company

data.

The

Board

received

a

description

of

the

methodology

used

by

Broadridge

to

select

the

mutual

funds

included

in

a

Performance

Universe.

The

Board

also

reviewed

and

considered

Fund

performance

reports

provided

and

discussions

that

occurred

with

portfolio

managers

at

Board

meetings

throughout

the

year.

A

summary

of

the

Fund’s

performance

results

is

below.

The

Performance

Universe

for

the

Fund

included

the

Fund

and

all

retail

and

institutional

loan

participation

funds.

The

Fund

commenced

operations

on

November

6,

2015,

and

thus

has

been

in

operation

for

less

than

five

years.

The

Board

noted

that

the

Fund’s

annualized

total

return

for

the

one-

and

three-year

periods

was

below

the

median

of

its

Performance

Universe.

The

Board

discussed

this

performance

with

management

and

management

noted

that

effective

June

1,

2019,

the

Fund

implemented

a

change

to

its

investment

strategy

that

broadened

the

Fund’s

investment

focus

to

include

floating

rate

securities

of

all

credit

qualities.

Management

also

noted

that

the

Fund

does

not

offer

its

shares

to

the

public

and

that

the

Fund’s

investors

are

exclusively

other

proprietary

funds.

The

Board

considered

management’s

explanation

and

concluded

that

the

Fund’s

performance

was

acceptable.

Comparative

Fees

and

Expenses

The

Board

reviewed

and

considered

information

regarding

the

Fund’s

actual

total

expense

ratio

and

its

various

components,

including,

as

applicable,

management

fees;

transfer

agent

expenses;

underlying

fund

expenses;

Rule

12b-1

and

non-Rule

12b-1

service

fees;

and

other

non-management

fees.

The

Board

considered

the

actual

total

expense

ratio

and,

separately,

the

contractual

management

fee

rate,

without

the

effect

of

fee

waivers,

if

any

(Management

Rate)

of

the

Fund

in

comparison

to

the

median

expense

ratio

and

median

Management

Rate,

respectively,

of

other

mutual

funds

deemed

comparable

to

and

with

a

similar

expense

structure

to

the

Fund

selected

by

Broadridge

(Expense

Group).

Broadridge

fee

and

expense

data

is

based

upon

information

taken

from

each

fund’s

most

recent

annual

report,

which

reflects

historical

asset

levels

that

may

be

quite

different

from

those

currently

existing,

particularly

in

a

period

of

market

volatility.

While

recognizing

such

inherent

limitation

and

the

fact

that

expense

ratios

and

Management

Rates

generally

increase

as

assets

decline

and

decrease

as

assets

grow,

the

Board

believed

the

independent

analysis

conducted

by

Broadridge

to

be

an

appropriate

measure

of

comparative

fees

and

expenses.

The

Broadridge

Management

Rate

includes

administrative

charges,

and

the

actual

total

expense

ratio,

for

comparative

consistency,

was

shown

for

Class

A

shares

for

funds

in

the

Expense

Group.

The

Board

received

a

description

of

the

methodology

used

by

Broadridge

to

select

the

mutual

funds

included

in

an

Expense

Group.

The

Expense

Group

for

the

Fund

included

the

Fund

and

14

other

loan

participation

funds.

The

Board

noted

that

the

Management

Rate

for

the

Fund

was

equal

to

the

median

of

its

Expense

Group,

and

the

actual

total

expense

ratio

for

the

Fund

was

below

the

median

of

its

Expense

Group.

The

Board

concluded

that

the

Management

Rate

charged

to

the

Fund

is

reasonable.

In

doing

so,

the

Board

noted

that

the

Fund’s

actual

total

expense

ratio

reflected

a

fee

waiver

from

management.

Profitability

The

Board

reviewed

and

considered

information

regarding

the

profits

realized

by

the

Manager

and

its

affiliates

in

connection

with

the

operation

of

the

Fund.

In

this

respect,

the

Board

considered

the

Fund

profitability

analysis

provided

by

the

Manager

that

addresses

the

overall

profitability

of

FT’s

US

fund

business,

as

well

as

its

profits

in

providing

investment

management

and

other

services

to

each

of

the

individual

funds

during

the

12-month

period

ended

September

30,

2019,

being

the

most

recent

fiscal

year-

end

for

FRI.

The

Board

noted

that

although

management

continually

makes

refinements

to

its

methodologies

used

in

calculating

profitability

in

response

to

organizational

and

product-related

changes,

the

overall

methodology

has

remained

consistent

with

that

used

in

the

Fund’s

profitability

report

presentations

from

prior

years.

Additionally,

PricewaterhouseCoopers

LLP,

auditor

to

FRI

and

certain

FT

funds,

was

engaged

by

the

Manager

to

review

and

assess

the

allocation

methodologies

to

be

used

solely

by

the

Fund’s

Board

with

respect

to

the

profitability

analysis.

The

Board

noted

management’s

belief

that

costs

incurred

in

establishing

the

infrastructure

necessary

for

the

type

of

mutual

fund

operations

conducted

by

the

Manager

and

its

affiliates

may

not

be

fully

reflected

in

the

expenses

allocated

to

the

Fund

in

determining

its

profitability,

as

well

as

the

fact

that

the

level

of

profits,

to

a

certain

extent,

reflected

operational

cost

savings

and

efficiencies

initiated

Franklin

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by

management.

As

part

of

this

evaluation,

the

Board

considered

the

initiative

currently

underway

to

outsource

certain

operations,

which

effort

would

require

considerable

upfront

expenditures

by

the

Manager

but,

over

the

long

run

is

expected

to

result

in

greater

efficiencies.

The

Board

also

noted

management’s

expenditures

in

improving

shareholder

services

provided

to

the

Fund,

as

well

as

the

need

to

implement

systems

and

meet

additional

regulatory

and

compliance

requirements

resulting

from

recent

US

Securities

and

Exchange

Commission

and

other

regulatory

requirements,

notably

in

the

area

of

cybersecurity

protections.

The

Board

also

considered

the

extent

to

which

the

Manager

and

its

affiliates

might

derive

ancillary

benefits

from

fund

operations,

including

revenues

generated

from

transfer

agent

services,

potential

benefits

resulting

from

personnel

and

systems

enhancements

necessitated

by

fund

growth,

as

well

as

increased

leverage

with

service

providers

and

counterparties.

Based

upon

its

consideration

of

all

these

factors,

the

Board

concluded

that

the

level

of

profits

realized

by

the

Manager

and

its

affiliates

from

providing

services

to

the

Fund

was

not

excessive

in

view

of

the

nature,

extent

and

quality

of

services

provided

to

the

Fund.

Economies

of

Scale

The

Board

reviewed

and

considered

the

extent

to

which

the

Manager

may

realize

economies

of

scale,

if

any,

as

the

Fund

grows

larger

and

whether

the

Fund’s

management

fee

structure

reflects

any

economies

of

scale

for

the

benefit

of

shareholders.

With

respect

to

possible

economies

of

scale,

the

Board

noted

the

existence

of

management

fee

breakpoints,

which

operate

generally

to

share

any

economies

of

scale

with

the

Fund’s

shareholders

by

reducing

the

Fund’s

effective

management

fees

as

the

Fund

grows

in

size.

The

Board

considered

the

Manager’s

view

that

any

analyses

of

potential

economies

of

scale

in

managing

a

particular

fund

are

inherently

limited

in

light

of

the

joint

and

common

costs

and

investments

the

Manager

incurs

across

the

FT

family

of

funds

as

a

whole.

The

Board

concluded

that

to

the

extent

economies

of

scale

may

be

realized

by

the

Manager

and

its

affiliates,

the

Fund’s

management

fee

structure

provided

a

sharing

of

benefits

with

the

Fund

and

its

shareholders

as

the

Fund

grows.

Conclusion

Based

on

its

review,

consideration

and

evaluation

of

all

factors

it

believed

relevant,

including

the

above-described

factors

and

conclusions,

the

Board

unanimously

approved

the

continuation

of

the

Management

Agreement

for

an

additional

one-year

period.

Liquidity

Risk

Management

Program

Each

of

the

Funds

has

adopted

and

implemented

a

written

Liquidity

Risk

Management

Program

(the

“LRMP”)

as

required

by

Rule

22e-4

under

the

Investment

Company

Act

of

1940

(the

“Liquidity

Rule”).

The

LRMP

is

designed

to

assess

and

manage

each

Fund’s

liquidity

risk,

which

is

defined

as

the

risk

that

the

Fund

could

not

meet

requests

to

redeem

shares

issued

by

the

Fund

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

In

accordance

with

the

Liquidity

Rule,

the

LRMP

includes

policies

and

procedures

that

provide

for:

(1)

assessment,

management,

and

review

(no

less

frequently

than

annually)

of

each

Fund’s

liquidity

risk;

(2)

classification

of

each

Fund’s

portfolio

holdings

into

one

of

four

liquidity

categories

(Highly

Liquid,

Moderately

Liquid,

Less

Liquid,

and

Illiquid);

(3)

for

Funds

that

do

not

primarily

hold

assets

that

are

Highly

Liquid,

establishing

and

maintaining

a

minimum

percentage

of

the

Fund’s

net

assets

in

Highly

Liquid

investments

(called

a

“Highly

Liquid

Investment

Minimum”

or

“HLIM”);

and

(4)

prohibiting

the

Fund’s

acquisition

of

Illiquid

investments

that

would

result

in

the

Fund

holding

more

than

15%

of

its

net

assets

in

Illiquid

assets.

The

LRMP

also

requires

reporting

to

the

SEC

(on

a

non-public

basis)

and

to

the

Board

if

the

Fund’s

holdings

of

Illiquid

assets

exceed

15%

of

the

Fund’s

net

assets.

Funds

with

HLIMs

must

have

procedures

for

addressing

HLIM

shortfalls,

including

reporting

to

the

Board

and,

with

respect

to

HLIM

shortfalls

lasting

more

than

seven

consecutive

calendar

days,

reporting

to

the

Securities

and

Exchange

Commission

(“SEC”)

(on

a

non-public

basis).

The

Funds’

Board

of

Trustees

approved

the

appointment

of

the

Director

of

Liquidity

Risk

within

the

Investment

Risk

Management

Group

(the

“IRMG”)

as

the

Administrator

of

the

LRMP.

The

IRMG

maintains

the

Investment

Liquidity

Committee

(the

“ILC”)

to

provide

oversight

and

administration

of

policies

and

procedures

governing

liquidity

risk

management

for

FT

products

and

portfolios.

The

ILC

includes

representatives

from

Franklin

Templeton’s

Risk,

Trading,

Global

Compliance,

Investment

Compliance,

Investment

Operations,

Valuation

Committee

and

Product

Management

groups.

In

assessing

and

managing

each

Fund’s

liquidity

risk,

the

ILC

considers,

as

relevant,

a

variety

of

factors,

including

the

Fund’s

investment

strategy

and

the

liquidity

of

its

portfolio

investments

during

both

normal

and

reasonably

foreseeable

stressed

conditions;

its

short

and

long-term

cash

flow

projections;

and

its

cash

holdings

and

access

to

other

funding

sources

including

the

Funds’

interfund

lending

facility

and

line

of

credit..

Classification

of

the

Fund’s

portfolio

holdings

in

the

four

liquidity

categories

is

based

on

the

number

of

days

it

is

reasonably

expected

to

take

to

convert

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the

investment

to

cash

(for

Highly

Liquid

and

Moderately

Liquid

holdings)

or

sell

or

dispose

of

the

investment

(for

Less

Liquid

and

Illiquid

investments),

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

The

Fund

primarily

holds

investments

where

the

settlement

days

may

exceed

7

calendar

days

and

are

classified

as

“Less

Liquid

Investments”.

Less

liquid

Investments

are

defined

as

any

investment

reasonably

expected

to

be

sold

or

disposed

of

in

current

market

conditions

in

seven

calendar

days

or

less

without

the

sale

or

disposition

significantly

changing

the

market

value

of

the

investment,

but

where

the

sale

or

disposition

is

reasonably

expected

to

settle

in

more

than

seven

calendar

days.

The

Fund

established

and

maintained

a

HLIM.

During

the

reporting

period,

the

Fund

maintained

the

necessary

Highly

Liquid

Investments

and

did

not

experience

any

HLIM

shortfalls.

At

meetings

of

the

Funds’

Board

of

Trustees

held

in

May

2020,

the

Program

Administrator

provided

a

written

report

to

the

Board

addressing

the

adequacy

and

effectiveness

of

the

program

during

the

period

December

1,

2018

to

December

31,

2019.

The

Program

Administrator

report

concluded

that

(i.)

the

LRMP,

as

adopted

and

implemented,

remains

reasonably

designed

to

assess

and

manage

each

Fund’s

liquidity

risk;

(ii.)

the

LRMP,

including

the

Highly

Liquid

Investment

Minimum

(“HLIM”)

where

applicable,

was

implemented

and

operated

effectively

to

achieve

the

goal

of

assessing

and

managing

each

Fund’s

liquidity

risk;

and

(iii.)

each

Fund

was

able

to

meet

requests

for

redemption

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

At

the

same

time,

the

Program

Administrator

also

presented

the

Fund

Board

of

Trustees

an

update

on

liquidity

during

the

first

quarter

of

2020

in

relation

to

the

COVID-19

pandemic.

Proxy

Voting

Policies

and

Procedures

The

Fund’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Fund’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

shareholders

may

request

copies

of

the

Policies

free

of

charge

by

calling

the

Proxy

Group

collect

at

(954)

527-

7678

or

by

sending

a

written

request

to:

Franklin

Templeton

Companies,

LLC,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

Attention:

Proxy

Group.

Copies

of

the

Fund’s

proxy

voting

records

are

also

made

available

online

at

franklintempleton.com

and

posted

on

the

U.S.

Securities

and

Exchange

Commission’s

website

at

sec.gov

and

reflect

the

most

recent

12-month

period

ended

June

30.

Quarterly

Statement

of

Investments

The

Trust,

on

behalf

of

the

Fund,

files

a

complete

statement

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

by

visiting

the

Commission’s

website

at

sec.gov.

The

filed

form

may

also

be

viewed

and

copied

at

the

Commission’s

Public

Reference

Room

in

Washington,

DC.

Information

regarding

the

operations

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Franklin

Floating

Rate

Master

Trust

Financial

Highlights

Franklin

Floating

Rate

Income

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

14

a

Year

Ended

July

31,

2020

2019

2018

2017

2016

a

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$8.61

$9.45

$10.04

$9.83

$10.00

Income

from

investment

operations

b

:

Net

investment

income

..........................

0.412

0.695

0.698

0.686

0.403

Net

realized

and

unrealized

gains

(losses)

...........

(1.227)

(0.827)

(0.588)

0.214

(0.174)

Total

from

investment

operations

....................

(0.815)

(0.132)

0.110

0.900

0.229

Less

distributions

from:

Net

investment

income

..........................

(0.455)

(0.708)

(0.700)

(0.690)

(0.399)

Net

asset

value,

end

of

year

.......................

$7.34

$8.61

$9.45

$10.04

$9.83

Total

return

c

...................................

(9.74)%

(1.48)%

1.30%

9.25%

2.46%

Ratios

to

average

net

assets

d

Expenses

before

waiver

and

payments

by

affiliates

......

0.73%

0.71%

0.68%

0.69%

0.71%

Expenses

net

of

waiver

and

payments

by

affiliates

e

......

0.60%

0.60%

0.60%

0.60%

0.60%

Net

investment

income

...........................

5.42%

7.66%

7.25%

6.82%

5.76%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$202,101

$325,091

$363,071

$303,689

$348,682

Portfolio

turnover

rate

............................

67.04%

30.93%

55.93%

62.11%

42.49%

f

a

For

the

period

November

6,

2015

(commencement

of

operations)

to

July

31,

2016.

b

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

c

Total

return

is

not

annualized

for

periods

less

than

one

year.

d

Ratios

are

annualized

for

periods

less

than

one

year,

except

for

non-recurring

expenses,

if

any.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Excludes

the

value

of

portfolio

securities

received

from

purchase

in-kind.

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments,

July

31,

2020

Franklin

Floating

Rate

Income

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

15

a

a

Country

Shares

a

Value

a

Common

Stocks

2.2%

Aerospace

&

Defense

0.1%

a,b,c

Remington

Outdoor

Co.,

Inc.

.............................

United

States

732,184

$

183,046

b

Paper

&

Forest

Products

2.0%

a,b,d

Appvion

Operations,

Inc.

................................

United

States

209,637

4,104,406

b

Road

&

Rail

0.1%

a,b,d

Onsite

Rental

Group

Operations

Pty.

Ltd.

...................

United

States

4,747,033

138,088

b

Total

Common

Stocks

(Cost

$35,453,756)

......................................

4,425,540

Principal

Amount

*

a

a

a

a

a

Corporate

Bonds

3.5%

Road

&

Rail

3.5%

a,e

Onsite

Rental

Group

Operations

Pty.

Ltd.,

PIK,

6.1%,

10/26/23

...

United

States

8,660,319

7,171,452

Total

Corporate

Bonds

(Cost

$8,896,466)

.......................................

7,171,452

f,g

Senior

Floating

Rate

Interests

88.2%

Aerospace

&

Defense

2.8%

AI

Convoy

(Luxembourg)

SARL,

Facility

USD

Term

Loan,

B,

4.65%,

(6-month

USD

LIBOR

+

3.5%),

1/18/27

...................

Luxembourg

2,493,750

2,428,289

e

Alloy

FinCo

Ltd.,

Facility

Term

Loan,

0.5%,

PIK,

3/06/25

........

Jersey

3,572,785

1,339,794

Dynasty

Acquisition

Co.,

Inc.,

2020

Term

Loan

,

B1,

3.808%,

(3-month

USD

LIBOR

+

3.5%),

4/06/26

..........

United

States

1,465,580

1,183,864

B2,

3.808%,

(3-month

USD

LIBOR

+

3.5%),

4/06/26

..........

United

States

787,946

636,486

5,588,433

a

a

a

a

a

a

Airlines

3.0%

Allegiant

Travel

Co.,

Replacement

Term

Loan,

3.434%,

(3-month

USD

LIBOR

+

3%),

2/05/24

............................

United

States

2,460,880

2,220,945

Delta

Air

Lines,

Inc.,

Term

Loan,

5.75%,

(3-month

USD

LIBOR

+

4.75%),

4/29/23

.....................................

United

States

500,000

494,166

JetBlue

Airways

Corp.,

Term

Loan,

6.25%,

(3-month

USD

LIBOR

+

5.25%),

6/17/24

.....................................

United

States

142,193

140,665

Kestrel

Bidco

,

Inc.,

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

12/11/26

..........................................

Canada

4,268,550

3,156,059

6,011,835

a

a

a

a

a

a

Auto

Components

2.9%

Adient

US

LLC,

Initial

Term

Loan,

4.49%,

(3-month

USD

LIBOR

+

4.25%;

1-month

USD

LIBOR

+

4.25%),

5/06/24

.............

United

States

4,136,857

4,091,178

Panther

BF

Aggregator

2

LP,

First

Lien,

Initial

Dollar

Term

Loan,

3.667%,

(1-month

USD

LIBOR

+

3.5%),

4/30/26

.............

Canada

1,223,835

1,198,434

h,i

TRICO

Group

LLC,

Term

Loan,

B,

TBD,

2/02/24

..............

United

States

499,931

481,183

5,770,795

a

a

a

a

a

a

Automobiles

1.8%

Thor

Industries,

Inc.,

Initial

USD

Term

Loan,

3.938%,

(1-month

USD

LIBOR

+

3.75%),

2/01/26

..............................

United

States

3,776,338

3,731,494

Banks

1.4%

Finastra

Ltd.,

First

Lien,

Dollar

Term

Loan,

4.5%,

(3-month

USD

LIBOR

+

3.5%),

6/13/24

...............................

United

Kingdom

2,983,846

2,770,626

Capital

Markets

0.5%

Russell

Investments

US

Institutional

Holdco,

Inc.,

Initial

Term

Loan,

3.822%,

(3-month

USD

LIBOR

+

2.75%),

6/01/23

............

United

States

80,060

79,084

h,i

Vertical

Midco

GmbH,

USD

Term

Loan,

TBD,

6/30/27

..........

Germany

947,254

935,784

1,014,868

a

a

a

a

a

a

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Income

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

16

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

f,g

Senior

Floating

Rate

Interests

(continued)

Chemicals

0.7%

Cyanco

Intermediate

2

Corp.,

First

Lien,

Initial

Term

Loan,

3.661%,

(1-month

USD

LIBOR

+

3.5%),

3/16/25

...................

United

States

1,247,295

$

1,224,947

Illuminate

Buyer

LLC,

Term

Loan,

4.308%,

(3-month

USD

LIBOR

+

4%),

6/30/27

.......................................

United

States

100,000

99,125

1,324,072

a

a

a

a

a

a

Commercial

Services

&

Supplies

3.2%

Legalzoom.com,

Inc.,

First

Lien,

2018

Term

Loan,

4.661%,

(1-month

USD

LIBOR

+

4.5%),

11/21/24

..........................

United

States

3,875,870

3,817,732

Prime

Security

Services

Borrower

LLC,

First

Lien,

2019

Refinancing

Term

Loan,

B1,

4.25%,

(3-month

USD

LIBOR

+

3.25%;

1-month

USD

LIBOR

+

3.25%),

9/23/26

..........................

United

States

1,240,625

1,221,758

Staples,

Inc.,

2019

Refinancing

New

Term

Loan,

B1,

5.687%,

(1-month

USD

LIBOR

+

5%),

4/16/26

.....................

United

States

1,582,424

1,368,797

6,408,287

a

a

a

a

a

a

Communications

Equipment

1.4%

CommScope

,

Inc.,

Initial

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

4/06/26

...................................

United

States

2,981,231

2,923,935

Construction

&

Engineering

1.0%

Strike

LLC,

Term

Loan,

9.072%,

(3-month

USD

LIBOR

+

8%),

11/30/22

..........................................

United

States

2,544,824

2,112,204

Containers

&

Packaging

0.7%

BWay

Holding

Co.,

Initial

Term

Loan,

3.523%,

(3-month

USD

LIBOR

+

3.25%),

4/03/24

...................................

United

States

1,406,375

1,316,844

Diversified

Financial

Services

1.3%

First

Eagle

Holdings,

Inc.,

2020

Refinancing

Term

Loan,

2.808%,

(3-month

USD

LIBOR

+

2.5%),

2/01/27

...................

United

States

2,107,746

2,057,687

Verscend

Holding

Corp.,

Term

Loan,

B,

4.661%,

(1-month

USD

LIBOR

+

4.5%),

8/27/25

...............................

United

States

596,959

595,840

2,653,527

a

a

a

a

a

a

Diversified

Telecommunication

Services

2.6%

Global

Tel

Link,

First

Lien,

Term

Loan,

4.411%,

(1-month

USD

LIBOR

+

4.25%),

11/29/25

...................................

United

States

4,927,566

4,309,565

Zayo

Group

Holdings,

Inc.,

Initial

Dollar

Term

Loan,

3.161%,

(1-month

USD

LIBOR

+

3%),

3/09/27

.....................

United

States

1,057,350

1,030,256

5,339,821

a

a

a

a

a

a

Electric

Utilities

0.3%

EFS

Cogen

Holdings

I

LLC,

Term

Loan

Advance,

B2,

4.25%,

(3-month

USD

LIBOR

+

3.25%;

1-month

USD

LIBOR

+

3.25%),

6/28/23

...........................................

United

States

606,005

601,157

Entertainment

3.9%

i

Banijay

Entertainment

SAS,

Facility

USD

Term

Loan,

3.912%,

(1-month

USD

LIBOR

+

3.75%)

,

3/04/25

..................

France

1,850,000

1,794,500

Diamond

Sports

Group

LLC,

Term

Loan,

3.42%,

(1-month

USD

LIBOR

+

3.25%),

8/24/26

..............................

United

States

7,478,949

6,048,600

7,843,100

a

a

a

a

a

a

Food

Products

1.6%

B&G

Foods,

Inc.,

Term

Loan,

B4,

2.661%,

(1-month

USD

LIBOR

+

2.5%),

10/10/26

.....................................

United

States

467,378

462,558

CSM

Bakery

Solutions

Ltd.,

Second

Lien,

Term

Loan,

11%,

(3-month

USD

LIBOR

+

10%),

7/05/21

...........................

United

States

1,330,000

1,090,600

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Income

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

17

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

f,g

Senior

Floating

Rate

Interests

(continued)

Food

Products

(continued)

JBS

USA

Lux

SA,

New

Term

Loan,

3.072%,

(3-month

USD

LIBOR

+

2%),

5/01/26

.......................................

Luxembourg

1,795,224

$

1,743,861

3,297,019

a

a

a

a

a

a

Health

Care

Providers

&

Services

5.7%

eResearchTechnology

,

Inc.,

First

Lien,

Initial

Term

Loan,

5.5%,

(1-month

USD

LIBOR

+

4.5%),

2/04/27

...................

United

States

1,172,727

1,171,627

Gentiva

Health

Services,

Inc.,

First

Lien,

Term

Loan,

B,

3.438%,

(1-month

USD

LIBOR

+

3.25%),

7/02/25

..................

United

States

957,600

946,229

Global

Medical

Response,

Inc.,

2018

New

Term

Loan,

5.25%,

(3-month

USD

LIBOR

+

4.25%),

3/14/25

..................

United

States

1,203,958

1,180,381

National

Mentor

Holdings,

Inc.,

First

Lien,

Initial

Term

Loan

,

4.42%,

(1-month

USD

LIBOR

+

4.25%),

3/09/26

.............

United

States

246,100

241,916

C,

4.42%,

(1-month

USD

LIBOR

+

4.25%),

3/09/26

..........

United

States

11,205

11,009

Navicure

,

Inc.,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

10/22/26

...............................

United

States

1,855,350

1,820,948

i

Pathway

Vet

Alliance

LLC,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

3/31/27

.....................

United

States

2,122,781

2,081,983

Phoenix

Guarantor,

Inc.,

First

Lien,

Term

Loan,

B1,

3.425%,

(1-month

USD

LIBOR

+

3.25%),

3/05/26

..................

United

States

3,314,795

3,251,261

U.S.

Anesthesia

Partners,

Inc.,

First

Lien,

Initial

Term

Loan,

4%,

(3-month

USD

LIBOR

+

3%),

6/23/24

.....................

United

States

809,162

752,116

11,457,470

a

a

a

a

a

a

Health

Care

Technology

1.1%

Change

Healthcare

Holdings,

Inc.,

Closing

Date

Term

Loan,

3.5%,

(3-month

USD

LIBOR

+

2.5%;

1-month

USD

LIBOR

+

2.5%),

3/01/24

...........................................

United

States

350,000

342,781

Inovalon

Holdings,

Inc.,

Refinancing

Date

Term

Loan,

3.188%,

(1-month

USD

LIBOR

+

3%),

4/02/25

.....................

United

States

1,989,293

1,961,111

2,303,892

a

a

a

a

a

a

Hotels,

Restaurants

&

Leisure

1.6%

i,j

24

Hour

Fitness

Worldwide,

Inc.,

Debtor-in-possession

New

Money

Term

Loan,

11%,

6/17/21

..............................

United

States

357,328

343,035

k

24

Hour

Fitness

Worldwide,

Inc.,

Term

Loan,

4.95%

(3-month

USD

LIBOR

+

3.5%),

5/30/25

...............................

United

States

4,498,128

1,019,577

Caesars

Resort

Collection

LLC,

Term

Loan

,

B,

2.911%,

(1-month

USD

LIBOR

+

2.75%),

12/23/24

.........

United

States

1,380,219

1,274,115

B1,

4.715%,

(3-month

USD

LIBOR

+

4.5%;

1-month

USD

LIBOR

+

4.5%),

7/21/25

......................................

United

States

315,927

305,528

Flutter

Entertainment

plc,

USD

Term

Loan,

3.808%,

(3-month

USD

LIBOR

+

3.5%),

7/10/25

...............................

Netherlands

237,166

237,433

3,179,688

a

a

a

a

a

a

Household

Durables

1.9%

Playtika

Holding

Corp.,

Term

Loan,

B,

7.072%,

(3-month

USD

LIBOR

+

6%),

12/10/24

.....................................

United

States

3,733,450

3,773,991

Household

Products

0.4%

Knowlton

Development

Corp.,

Inc.,

2020

Initial

Term

Loan,

4.058%,

(3-month

USD

LIBOR

+

3.75%),

12/22/25

.................

Canada

885,261

868,662

Insurance

2.5%

Alliant

Holdings

Intermediate

LLC,

2018

Initial

Term

Loan,

2.911%,

(1-month

USD

LIBOR

+

2.75%),

5/09/25

..................

United

States

1,860,704

1,803,137

AssuredPartners

,

Inc.,

2020

February

Refinancing

Term

Loan,

3.661%,

(1-month

USD

LIBOR

+

3.5%),

2/12/27

.............

United

States

3,019,289

2,938,774

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Income

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

18

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

f,g

Senior

Floating

Rate

Interests

(continued)

Insurance

(continued)

AssuredPartners

,

Inc.,

2020

June

Incremental

Term

Loan,

5.5%,

(1-month

USD

LIBOR

+

4.5%),

2/12/27

...................

United

States

249,375

$

245,829

4,987,740

a

a

a

a

a

a

IT

Services

6.3%

Aventiv

Technologies

LLC,

First

Lien,

Initial

Term

Loan,

5.5%,

(3-month

USD

LIBOR

+

4.5%),

11/01/24

..................

United

States

10,993,543

8,836,060

Aventiv

Technologies

LLC,

Second

Lien,

Initial

Term

Loan,

9.25%,

(3-month

USD

LIBOR

+

8.25%),

11/01/25

..................

United

States

1,645,000

1,034,294

Informatica

LLC,

Dollar

2020

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

2/25/27

..............................

United

States

309,225

302,750

Pitney

Bowes,

Inc.,

Incremental

Term

Loan,

B,

5.68%,

(1-month

USD

LIBOR

+

5.5%),

1/07/25

...............................

United

States

2,713,094

2,536,743

12,709,847

a

a

a

a

a

a

Leisure

Products

2.7%

Bass

Pro

Group

LLC,

Initial

Term

Loan,

6.072%,

(3-month

USD

LIBOR

+

5%),

9/25/24

................................

United

States

4,963,366

4,952,898

NASCAR

Holdings

LLC,

Initial

Term

Loan,

2.922%,

(1-month

USD

LIBOR

+

2.75%),

10/19/26

.............................

United

States

431,275

423,129

5,376,027

a

a

a

a

a

a

Machinery

6.4%

Altra

Industrial

Motion

Corp.,

Term

Loan,

2.161%,

(1-month

USD

LIBOR

+

2%),

9/26/25

................................

United

States

300,589

292,323

Navistar,

Inc.,

Term

Loan,

B,

3.69%,

(1-month

USD

LIBOR

+

3.5%),

11/06/24

..........................................

United

States

13,014,711

12,645,965

12,938,288

a

a

a

a

a

a

Media

3.1%

CSC

Holdings

LLC,

March

2017

Refinancing

Term

Loan,

2.425%,

(1-month

USD

LIBOR

+

2.25%),

7/17/25

..................

United

States

1,674,725

1,623,018

Nielsen

Finance

LLC,

Dollar

Term

Loan,

B5,

4.75%,

(1-month

USD

LIBOR

+

3.75%),

6/04/25

..............................

United

States

767,230

770,587

Sinclair

Television

Group,

Inc.,

Term

Loan

,

B,

2.42%,

(1-month

USD

LIBOR

+

2.25%),

1/03/24

..........

United

States

987,212

964,383

B2,

2.68%,

(1-month

USD

LIBOR

+

2.5%),

9/30/26

..........

United

States

658,342

641,060

i

Univision

Communications,

Inc.,

First

Lien,

2020

Replacement

Term

Loan,

4.75%,

(1-month

USD

LIBOR

+

3.75%),

3/15/26

........

United

States

465,116

450,194

WideOpenWest

Finance

LLC,

Eighth

Amendment

Term

Loan,

B,

4.25%,

(1-month

USD

LIBOR

+

3.25%),

8/18/23

.............

United

States

1,882,235

1,859,648

6,308,890

a

a

a

a

a

a

Oil,

Gas

&

Consumable

Fuels

3.2%

Buckeye

Partners

LP,

Initial

Term

Loan,

2.921%,

(1-month

USD

LIBOR

+

2.75%),

11/01/26

.............................

United

States

404,270

396,353

EG

Group

Ltd.,

Additional

Facility

USD

Term

Loan,

5.072%,

(6-month

USD

LIBOR

+

4%),

2/07/25

............................

United

Kingdom

578,312

551,565

k

Fieldwood

Energy

LLC,

First

Lien,

Closing

Date

Term

Loan,

6.25%

(3-month

USD

LIBOR

+

5.25%),

4/11/22

..................

United

States

20,615,151

5,463,015

6,410,933

a

a

a

a

a

a

Paper

&

Forest

Products

3.7%

Appvion

Operations,

Inc.,

Term

Loan,

7%,

(3-month

USD

LIBOR

+

6%),

6/12/26

.......................................

United

States

7,572,606

7,421,154

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Income

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

19

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

f,g

Senior

Floating

Rate

Interests

(continued)

Personal

Products

0.1%

Coty,

Inc.,

USD

Term

Loan,

B,

2.416%,

(1-month

USD

LIBOR

+

2.25%),

4/07/25

.....................................

United

States

349,109

$

302,678

Real

Estate

Management

&

Development

0.6%

Cushman

&

Wakefield

U.S.

Borrower

LLC,

Replacement

Term

Loan,

2.911%,

(1-month

USD

LIBOR

+

2.75%),

8/21/25

............

United

States

1,296,750

1,243,664

Road

&

Rail

4.9%

i

Kenan

Advantage

Group

Holdings

Corp.

(The),

Initial

Canadian

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

7/29/22

.............

United

States

530,069

493,626

i

Kenan

Advantage

Group

Holdings

Corp.

(The),

Initial

U.S.

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3%),

7/29/22

.............

United

States

2,229,043

2,075,797

a

Onsite

Rental

Group

Operations

Pty.

Ltd.,

Term

Loan,

B,

5.5%,

(1-month

USD

LIBOR

+

4.5%),

10/26/22

..................

United

States

6,334,266

5,584,261

Ventia

Midco

Pty.

Ltd.,

2017

Refinancing

USD

Term

Loan,

B2,

5%,

(3-month

USD

LIBOR

+

4%),

5/21/26

.....................

Australia

1,838,844

1,831,948

9,985,632

a

a

a

a

a

a

Semiconductors

&

Semiconductor

Equipment

0.7%

ON

Semiconductor

Corp.,

2019

New

Replacement

Term

Loan,

B4,

2.161%,

(1-month

USD

LIBOR

+

2%),

9/19/26

..............

United

States

1,473,750

1,452,565

Software

5.9%

athenahealth

,

Inc.,

First

Lien,

Term

Loan,

B,

4.818%,

(3-month

USD

LIBOR

+

4.5%),

2/05/26

...............................

United

States

498,737

492,815

i

Blackboard,

Inc.,

First

Lien,

Term

Loan,

B5,

7%

,

(3-month

USD

LIBOR

+

6%)

,

6/30/24

................................

United

States

1,000,000

946,875

Ceridian

HCM

Holding,

Inc.,

Initial

Term

Loan,

2.611%,

(1-week

USD

LIBOR

+

2.5%),

4/30/25

...............................

United

States

318,380

310,619

DCert

Buyer,

Inc.,

First

Lien,

Initial

Term

Loan,

4.161%,

(1-month

USD

LIBOR

+

4%),

10/16/26

...........................

United

States

1,495,375

1,477,149

h,i

Epicor

Software

Corp.,

Term

Loan,

TBD,

7/17/27

..............

United

States

591,724

592,357

Hyland

Software,

Inc.,

First

Lien,

2018

Refinancing

Term

Loan,

4%,

(1-month

USD

LIBOR

+

3.25%),

7/01/24

..................

United

States

266,187

262,064

Idera

,

Inc.,

First

Lien,

Initial

Term

Loan,

5.08%,

(3-month

USD

LIBOR

+

4%),

6/28/24

......................................

United

States

534,745

527,392

MA

Financeco

LLC,

Term

Loan,

B4,

5.25%,

(3-month

USD

LIBOR

+

4.25%),

6/05/25

.....................................

United

States

250,000

247,500

h,i

Mitchell

International,

Inc.,

Add-on

Term

Loan,

TBD,

1/21/21

.....

United

States

970,000

938,880

Perforce

Software,

Inc.,

First

Lien,

New

Term

Loan,

3.911%,

(1-month

USD

LIBOR

+

3.75%),

7/01/26

..................

United

States

1,993,980

1,942,470

Quest

Software

US

Holdings,

Inc.,

First

Lien,

Initial

Term

Loan,

4.511%,

(3-month

USD

LIBOR

+

4.25%),

5/16/25

............

United

States

994,937

974,416

Surf

Holdings

SARL,

First

Lien,

Dollar

Term

Loan,

3.827%,

(3-month

USD

LIBOR

+

3.5%),

1/15/27

...........................

Luxembourg

1,451,092

1,420,256

Ultimate

Software

Group,

Inc.

(The),

First

Lien,

2020

Incremental

Term

Loan,

4.75%,

(3-month

USD

LIBOR

+

4%),

5/04/26

......

United

States

201,382

201,807

i

Veritas

US,

Inc.,

New

Dollar

Term

Loan,

B,

5.5%,

(3-month

USD

LIBOR

+

4.5%),

1/27/23

...............................

United

States

896,834

863,390

Vertafore

,

Inc.,

First

Lien,

Initial

Term

Loan,

3.411%,

(1-month

USD

LIBOR

+

3.25%),

7/02/25

..............................

United

States

855,657

816,260

12,014,250

a

a

a

a

a

a

Specialty

Retail

7.1%

General

Nutrition

Centers,

Inc.,

Debtor-in-possess

ion

New

Money

Term

Loan,

14%,

(6

-month

USD

LIBOR

+

13

%

),

12/23/20

.....

United

States

3,655,165

3,673,440

General

Nutrition

Centers,

Inc.,

Debtor-in-possession

Roll-Up

Term

Loan,

B2,

12.25%

,

12/23/20

............................

United

States

3,655,165

3,673,440

Franklin

Floating

Rate

Master

Trust

Statement

of

Investments

Franklin

Floating

Rate

Income

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

20

See

Abbreviations

on

page

33

.

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

f,g

Senior

Floating

Rate

Interests

(continued)

Specialty

Retail

(continued)

k

General

Nutrition

Centers,

Inc.,

Term

Loan,

B2,

9.5%

,

(1-month

USD

LIBOR

+

8.75%),

3/04/21

..............................

United

States

8,410,535

$

5,952,203

Harbor

Freight

Tools

USA,

Inc.,

2018

Initial

Term

Loan,

3.25%,

(1-month

USD

LIBOR

+

2.5%),

8/18/23

...................

United

States

997,434

979,267

14,278,350

a

a

a

a

a

a

Technology

Hardware,

Storage

&

Peripherals

0.2%

Cardtronics

USA,

Inc.,

Initial

Term

Loan,

5%,

(1-month

USD

LIBOR

+

4%),

6/29/27

.......................................

United

States

431,871

431,151

Wireless

Telecommunication

Services

1.0%

T-Mobile

USA,

Inc.,

Term

Loan,

3.161%,

(1-month

USD

LIBOR

+

3%),

4/01/27

.......................................

United

States

2,000,000

2,009,426

Total

Senior

Floating

Rate

Interests

(Cost

$212,217,588)

.........................

178,162,315

Shares/Units

Escrows

and

Litigation

Trusts

0.0%

a,b,c,d

Remington

Outdoor

Co.,

Inc.,

Litigation

Units

.................

United

States

68,931

—

Total

Escrows

and

Litigation

Trusts

(Cost

$–)

...................................

—

Total

Long

Term

Investments

(Cost

$256,567,810)

...............................

189,759,307

a

Short

Term

Investments

6.1%

a

a

Country

Shares

a

Value

a

Money

Market

Funds

6.1%

l,m

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

........

United

States

12,251,544

12,251,544

Total

Money

Market

Funds

(Cost

$12,251,544)

..................................

12,251,544

Total

Short

Term

Investments

(Cost

$12,251,544

)

................................

12,251,544

a

Total

Investments

(Cost

$268,819,354)

100.0%

..................................

$202,010,851

Other

Assets,

less

Liabilities

0.0%

†

............................................

90,491

Net

Assets

100.0%

...........................................................

$202,101,342

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

13

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

11

regarding

holdings

of

5%

voting

securities.

d

See

Note

9

regarding

restricted

securities.

e

Income

may

be

received

in

additional

securities

and/or

cash.

f

See

Note

1(c)

regarding

senior

floating

rate

interests.

g

The

coupon

rate

shown

represents

the

rate

at

period

end.

h

A

portion

or

all

of

the

security

represents

an

unsettled

loan

commitment.

The

coupon

rate

is

to-be

determined

(TBD)

at

the

time

of

the

settlement

and

will

be

based

upon

a

reference

index/floor

plus

a

spread.

i

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(b).

j

See

Note

10

regarding

unfunded

loan

commitments.

k

See

Note

7

regarding

defaulted

securities.

l

See

Note

3(d)

regarding

investments

in

affiliated

management

investment

companies.

m

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Floating

Rate

Master

Trust

Financial

Statements

Statement

of

Assets

and

Liabilities

July

31,

2020

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

21

Franklin

Floating

Rate

Income

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

...................................................................

$223,262,700

Cost

-

Non-controlled

affiliates

(Note

3

d

and

11

)

..................................................

45,556,654

Value

-

Unaffiliated

issuers

..................................................................

$189,576,261

Value

-

Non-controlled

affiliates

(Note

3

d

and

11

)

..................................................

12,434,590

Cash

....................................................................................

75,503

Receivables:

Investment

securities

sold

...................................................................

9,360,898

Interest

.................................................................................

530,731

Unrealized

appreciation

on

unfunded

loan

commitments

..............................................

58,568

Other

assets

..............................................................................

175

Total

assets

..........................................................................

212,036,726

Liabilities:

Payables:

Investment

securities

purchased

..............................................................

8,913,052

Management

fees

.........................................................................

83,980

Distributions

to

shareholders

.................................................................

825,350

Unrealized

depreciation

on

unfunded

loan

commitments

..............................................

9,828

Accrued

expenses

and

other

liabilities

...........................................................

103,174

Total

liabilities

.........................................................................

9,935,384

Net

assets,

at

value

.................................................................

$202,101,342

Net

assets

consist

of:

Paid-in

capital

.............................................................................

$291,901,625

Total

distributable

earnings

(losses)

.............................................................

(89,800,283)

Net

assets,

at

value

.................................................................

$202,101,342

Shares

outstanding

.........................................................................

27,545,555

Net

asset

value

per

share

....................................................................

$7.34

Franklin

Floating

Rate

Master

Trust

Financial

Statements

Statement

of

Operations

for

the

year

ended

July

31,

2020

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

22

Franklin

Floating

Rate

Income

Fund

Investment

income:

Dividends:

Non-controlled

affiliates

(Note

3

d

and

11

)

.......................................................

$347,405

Interest:

Unaffiliated

issuers

........................................................................

14,567,795

Total

investment

income

...................................................................

14,915,200

Expenses:

Management

fees

(Note

3

a

)

...................................................................

1,613,716

Custodian

fees

(Note

4

)

......................................................................

1,699

Reports

to

shareholders

......................................................................

5,508

Registration

and

filing

fees

....................................................................

106

Professional

fees

...........................................................................

149,114

Trustees'

fees

and

expenses

..................................................................

16,447

Other

....................................................................................

11,143

Total

expenses

.........................................................................

1,797,733

Expense

reductions

(Note

4

)

...............................................................

(1,888)

Expenses

waived/paid

by

affiliates

(Note

3

d

and

3

e

)

.............................................

(311,250)

Net

expenses

.........................................................................

1,484,595

Net

investment

income

................................................................

13,430,605

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

......................................................................

(17,360,675)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

......................................................................

(19,905,849)

Non-controlled

affiliates

(Note

3

d

and

11

)

......................................................

(1,372,845)

Net

change

in

unrealized

appreciation

(depreciation)

............................................

(21,278,694)

Net

realized

and

unrealized

gain

(loss)

............................................................

(38,639,369)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

..........................................

$(25,208,764)

Franklin

Floating

Rate

Master

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

23

Franklin

Floating

Rate

Income

Fund

Year

Ended

July

31,

2020

Year

Ended

July

31,

2019

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

.................................................

$13,430,605

$26,342,449

Net

realized

gain

(loss)

.................................................

(17,360,675)

(4,185,843)

Net

change

in

unrealized

appreciation

(depreciation)

...........................

(21,278,694)

(27,018,665)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(25,208,764)

(4,862,059)

Distributions

to

shareholders

..............................................

(14,505,083)

(26,817,913)

Capital

share

transactions

(Note

2

)

..........................................

(83,275,623)

(6,300,360)

Net

increase

(decrease)

in

net

assets

...................................

(122,989,470)

(37,980,332)

Net

assets:

Beginning

of

year

.......................................................

325,090,812

363,071,144

End

of

year

...........................................................

$202,101,342

$325,090,812

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

Franklin

Floating

Rate

Income

Fund

24

Annual

Report

1.

Organization

and

Significant

Accounting

Policies

Franklin

Floating

Rate

Master

Trust (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-end

management

investment

company,

consisting

of

two separate

funds

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP).

Franklin

Floating

Rate

Income

Fund

(Fund)

is

included

in

this

report.

The

Fund’s

shares

are

exempt

from

registration

under

the

Securities

Act

of

1933.

The

following

summarizes

the

Fund’s

significant

accounting

policies.

a.

Financial

Instrument

Valuation 

The

Fund's

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The

Fund

calculates

the

net

asset

value

(NAV)

per

share

each business

day as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE),

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Trust's

Board

of

Trustees

(the

Board),

the

Fund's

administrator

has

responsibility

for

oversight

of

valuation,

including

leading

the

cross-functional

Valuation

Committee

(VC).

The

Fund

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

to

determine

fair

value. 

Equity

securities

listed

on

an

exchange

or

on

the

NASDAQ

National

Market

System

are

valued

at

the

last

quoted

sale

price

or

the

official

closing

price of

the

day,

respectively.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

of

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

in

multiple

markets

or

on

multiple

exchanges

are

valued

according

to

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

or

relationships

to

similar

securities. 

Debt

securities

generally

trade

in

the

OTC

market

rather

than

on

a

securities

exchange.

The

Fund's

pricing

services

use

multiple

valuation

techniques

to

determine

fair

value.

In

instances

where

sufficient

market

activity

exists,

the

pricing

services

may

utilize

a

market-based

approach

through

which

quotes

from

market

makers

are

used

to

determine

fair

value.

In

instances

where

sufficient

market

activity

may

not

exist

or

is

limited,

the

pricing

services

also

utilize

proprietary

valuation

models

which

may

consider

market

characteristics

such

as

benchmark

yield

curves,

credit

spreads,

estimated

default

rates,

anticipated

market

interest

rate

volatility,

coupon

rates,

anticipated

timing

of

principal

repayments,

underlying

collateral,

and

other

unique

security

features

in

order

to

estimate

the

relevant

cash

flows,

which

are

then

discounted

to

calculate

the

fair

value.

Investments

in

open-end

mutual

funds

are

valued

at

the

closing

NAV.

The

Fund

has

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the Fund

primarily

employs

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values,

and

other

relevant

information

for

the

investment

to

determine

the

fair

value

of

the

investment.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

b.

Securities

Purchased

on

a

Delayed

Delivery

Basis

The

Fund

purchases

securities

on

a

delayed

delivery

basis,

with

payment

and

delivery

scheduled

for

a

future

date.

These

transactions

are

subject

to

market

fluctuations

and

are

subject

to

the

risk

that

the

value

at

delivery

may

be

more

or

less

than

the

trade

date

purchase

price.

Although

the

Fund

will

generally

purchase

these

securities

with

the

intention

of

holding

the

securities,

it

may

sell

the

securities

before

the

settlement

date.

Sufficient

assets

have

been

segregated

for

these

securities.

c.

Senior

Floating

Rate

Interests

The

Fund

invests

in

senior

secured

corporate

loans

that

pay

interest

at

rates

which

are

periodically

reset

by

reference

to

a

base

lending

rate

plus

a

spread.

These

base

lending

rates

are

generally

the

prime

rate

offered

by

a

designated

U.S.

bank

or

the

London

InterBank

Offered

Rate

(LIBOR).

Senior

secured

corporate

loans

often

require

prepayment

of

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

25

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

principal

from

excess

cash

flows

or

at

the

discretion

of

the

borrower.

As

a

result,

actual

maturity

may

be

substantially

less

than

the

stated

maturity.

Senior

secured

corporate

loans

in

which

the Fund

invests

are

generally

readily

marketable,

but

may

be

subject

to

certain

restrictions

on

resale.

On

July

27,

2017,

the

United

Kingdom’s

Financial

Conduct

Authority

announced

its

intention

to

cease

sustaining

LIBOR

after

2021.

There

remains

uncertainty

regarding

the

future

utilization

of

LIBOR

and

the

nature

of

any

replacement

rate.

As

such,

the

potential

effect

of

a

transition

away

from

LIBOR

on

the

Fund

or

the

Fund’s

investments

that

use

or

may

use

a

floating

rate

based

on

LIBOR

cannot

yet

be

determined.

d.

Income

Taxes

It

is the

Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. The

Fund

intends

to

distribute

to

shareholders

substantially

all

of

its

taxable

income

and

net

realized

gains

to

relieve

it

from

federal

income

and excise

taxes.

As

a

result,

no

provision

for

U.S.

federal

income

taxes

is

required.

The

Fund

may

recognize

an

income

tax

liability

related

to

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

a

less

than

50%

probability

that

it

will

be

sustained

upon

examination

by

the

tax

authorities

based

on

its

technical

merits.

As

of

July

31,

2020,

the

Fund

has

determined

that

no

tax

liability

is

required

in

its

financial

statements

related

to

uncertain

tax

positions

for

any

open

tax

years

(or

expected

to

be

taken

in

future

tax

years).

Open

tax

years

are

those

that

remain

subject

to

examination

and

are

based

on

the

statute

of

limitations

in

each

jurisdiction

in

which

the

Fund

invests. 

e.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

Security

transactions

are

accounted

for

on

trade

date.

Realized

gains

and

losses

on

security

transactions

are

determined

on

a

specific

identification

basis.

Interest

income

and

estimated

expenses

are

accrued

daily.

Amortization

of

premium

and

accretion

of

discount

on

debt

securities

are

included

in

interest

income.

Facility

fees

are

recognized

as

income

over

the

expected

term

of

the

loan.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Dividends

from

net

investment

income

are

normally

declared

daily;

these

dividends

may

be

reinvested

or

paid

monthly

to

shareholders.

Distributions

from

realized

capital

gains

and

other

distributions,

if

any,

are

recorded

on

the

ex-dividend

date.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

These

differences

may

be

permanent

or

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

to

reflect

their

tax

character.

These

reclassifications

have

no

impact

on

net

assets

or

the

results

of

operations.

Temporary

differences

are

not

reclassified,

as

they

may

reverse

in

subsequent

periods.

Common

expenses

incurred

by

the

Trust

are

allocated

among

the

Funds

based

on

the

ratio

of

net

assets

of

each

Fund

to

the

combined

net

assets

of

the

Trust

or

based

on

the

ratio

of

number

of

shareholders

of

each

Fund

to

the

combined

number

of

shareholders

of

the

Trust.

Fund

specific

expenses

are

charged

directly

to

the

Fund

that

incurred

the

expense.

f.

Accounting

Estimates

The

preparation

of

financial

statements

in

accordance

with

U.S.

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

amounts

of

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

g.

Guarantees

and

Indemnifications

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

by

the

Trust

against

certain

liabilities

arising

out

of

the

performance

of

their

duties

to

the

Trust.

Additionally,

in

the

normal

course

of

business,

the

Trust,

on

behalf

of

the

Fund,

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The

Trust's

maximum

exposure

under

these

arrangements

is

unknown

as

this

would

involve

future

claims

that

may

be

made

against

the

Trust

that

have

not

yet

occurred.

Currently,

the

Trust

expects

the

risk

of

loss

to

be

remote.

1.

Organization

and

Significant

Accounting

Policies

(continued)

c.

Senior

Floating

Rate

Interests

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

26

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

2.

Shares

of

Beneficial

Interest

At

July

31,

2020,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Fund’s

shares

were

as

follows:

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Trust

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

The

Fund

pays

an

investment

management

fee

to

Advisers

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

b.

Administrative

Fees

Under

an

agreement

with

Advisers,

FT

Services

provides

administrative

services

to

the

Fund.

The

fee

is

paid

by

Advisers

based

on

the

Fund’s

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Fund.

c.

Transfer

Agent

Fees

Investor

Services,

under

terms

of

an

agreement,

performs

shareholder

servicing

for

the

Fund

and

is

not

paid

by

the Fund

for

the

services.

Year

Ended

July

31,

2020

2019

Shares

Amount

Shares

Amount

Shares

redeemed

...............................

(10,220,758)

$(83,275,623)

(666,000)

$(6,300,360)

Net

increase

(decrease)

..........................

(10,220,758)

$(83,275,623)

(666,000)

$(6,300,360)

Subsidiary

Affiliation

Franklin

Advisers,

Inc.

(Advisers)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

Annualized

Fee

Rate

Net

Assets

0.650%

Up

to

and

including

$500

million

0.550%

Over

$500

million,

up

to

and

including

$1

billion

0.500%

Over

$1

billion,

up

to

and

including

$1.5

billion

0.450%

Over

$1.5

billion,

up

to

and

including

$6.5

billion

0.425%

Over

$6.5

million,

up

to

and

including

$11.5

billion

0.400%

Over

$11.5

billion,

up

to

and

including

$16.5

billion

0.390%

Over

$16.5

billion,

up

to

and

including

$19

billion

0.380%

Over

$19

billion,

up

to

and

including

$21.5

billion

0.370%

In

excess

of

$21.5

billion

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

27

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

d.

Investments

in

Affiliated

Management

Investment

Companies

The

Fund

invests

in

one

or

more

affiliated

management

investment

companies

for

purposes

other

than

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Fund

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statement

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

year

ended

July

31,

2020,

the

Fund

held

investments

in

affiliated

management

investment

companies

as

follows:

e.

Waiver

and

Expense

Reimbursements

Advisers

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

the

Fund

so

that

the

operating

expenses

(excluding

acquired

fund

fees

and

expenses

and

certain

non-routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

of

the

Fund

do

not

exceed

0.60%,

based

on

the

average

net

assets

until

November

30,

2020.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Fund's

fiscal

year

end.

f.

Other

Affiliated

Transactions

At

July

31,

2020,

the

shares

of

the

Fund

were

owned

by

the

following

investment

companies:

a

Investment

activities

of

significant

investment

companies

could

have

a

material

impact

on

the

Fund.

4.

Expense

Offset

Arrangement

The

Fund has

entered

into

an

arrangement

with

its

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Fund's

custodian

expenses.

During

the

year

ended

July

31,

2020,

the

custodian

fees

were

reduced

as

noted

in

the

Statement

of

Operations. 

a

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

a

a

a

a

a

a

a

a

a

Franklin

Floating

Rate

Income

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

0%

.........

$37,831,757

$171,027,898

$(196,608,111)

$

—

$

—

$

12,251,544

12,251,544

$

347,405

Total

Affiliated

Securities

....

$37,831,757

$171,027,898

$(196,608,111)

$—

$—

$12,251,544

$347,405

Shares

Percentage

of

Outstanding

Shares

\

a

Franklin

Strategic

Income

Fund

15,243,687

55.3%

Franklin

Floating

Rate

Daily

Access

Fund

5,779,667

21.0%

Franklin

Low

Duration

Total

Return

Fund

2,389,308

8.7%

Franklin

Total

Return

Fund

1,549,310

5.6%

Franklin

Floating

Rate

Master

Series

1,464,632

5.3%

Franklin

Strategic

Income

VIP

Fund

1,118,951

4.1%

Total

27,545,555

100.0%

3.

Transactions

with

Affiliates

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

28

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

5.

Income

Taxes

For

tax

purposes,

capital

losses

may

be

carried

over

to

offset

future

capital

gains.

At

July

31,

2020,

the

capital

loss

carryforwards

were

as

follows:

The

tax

character

of

distributions

paid

during

the

years

ended

July

31,

2020

and

2019,

was

as

follows:

At

July

31,

2020,

the

cost

of

investments,

net

unrealized

appreciation

(depreciation)

and

undistributed

ordinary

income

for

income

tax

purposes

were

as

follows:

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatments

of

defaulted

securities,

wash

sales

and

bond

discounts

and

premiums.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

year

ended

July

31,

2020,

aggregated

$153,537,556

and

$223,326,399,

respectively.

7.

Credit Risk

and

Defaulted

Securities

At

July

31,

2020,

the

Fund

had

92.5%

of

its

portfolio

invested

in

high

yield

securities,

senior

secured

floating

rate

loans,

or

other

securities

rated

below

investment

grade

and

unrated

securities,

if

any.

These

securities

may

be

more

sensitive

to

economic

conditions

causing

greater

price

volatility

and

are

potentially

subject

to

a

greater

risk

of

loss

due

to

default

than

higher

rated

securities.

The

Fund

held

defaulted

securities

and/or

other

securities

for

which

the

income

has

been

deemed

uncollectible.

At

July

31,

2020,

the

aggregate

value

of

these

securities

was

$12,434,795,

representing

6.2%

of

the

Fund's

net

assets.

The

Fund

discontinues

accruing

income

on

securities

for

which

income

has

been

deemed

uncollectible

and

provides

an

estimate

for

losses

on

interest

receivable.

The

securities

have

been

identified

in

the

accompanying

Statement

of

Investments.

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

................................................................................

$4,543,494

Long

term

................................................................................

16,688,383

Total

capital

loss

carryforwards

...............................................................

$21,231,877

2020

2019

Distributions

paid

from:

Ordinary

income

..........................................................

$14,505,083

$26,817,913

Cost

of

investments

..........................................................................

$270,986,595

Unrealized

appreciation

........................................................................

$3,506,991

Unrealized

depreciation

........................................................................

(72,482,735)

Net

unrealized

appreciation

(depreciation)

..........................................................

$(68,975,744)

Distributable

earnings:

Undistributed

ordinary

income

...................................................................

$1,183,949

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

29

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

8. Novel

Coronavirus

Pandemic 

The

global

outbreak

of

the

novel

coronavirus

disease,

known

as

COVID-19, has

caused

adverse

effects

on

many

companies,

sectors,

nations,

regions

and

the

markets

in

general, and

may

continue for

an unpredictable duration.

The

effects

of

this

pandemic

may

materially

impact

the

value

and

performance

of

the Fund, its ability

to

buy

and

sell

fund

investments

at

appropriate

valuations

and its ability

to

achieve its investment

objectives.

9.

Restricted

Securities

The

Fund

invests

in

securities

that

are

restricted

under

the

Securities

Act

of

1933

(1933

Act).

Restricted

securities

are

often

purchased

in

private

placement

transactions,

and

cannot

be

sold

without

prior

registration

unless

the

sale

is

pursuant

to

an

exemption

under

the

1933

Act.

Disposal

of

these

securities

may

require

greater

effort

and

expense,

and

prompt

sale

at

an

acceptable

price

may

be

difficult.

The Fund

may

have

registration

rights

for

restricted

securities.

The

issuer

generally

incurs

all

registration

costs.

At

July

31,

2020,

investments

in

restricted

securities,

excluding

securities

exempt

from

registration

under

the

1933

Act,

were

as

follows:

10.

Unfunded

Loan

Commitments

The

Fund

enters

into

certain

credit

agreements,

all

or

a

portion

of

which

may

be

unfunded.

The Fund

is

obligated

to

fund

these

loan

commitments

at

the

borrowers’

discretion.

Unfunded

loan

commitments

and

funded

portions

of

credit

agreements

are

marked

to

market

daily

and

any

unrealized

appreciation

or

depreciation

is

included

in

the Statement

of

Assets

and

Liabilities

and

the Statement

of

Operations.

Funded

portions

of

credit

agreements

are

presented

in

the

Statement

of

Investments.

At

July

31,

2020,

unfunded

commitments

were

as

follows:

Principal

Amount

*

/

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Floating

Rate

Income

Fund

209,637

a

Appvion

Operations,

Inc..

......................

6/14/18

$

2,148,646

$

4,104,406

4,747,033

b

Onsite

Rental

Group

Operations

Pty.

Ltd.

..........

5/21/20

—

138,088

68,931

c

Remington

Outdoor

Co.,

Inc.,

Litigation

Units

..

......

5/16/18

—

—

Total

Restricted

Securities

(Value

is

2.10%

of

Net

Assets)

.............

$2,148,646

$4,242,494

*

In

U.S.

dollars

unless

otherwise

indicated.

a

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$7,421,154

as

of

July

31,

2020.

b

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$12,755,713

as

of

July

31,

2020.

c

The

Fund

also

invests

in

unrestricted

securities

of

the

issuer,

valued

at

$183,046

as

of

July

31,

2020.

Borrower

Unfunded

Commitment

Pathway

Vet

Alliance

LLC

$169,416

24

Hour

Fitness

Worldwide,

Inc.

943,490

Total

$1,112,906

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

30

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

11.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

The

1940

Act

defines

"affiliated

companies"

to

include

investments

in

portfolio

companies

in

which

a

fund

owns

5%

or

more

of

the

outstanding

voting

securities.

During

the

year

ended

July

31,

2020,

investments

in

“affiliated

companies”

were

as

follows:

12.

Credit

Facility

The

Fund,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

by

Franklin

Templeton,

are

borrowers

in

a

joint

syndicated

senior

unsecured

credit

facility

totaling

$2

billion

(Global

Credit

Facility)

which

matures

on

February

5,

2021.

This

Global

Credit

Facility

provides

a

source

of

funds

to

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

to

meet

future

unanticipated

or

unusually

large

redemption

requests.

Under

the

terms

of

the

Global

Credit

Facility,

the

Fund

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Fund

and

other

costs

incurred

by

the

Fund,

pay

its

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

its

relative

share

of

the

aggregate

net

assets

of

all

of

the

Borrowers,

including

an

annual

commitment

fee

of

0.15%

based

upon

the

unused

portion

of

the

Global

Credit

Facility.

These

fees

are

reflected

in

other

expenses

in

the

Statement

of

Operations.

During

the

year

ended

July

31,

2020,

the

Fund

did

not

use

the

Global

Credit

Facility.

13.

Fair

Value

Measurements

The

Fund

follows

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Fund's

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the

Fund's financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the

Fund's

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares/Principal

Amount

*

Held

at

End

of

Year

Investment

Income

Franklin

Floating

Rate

Income

Fund

Non-Controlled

Affiliates

Dividends

Remington

Outdoor

Co.,

Inc

.

$

1,555,891

$

—

$

—

$

—

$

(1,372,845)

$

183,046

732,184

$

—

Remington

Outdoor

Co.,

Inc.,

Litigation

Units

.........

—

—

—

—

—

—

68,931

—

Total

Affiliated

Securities

(Value

is

0.1%

of

Net

Assets)

$1,555,891

$—

$—

—

(1,372,845)

$183,046

$—

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

31

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

July

31,

2020,

in

valuing

the

Fund's

assets

carried

at

fair

value,

is

as

follows:

Liabilities:

A

reconciliation

in

which

Level

3

inputs

are

used

in

determining

fair

value

is

presented

when

there

are

significant

Level

3

assets

and/or

liabilities

at

the

beginning

and/or

end

of

the year.

At

July

31,

2020,

the

reconciliation is

as follows:

Level

1

Level

2

Level

3

Total

Franklin

Floating

Rate

Income

Fund

Assets:

Investments

in

Securities:

a

Common

Stocks

........................

$

—

$

—

$

4,425,540

$

4,425,540

Corporate

Bonds

........................

—

—

7,171,452

7,171,452

Senior

Floating

Rate

Interests

...............

—

172,578,054

5,584,261

178,162,315

Escrows

and

Litigation

Trusts

...............

—

—

—

b

—

Short

Term

Investments

...................

12,251,544

—

—

12,251,544

Total

Investments

in

Securities

...........

$12,251,544

$172,578,054

$17,181,253

$202,010,851

Other

Financial

Instruments:

Unfunded

Loan

Commitments

...............

$

—

$

5

8,

568

$

—

$

5

8,

568

Total

Other

Financial

Instruments

.........

$—

$58,568

$—

$58,568

Other

Financial

Instruments:

Unfunded

Loan

Commitments

...............

$—

$9,828

$—

$9,828

Total

Other

Financial

Instruments

.........

$—

$9,828

$—

$8,828

a

For

detailed

categories,

see

the

accompanying

Statement

of

Investments.

b

Includes

securities

determined

to

have

no

value

at

July

31,

2020.

Balance

at

Beginning

of

Year

Purchases

Sales

Transfer

Into

Level

3

a

Transfer

Out

of

Level

3

Cost

Basis

Adjust-

ments

b

Net

Realized

Gain

(Loss)

Net

Unr

ealized

Appreciatio

n

(

Depreciation

)

Balance

at

End

of

Year

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Assets

Held

at

Year

End

a

a

a

a

a

a

a

a

a

a

a

Franklin

Floating

Rate

Income

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

.

$

—

$

—

$

—

$

366,092

$

—

$

—

$

—

$

(183,046)

$

183,046

$

(183,046)

Paper

&

Forest

Products

.

2,396,922

—

—

—

—

—

—

1,707,484

4,104,406

1,707,484

Road

&

Rail

—

—

—

—

c

—

—

—

138,088

138,088

138,088

Corporate

Bonds

:

Road

&

Rail

—

—

—

7,225,954

—

754,166

—

(808,668)

7,171,452

(808,668)

Senior

Floating

Rate

Interests

:

Road

&

Rail

—

—

—

6,112,56

6

—

(19,124)

—

(509,181)

5,584,261

(509,181)

Escrows

and

Litigation

Trusts

....

—

c

—

—

—

—

(516,983)

516,983

—

—

c

—

Total

Investments

in

Securities

.......

$2,396,922

$—

$—

$13,704,612

$—

218,059

516,983

344,677

$17,181,253

344,677

13.

Fair

Value

Measurements

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

32

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

Significant

unobservable

valuation

inputs

for

material

Level

3

assets

and/or

liabilities

and

impact

to

fair

value

as

a

result

of

changes

in

unobservable

valuation

inputs

as

of

July

31,

2020,

are

as

follows:

14.

New

Accounting

Pronouncements

In

March

2020,

the

Financial

Accounting

Standards

Board

(FASB)

issued

Accounting

Standards

Update

(ASU)

No.

2020-

04,

Reference

Rate

Reform

(Topic

848)

–

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting.

The

amendments

in

the

ASU

provides

optional

temporary

financial

reporting

relief

from

the

effect

of

certain

types

of

contract

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

(LIBOR)

and

other

interbank-offered

a

The

investment

was

transferred

into

level

3

as

a

result

of

the

unavailability

of

a

quoted

market

price

in

an

active

market

for

identical

securities

and

other

significant

observable

valuation

inputs.

b

May

include

accretion,

amortization,

partnership

adjustments,

and/or

other

cost

basis

adjustments.

c

Includes

securities

determined

to

have

no

value.

Description

Fair

Value

at

End

of

Year

Valuation

Technique

Unobservable

Inputs

Amount

/

Range

(Weighted

Average)

a

Impact

to

Fair

Value

if

Input

Increases

b

Franklin

Floating

Rate

Income

Fund

Assets:

Investments

in

Securities:

Common

Stocks:

Paper

&

Forest

Products.......

$4,104,406

Discounted

cash

flow

Weighted

average

cost

of

capital

16.5%

Decrease

c

Free

cash

flow

$162.1

mil

Increase

Discount

for

lack

of

marketability

20.0%

Decrease

c

Long

term

growth

0.0%

Increase

Corporate

Bonds:

Road

&

Rail..........................

7,171,452

Discounted

cash

flow

Discount

rate

16.7%

Decrease

c

Free

cash

flow

$8.8

mil

Increase

Senior

Floating

Rate

Interests:

Road

&

Rail..........................

5,584,261

Discounted

cash

flow

Discount

rate

12.1%

Decrease

c

Free

cash

flow

$7.1

mil

Increase

All

Other

Investments..............

321,134

d,e

Total...........................................

$17,181,253

a

Weighted

based

on

the

relative

fair

value

of

the

financial

instruments.

b

Represents

the

directional

change

in

the

fair

value

that

would

result

from

a

significant

and

reasonable

increase

in

the

corresponding

input.

A

significant

and

reasonable

decrease

in

the

input

would

have

the

opposite

effect.

Significant

impacts,

if

any,

to

fair

value

and/or

net

assets

have

been

indicated.

c

Represents

a

significant

impact

to

fair

value

and

net

assets.

d

Includes

financial

instruments

with

values

derived

using

private

transaction

prices

or

non-public

third

party

pricing

information

which

is

unobservable.

May

also

include

fair

value

of

immaterial

financial

instruments

developed

using

various

valuation

techniques

and

unobservable

inputs.

e

Includes

securities

determined

to

have

no

value

at

July

31,

2020.

13.

Fair

Value

Measurements

(continued)

Franklin

Floating

Rate

Master

Trust

Notes

to

Financial

Statements

33

Annual

Report

Franklin

Floating

Rate

Income

Fund

(continued)

based

reference

rates

as

of

the

end

of

2021.

The

ASU

is

effective

for

certain

reference

rate-related

contract

modifications

that

occur

during

the

period

March

12,

2020

through

December

31,

2022.

Management

has

reviewed

the

requirements

and

believes

the

adoption

of

this

ASU

will

not

have

a

material

impact

on

the

financial

statements.

15.

Subsequent

Events

The

Fund

has

evaluated

subsequent

events

through

the

issuance

of

the financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure.

Abbreviations

Currency

USD

United

States

Dollar

Selected

Portfolio

LIBOR

London

Inter-Bank

Offered

Rate

PIK

Payment-In-Kind

14.

New

Accounting

Pronouncements

(continued)

Franklin

Floating

Rate

Master

Trust

Report

of

Independent

Registered

Public

Accounting

Firm

34

franklintempleton.com

Annual

Report

To

the

Board

of

Trustees

of

Franklin

Floating

Rate

Master

Trust

and

Shareholders

of

Franklin

Floating

Rate

Income

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

statement

of

investments,

of

Franklin

Floating

Rate

Income

Fund

(one

of

the

funds

constituting

Franklin

Floating

Rate

Master

Trust,

referred

to

hereafter

as

the

"Fund")

as

of

July

31,

2020,

the

related

statement

of

operations

for

the

year

ended

July

31,

2020,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2020,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

July

31,

2020,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

July

31,

2020

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

July

31,

2020

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

PricewaterhouseCoopers

LLP

San

Francisco,

California

September

21,

2020

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

Franklin

Templeton

Group

of

Funds

since

1948.

Franklin

Floating

Rate

Master

Trust

Tax

Information

(unaudited)

36

franklintempleton.com

Annual

Report

Franklin

Floating

Rate

Income

Fund

Under

Section

871(k)(1)(C)

of

the

Internal

Revenue

Code,

the

Fund

hereby

reports

the

maximum

amount

allowable

but

no

less

than

$13,799,699

as

interested

related

for

purposes

of

the

tax

imposed

under

Section

871(a)(1)(A)

of

the

Internal

Revenue

Code

for

the

fiscal

year

ended

July,

31,

2020.

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
.       

(a)      Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $140,961 for the fiscal year ended July 31, 2020 and $144,624 for the fiscal year ended July 31, 2019.

(b)      Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.  

(c)      Tax Fees

There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $0 for the fiscal year ended July 31, 2020 and $20,000 for the fiscal year ended July 31, 2019.  The services for which these fees were paid included professional fees in connection with tax treatment of equipment lease transactions.

(d)      All Other Fees

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not  reported in paragraphs (a)-(c) of Item 4 were $467 for the fiscal year ended July 31, 2020 and $0 for the fiscal year ended July 31, 2019.  The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process. 

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $183,444 for the fiscal year ended July 31, 2020 and $14,500 for the fiscal year ended July 31, 2019.  The services for which these fees were paid included for the issuance of an Auditor's Certificate for South Korean regulatory shareholders disclosures, professional fees in connection with determining the feasibility of a U.S. direct lending structure, valuation services related to a fair value engagement, and benchmarking services in connection with the ICI TA Survey.  

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

      (i)   pre-approval of all audit and audit related services;

      (ii)  pre-approval of all non-audit related services to be provided to the Fund by the auditors;

      (iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

      (iv)  establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $183,911 for the fiscal year ended July 31, 2020 and $34,500 for the fiscal year ended July 31, 2019.

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5.  Audit Committee

of Listed Registrants.       N/A

Item 6.  Schedule of Investments.                     N/A

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

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.

During the period covered by this report, a third-party service provider commenced performing certain accounting and administrative services for the Registrant that are subject to Franklin Templeton’s oversight.

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

Item 13. Exhibits.

(a) (1) Code of Ethics

Code of Ethics

(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 Gaston Gardey, Chief Financial Officer and Chief Accounting Officer

Section 302

(b)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of

Matthew T. Hinkle

, Chief Executive Officer - Finance and Administration, and Gaston Gardey, Chief Financial Officer and Chief Accounting Officer

Section 906

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 FLOATING RATE MASTER TRUST

By __S\MATTHEW T. HINKLE______________________

      Matthew T. Hinkle

      Chief Executive Officer - Finance and Administration

Date September 25, 2020

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 September 25, 2020

By _S\GASTON GARDEY________________________

Gaston Gardey

      Chief Financial Officer and Chief Accounting Officer

Date September 25, 2020