NAME OF REGISTRANT:
Franklin Floating Rate Master Trust
File No. 811-09869
EXHIBIT ITEM: Legal Proceedings (Item B.11.b)
Mudrick Capital Management L.P., et al. v. QuarterNorth Energy Inc., et al.
On February 7, 2024, certain funds purporting to hold shares of common 
stock and warrants in QuarterNorth Energy Inc. (QNE or the Company), 
and the investment managers of those funds (collectively, Plaintiffs), 
filed a Complaint in the Delaware Court of Chancery 
(C.A. No. 2024-0106-LWW), along with motions for a temporary restraining 
order and expedited proceedings, related to the merger between the Company 
and Talos Energy Inc. (Talos). Plaintiffs named as defendants the Company 
and certain shareholders that collectively owned 50% or more of QNE common 
stock (collectively, the "Shareholder Defendants"), including certain 
Franklin Templeton funds and accounts.
(1) In their initial complaint, Plaintiffs asserted that the Shareholder 
Defendants improperly invoked a drag-along provision of a stockholder 
agreement to force, through the then-impending merger with Talos, an 
early conversion of Plaintiffs' warrants at an allegedly inflated 
conversion price. Plaintiffs claimed they would suffer irreparable 
harm in the form of a lost right in the future to exercise warrants 
for merger consideration, including Talos stock. Plaintiffs sought 
preliminary and permanent injunctive relief preventing all defendants 
from invoking drag-along rights as to Plaintiffs, as well as a declaratory 
judgment that the Shareholder Defendants could not force Plaintiffs to 
participate in the drag-along sale. Plaintiffs also purported to assert 
claims against the Company for declaratory judgment, specific performance, 
and unjust enrichment relating to the alleged under-valuation of Plaintiffs' 
warrants. 
On February 20, 2024, QNE stockholders voted to approve the Talos merger. 
On February 26, 2024, the court issued a memorandum opinion denying 
Plaintiffs' motion for declaratory relief. On March 4, 2024, Talos 
completed its acquisition of the Company. 
On May 21, 2024, Plaintiffs filed an amended complaint, which, among 
other things, named certain investment advisors as defendants 
(the "Advisor Defendants"). Plaintiffs claimed that the Company's 
board of directors breached warrant agreements and diluted the 
Company's warrant-holders by using an incorrect value for QNE stock 
in the merger transaction with Talos. According to Plaintiffs, the 
Company's board was majority controlled by the Shareholder and Adviser 
Defendants, and the Shareholder and Adviser Defendants allegedly benefited 
from the alleged dilution of Plaintiffs' interests. Plaintiffs in their 
amended complaint purported to assert causes of action against the Company 
for breach of contract and against the Shareholder and Adviser Defendants 
for unjust enrichment, seeking unspecified money damages.
On June 11, 2024, Defendants filed a motion to dismiss the amended complaint. 
In November 2024, the court granted, in part, the motion to dismiss, 
dismissing five non-Delaware domiciled stockholders for lack of personal 
jurisdiction, as well as the unjust enrichment claim against the 
Shareholder and Adviser Defendants, including the Franklin Fund and advisor 
defendants. A trial was held on the remaining claims in April 2026, and 
post-trial briefing has been completed. The remaining parties to the case 
are awaiting a ruling. At this time, it is not possible to predict the 
outcome of the proceeding or to estimate a range of reasonably possible 
gain or loss, if any, with respect to the Fund. 

(1) The named Franklin Templeton funds and accounts 
(collectively, the "Franklin Funds") are: Franklin Floating Rate Master 
Trust-Franklin Floating Rate Master Series; Franklin Investors Securities 
Trust- Franklin Floating Rate Daily Access Fund, Franklin Total Return Fund, 
and Franklin Low Duration Total Return Fund; Franklin Canadian Core Plus Bond 
Fund and Franklin Canadian Short Term Bond Fund; Franklin Strategic 
Series-Franklin Core Plus Bond Fund; Franklin Templeton Variable Insurance 
Products Trust-Franklin Strategic Income VIP Fund; 
Brighthouse Funds Trust I - Brighthouse Franklin Low Duration Total Return 
Portfolio; and Nebraska Investment Council.