Edgar Filing: ING PRIME RATE TRUST

Funds

Quarterly Report

May 31, 2009

ING Prime Rate Trust

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This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds' investment objectives, risks, charges, expenses and other information. This information should be read carefully.

ING Prime Rate Trust

QUARTERLY REPORT

May 31, 2009

Table of Contents

Portfolio Managers' Report					2

Statement of Assets and Liabilities					8

Statement of Operations					9

Statements of Changes in Net Assets					10

Statement of Cash Flows					11

Financial Highlights					12

Notes to Financial Statements					14

Portfolio of Investments					25

Additional Information					53

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

ING Prime Rate Trust (the "Trust") is a diversified, closed-end management investment company that seeks to provide investors with as high a level of current income as is consistent with the preservation of capital. The Trust seeks to achieve this objective by investing, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in U.S. dollar denominated floating rate secured senior loans.

PORTFOLIO CHARACTERISTICS AS OF MAY 31, 2009
Net Assets	$	673,446,163
Total Assets	$	931,200,627
Assets Invested in Senior Loans	$	904,594,442
Senior Loans Represented		471
Average Amount Outstanding per Loan	$	1,920,583
Industries Represented		36
Average Loan Amount per Industry	$	25,127,623
Portfolio Turnover Rate (YTD)		3	%
Weighted Average Days to Interest Rate Reset		37
Average Loan Final Maturity		52 months
Total Leverage as a Percentage of Total Assets (including preferred shares)		25.88	%

PERFORMANCE SUMMARY

The Trust declared $0.07 of dividends during the first fiscal quarter ended May 31, 2009. Based on the average month-end net asset value ("NAV") per share of $3.98, this resulted in an annualized distribution rate^₍₁₎ of 7.37% for the quarter. The Trust's total net return for the first fiscal quarter, based on NAV, was 24.10% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")^₍₂₎ of 16.96% for the same quarter. For the year ended May 31, 2009, the Trust's total return, based on NAV, was (21.72)%, versus (9.03)% gross return for the Index. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the first fiscal quarter was 19.95% and for the year ended May 31, 2009 was (24.55)%.

MANAGER'S COMMENTARY

A continued strong tone to the non-investment grade loan market underpinned the Trust's first fiscal quarter, as new-issue supply remained sparse and demand held firm in the face of a further decline in inter-bank interest rates. Importantly, underlying demand for loans also broadened during the quarter, as mutual fund investors joined institutions in looking to capture a floating rate investment opportunity at a discount, as a hedge against potentially higher interest rates down the road.

^₍₁₎ The distribution rate is calculated by annualizing dividends declared during the period and dividing the resulting annualized dividend by the Trust's average net asset value (in the case of NAV) or the average month-end NYSE Composite closing price (in the case of market). The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate may or may not include all investment income and ordinarily will not include capital gains or losses, if any.

^₍₂₎ The S&P/LSTA Leveraged Loan Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's ("S&P") and the Loan Syndications and Trading Association ("LSTA") conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

An indication of better sentiment and liquidity, risk appetite on the part of loan investors has also increased measurably during recent months, as evidenced by the recent strong performance of the riskiest sub-sector of the loan market. Year-to-date through May 31, loans rated "CCC" or below posted a total return of 32.1%, as compared to 24.4% for those rated "BB". Further, second-lien loans have significantly outperformed first-lien loans during the last few months and are now slightly ahead on a year-to-date basis. While we are encouraged by the rally in the higher risk segment of our market, in our view, the basis for this extraordinary move has been, essentially, taking the "worst case" scenario off the table. At this juncture, we remain unconvinced that any substantial broad-based move up from here in high risk credit is justified based on macro credit fundamentals. Simply, in our view, while the outlook for the U.S. and global economies has brightened in recent months, there is still a ways to go before loan investors can declare a victory in this credit cycle. As such, we remain fundamentally cautious on the lowest rated segment of the loan market, particularly in light of increasing default rates and potentially lower overall collateral and recovery values (the latter risk still being reflected in current loan prices). The trailing default rate (by principal amount) at the Index level as of May 31 stood at 8.66%, a new recorded high. As we stated in our last report, we fully anticipate that figure to move into the mid-teens as we approach the peak of the cycle.

The Trust's favorable performance relative to the Index during the fiscal quarter was driven by a combination of factors. First, the Trust continues to utilize a moderate amount of leverage for investment purposes, which, in a rising loan price environment, is accretive to total return (see "USE OF LEVERAGE" below). Second, even though the Trust (by way of a long-standing underweight) has not participated meaningfully in the recent distressed rally in the still-troubled automotive sector, quarterly performance did profit from favorable issuer selection. Top contributors to Index and Trust returns during the period included market bellwethers Univision Communications, Inc., Texas Competitive Electric Holdings and LyondellBasell (a/k/a Lyondell Chemical Company), each benefiting from improved financial and/or technical performance. The Trust did not hold any of the top five quarterly detractors to Index returns, with the exception of Fontainebleau Las Vegas, LLC, a new casino development that has suffered due to both a decline in visitation to the Las Vegas Strip and financing-related difficulties. Lastly, but certainly not least, quarterly returns were buoyed by

TOP TEN SENIOR LOAN ISSUERS AS OF MAY 31, 2009 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
CHS/Community Health Systems, Inc.		3.6	%		5.0	%
Cequel Communications, LLC		3.3	%		4.5	%
CSC Holdings, Inc.		2.0	%		2.8	%
Metro-Goldwyn-Mayer, Inc.		2.0	%		2.7	%
HCA, Inc.		2.0	%		2.7	%
Univision Communications, Inc.		1.6	%		2.2	%
ARAMARK Corporation		1.4	%		1.9	%
Lyondell Chemical Company		1.3	%		1.8	%
UPC Financing Partnership		1.3	%		1.8	%
Georgia Pacific Corporation		1.2	%		1.7	%

TOP TEN INDUSTRY SECTORS AS OF MAY 31, 2009 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		13.0	%		18.0	%
North American Cable		9.5	%		13.2	%
Retail Stores		6.2	%		8.6	%
Printing & Publishing		5.7	%		7.9	%
Utilities		5.3	%		7.3	%
Chemicals, Plastics & Rubber		5.1	%		7.1	%
Data and Internet Services		4.6	%		6.3	%
Radio and TV Broadcasting		4.1	%		5.7	%
Leisure, Amusement, Entertainment		3.9	%		5.4	%
Foreign Cable, Foreign TV, Radio and Equipment		2.9	%		4.0	%

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

continued solid relative performance in terms of realized losses, and the loss of interest accruals, stemming from defaults. As of May 31, the Trust's non-performing ratio stood at 2.87%, comfortably inside that of the Index.

Moving into the traditionally slow summer months, we expect the loan market to take a breath, so to speak, and move at a more measured pace. The recent unprecedented volatility (both down and up) in loan prices caused by dramatic swings in supply appears to be winding down. Put another way, the "technicals" are generally having less of an impact on loan prices as the market recovers. Consequently, going forward, material price moves are likely to be attributable more to the path of the economic recovery, and sector and credit-specific developments. A lingering wildcard, however, will be the potential impact of government intervention into capital markets generally, in the form of both subsidies and regulation. Until we see more clarity on this front, investment activity across most markets, loans included, may be influenced as much by investor perception of the effectiveness of the various government programs as by traditional factors and biases.

Overall, while the average loan price has come a long way over a reasonably short period of time, for investors with the appropriate level of risk appetite, we believe the current loan market level still offers interesting return potential, higher default rate expectations notwithstanding. Perhaps most significant at this juncture, as floating-rate instruments with ultra-short duration, loans are bound to benefit from rising short-term interest rates, which are currently at all-time lows. While near-term inflation risk appears minimal, given the amount of stimulus residing in the system currently, we cannot fully discount a decisive move on the part of the Federal Reserve to push rates higher in an effort to contain inflationary pressures once the economy displays signs of a sustainable recovery.

USE OF LEVERAGE

The Trust's use of leverage for investment purposes will typically have a magnifying impact on NAV performance. As of May 31, 2009, the Trust's leverage consisted of $16 million outstanding under $125 million of available revolving credit facilities, and $225 million of "Aaa/AAA^₍₃₎" rated cumulative auction rate preferred shares.

Using leverage for investment purposes involves borrowing at a floating short-term rate, and seeking to invest those proceeds at a higher floating rate. Unlike traditional fixed income asset classes, using leverage in the floating rate senior loan asset class should not expose investors to the same degree of risk from rising short-term interest rates, as the income produced from the Trust's loan investments will adjust in a fashion consistent with the Trust's borrowing costs. The use of leverage can, however, magnify the erosion of the Trust's net asset value in declining markets.

Industry Allocation
as of May 31, 2009
(as a percent of net assets)

Healthcare, Education and Childcare	18.0	%
North American Cable	13.2	%
Retail Stores	8.6	%
Printing & Publishing	7.9	%
Utilities	7.3	%
Chemicals, Plastics & Rubber	7.1	%
Data and Internet Services	6.3	%
Radio and TV Broadcasting	5.7	%
Leisure, Amusement, Entertainment	5.4	%
Foreign Cable, Foreign TV, Radio and Equipment	4.0	%
Gaming	3.9	%
Personal & Nondurable Consumer Products	3.8	%
Industries between 2.7%-3.6%⁽¹⁾	22.1	%
Industries less than 2.7%⁽²⁾	22.3	%
Other Assets and Liabilities-Net	(35.6	)%
Net Assets	100.0	%

⁽¹⁾ Includes seven industries, which each represents 2.7%-3.6% of net assets.

⁽²⁾ Includes eighteen industries, which each represents less than 2.7% of net assets.

Portfolio holdings are subject to change daily.

^₍₃₎ Obligations rated Aaa by Moody's Investors Service are judged to be of the highest quality, with minimal credit risk. An obligator rated 'AAA' has extremely strong capacity to meet its financial commitments. 'AAA' is the highest Issuer Credit Rating assigned by Standard & Poor's. Credit quality refers to the Trust's underlying investments, not to the stability or safety of this Trust.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

As a part of its use of leverage, in 2000 the Trust issued $450 million of "Aaa/AAA^₍₃₎" rated cumulative auction rate preferred shares. Since early February 2008, and continuing to date, for the first time in the history of its auction rate preferred shares program, the Trust has not received sufficient hold orders and purchase requests for its preferred shares during their weekly auctions that equaled the full amount of such shares. As a result, the amount sold, if any, by each selling shareholder is reduced pro rata or to zero. In addition, the dividend rate on such preferred shares, which is normally set by means of a Dutch auction procedure, automatically reset to the maximum rate permitted under the preferred shares program. That maximum rate is 150% of the applicable commercial paper base rate on the day of the auction.

As we have stated in the past, it is important for investors in the Trust's common and preferred shares to understand that this is a market liquidity issue and not a credit issue. The preferred shares of ING Prime Rate Trust have the highest rating issued by the rating agencies and are backed by the assets of the Trust. Further, even under current conditions, we believe that the Trust will be able to continue to pay the dividends required under its preferred shares program, whether those dividend rates are set by the Dutch auction procedure or at the maximum rate.

In response to the above described problems with the liquidity of the Trust's auction rate preferred shares, the Trust redeemed $225 million of the $450 million auction rate preferred shares outstanding, approximately 50% by series, in July 2008. The Board of Trustees ("Board") and the management of the Trust continue to evaluate options to address the on-going liquidity concerns with respect to the remaining auction rate preferred securities. There can be no assurance that any means for liquidity will be identified, and if they are, it is possible that the Trust's leverage or its benefits from leverage will diminish.

				`

Jeffrey A. Bakalar Senior Vice President Senior Portfolio Manager ING Investment Management Co.				Daniel A. Norman Senior Vice President Senior Portfolio Manager ING Investment Management Co.

ING Prime Rate Trust
July 8, 2009

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended May 31, 2009
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		(21.72	)%		(7.52	)%		(1.65	)%		1.05	%
Based on Market Value		(24.55	)%		(9.10	)%		(5.29	)%		(0.57	)%
S&P/LSTA Leveraged Loan Index		(9.03	)%		(1.60	)%		1.14	%		3.09	%
Credit-Suisse Leveraged Loan Index		(11.14	)%		(2.55	)%		0.75	%		2.77	%

The table above illustrates the total return of the Trust against the Indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index.

Total returns based on NAV reflect that ING Investments, LLC (the Trust's "Investment Adviser") may have waived or recouped fees and expenses otherwise payable by the Trust.

Performance data represents past performance and is no guarantee of future results. Investment return and principal value of an investment in the Trust will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Trust's future performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

Calculation of total return assumes a hypothetical initial investment at the net asset value (in the case of NAV) or the New York Stock Exchange ("NYSE") Composite closing price (in the case of Market Value) on the last business day before the first day of the stated period, with all dividends and distributions reinvested at the actual reinvestment price.

Senior loans are subject to credit risks and the potential for non-payment of scheduled principal or interest payments, which may result in a reduction of the Trust's NAV.

This report contains statements that may be "forward-looking" statements. Actual results could differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

INDEX DESCRIPTIONS

The S&P/LSTA Leveraged Loan Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the Loan Syndications & Trading Association ("LSTA") conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.

The Credit-Suisse Leveraged Loan Index is an unmanaged index of below investment grade loans designed to mirror the investable universe of the U.S. dollar-denominated leveraged loan market. An investor cannot invest directly in an index.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTION RATES

	Prime Rate			NAV 30-day SEC Yield^_(A)			Mkt. 30-Day SEC Yield^_(A)			Annualized Dist. Rate @ NAV^_(B)			Annualized Dist. Rate @ Mkt.^_(B)
May 31, 2009		3.25	%		5.93	%		6.68	%		5.95	%		6.70	%
February 28, 2009		3.25	%		8.22	%		8.96	%		8.82	%		9.60	%
November 30, 2008		4.00	%		13.88	%		15.41	%		7.72	%		11.79	%
August 31, 2008		5.00	%		7.38	%		8.56	%		6.12	%		7.21	%

^_(A) Yield is calculated by dividing the Trust's net investment income per share for the most recent thirty days by the net asset value (in the case of NAV) or the NYSE Composite closing price (in the case of Market) at quarter-end. Yield calculations do not include any commissions or sales charges, and are compounded for six months and annualized for a twelve-month period to derive the Trust's yield consistent with the U.S. Securities and Exchange Commission ("SEC") standardized yield formula.

^_(B) The distribution rate is calculated by annualizing each monthly dividend, then averaging the annualized dividends declared for each month during the quarter and dividing the resulting average annualized dividend amount by the Trust's average net asset value (in the case of NAV) or the NYSE Composite closing price (in the case of Market) at the end of the period.

Risk is inherent in all investing. The following are the principal risks associated with investing in the Trust. This is not, and is not intended to be, a description of all risks of investing in the Trust. A more detailed description of the risks of investing in the Trust is contained in the Trust's current prospectus.

Credit Risk: The Trust invests a substantial portion of its assets in below investment grade senior loans and other below investment grade assets. Below investment grade loans involve a greater risk that borrowers may not make timely payment of the interest and principal due on their loans. They also involve a greater risk that the value of such loans could decline significantly. If borrowers do not make timely payments of the interest due on their loans, the yield on the Trust's common shares will decrease. If borrowers do not make timely payment of the principal due on their loans, or if the value of such loans decreases, the value of the Trust's NAV will decrease.

Interest Rate Risk: Changes in short-term market interest rates will directly affect the yield on the Trust's common shares. If short-term market interest rates fall, the yield on the Trust's common shares will also fall. To the extent that the interest rate spreads on loans in the Trust experience a general decline, the yield on the Trust will fall and the value of the Trust's assets may decrease, which will cause the Trust's value to decrease. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on assets in the Trust's portfolio, the impact of rising rates will be delayed to the extent of such lag.

Leverage Risk: The Trust borrows money for investment purposes. Borrowing increases both investment opportunity and investment risk. In the event of a general market decline in the value of assets such as those in which the Trust invests, the effect of that decline will be magnified in the Trust because of the additional assets purchased with the proceeds of the borrowings. The Trust also faces the risk that it might have to sell assets at relatively less advantageous times if it were forced to de-leverage if a source of leverage becomes unavailable.

ING Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of May 31, 2009 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,201,801,190)	$	913,098,498
Cash		1,801,828
Foreign currencies at value (Cost $93,749)		96,594
Receivables:
Investment securities sold		11,071,183
Interest		4,603,388
Other		28,218
Prepaid expenses		48,249
Reimbursement due from Investment Adviser		452,669
Total assets		931,200,627
LIABILITIES:
Notes payable		16,000,000
Payable for investment securities purchased		6,784,477
Deferred arrangement fees on senior loans		392,174
Dividends payable — preferred shares		9,579
Payable to affilates		802,936
Payable to custodian		199,603
Accrued trustees fees		43,434
Unrealized depreciation on forward foreign currency contracts		5,932,792
Unrealized depreciation on unfunded commitments		1,313,421
Other accrued expenses		1,276,048
Total liabilities		32,754,464
Preferred shares, $25,000 stated value per share at liquidation value (9,000 shares outstanding)		225,000,000
NET ASSETS	$	673,446,163
Net assets value per common share outstanding (net assets divided by 145,177,757 shares of beneficial interest authorized and outstanding, no par value)	$	4.64
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,311,573,950
Undistributed net investment income		20,407,088
Accumulated net realized loss on investments		(362,756,447	)
Net unrealized depreciation on investments, foreign currency related transactions, and unfunded commitments		(295,778,428	)
NET ASSETS	$	673,446,163

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Three Months Ended May 31, 2009 (Unaudited)

INVESTMENT INCOME:
Interest	$	13,175,193
Arrangement fees earned		70,871
Other		214,424
Total investment income		13,460,488
EXPENSES:
Investment management fees		1,745,275
Administration fees		545,399
Transfer agent fees		21,893
Interest expense		178,583
Shareholder reporting expense		45,105
Custody and accounting expense		183,860
Revolving credit facility fees		299,445
Professional fees		126,670
Preferred shares — dividend disbursing agent fees		288,617
ICI fees		199
Postage expense		135,770
Trustees fees		13,719
Excise tax expense		452,669
Miscellaneous expense		81,518
Total expenses		4,118,722
Reimbursement of expense by Investment Adviser		(452,669	)
Net expenses		3,666,053
Net investment income		9,794,435
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND UNFUNDED COMMITMENTS:
Net realized loss on:
Investments		(16,304,207	)
Forward foreign currency contracts		(1,520,119	)
Foreign currency related transactions		(149,557	)
Net realized loss on investments and foreign currency related transactions		(17,973,883	)
Net change in unrealized appreciation or depreciation on:
Investments		144,791,877
Foreign currency related transactions		(6,678,917	)
Unfunded commitments		1,155,514
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		139,268,474
Net realized and unrealized gain on investments, foreign currency related transactions, and unfunded commitments		121,294,591
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(173,620	)
Increase in net assets resulting from operations	$	130,915,406

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Three Months Ended May 31, 2009			Year Ended February 28, 2009
FROM OPERATIONS:
Net investment income	$	9,794,435		$	67,170,276
Net realized loss on investments, foreign currency related transactions, and payments by affiliates		(17,973,883	)		(96,185,309	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		139,268,474			(237,600,787	)
Distributions to preferred shareholders from net investment income		(173,620	)		(8,394,943	)
Increase (decrease) in net assets resulting from operations		130,915,406			(275,010,763	)
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(10,308,946	)		(59,418,526	)
Decrease in net assets from distributions to common shareholders		(10,308,946	)		(59,418,526	)
CAPITAL SHARE TRANSACTIONS:
Reinvestment of distributions from common shares		—			279,285
Proceeds from shares sold		—			13,803
Net increase from capital share transactions		—			293,088
Net increase (decrease) in net assets		120,606,460			(334,136,201	)
NET ASSETS:
Beginning of period		552,839,703			886,975,904
End of period (including undistributed net investment income of $20,407,088 and $21,095,219 respectively)	$	673,446,163		$	552,839,703

See Accompanying Notes to Financial Statements
10

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the three months ended May 31, 2009 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	12,670,218
Dividend paid to preferred shareholder		(171,786	)
Arrangement fee received		20,053
Other income received		963,262
Interest paid		(178,583	)
Other operating expenses paid		(3,742,520	)
Purchases of securities		(18,641,475	)
Proceeds on sale of securities		83,919,137
Net cash provided by operating activities	$	74,838,306
Cash Flows From Financing Activities:
Dividends paid to common shareholders	$	(10,308,946	)
Net paydown of notes payable		(65,000,000	)
Net cash flows used in financing activities		(75,308,946	)
Net decrease		(470,640	)
Cash at beginning of period		2,272,468
Cash at end of period	$	1,801,828
Reconciliation of Net Increase In Net Assets Resulting From Operations To Net Cash Provided by Operating Activities:
Net increase in net assets resulting from operations	$	130,915,406
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Change in unrealized appreciation or depreciation on investments		(144,791,877	)
Change in unrealized appreciation or depreciation on foreign currencies		(5,765	)
Change in unrealized appreciation or depreciation on forward foreign currency contracts		7,431,736
Change in unrealized depreciation on unfunded commitments		(1,155,514	)
Change in unrealized appreciation or depreciation on other assets and liablilities		(747,054	)
Net accretion of discounts on investments		(2,369,024	)
Net amortization of premiums on investments		42,638
Net realized loss on sale of investments and foreign currency related transactions		17,973,883
Purchases of securities		(18,641,475	)
Proceeds on sale of securities		83,919,137
Decrease in other assets		1,784
Decrease in interest receivable		1,821,411
Decrease in prepaid expenses		66,067
Increase in reimbursement due from manager		(452,669	)
Decrease in deferred arrangement fees on revolving credit facilities		(50,818	)
Increase in dividends payable — preferred shares		1,834
Increase in payable to affiliates		109,410
Increase in accrued trustees fees		7,761
Increase in other accrued expenses		761,435
Total adjustments		(56,077,100	)
Net cash provided by operating activities	$	74,838,306

See Accompanying Notes to Financial Statements
11

FINANCIAL HIGHLIGHTS (Unaudited)

Selected data for a share of beneficial interest outstanding throughout each year or period.

				Per Share Operating Performance
		Net asset value, beginning of year or period		Net investment income (loss)		Net realized and unrealized gain (loss)			Distribution to Preferred Shareholders			Change in net asset value from Share offerings			Total from investment operations			Distribution to Common Shareholders from net investment income			Total distributions			Net asset value, end of year or period		Closing market price, end of year or period
Year or period ended		($)		($)		($)			($)			($)			($)			($)			($)			($)		($)
ING Prime Rate Trust
	05-31-09		3.81		0.07		0.83			(0.00	)^*		—			0.90			(0.07	)		(0.07	)		4.64		4.12
	02-28-09		6.11		0.46		(2.29	)		(0.06	)		—			(1.89	)		(0.41	)		(0.47	)		3.81		3.50
	02-29-08		7.65		0.75		(1.57	)		(0.16	)		—			(0.98	)		(0.56	)		(0.72	)		6.11		5.64
	02-28-07		7.59		0.71		0.06			(0.16	)		—			0.61			(0.55	)		(0.71	)		7.65		7.40
	02-28-06		7.47		0.57		0.12			(0.11	)		—			0.58			(0.46	)		(0.57	)		7.59		7.02
	02-28-05		7.34		0.45		0.16			(0.05	)		—			0.56			(0.43	)		(0.48	)		7.47		7.56
	02-29-04		6.73		0.46		0.61			(0.04	)		—			1.03			(0.42	)		(0.46	)		7.34		7.84
	02-28-03		7.20		0.50		(0.47	)		(0.05	)		—			(0.02	)		(0.45	)		(0.50	)		6.73		6.46
	02-28-02		8.09		0.74		(0.89	)		(0.11	)		—			(0.26	)		(0.63	)		(0.74	)		7.20		6.77
	02-28-01		8.95		0.88		(0.78	)		(0.06	)		(0.04	)		—			(0.86	)		(0.92	)		8.09		8.12
	02-29-00		9.24		0.79		(0.30	)		—			—			0.49			(0.78	)		(0.78	)		8.95		8.25
	02-28-99		9.34		0.79		(0.10	)		—			0.03			0.72			(0.82	)		(0.82	)		9.24		9.56

		Total Investment Return⁽¹⁾						Ratios to average net assets								Supplemental data
		Total Investment Return at net asset value⁽²⁾			Total Investment Return at closing market price⁽³⁾			Expenses (before interest and other fees related to revolving credit facility)⁽⁴⁾		Expenses, prior to fee waivers and/or recoupments, if any⁽⁴⁾		Expenses, net of fee waivers and/or recoupments, if any⁽⁴⁾		Net investment income (loss)⁽⁴⁾		Net assets, end of year or period		Portfolio Turnover
Year or period ended		(%)			(%)			(%)		(%)		(%)		(%)		($000's)		(%)
ING Prime Rate Trust
	05-31-09		24.10			19.95			2.42		2.74		2.46		6.55		673,446		3
	02-28-09		(31.93	)⁽⁵⁾		(32.03	)⁽⁵⁾		1.95		3.01		3.01		7.86		552,840		10
	02-29-08		(13.28	)		(17.25	)		2.20		4.36		4.36		10.35		886,976		60
	02-28-07		8.85			13.84			2.21		4.62		4.62		9.42		1,109,539		60
	02-28-06		8.53			(0.82	)		2.33		4.27		4.27		7.71		1,100,671		81
	02-28-05		7.70			2.04			2.29		3.18		3.17		6.04		1,082,748		93
	02-29-04		15.72			28.77			2.11		2.40		2.40		6.68		1,010,325		87
	02-28-03		0.44			2.53			2.19		2.68		2.68		7.33		922,383		48
	02-28-02		(3.02	)		(9.20	)		2.25		3.64		3.64		9.79		985,982		53
	02-28-01		0.19			9.10			1.81		4.45		4.45		10.39		1,107,432		46
	02-29-00		5.67			(5.88	)		1.43		4.00		4.00		8.77		1,217,339		71
	02-28-99		7.86			1.11			1.50		4.10		4.10		8.60		1,202,565		68

⁽¹⁾ Total investment return calculations are attributable to common shares.

⁽²⁾ Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends and capital gain distributions, if any, in accordance with the provisions of the dividend reinvestment plan. Total investment return at net asset value is not annualized for periods less than one year.

⁽³⁾ Total investment return at market value has been calculated assuming a purchase at market value at the beginning of each period and a sale at market value at the end of each period and assumes reinvestment of dividends and capital gain distributions, if any, in accordance with the provisions of the dividend reinvestment plan. Total investment return at market value is not annualized for periods less than one year.

⁽⁴⁾ Annualized for periods less than one year.

⁽⁵⁾ There was no impact on total return due to payments by affiliates.

^* Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
12

FINANCIAL HIGHLIGHTS (Unaudited) (CONTINUED)

Selected data for a share of beneficial interest outstanding throughout each year or period.

		Ratios to average net assets including Preferred Shares^(a)								Ratios to average net assets plus borrowings
		Expenses (before interest and other fees related to revolving credit facility)^(b)		Expenses, prior to fee waivers and/or recoupments, if any^(b)		Expenses, net of fee waivers and/or recoupments, if any^(b)		Net investment income (loss)^(b)		Expenses (before interest and other fees related to revolving credit facility)^(b)		Expenses, prior to fee waivers and/or recoupments, if any^(b)		Expenses, net of fee waivers and/or recoupments, if any^(b)		Net investment income (loss)^(b)
Year or period ended		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
ING Prime Rate Trust
	05-31-09		1.79		1.98		1.79		4.76		2.26		2.54		2.26		6.07
	02-28-09		1.54		2.38		2.38		6.22		1.54		2.37		2.37		6.21
	02-29-08		1.54		3.05		3.05		7.23		1.60		3.17		3.17		7.53
	02-28-07		1.57		3.27		3.27		6.68		1.56		3.25		3.25		6.63
	02-28-06		1.64		3.02		3.02		5.44		1.58		2.90		2.90		5.24
	02-28-05		1.60		2.22		2.21		4.21		1.63		2.27		2.26		4.32
	02-29-04		1.45		1.65		1.65		4.57		1.84		2.09		2.09		5.82
	02-28-03		1.49		1.81		1.81		4.97		1.82		2.23		2.23		6.10
	02-28-02		1.57		2.54		2.54		6.83		1.66		2.70		2.70		7.24
	02-28-01		1.62		3.97		3.97		9.28		1.31		3.21		3.21		7.50
	02-29-00		—		—		—		—		1.00		2.79		2.79		6.12
	02-28-99		—		—		—		—		1.05		2.86		2.86		6.00

		Supplemental data
		Preferred Shares — Aggregate amount outstanding		Liquidation and market value per share of Preferred Shares		Asset coverage inclusive of Preferred Shares and debt per share^(c)		Borrowings at end of period		Asset coverage per $1,000 of debt^(c)		Average borrowings		Common shares outstanding at end of year or period
Year or period ended		($000's)		($)		($)		($000's)		($)		($000's)		($000's)
ING Prime Rate Trust
	05-31-09		225,000		25,000		94,850		16,000		57,153		47,793		145,178
	02-28-09		225,000		25,000		70,175		81,000		10,603		227,891		145,178
	02-29-08		450,000		25,000		53,125		338,000		4,956		391,475		145,094
	02-28-07		450,000		25,000		62,925		281,000		6,550		459,982		145,033
	02-28-06		450,000		25,000		55,050		465,000		4,335		509,178		145,033
	02-28-05		450,000		25,000		53,600		496,000		4,090		414,889		145,033
	02-29-04		450,000		25,000		62,425		225,000		7,490		143,194		137,638
	02-28-03		450,000		25,000		62,375		167,000		9,218		190,671		136,973
	02-28-02		450,000		25,000		58,675		282,000		6,092		365,126		136,973
	02-28-01		450,000		25,000		53,825		510,000		4,054		450,197		136,847
	02-29-00		—		—		—		484,000		3,515		524,019		136,036
	02-28-99		—		—		—		534,000		3,252		490,978		130,206

(a) Ratios do not reflect the effect of dividend payments to Preferred Shareholders; income ratios reflect income earned on assets attributable to Preferred Shareholders; ratios do not reflect and add-back for the borrowings.

(b) Annualized for periods less than one year.

(c) Asset coverage ratios, as presented in previous annual reports, represented the coverage available for both the borrowings and preferred shares expressed in relation to each $1,000 of borrowings and preferred shares liquidation value outstanding. The Asset coverage ratio per $1,000 of debt is now presented to represent the coverage available to each $1,000 of borrowings before consideration of any preferred shares liquidation, while the Asset coverage inclusive of Preferred Shares, presents the coverage available to both borrowings and preferred shares, expressed in relation to the per share liquidation price of the preferred shares. Asset coverage, with respect to Preferred Shares, represents the total assets of the Trust, less all liabilities and indebtedness not represented by "senior securities" (i.e., the Trust's Preferred Shares and borrowings described above) in relation to the total amount of Preferred Shares and borrowings outstanding. Asset coverage, with respect to borrowings, represents the total assets of the Trust, less all liabilities and indebtedness not represented by senior securities (i.e. the Trust's Preferred Shares and borrowings described above) in relation to the total amount of only borrowings outstanding (i.e. the denominator of the borrowings ratio includes only borrowings; in contrast, the denominator of the Preferred Share ratio includes both borrowings and Preferred Shares).

See Accompanying Notes to Financial Statements
13

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited)

NOTE 1 — ORGANIZATION

ING Prime Rate Trust (the "Trust"), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, closed-end, management investment company. The Trust invests primarily in senior loans, which generally are not registered under the Securities Act of 1933, as amended (the "1933 Act"), and which contain certain restrictions on resale and cannot be sold publicly. These loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The policies are in conformity with U.S. generally accepted accounting principles for investment companies.

A. Senior Loan and Other Security Valuation. Senior loans held by the Trust are normally valued at the average of the means of one or more bid and ask quotations obtained from an independent pricing service or other sources determined by the Trust's Board to be independent and believed to be reliable. Loans for which reliable market value quotations are not readily available may be valued with reference to another loan or a group of loans for which reliable quotations are readily available and whose characteristics are comparable to the loan being valued. Under this approach, the comparable loan or loans serve as a proxy for changes in value of the loan being valued.

The Trust has engaged independent pricing services to provide market value quotations from dealers in loans and, when such quotations are not readily available, to calculate values under the proxy procedure described above. As of May 31, 2009, over 98% of total loans were valued based on these procedures. It is expected that most of the loans held by the Trust will continue to be valued with reference to quotations from the independent pricing service or with reference to the proxy procedure described above.

Prices from a pricing source may not be available for all loans and the Investment Adviser or ING Investment Management Co. ("ING IM" or the "Sub-Adviser"), may believe that the price for a loan derived from market quotations or the proxy procedure described above is not reliable or accurate. Among other reasons, this may be the result of information about a particular loan or borrower known to the Investment Adviser or the Sub-Adviser that the Investment Adviser or the Sub-Adviser believes may not be known to the pricing service or reflected in a price quote. In this event, the loan is valued at fair value, as defined by the 1940 Act, as determined in good faith under procedures established by the Board and in accordance with the provisions of the 1940 Act. Under these procedures, fair value is determined by the Investment Adviser or Sub-Adviser and monitored by the Board through its Valuation, Brokerage and Proxy Committee.

In fair valuing a loan, consideration is given to several factors, which may include, among others, the following: (i) the characteristics of and fundamental analytical data relating to the loan, including the cost, size, current interest rate, period until the next interest rate reset, maturity and base lending rate of the loan, the terms and conditions of the loan and any related agreements, and the position of the loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral, including the Trust's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower and the cash flow coverage of outstanding principal and interest, based on an evaluation of its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the loan,

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

including price quotations for, and trading in, the loan and interests in similar loans; (v) the reputation and financial condition of the agent for the loan and any intermediate participants in the loan; (vi) the borrower's management; and (vii) the general economic and market conditions affecting the fair value of the loan. Securities for which the primary market is a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ will be valued at the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on a valuation date are valued at the mean between the last reported bid and ask price on such exchange. Securities, other than senior loans, for which reliable market value quotations are not readily available, and all other assets, will be valued at their respective fair values as determined in good faith by, and under procedures established by, the Board. Investments in securities maturing in 60 days or less from the date of acquistion are valued at amortized cost which approximates market value.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements," establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Trust is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1," inputs other than quoted prices for an asset that are observable are classified as "Level 2" and unobservable inputs, including the sub-adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3." The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Trust's investments under these levels of classification is included following the Portfolio of Investments.

On April 9, 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly ("FSP 157-4"). FSP 157-4 requires enhanced disclosures about the inputs and valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. In addition, the three-level hierarchy disclosure and the level three roll-forward disclosure are to be expanded for each major category of equity and debt securities. There was no change to the financial position of the Trust and the results of its operations due to the adoption of FSP 157-4 and all disclosures have been made for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("SFAS No. 161"), "Disclosure about Derivative Instruments and Hedging Activities." This new accounting statement requires enhanced disclosures about an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. All changes to disclosures have been made in accordance with SFAS 161 and have been incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

B. Federal Income Taxes. It is the Trust's policy to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. Management has

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

considered the sustainability of the Trust's tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions will be made by the Trust until any capital loss carryforwards have been fully utilized or expire.

C. Security Transactions and Revenue Recognition. Revolver and delayed draw loans are booked on a settlement date basis. Security transactions and senior loans are accounted for on trade date (date the order to buy or sell is executed). Realized gains or losses are reported on the basis of identified cost of securities sold. Dividend income is recognized on the ex-dividend date. Interest income is recorded on an accrual basis at the then-current interest rate of the loan. The accrual of interest on loans is partially or fully discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. If determined to be uncollectable, accrued interest is also written off. Cash collections on non-accrual senior loans are generally applied as a reduction to the recorded investment of the loan. Senior loans are generally returned to accrual status only after all past due amounts have been received and the borrower has demonstrated sustained performance. For all loans, except revolving credit facilities, fees received are treated as discounts and are accreted whereas premiums are amortized. Fees associated with revolving credit facilities are deferred and recognized over the shorter of four years or the actual term of the loan.

D. Foreign Currency Translation. The books and records of the Trust are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Trust does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Trust's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and the U.S. government. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities.

E. Forward Foreign Currency Contracts. The Trust may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. A forward foreign currency contract is an agreement

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

between two parties to buy and sell a currency at a set price on a future date. The market value of a foreign currency contract fluctuates with changes in foreign currency exchange rates. Forward foreign currency contracts are marked to market daily and the change in value is recorded by the Trust as an unrealized gain or loss and is reported in the Statement of Assets and Liabilities. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency and are included in the Statement of Operations. These instruments may involve market risk in excess of the amount recognized in the Statement of Assets and Liabilities. In addition, the Trust could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if the value of the currency changes unfavorably to the U.S. dollar. Open forward foreign currency contracts are presented following the Portfolio of Investments.

F. Distributions to Common Shareholders. The Trust declares and pays dividends monthly from net investment income. Distributions from capital gains, if any, are declared and paid annually. The Trust may make additional distributions to comply with the distribution requirements of the Internal Revenue Code. The character and amounts of income and gains to be distributed are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. The Trust records distributions to its shareholders on the ex-dividend date.

G. Dividend Reinvestments. Pursuant to the Trust's Shareholder Investment Program (the "Program"), PNC Global Investment Servicing (U.S.) Inc. ("PNC"), the Program administrator, purchases, from time to time, shares of beneficial interest of the Trust on the open market to satisfy dividend reinvestments. Such shares are purchased on the open market only when the closing sale or bid price plus commission is less than the NAV per share of the Trust's common shares on the valuation date. If the market price plus commissions is equal to or exceeds NAV, new shares are issued by the Trust at the greater of (i) NAV or (ii) the market price of the shares during the pricing period, minus a discount of 5%.

H. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

I. Share Offerings. The Trust issues shares under various shelf registration statements, whereby the net proceeds received by the Trust from share sales may not be less than the greater of (i) the NAV per share or (ii) 94% of the average daily market price over the relevant pricing period.

NOTE 3 — INVESTMENTS

For the three months ended May 31, 2009, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $25,483,733 and $81,949,218, respectively. At May 31, 2009, the Trust held senior loans valued at $904,594,442 representing 99.1% of its total investments. The market value of these assets is established as set forth in Note 2.

The senior loans acquired by the Trust typically take the form of a direct lending relationship with the borrower, and are typically acquired through an assignment of another lender's interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors the collateral securing the loan.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 3 — INVESTMENTS (continued)

Common and preferred shares, and stock purchase warrants held in the portfolio were acquired in conjunction with loans held by the Trust. Certain of these stocks and warrants are restricted and may not be publicly sold without registration under the 1933 Act, or without an exemption under the 1933 Act. In some cases, these restrictions expire after a designated period of time after issuance of the shares or warrants.

Dates of acquisition and cost or assigned basis of restricted securities are as follows:

	Date of Acquisition	Cost or Assigned Basis
Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	06/05/02	$	100
Block Vision Holdings Corporation (571 Common Shares)	09/17/02		—
Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	12/26/00		9,793
Cedar Chemical (Liquidation Interest)	12/31/02		—
Decision One Corporation (1,752,103 Common Shares)	05/17/05		1,116,773
Enterprise Profit Solutions (Liquidation Interest)	10/21/02		—
EquityCo, LLC (Warrants for 28,752 Common Shares)	02/25/02		—
Euro United Corporation (Residual Interest in Bankruptcy Estate)	06/21/02		100
Grand Union Company (Residual Interest in Bankruptcy Estate)	07/01/02		2,576
IT Group, Inc. (Residual Interest in Bankruptcy Estate)	09/12/03		25
Kevco Inc. (Residual Interest in Bankruptcy Estate)	06/05/02		25
Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	08/25/05		—
Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	06/08/04		—
Norwood Promotional Products, Inc. (104,148 Common Shares)	08/23/04		—
Norwood Promotional Products, Inc. (Contingent Value Rights)	12/14/07		32,939
Safelite Realty Corporation (57,804 Common Shares)	10/12/00		377,999
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		—
TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)	10/15/02		40,230
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Promotional Holdings, Inc. (Escrow Interest in Norwood Promotional Products, Inc.)	05/20/09		1,212,069
Total Restricted Securities excluding senior loans (market value $1,638,835 was 0.24% of net assets at May 31, 2009)		$	2,792,629

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

The Trust has entered into an investment management agreement ("Investment Advisory Agreement") with the Investment Adviser, an Arizona limited liability company, to provide advisory and management services. The Investment Advisory Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 0.80% of the Trust's Managed Assets. For purposes of the Investment Advisory Agreement, "Managed Assets" shall mean the Trust's average daily gross asset value, minus the sum of the Trust's accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Trust and the liquidation preference of any outstanding preferred shares).

The Investment Adviser entered into a Sub-Advisory agreement with ING IM, a Connecticut corporation. Subject to such policies as the Board or the Investment Adviser may determine, ING IM

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

manages the Trust's assets in accordance with the Trust's investment objectives, policies, and limitations.

The Trust has also entered into an administration agreement with ING Funds Services, LLC (the "Administrator") to provide administrative services and also to furnish facilities. The Administrator is compensated with a fee, computed daily and payable monthly, at an annual rate of 0.25% of the Trust's Managed Assets.

The Investment Adviser, ING IM and the Administrator are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance, and retirement services.

On October 19, 2008, ING Groep announced that it reached an agreement with the Dutch government to strengthen its capital position. ING Groep issued non-voting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction boosts ING Bank's core Tier-1 ratio, strengthens the insurance balance sheet and reduces ING Groep's Debt/Equity ratio.

NOTE 5 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At May 31, 2009, the Trust had the following amounts recorded in payables to affiliates on the accompanying Statement of Assets and Liabilities:

Accrued Investment Management Fees				Accrued Administrative Fees				Total
$	611,761			$	191,175			$	802,936

The ING Funds have adopted a retirement policy under which any Trustee, who as of May 9, 2007, had served for at least five (5) years as an Independent Trustee shall be entitled to a retirement payment ("Retirement Benefit") if such Trustee: (a) retires in accordance with the retirement policy; (b) dies; or (c) becomes disabled. The Retirement Benefit shall be made promptly to, as applicable, the Trustee or the Trustee's estate, after such retirement, death or disability in an amount equal to two times the annual compensation payable to such Trustee, as in effect at the time of his or her retirement, death or disability. The annual compensation determination shall be based upon the annual Board membership retainer fee (but not any separate annual retainer fees for chairpersons of committees and of the Board). This amount shall be paid by the Trust or ING Funds on whose Board the Trustee was serving at the time of his or her retirement. The retiring Trustee may elect to receive payment of his or her benefit in a lump sum or in three substantially equal payments.

During the year ended February 28, 2009, the Trust's sub-adviser reimbursed the Trust for compensation received by an affiliate of the sub-adviser in connection with two loans the Trust purchased from that affiliate. Those purchases were conducted in a manner that was determined to be inconsistent with applicable regulations. The amount reimbursed to the Trust was $298,074.

NOTE 6 — COMMITMENTS

The Trust has entered into a $125 million 364-day revolving credit agreement which matures August 19, 2009, collateralized by assets of the Trust. Borrowing rates under this agreement are based on a fixed spread over LIBOR. Prepaid arrangement fees for this facility are amortized over the term of the agreement. The amount of borrowings outstanding at May 31, 2009, was $16 million. Weighted average interest rate on outstanding borrowings was 0.82%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 1.72% of total assets at May 31, 2009. Average borrowings for the three months ended May 31, 2009 were $47,793,478 and the average annualized interest rate was 1.48% excluding other fees related to the unused portion of the facilities, and other fees.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 6 — COMMITMENTS (continued)

As of May 31, 2009, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Calpine Corporation	$	577,500
Cengage Learning, Inc.		3,111,111
Coleto Creek Power		3,875,000
Kerasotes Theatres, Inc.	$	825,000
Lyondell Chemical Co.		1,094,314
Sturm Foods, Inc.		500,000
	$	9,982,925

The unrealized depreciation on these commitments of $1,313,421 as of May 31, 2009 is reported as such on the Statement of Assets and Liabilities.

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of May 31, 2009, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date		Shares Registered		Shares Remaining
	9/15/98		25,000,000		12,368,668
	3/04/99		5,000,000		3,241,645

On November 2, 2000, the Trust issued 3,600 shares each of Series M, Series W and Series F Auction Rate Cumulative Preferred Shares, $0.01 Par Value, $25,000 liquidation preference, for a total issuance of $270 million. Also, on November 16, 2000, the Trust issued 3,600 shares of Series T and Series Th Auction Rate Cumulative Preferred Shares, $0.01 Par Value, $25,000, liquidation preference, for a total issuance of $180 million. The Trust used the net proceeds of the offering to partially pay down the then existing indebtedness and to purchase additional senior loans. Preferred Shares pay dividends based on a rate set at auctions, normally held every 7 days. In most instances dividends are also payable every 7 days, on the first business day following the end of the rate period. Preferred shares have no stated conversion, redemption or liquidation date, but may be redeemed at the election of the Trust. Such shares may only be redeemed by the Preferred Shareholders if the Trust fails to meet certain credit quality thresholds within its portfolio.

Since early February 2008, for the first time in the history of its auction rate preferred shares program, the Trust has not received sufficient hold orders and purchase requests for its preferred shares during their weekly auctions that equaled the full amount of such shares. As a result the amount sold, if any, by each selling shareholder is reduced pro rata or to zero. In addition, the dividend rates on each series of preferred shares, which are normally set weekly by means of a Dutch Auction procedure, automatically reset to the maximum rate permitted under the preferred shares program. That maximum rate is 150% of the applicable commercial paper base rate on the days of each weekly auction.

On June 9, 2008, the Trust announced the approval by the Board of a partial redemption of its outstanding Preferred Shares. The Trust redeemed approximately $225 million of the $450 million of its outstanding Preferred Shares as itemized below. The Preferred Shares were redeemed using proceeds available through the Trust's existing bank loan facility. Redemption costs and the on-going costs of obtaining leverage through a bank loan facility may reduce returns to Common Shares and may be higher than the costs of leverage obtained through the Preferred Shares. The Trust and the Board will continue to closely monitor the situation and evaluate potential options to restore liquidity to and/or provide additional refinancing options for this market in the context of regulatory guidelines, as well as the economic and tax implications for both its Common and Preferred shareholders.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 7 — RIGHTS AND OTHER OFFERINGS (continued)

Preferred Shares	Total Shares Redeemed		Total Liquidation Preference		Redemption Date
Series M		1,800	$	45,000,000	07/15/08
Series T		1,800	$	45,000,000	07/16/08
Series W		1,800	$	45,000,000	07/17/08
Series Th		1,800	$	45,000,000	07/18/08
Series F		1,800	$	45,000,000	07/21/08
Totals		9,000	$	225,000,000

NOTE 8 — CUSTODIAL AGREEMENT

State Street Bank and Trust Company ("SSB") serves as the Trust's custodian and recordkeeper. Custody fees paid to SSB are reduced by earnings credits based on the cash balances held by SSB for the Trust. There were no earnings credits for the three months ended May 31, 2009.

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it acquires or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of May 31, 2009, the Trust held 0.7% of its total assets in subordinated loans and unsecured loans.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Prime Rate Trust
	Three Months Ended May 31, 2009		Year Ended February 28, 2009
Number of Shares
Reinvestment of distributions from common shares		—		79,343
Proceeds from shares sold		—		3,921
Net increase in shares outstanding		—		83,264
Dollar Amount ($)
Reinvestment of distributions from common shares	$	—	$	279,285
Proceeds from shares sold		—		13,803
Net increase	$	—	$	293,088

NOTE 11 — FEDERAL INCOME TAXES

During the quarter ended May 31, 2009, the Trust accrued a Federal excise tax liability in the amount of $452,669. Concurrently, the Trust recorded a receivable due from the Investment Adviser of $452,669 as the tax expense will be fully reimbursed by the Investment Adviser. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 11 — FEDERAL INCOME TAXES (continued)

include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

Dividends paid by the Trust from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

The tax composition of dividends and distributions to shareholders was as follows:

Three Months Ended May 31, 2009		Year Ended February 28, 2009
Ordinary Income		Ordinary Income
$	10,482,566	$	67,813,469

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of February 28, 2009 were:

Undistributed Ordinary Income		Unrealized Appreciation/ (Depreciation)			Post-October Capital Losses Deferred			Capital Loss Carryforwards			Expiration Dates
$	22,601,908	$	(438,484,412	)	$	(76,149,326	)	$	(47,376,376	)		2010
									(97,064,717	)		2011
									(57,686,392	)		2012
									(22,421,058	)		2013
									(560,828	)		2014
									(41,585,301	)		2017
								$	(266,694,672	)

The Trust's major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2004.

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

As discussed in earlier supplements that were previously filed with the SEC, ING Investments, the adviser to the ING Funds, has reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep N.V., including ING Investments (collectively, "ING"), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. ING's internal review related to mutual fund trading has been completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING's acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.

Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.

ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING's acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given ING's refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

• ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. ING Investments reported to the Boards that the indemnification commitments made by ING Funds related to mutual fund trading have been settled and restitution amounts prepared by an independent consultant have been paid to the affected ING Funds.

• ING updated its Code of Conduct for employees reinforcing its employees' obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.

Other Regulatory Matters

The New York Attorney General and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anticompetitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request.

Other federal and state regulators could initiate similar actions in this or other areas of ING's businesses. These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged. In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate. At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2009 (Unaudited) (continued)

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

NOTE 13 — SUBSEQUENT EVENTS

Subsequent to May 31, 2009, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0230

5/29/09

6/10/09

6/22/09

0.0220

6/30/09

7/10/09

7/22/09

Subsequent to May 31, 2009, the Trust paid to Preferred Shareholders the following dividends from net investment income:

Preferred Shares	Total Per Share Amount		Auction Dates	Record Dates	Payable Dates	Average Rate
Series M	$	15.43	06/01/09 — 07/27/09	06/08/09 — 08/03/09	06/09/09 — 08/04/09		0.35	%
Series T	$	12.93	06/02/09 — 07/21/09	06/09/09 — 07/28/09	06/10/09 — 07/29/09		0.33	%
Series W	$	10.80	06/03/09 — 07/22/09	06/10/09 — 07/29/09	06/11/09 — 07/30/09		0.28	%
Series Th	$	13.85	06/04/09 — 07/23/09	06/11/09 — 07/30/09	06/12/09 — 07/31/09		0.37	%
Series F	$	13.30	06/05/09 — 07/24/09	06/12/09 — 07/31/09	06/15/09 — 08/03/09		0.34	%

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited)

Senior Loans*: 134.3%

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 2.1%

Avio Group

553,772

Term Loan, 3.743%, maturing
December 13, 2014

383,487

EUR

705,000

Term Loan, 3.066%, maturing
December 15, 2014

685,556

590,346

Term Loan, 4.288%, maturing
December 13, 2015

408,814

EUR

705,000

Term Loan, 3.691%, maturing
December 14, 2015

688,379

Delta Airlines, Inc.

Ba2

BB-

1,470,000

Term Loan, 2.414%, maturing
April 30, 2012

1,257,463

Delta Airlines, Inc.

5,428,523

Term Loan, 3.664%, maturing
April 30, 2014

3,514,969

McKechnie Aerospace DE, Inc.

B+

958,987

Term Loan, 2.320%, maturing
May 11, 2014

799,555

Transdigm, Inc.

Ba3

BB-

3,000,000

Term Loan, 3.227%, maturing
June 23, 2013

2,795,001

United Airlines, Inc.

B+

4,104,572

Term Loan, 2.375%, maturing
February 01, 2014

2,498,658

Wesco Aircraft Hardware Corporation

BB-

1,458,750

Term Loan, 2.570%, maturing
September 29, 2013

1,204,928

14,236,810

Automobile: 2.1%

Dollar Thrifty Automotive Group, Inc.

Caa3

CCC-

474,375

Term Loan, 2.819%, maturing
June 15, 2014

237,187

Ford Motor Company

Caa1

CCC+

9,632,178

Term Loan, 3.613%, maturing
December 16, 2013

6,887,007

KAR Holdings, Inc.

Ba3

B+

3,307,011

Term Loan, 3.051%, maturing
October 18, 2013

2,860,565

Oshkosh Truck Corporation

B+

3,671,207

Term Loan, 7.243%, maturing
December 06, 2013

3,168,920

TRW Automotive, Inc.

1,333,333

Term Loan, 1.938%, maturing
February 09, 2014

1,175,556

14,329,235

Beverage, Food & Tobacco: 3.6%

ARAMARK Corporation

Ba3

1,932,500

Term Loan, 3.095%, maturing
January 26, 2014

1,681,275

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

11,180,905

Term Loan, 3.095%, maturing
January 27, 2014

10,219,347

1,089,534

Term Loan, 4.063%, maturing
January 27, 2014

995,834

Pinnacle Foods Holding Corporation

5,600,250

Term Loan, 3.161%, maturing
April 02, 2014

4,781,213

Sturm Foods, Inc.

B-

2,940,000

Term Loan, 3.625%, maturing
January 31, 2014

2,499,000

United Biscuits

GBP

1,476,692

Term Loan, 4.166%, maturing
December 15, 2014

2,042,360

Van Houtte, Inc.

Ba3

BB-

648,450

Term Loan, 3.720%, maturing
July 19, 2014

596,574

88,425

Term Loan, 3.720%, maturing
July 19, 2014

81,351

Wm. Wrigley Jr. Company

Baa3

BBB

1,481,250

Term Loan, 6.500%, maturing
October 06, 2014

1,486,338

24,383,292

Buildings & Real Estate: 1.4%

Capital Automotive, L.P.

Ba1

1,876,708

Term Loan, 2.170%, maturing
December 15, 2010

1,354,358

Contech Construction Products, Inc.

1,651,129

Term Loan, 2.390%, maturing
January 31, 2013

1,166,110

Custom Building Products, Inc.

Ba3

BB-

2,960,975

Term Loan, 8.000%, maturing
October 29, 2011

2,524,231

John Maneely Company

4,031,721

Term Loan, 4.064%, maturing
December 09, 2013

3,200,178

KCPC Acquisition, Inc.

Ba2

B-

522,257

Term Loan, 2.563%, maturing
May 22, 2014

365,580

189,655

Term Loan, 2.810%, maturing
May 22, 2014

132,758

Tishman Speyer

CCC

1,500,000

Term Loan, 2.070%, maturing
December 27, 2012

540,000

9,283,215

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Cargo Transport: 1.5%*
				Baker Tanks, Inc.	B1	B
$	1,960,000			Term Loan, 2.588%, maturing May 08, 2014			$	1,572,900
				Dockwise Transport, N.V.	NR	NR
	1,084,197			Term Loan, 3.220%, maturing January 11, 2015				702,017
	866,510			Term Loan, 3.220%, maturing January 11, 2015				561,065
	1,084,197			Term Loan, 4.095%, maturing January 11, 2016				702,017
	866,510			Term Loan, 4.095%, maturing January 11, 2016				561,065
	560,000			Term Loan, 5.720%, maturing July 11, 2016				191,334
	500,000			Term Loan, 5.720%, maturing July 11, 2016				170,834
		(2	)	Gainey Corporation	NR	NR
	749,586	(3	)	Term Loan, 6.344%, maturing April 20, 2012				88,076
				Inmar, Inc.	B1	B
	510,971			Term Loan, 2.570%, maturing April 30, 2013				457,319
				Railamerica Transportation Corporation	NR	NR
	194,560			Term Loan, 5.200%, maturing August 14, 2009				187,750
	3,005,440			Term Loan, 5.200%, maturing August 14, 2009				2,900,250
				TNT Logistics	B1	B
	1,882,275			Term Loan, 3.319%, maturing November 04, 2013				1,068,191
	723,070			Term Loan, 4.220%, maturing November 04, 2013				402,509
		(2	)	US Shipping Partners, L.P.	NR	NR
	1,767,632	(3	)	Term Loan, 12.000%, maturing March 21, 2012				870,559
								10,435,886
	*Cellular: 0.9%*
				Cricket Communications, Inc.	Ba2	B+
	5,835,000			Term Loan, 5.750%, maturing June 16, 2013				5,892,947
								5,892,947
*Chemicals, Plastics & Rubber: 7.1%*
				AZ Chem US, Inc.	B1	BB-
EUR	707,090			Term Loan, 3.775%, maturing February 26, 2013				849,490
				Borsodchem Nyrt.	NR	NR
EUR	804,394			Term Loan, 4.555%, maturing March 26, 2015				335,110
EUR	804,394			Term Loan, 5.055%, maturing March 26, 2016				335,110

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
				Brenntag Holding GmbH & Co. KG	B1	B+
$	1,158,699			Term Loan, 2.367%, maturing January 20, 2014			$	1,002,275
	3,603,005			Term Loan, 3.134%, maturing January 20, 2014				3,116,599
				Celanese	Ba2	BB+
	3,200,000			Term Loan, 1.911%, maturing April 02, 2014				2,917,456
				Cristal Inorganic Chemicals, Inc.	B1	B
	2,601,442			Term Loan, 3.470%, maturing May 15, 2014				1,729,959
				Hexion Specialty Chemicals, Inc.	B1	B-
	1,164,000			Term Loan, 2.350%, maturing May 05, 2013				670,593
	2,437,500			Term Loan, 3.312%, maturing May 05, 2013				1,404,271
	6,120,918			Term Loan, 3.500%, maturing May 05, 2013				3,526,328
	1,328,284			Term Loan, 3.500%, maturing May 05, 2013				765,239
	982,500			Term Loan, 3.500%, maturing May 06, 2013				584,588
				Ineos US Finance, LLC	Caa1	CCC+
	1,723,353			Term Loan, 7.001%, maturing December 17, 2012				1,137,413
	2,714,710			Term Loan, 7.501%, maturing December 16, 2013				1,757,775
	2,713,966			Term Loan, 8.001%, maturing December 16, 2014				1,757,293
				ISP Chemco, Inc.	Ba3	BB-
	3,438,750			Term Loan, 2.125%, maturing June 04, 2014				3,131,412
				JohnsonDiversey, Inc.	Ba2	BB-
	495,950			Term Loan, 3.016%, maturing December 16, 2010				468,673
	2,522,944			Term Loan, 2.688%, maturing December 16, 2011				2,384,182
				Kraton Polymers, LLC	B1	B
	1,989,744			Term Loan, 3.250%, maturing May 13, 2013				1,437,590
		(2	)	Lyondell Chemical Company	Ba1	NR
	2,189,639			Term Loan, 8.668%, maturing December 15, 2009				2,252,318
		(2	)	Lyondell Chemical Company	Ba3	NR
	5,282,336	(5	)	Term Loan, 5.940%, maturing December 15, 2009				4,256,680
		(2	)	Lyondell Chemical Company	Caa2	C
	833,935	(5	)	Revolver, 5.750%, maturing December 20, 2013				366,931
	222,747	(5	)	Revolver, 5.750%, maturing December 20, 2013				99,122
	525,398	(5	)	Term Loan, 5.750%, maturing December 20, 2013				231,175
	1,588,881	(5	)	Term Loan, 5.750%, maturing December 20, 2013				699,108
	638,439	(5	)	Term Loan, 6.000%, maturing December 20, 2013				264,952

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
$	638,439	(5	)	Term Loan, 6.000%, maturing December 20, 2013			$	264,952
	638,439	(5	)	Term Loan, 6.000%, maturing December 20, 2013				264,952
	2,770,367	(5	)	Term Loan, 7.000%, maturing December 20, 2013				1,218,961
	2,770,367	(5	)	Term Loan, 7.000%, maturing December 20, 2013				1,218,961
	2,770,367	(5	)	Term Loan, 7.000%, maturing December 20, 2013				1,218,961
				MacDermid, Inc.	B2	B+
EUR	729,117			Term Loan, 3.179%, maturing April 11, 2014				535,878
$	1,599,272			Term Loan, 2.319%, maturing April 12, 2014				1,107,496
		(2	)	Northeast Biofuels, LLC	NR	D
	115,095	(3	)	Term Loan, 10.750%, maturing June 28, 2013				17,264
				Polypore, Inc.	Ba2	BB-
	3,275,000			Term Loan, 2.590%, maturing July 03, 2014				2,857,437
				Rockwood Specialties Group, Inc.	Ba2	BB
	1,809,564			Term Loan, 2.069%, maturing July 30, 2012				1,700,990
								47,887,494
*Containers, Packaging & Glass: 3.5%*
				Berry Plastics Corporation	B1	B+
	2,841,346			Term Loan, 2.382%, maturing April 03, 2015				2,284,916
				Graham Packaging Company	B1	B+
	9,827,682			Term Loan, 2.688%, maturing October 07, 2011				9,315,237
				Graphic Packaging International, Inc.	Ba3	BB-
	3,790,864			Term Loan, 3.042%, maturing May 16, 2014				3,514,249
				Mauser AG	NR	NR
	842,699			Term Loan, 2.695%, maturing June 13, 2015				419,594
EUR	625,000			Term Loan, 3.317%, maturing June 15, 2015				439,847
$	842,699			Term Loan, 2.945%, maturing June 13, 2016				419,594
EUR	625,000			Term Loan, 3.567%, maturing June 13, 2016				439,847
				Owens-Illinois	Baa3	BBB-
EUR	654,375			Term Loan, 2.345%, maturing June 14, 2013				827,780
				Pro Mach, Inc.	B1	B
$	2,334,825			Term Loan, 2.570%, maturing December 14, 2011				2,101,343
		(2	)	Smurfit-Stone Container Corporation	NR	D
	200,000	(5	)	Revolver, 3.169%, maturing November 01, 2009				169,000
	603,062	(5	)	Revolver, 2.932%, maturing November 02, 2009				509,587
	121,035	(5	)	Term Loan, 4.500%, maturing November 01, 2010				99,854
	259,619	(5	)	Term Loan, 2.653%, maturing November 01, 2011				217,755

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: (continued)

137,741

)

Term Loan, 2.690%, maturing
November 01, 2011

113,636

78,494

)

Term Loan, 2.690%, maturing
November 01, 2011

65,837

Tegrant Holding Company

Caa3

500,000

Term Loan, 6.720%, maturing
March 08, 2015

112,500

Xerium Technologies, Inc.

Caa1

B-

4,161,911

Term Loan, 6.720%, maturing May 18, 2012

2,434,718

23,485,294

Data and Internet Services: 6.3%

Activant Solutions, Inc.

B+

891,915

Term Loan, 2.794%, maturing May 02, 2013

671,909

Amadeus IT Group, S.A.

EUR

768,581

Term Loan, 2.932%, maturing July 01, 2013

825,597

EUR

768,581

Term Loan, 3.432%, maturing July 01, 2014

825,597

Audatex

Ba3

BB-

1,077,038

Term Loan, 3.125%, maturing
May 16, 2014

1,031,264

Carlson Wagonlit Holdings, B.V.

B-

2,632,692

Term Loan, 3.289%, maturing
August 03, 2012

1,632,269

First Data Corporation

B+

2,432,071

Term Loan, 3.059%, maturing
September 24, 2014

1,793,805

2,241,187

Term Loan, 3.059%, maturing
September 24, 2014

1,653,016

1,675,833

Term Loan, 3.059%, maturing
September 24, 2014

1,237,235

L-1 Identity Solutions Operating Company

Ba3

BB+

487,500

Term Loan, 6.750%, maturing
August 05, 2013

484,250

Mitchell International, Inc.

Caa1

CCC+

250,000

Term Loan, 6.500%, maturing
March 30, 2015

136,250

Orbitz Worldwide, Inc.

BB-

6,372,651

)

Term Loan, 3.836%, maturing July 25, 2014

4,062,565

Reynolds & Reynolds Company

Ba2

7,212,124

Term Loan, 2.319%, maturing
October 26, 2012

5,291,896

Sabre, Inc.

11,958,689

Term Loan, 3.038%, maturing
September 30, 2014

8,336,916

Sitel, LLC

B+

2,261,385

Term Loan, 6.391%, maturing
January 30, 2014

1,594,277

Sungard Data Systems, Inc.

Ba3

7,042,752

Term Loan, 2.477%, maturing
February 28, 2014

6,435,314

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Data and Internet Services: (continued)*
$	1,490,006			Term Loan, 6.750%, maturing February 28, 2014			$	1,474,042
				Transaction Network Services, Inc.	B1	BB
	2,047,018			Term Loan, 9.500%, maturing March 28, 2014				2,000,961
	750,000			Term Loan, 9.500%, maturing March 28, 2014				733,125
				Travelport, Inc.	Ba2	BB-
	982,500			Term Loan, 2.819%, maturing August 23, 2013				730,910
	1,445,156			Term Loan, 3.146%, maturing August 23, 2013				1,068,062
	289,971			Term Loan, 3.720%, maturing August 23, 2013				214,307
								42,233,567
*Diversified / Conglomerate Manufacturing: 2.9%*
				BOC Edwards	B3	B
	3,193,125			Term Loan, 2.428%, maturing May 31, 2014				2,017,656
				Brand Services, Inc.	B1	B
	2,814,817			Term Loan, 3.493%, maturing February 07, 2014				2,251,854
	1,231,250			Term Loan, 4.492%, maturing February 07, 2014				1,003,469
				Brand Services, Inc.	Caa1	CCC+
	1,600,000			Term Loan, 6.463%, maturing February 07, 2015				724,000
				Dresser, Inc.	B2	B+
	4,852,885			Term Loan, 3.104%, maturing May 04, 2014				4,241,076
				EPD, Inc.	B2	B+
	432,031			Term Loan, 2.890%, maturing July 31, 2014				267,139
	3,016,563			Term Loan, 2.890%, maturing July 31, 2014				1,865,240
		(2	)	Ferretti, S.P.A	NR	NR
EUR	577,667	(3	)	Term Loan, 3.435%, maturing January 23, 2015				192,018
EUR	577,667	(3	)	Term Loan, 3.935%, maturing January 25, 2016				192,018
				Mueller Group, Inc.	B1	BB-
$	1,730,294			Term Loan, 2.628%, maturing May 24, 2014				1,469,308
				Rexnord Corporation / RBS Global, Inc.	B1	BB-
	958,678			Term Loan, 2.375%, maturing July 19, 2013				766,542
				Sensata Technologies	B3	B
	4,084,500			Term Loan, 2.803%, maturing April 26, 2013				2,913,609
				Sensus Metering Systems, Inc.	Ba2	BB
	1,382,609			Term Loan, 2.651%, maturing December 17, 2010				1,278,913
				Textron Fastening Systems	B2	CCC+
	487,500			Term Loan, 4.720%, maturing August 11, 2013				225,469
								19,408,311

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: 3.1%

Affinion Group

Ba2

3,899,193

Term Loan, 2.428%, maturing
October 17, 2012

3,614,065

AlixPartners, LLP

BB-

2,578,769

Term Loan, 2.446%, maturing
October 12, 2013

2,449,831

Brickman Group

Ba3

BB-

1,935,941

Term Loan, 2.319%, maturing
January 23, 2014

1,689,109

Brock Holdings, Inc.

Caa1

1,470,000

Term Loan, 3.229%, maturing
February 26, 2014

1,073,100

Catalina Marketing Corporation

Ba3

BB-

1,473,750

Term Loan, 3.395%, maturing
October 01, 2014

1,353,087

Coach America Holdings, Inc.

2,105,351

Term Loan, 3.070%, maturing April 18, 2014

1,407,075

442,989

Term Loan, 3.870%, maturing April 20, 2014

296,064

Intergraph Corporation

Ba3

BB-

1,884,107

Term Loan, 2.664%, maturing May 29, 2014

1,733,378

Valleycrest Companies, LLC

BB-

1,839,649

Term Loan, 3.260%, maturing
March 12, 2014

1,333,746

Vertafore, Inc.

1,038,000

Term Loan, 3.161%, maturing
January 31, 2012

960,150

West Corporation

BB-

5,342,978

Term Loan, 2.733%, maturing
October 24, 2013

4,651,362

20,560,967

Diversified Nat'l Rsrcs, Precious Metals & Minerals: 1.7%

Georgia Pacific Corporation

Ba2

BB+

12,002,141

Term Loan, 3.229%, maturing
December 20, 2012

11,179,250

11,179,250

Ecological: 0.1%

Synagro Technologies, Inc.

884,250

Term Loan, 2.341%, maturing
March 31, 2014

683,820

Synagro Technologies, Inc.

Caa2

485,000

Term Loan, 5.090%, maturing
October 02, 2014

226,737

910,557

Electronics: 2.5%

Aeroflex, Inc.

Ba3

BB-

1,000,000

Term Loan, 4.101%, maturing
August 15, 2014

725,000

Brocade Communications Systems, Inc.

Ba2

BB+

3,028,409

Term Loan, 7.000%, maturing
October 07, 2013

3,000,647

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Electronics: (continued)*
				Decision One	NR	NR
$	1,761,366			Term Loan, 12.000%, maturing November 30, 2013			$	1,761,366
				Freescale Semiconductor, Inc.	B2	B-
	5,008,996			Term Loan, 2.168%, maturing November 29, 2013				3,123,665
				Infor Global Solutions	B1	B+
	491,250			Term Loan, 3.070%, maturing July 28, 2012				362,297
EUR	733,125			Term Loan, 3.929%, maturing July 28, 2012				720,158
$	615,520			Term Loan, 4.070%, maturing July 28, 2012				466,256
	1,179,747			Term Loan, 4.070%, maturing July 28, 2012				893,658
				Infor Global Solutions	Caa2	CCC+
EUR	500,000			Term Loan, 7.223%, maturing March 02, 2014				219,077
				Kronos, Inc.	Ba3	B+
$	3,196,457			Term Loan, 3.470%, maturing June 11, 2014				2,565,157
				NXP, B.V.	C	CCC+
	1,750,000			Floating Rate Note, 3.881%, maturing October 15, 2013				494,375
EUR	1,500,000			Floating Rate Note, 5.362%, maturing October 15, 2013				551,226
				ON Semiconductor	Baa3	BB
$	1,960,000			Term Loan, 2.069%, maturing September 03, 2013				1,636,600
								16,519,482
*Finance: 1.0%*
				LPL Holdings, Inc.	Ba3	B+
	7,356,140			Term Loan, 2.615%, maturing June 28, 2013				6,427,428
								6,427,428
*Foreign Cable, Foreign TV, Radio and Equipment: 4.0%*
				Levana Holding 4 GmbH	NR	NR
EUR	728,399	(3	)	Term Loan, 0.000%, maturing March 02, 2015				259,239
EUR	728,398	(3	)	Term Loan, 0.000%, maturing March 02, 2016				259,239
				Numericable/YPSO France SAS	NR	NR
EUR	510,581	(5	)	Term Loan, 3.686%, maturing July 28, 2016				530,416
EUR	833,053	(5	)	Term Loan, 3.686%, maturing July 28, 2016				865,416
EUR	1,323,033	(5	)	Term Loan, 3.686%, maturing July 28, 2016				1,374,431
EUR	463,250	(5	)	Term Loan, 3.936%, maturing July 28, 2016				481,247
EUR	870,083	(5	)	Term Loan, 3.936%, maturing July 28, 2016				903,885
				ProSiebenSat.1 Media AG	NR	NR
SEK	2,269,914			Term Loan, 2.503%, maturing July 02, 2014				206,657
EUR	64,583			Term Loan, 3.017%, maturing July 02, 2014				63,061
EUR	1,190,021			Term Loan, 3.625%, maturing July 02, 2014				1,161,963
EUR	801,232			Term Loan, 3.142%, maturing July 03, 2015				785,802
EUR	36,050			Term Loan, 3.142%, maturing July 03, 2015				35,355

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Foreign Cable, Foreign TV, Radio and Equipment: (continued)*
				UPC Financing Partnership	Ba3	B+
$	1,944,864			Term Loan, 2.161%, maturing December 31, 2014			$	1,817,232
EUR	3,078,704			Term Loan, 2.946%, maturing December 31, 2014				3,767,619
EUR	4,268,168			Term Loan, 4.696%, maturing December 31, 2016				5,293,629
$	1,055,136			Term Loan, 3.911%, maturing December 31, 2016				1,009,414
				Virgin Media Investment Holdings, Ltd.	Ba2	BB
GBP	730,970			Term Loan, 3.809%, maturing September 03, 2012				1,069,640
GBP	371,680			Term Loan, 3.809%, maturing September 03, 2012				543,885
GBP	2,109,972			Term Loan, 3.889%, maturing September 03, 2012				3,087,553
GBP	2,540,227			Term Loan, 3.889%, maturing September 03, 2012				3,717,152
								27,232,835
*Gaming: 3.9%*
				Cannery Casino Resorts, LLC	B1	BB
$	611,773			Term Loan, 2.558%, maturing May 18, 2013				513,889
	505,764			Term Loan, 2.657%, maturing May 18, 2013				424,842
				CCM Merger, Inc.	B3	B+
	3,036,424			Term Loan, 8.500%, maturing July 13, 2012				2,326,660
				Centaur, LLC	B3	CCC
	1,108,075			Term Loan, 9.250%, maturing October 30, 2014				700,857
				Fontainebleau Las Vegas, LLC	Caa2	CCC
	633,333			Term Loan, 4.316%, maturing June 06, 2014				91,042
	1,266,667			Term Loan, 5.277%, maturing June 06, 2014				177,333
				Golden Nugget, Inc.	B3	B-
	1,834,127			Term Loan, 2.320%, maturing June 30, 2014				1,118,818
	1,046,326			Term Loan, 2.476%, maturing June 30, 2014				638,259
				Green Valley Ranch Gaming, LLC	Caa3	CCC+
	1,415,455			Term Loan, 3.459%, maturing February 16, 2014				796,193
				Green Valley Ranch Gaming, LLC	Ca	CC
	750,000			Term Loan, 3.599%, maturing August 16, 2014				90,000
				Harrahs Operating Company, Inc.	Caa1	B-
	1,485,000			Term Loan, 4.088%, maturing January 28, 2015				1,148,223
	1,980,000			Term Loan, 4.090%, maturing January 28, 2015				1,529,550
				Isle of Capri Casinos, Inc.	B1	B+
	853,237	(5	)	Term Loan, 2.970%, maturing November 25, 2013				726,318

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Gaming: (continued)*
$	1,207,973	(5	)	Term Loan, 2.069%, maturing July 26, 2014			$	1,028,287
	3,019,932	(5	)	Term Loan, 2.970%, maturing July 26, 2014				2,570,717
				Las Vegas Sands, LLC	B3	B-
	1,588,000			Term Loan, 2.070%, maturing May 23, 2014				1,147,330
	6,288,000			Term Loan, 2.070%, maturing May 23, 2014				4,543,080
				New World Gaming Partners, Ltd.	B1	B+
	708,333			Term Loan, 3.708%, maturing September 30, 2014				430,903
	3,497,396			Term Loan, 3.708%, maturing September 30, 2014				2,127,581
				Seminole Tribe of Florida	Baa3	BBB
	16,574			Term Loan, 2.750%, maturing March 05, 2014				15,476
				VML US Finance, LLC	B3	B-
	867,738			Term Loan, 2.570%, maturing May 25, 2012				733,238
	1,932,262			Term Loan, 2.570%, maturing May 25, 2013				1,632,762
	2,000,000			Term Loan, 2.570%, maturing May 25, 2013				1,690,000
								26,201,358
*Healthcare, Education and Childcare: 18.0%*
				Accellent, Inc.	B2	B+
	1,908,120			Term Loan, 3.174%, maturing November 22, 2012				1,660,064
				AGA Medical Corporation	B1	BB-
	1,632,209			Term Loan, 2.695%, maturing April 28, 2013				1,375,136
				Catalent Pharma Solutions	Ba3	BB-
	6,462,667			Term Loan, 2.569%, maturing April 10, 2014				5,065,115
				CHG Medical Staffing, Inc.	Ba3	B+
	400,000			Term Loan, 1.095%, maturing January 08, 2013				354,000
	1,519,000			Term Loan, 2.813%, maturing January 08, 2013				1,344,315
				CHS/Community Health Systems, Inc.	Ba3	BB
	1,825,546			Term Loan, 2.569%, maturing July 25, 2014				1,625,773
	35,819,740			Term Loan, 2.898%, maturing July 25, 2014				31,899,914
				Concentra Operating Corporation	B1	B+
	1,965,000			Term Loan, 3.470%, maturing June 25, 2014				1,572,000
				CRC Health Corporation	Ba3	BB-
	926,091			Term Loan, 3.470%, maturing February 06, 2013				703,830
	969,117			Term Loan, 3.470%, maturing February 06, 2013				736,529
				Education Management Corporation	B2	B+
	4,146,885			Term Loan, 3.000%, maturing June 01, 2013				3,738,860
				Emdeon Business Services, LLC	B1	BB-
	2,291,432			Term Loan, 2.847%, maturing November 16, 2013				2,151,082
				EMSC, L.P.	Ba1	BB+
	2,876,253			Term Loan, 2.415%, maturing February 10, 2012				2,660,534

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

			*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		Gambro	NR	NR
SEK	2,111,070	Term Loan, 3.868%, maturing June 05, 2014			$	205,787
SEK	2,146,343	Term Loan, 3.868%, maturing June 05, 2014				209,225
$	646,459	Term Loan, 4.266%, maturing June 05, 2014				478,178
SEK	2,146,343	Term Loan, 4.368%, maturing June 05, 2015				209,225
SEK	2,111,070	Term Loan, 4.368%, maturing June 05, 2015				205,787
$	646,459	Term Loan, 4.766%, maturing June 05, 2015				478,178
		Harlan Sprague Dawley, Inc.	B2	BB-
	2,474,375	Term Loan, 2.849%, maturing July 14, 2014				2,015,069
		Harrington Holdings, Inc.	B1	BB-
	2,398,833	Term Loan, 2.569%, maturing December 28, 2013				2,043,007
		HCA, Inc.	Ba3	BB
	20,481,708	Term Loan, 3.470%, maturing November 18, 2013				18,292,726
		Health Management Associates, Inc.	B1	BB-
	1,659,797	Term Loan, 2.970%, maturing February 28, 2014				1,442,571
		Iasis Healthcare, LLC	Ba2	B+
	144,841	Term Loan, 2.313%, maturing March 14, 2014				130,646
	539,079	Term Loan, 2.319%, maturing March 14, 2014				486,250
	1,557,836	Term Loan, 2.319%, maturing March 14, 2014				1,405,168
		IM US Holdings, LLC	Ba3	BB
	1,927,690	Term Loan, 2.734%, maturing June 26, 2014				1,787,932
		Life Technologies Corporation	Baa3	BBB-
	1,741,250	Term Loan, 5.250%, maturing November 20, 2015				1,742,121
		Multiplan, Inc.	B1	B+
	1,163,245	Term Loan, 2.875%, maturing April 12, 2013				1,048,375
		National Mentor, Inc.	B1	B+
	1,964,586	Term Loan, 3.220%, maturing June 29, 2013				1,650,252
	117,736	Term Loan, 5.570%, maturing June 29, 2013				98,898
		Nycomed	NR	NR
EUR	535,383	Term Loan, 3.781%, maturing December 29, 2014				618,393
EUR	1,397,300	Term Loan, 3.781%, maturing December 29, 2014				1,613,947
EUR	86,211	Term Loan, 3.781%, maturing December 29, 2014				99,578
EUR	54,917	Term Loan, 3.781%, maturing December 29, 2014				63,432
EUR	388,312	Term Loan, 3.781%, maturing December 29, 2014				448,519
EUR	535,383	Term Loan, 4.531%, maturing December 29, 2015				618,393
EUR	1,397,300	Term Loan, 4.531%, maturing December 29, 2015				1,613,947

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

EUR

86,211

Term Loan, 4.531%, maturing
December 29, 2015

99,578

EUR

54,917

Term Loan, 4.531%, maturing
December 29, 2015

63,432

EUR

388,312

Term Loan, 4.531%, maturing
December 29, 2015

448,519

Orthofix International/Colgate Medical

BB+

1,605,303

Term Loan, 7.175%, maturing
September 22, 2013

1,529,051

Quintiles Transnational Corporation

2,930,903

Term Loan, 2.883%, maturing
March 31, 2013

2,692,768

Renal Advantage, Inc.

B+

3,228,054

Term Loan, 3.704%, maturing
October 05, 2012

2,945,600

Rural/Metro Operating Company, LLC

Ba2

BB-

776,470

Term Loan, 3.901%, maturing
March 04, 2011

745,411

519,127

Term Loan, 3.960%, maturing
March 04, 2011

498,362

Sterigenics International, Inc.

B+

1,860,345

Term Loan, 3.587%, maturing
November 21, 2013

1,637,103

Stiefel Laboratories, Inc.

BB-

894,789

Term Loan, 3.389%, maturing
December 28, 2013

884,723

684,400

Term Loan, 3.389%, maturing
December 30, 2013

676,700

Sun Healthcare Group, Inc.

Ba2

B+

934,638

Term Loan, 3.175%, maturing April 21, 2014

829,492

217,241

Term Loan, 3.220%, maturing April 21, 2014

192,802

Surgical Care Affiliates, LLC

Ba3

2,947,500

Term Loan, 3.220%, maturing
December 29, 2014

2,527,481

Team Health, Inc.

BB-

2,016,308

Term Loan, 2.853%, maturing
November 23, 2012

1,713,862

United Surgical Partners International, Inc.

Ba3

310,512

Term Loan, 2.320%, maturing April 19, 2014

280,496

1,643,871

Term Loan, 2.690%, maturing April 19, 2014

1,484,963

Vanguard Health Holdings Company II, LLC

Ba3

B+

3,376,122

Term Loan, 2.569%, maturing
September 23, 2011

3,217,866

Viant Holdings, Inc.

Ba3

B+

722,037

Term Loan, 3.470%, maturing June 25, 2014

584,850

VWR International, Inc.

B+

1,500,000

Term Loan, 2.819%, maturing June 29, 2014

1,260,000

EUR

2,500,000

Term Loan, 3.441%, maturing June 29, 2014

2,915,137

121,120,952

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Home & Office Furnishings: 1.5%

Global Garden Products Italy, S.P.A.

EUR

1,250,000

Term Loan, 8.417%, maturing
October 19, 2014

750,869

EUR

1,250,000

Term Loan, 8.917%, maturing
October 19, 2015

750,869

Hilding Anders

SEK

17,864,613

Term Loan, 3.493%, maturing
March 31, 2015

804,384

EUR

324,872

Term Loan, 3.943%, maturing
April 25, 2015

175,634

National Bedding Company

BB-

2,166,385

Term Loan, 2.344%, maturing
February 28, 2013

1,538,133

Simmons Company

5,942,562

Term Loan, 10.500%, maturing
December 19, 2011

5,069,005

Springs Window Fashions, LLC

B+

1,334,075

Term Loan, 4.000%, maturing
December 31, 2012

833,797

9,922,691

Insurance: 1.9%

AmWINS Group, Inc.

B-

1,965,000

Term Loan, 3.438%, maturing June 08, 2013

1,198,650

Applied Systems Inc.

B-

1,256,850

Term Loan, 3.596%, maturing
September 26, 2013

1,131,165

Conseco, Inc.

Caa1

CCC

6,090,539

Term Loan, 6.500%, maturing
October 10, 2013

3,654,323

Crawford & Company

BB-

1,826,264

Term Loan, 3.720%, maturing
October 30, 2013

1,543,193

Hub International, Ltd.

B+

2,011,567

Term Loan, 3.720%, maturing June 13, 2014

1,692,230

452,139

Term Loan, 3.720%, maturing June 13, 2014

380,362

Swett & Crawford

B-

2,548,000

Term Loan, 2.569%, maturing April 03, 2014

1,503,320

USI Holdings Corporation

2,265,968

Term Loan, 3.970%, maturing May 05, 2014

1,688,147

12,791,390

Leisure, Amusement, Entertainment: 5.4%

24 Hour Fitness Worldwide, Inc

Ba3

B+

3,152,500

Term Loan, 3.258%, maturing June 08, 2012

2,206,750

Alpha D2, Ltd.

1,680,428

Term Loan, 2.694%, maturing
December 31, 2013

1,197,305

1,135,081

Term Loan, 2.694%, maturing
December 31, 2013

808,746

AMF Bowling Worldwide, Inc.

CCC-

3,056,397

Term Loan, 3.733%, maturing June 08, 2013

2,017,222

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

Cedar Fair, L.P.

Ba3

BB-

6,659,895

Term Loan, 2.319%, maturing
August 30, 2012

6,278,736

HIT Entertainment, Inc.

B-

1,940,892

Term Loan, 3.260%, maturing
March 20, 2012

1,077,195

Kerasotes Showplace Theater, LLC

B-

281,259

Term Loan, 4.875%, maturing
October 28, 2011

217,976

75,000

Revolver, 1.330%, maturing
October 31, 2010

71,625

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

25,928,133

)

Term Loan, 3.569%, maturing April 08, 2012

15,038,317

5,735,000

Term Loan, 3.569%, maturing April 08, 2012

3,326,300

NEP II, Inc.

4,407,495

Term Loan, 2.559%, maturing
February 16, 2014

3,878,595

36,118,767

Lodging: 1.0%

Audio Visual Services Corporation

Ba3

B+

985,000

Term Loan, 3.470%, maturing
February 28, 2014

389,075

Hotel Del Coronado

B+

16,400,000

Term Loan, 2.202%, maturing
January 15, 2011

6,560,000

6,949,075

Machinery: 0.2%

Kion Group

EUR

1,238,909

Term Loan, 2.941%, maturing
December 23, 2014

799,657

EUR

1,145,833

Term Loan, 3.441%, maturing
December 23, 2015

739,582

1,539,239

Mining, Steel, Iron & Nonprecious Metals: 1.0%

Continental Alloys & Services, Inc.

B-

481,875

Term Loan, 3.720%, maturing June 14, 2012

301,172

Noranda Aluminum Acquisition Corporation

645,663

Term Loan, 2.316%, maturing May 18, 2014

437,436

Novelis

Ba3

1,228,125

Term Loan, 2.320%, maturing July 06, 2014

1,022,414

2,701,901

Term Loan, 3.220%, maturing July 06, 2014

2,249,333

Oxbow Carbon and Minerals Holdings, LLC

BB-

174,995

Term Loan, 2.319%, maturing May 08, 2014

157,204

1,779,339

Term Loan, 2.683%, maturing May 08, 2014

1,598,439

Tube City IMS Corporation

B+

1,311,081

Term Loan, 3.220%, maturing January 25, 2014

793,204

162,162

Term Loan, 3.459%, maturing January 25, 2014

98,108

6,657,310

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

North American Cable: 13.2%

Atlantic Broadband

BB-

1,945,304

Term Loan, 3.470%, maturing
September 01, 2011

1,870,410

Block Communications, Inc.

Ba1

967,500

Term Loan, 3.220%, maturing
December 22, 2011

836,888

Bresnan Communications, LLC

BB-

2,750,000

Term Loan, 3.070%, maturing
March 29, 2014

2,526,562

1,250,000

Term Loan, 3.035%, maturing
September 29, 2013

1,148,438

Cequel Communications, LLC

BB-

32,376,471

Term Loan, 2.397%, maturing
November 05, 2013

29,381,647

Cequel Communications, LLC

Caa1

B-

1,525,000

Term Loan, 4.911%, maturing May 05, 2014

1,249,309

)

Charter Communications Operating, LLC

11,011,389

Term Loan, 6.250%, maturing
March 06, 2014

9,375,735

CSC Holdings, Inc.

Baa3

BBB-

19,982,057

Term Loan, 2.095%, maturing
March 29, 2013

18,823,717

Insight Midwest Holdings, LLC

B+

9,002,500

Term Loan, 2.410%, maturing April 07, 2014

8,349,819

Knology, Inc.

1,936,124

Term Loan, 2.668%, maturing June 30, 2012

1,732,831

Mediacom Broadband, LLC

Ba3

BB-

8,212,970

Term Loan, 2.040%, maturing
January 31, 2015

7,555,933

San Juan Cable, LLC

BB-

1,694,994

Term Loan, 2.420%, maturing
October 31, 2012

1,428,032

WideOpenWest Finance, LLC

B-

5,833,333

Term Loan, 2.926%, maturing June 18, 2014

4,673,958

88,953,279

Oil & Gas: 3.2%

Alon USA

1,728,889

Term Loan, 2.645%, maturing June 22, 2013

946,567

216,111

Term Loan, 2.887%, maturing June 22, 2013

118,321

CR Gas Storage

Ba3

BB-

95,962

Term Loan, 2.085%, maturing May 12, 2013

89,724

1,330,367

Term Loan, 2.099%, maturing May 12, 2013

1,243,893

142,407

Term Loan, 2.099%, maturing May 12, 2013

133,151

Hercules Offshore, LLC

Ba3

BB-

1,994,924

Term Loan, 2.960%, maturing July 11, 2013

1,615,888

McJunkin Corporation

B+

2,643,805

Term Loan, 4.470%, maturing
January 31, 2014

2,383,390

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

MEG Energy

BB+

1,725,572

)

Term Loan, 3.220%, maturing April 03, 2013

1,495,856

1,758,928

)

Term Loan, 3.220%, maturing April 03, 2013

1,524,771

Pine Prairie Energy Center

B-

490,000

Term Loan, 2.820%, maturing
December 31, 2013

392,000

SG Resources Mississippi, LLC

2,481,250

Term Loan, 2.194%, maturing April 02, 2014

1,985,000

Targa Resources, Inc.

Ba3

B+

2,820,392

Term Loan, 2.330%, maturing
October 31, 2012

2,624,979

1,039,832

Term Loan, 3.345%, maturing
October 31, 2012

967,786

Western Refining, Inc.

BB-

6,554,709

Term Loan, 8.250%, maturing May 30, 2014

6,115,543

21,636,869

Other Broadcasting and Entertainment: 1.0%

Deluxe Entertainment Services Group, Inc.

Ba3

B-

2,126,965

Term Loan, 2.940%, maturing May 11, 2013

1,648,397

208,547

Term Loan, 3.470%, maturing May 11, 2013

161,624

118,110

Term Loan, 3.709%, maturing May 11, 2013

91,535

Getty Images, Inc.

Ba2

987,500

Term Loan, 6.250%, maturing July 02, 2015

960,549

VNU

Ba3

B+

4,639,914

Term Loan, 2.382%, maturing
August 09, 2013

4,117,924

6,980,029

Other Telecommunications: 2.7%

Asurion Corporation

B-

5,250,000

Term Loan, 3.635%, maturing July 03, 2014

4,753,875

BCM Ireland Holdings, Ltd.

Ba3

BB-

EUR

1,683,863

Term Loan, 2.816%, maturing
September 30, 2014

1,735,680

EUR

1,684,092

Term Loan, 3.066%, maturing
September 30, 2015

1,735,916

Cavalier Telephone

Caa1

B-

2,352,220

Term Loan, 9.500%, maturing
December 31, 2012

1,313,322

Consolidated Communications

B+

1,000,000

Term Loan, 2.820%, maturing
December 31, 2014

813,750

)

Hawaiian Telcom Communications, Inc.

2,828,855

Term Loan, 4.750%, maturing June 01, 2014

1,490,807

Kentucky Data Link, Inc.

B-

2,702,041

Term Loan, 2.569%, maturing
February 26, 2014

2,445,347

One Communications

CCC+

3,603,344

Term Loan, 4.399%, maturing
October 31, 2012

2,720,525

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Telecommunications: (continued)

PAETEC Holding Corporation

427,381

Term Loan, 2.819%, maturing
February 28, 2013

389,184

U.S. Telepacific Corporation

CCC

1,475,007

Term Loan, 4.866%, maturing
August 04, 2011

1,065,692

18,464,098

Personal & Nondurable Consumer Products: 3.8%

Advantage Sales and Marketing

B-

2,799,659

Term Loan, 2.400%, maturing
March 29, 2013

2,585,017

Bushnell Performance Optics

Ba3

B-

1,690,355

Term Loan, 4.970%, maturing
August 24, 2013

1,208,604

Fender Musical Instruments Corporation

B+

1,157,917

Term Loan, 2.670%, maturing June 09, 2014

729,488

2,292,500

Term Loan, 3.470%, maturing June 09, 2014

1,444,275

Gibson Guitar Corporation

B+

440,487

Term Loan, 3.470%, maturing
December 29, 2013

376,616

Huish Detergents, Inc.

Ba3

1,657,813

Term Loan, 2.070%, maturing April 26, 2014

1,531,405

Information Resources, Inc.

B-

341,976

Term Loan, 2.437%, maturing May 16, 2014

299,229

Jarden Corporation

Ba2

4,620,190

Term Loan, 2.970%, maturing
January 24, 2012

4,379,557

552,161

Term Loan, 2.970%, maturing
January 24, 2012

523,403

KIK Custom Products, Inc.

CCC+

72,073

Term Loan, 2.560%, maturing May 31, 2014

46,127

420,427

Term Loan, 2.570%, maturing May 31, 2014

269,073

Mega Bloks, Inc.

Caa3

CCC

962,500

Term Loan, 9.750%, maturing July 26, 2012

344,094

)

Norwood Promotional Products

28,265,901

)

Term Loan, 0.000%, maturing
August 16, 2011

8,575,874

)

Spectrum Brands, Inc.

44,301

Term Loan, 5.205%, maturing
March 30, 2013

36,859

872,911

Term Loan, 6.250%, maturing
March 30, 2013

726,262

Totes Isotoner Corporation

B-

339,429

Term Loan, 2.836%, maturing
January 31, 2013

180,746

Yankee Candle Company, Inc.

Ba3

BB-

2,550,705

Term Loan, 3.207%, maturing
February 06, 2014

2,191,481

25,448,110

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Personal, Food & Miscellaneous: 2.1%*
				Acosta, Inc.	B1	B
$	2,917,500			Term Loan, 2.570%, maturing July 28, 2013			$	2,684,100
				Arbys Restaurant Group, Inc.	Ba2	BB
	3,789,498			Term Loan, 7.250%, maturing July 25, 2013				3,678,181
				Culligan International Company	B2	B-
	976,226			Term Loan, 2.926%, maturing November 24, 2012				523,908
				Dennys, Inc.	Ba2	BB
	555,000			Term Loan, 2.444%, maturing March 31, 2012				516,150
	631,646			Term Loan, 3.662%, maturing March 31, 2012				587,431
				N.E.W. Customer Services Companies, Inc.	B1	B+
	3,069,750			Term Loan, 3.157%, maturing May 22, 2014				2,555,567
				OSI Restaurant Partners, Inc.	B3	B+
	372,420			Term Loan, 3.688%, maturing June 14, 2013				277,453
	4,129,457			Term Loan, 2.625%, maturing June 14, 2014				3,076,446
				Seminole Hard Rock Entertainment	B1	BB
	750,000			Floating Rate Note, 4.496%, maturing March 15, 2014				517,500
								14,416,736
*Printing & Publishing: 7.9%*
				American Achievement Corporation	B1	B
	302,430			Term Loan, 6.251%, maturing March 25, 2011				260,090
		(2	)	Ascend Media Holdings, LLC	B3	B
	888,941	(3	)	Term Loan, 2.750%, maturing January 31, 2012				248,903
				Black Press, Ltd.	B1	B-
	1,163,950			Term Loan, 2.674%, maturing August 02, 2013				355,005
	706,684			Term Loan, 2.674%, maturing August 02, 2013				215,539
				Canwest Media, Inc.	B3	D
	735,000			Term Loan, 4.250%, maturing July 13, 2014				292,162
				Caribe Information Investments, Inc.	B1	B
	1,624,516			Term Loan, 2.651%, maturing March 31, 2013				832,564
				Cengage Learning, Inc.	B1	B+
	222,222			Revolver, 0.676%, maturing July 05, 2013				183,333
	5,051,856			Term Loan, 2.820%, maturing July 03, 2014				3,972,810
				Cenveo Corporation	Ba3	BB-
	29,069			Term Loan, 5.727%, maturing June 21, 2013				26,561
	1,798,631			Term Loan, 5.727%, maturing June 21, 2013				1,643,499
		(2	)	Dex Media West, LLC	B3	D
	5,250,000	(5	)	Term Loan, 7.000%, maturing October 24, 2014				4,335,623

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Printing & Publishing: (continued)*
				Flint Group	NR	NR
$	353,279			Term Loan, 4.013%, maturing December 31, 2014			$	217,856
	841,151			Term Loan, 4.013%, maturing December 31, 2014				518,710
	1,277,104			Term Loan, 4.013%, maturing December 31, 2015				787,548
EUR	666,667			Term Loan, 3.945%, maturing May 29, 2015				581,065
$	2,333,333			Term Loan, 4.013%, maturing May 29, 2015				1,438,890
				Hanley Wood, LLC	B2	B-
	2,690,339			Term Loan, 2.588%, maturing March 08, 2014				1,005,514
		(2	)	Idearc, Inc.	NR	D
	21,188,437	(3	) (5)	Term Loan, 6.250%, maturing November 17, 2014				8,460,246
				Intermedia Outdoor, Inc.	NR	NR
	1,612,875			Term Loan, 4.220%, maturing January 31, 2013				806,437
				Mediannuaire Holding	NR	NR
EUR	581,289			Term Loan, 3.913%, maturing April 10, 2016				451,877
EUR	581,289			Term Loan, 4.413%, maturing April 10, 2016				451,877
				Merrill Communications, LLC	B1	B
$	2,862,954			Term Loan, 3.047%, maturing December 24, 2012				1,903,864
				Nelson Canada	Ba3	B
	3,940,000			Term Loan, 3.720%, maturing July 05, 2014				2,265,500
				PagesJaunes Groupe, S.A.	NR	NR
EUR	800,000			Term Loan, 2.364%, maturing November 22, 2013				942,385
				PBL Media	B1	NR
AUD	24,331,191			Term Loan, 5.545%, maturing February 05, 2013				10,013,172
				Prism Business Media Holdings/ Penton Media, Inc.	Caa1	B-
$	1,666,000			Term Loan, 3.219%, maturing February 01, 2013				1,012,095
		(2	)	R.H. Donnelley Corporation	B3	D
	5,298,958	(5	)	Term Loan, 3.095%, maturing June 30, 2011				4,133,187
				Readers Digest	Caa2	CCC
EUR	742,087			Term Loan, 3.273%, maturing March 02, 2014				430,035
$	4,287,500			Term Loan, 3.287%, maturing March 02, 2014				1,843,625
				Source Media, Inc.	B1	B
	2,743,380			Term Loan, 5.320%, maturing November 08, 2011				1,440,274
				Thomas Nelson Publishers	B1	B
	1,849,332			Term Loan, 8.750%, maturing June 12, 2012				684,253
		(2	)	Tribune Company	NR	D
	1,491,225	(3	)	Term Loan, 5.250%, maturing June 04, 2014				461,451
				Yell Group, PLC	NR	NR
	2,000,000			Term Loan, 3.319%, maturing October 27, 2012				1,325,000
								53,540,950

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: 5.7%

Citadel Broadcasting Corporation

Caa2

9,600,000

Term Loan, 2.953%, maturing June 12, 2014

4,512,000

CMP KC, LLC

1,345,663

Term Loan, 4.405%, maturing May 03, 2011

127,838

CMP Susquehanna Corporation

Caa3

CCC+

6,615,582

Term Loan, 2.367%, maturing May 05, 2013

3,305,032

Cumulus Media, Inc.

Caa1

5,097,090

)

Term Loan, 2.099%, maturing June 11, 2014

3,007,283

CW Media Holdings, Inc.

B+

2,708,750

Term Loan, 4.470%, maturing
February 16, 2015

2,295,666

Emmis Communication

CCC+

1,157,569

Term Loan, 3.077%, maturing
November 01, 2013

714,799

FoxCo Acquisition, LLC

1,122,391

Term Loan, 6.513%, maturing July 14, 2015

726,748

Local TV Finance, LLC

B-

2,842,627

Term Loan, 2.320%, maturing May 07, 2013

1,449,740

Nexstar Broadcasting Group

B+

2,220,380

Term Loan, 2.789%, maturing
October 01, 2012

1,532,062

2,347,261

Term Loan, 2.970%, maturing
October 01, 2012

1,619,610

Nextmedia Operating, Inc.

Caa2

CCC+

408,622

Term Loan, 5.250%, maturing
November 15, 2012

204,311

919,398

Term Loan, 6.250%, maturing
November 15, 2012

459,699

)

Paxson Communications

4,500,000

)

Term Loan, 4.344%, maturing
January 15, 2012

1,186,875

Regent Communications

Caa1

CCC

1,387,663

Term Loan, 5.470%, maturing
November 21, 2013

593,226

Spanish Broadcasting Systems

Caa3

CCC+

2,990,483

Term Loan, 2.970%, maturing June 11, 2012

1,532,623

Univision Communications, Inc.

B-

21,999,786

Term Loan, 2.569%, maturing
September 29, 2014

15,152,352

38,419,864

Retail Stores: 8.6%

Amscan Holdings, Inc.

1,470,000

Term Loan, 3.533%, maturing May 25, 2013

1,297,275

CBR Fashion Holding

EUR

460,000

Term Loan, 3.316%, maturing April 19, 2016

379,371

EUR

500,000

Term Loan, 3.066%, maturing April 20, 2015

412,359

Claires Stores, Inc.

Caa2

B-

3,000,000

)

Term Loan, 3.348%, maturing
December 31, 2014

1,695,939

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Dollar General Corporation

Ba3

BB-

8,500,000

Term Loan, 3.438%, maturing July 07, 2014

8,008,216

Dollarama Group, L.P

Ba1

BB-

2,216,228

Term Loan, 2.789%, maturing
November 18, 2011

2,127,579

General Nutrition Centers, Inc.

B-

2,512,632

Term Loan, 3.257%, maturing
September 16, 2013

2,179,708

Guitar Center, Inc.

B-

4,957,615

Term Loan, 3.822%, maturing
October 09, 2014

3,619,059

Harbor Freight Tools USA, Inc.

B+

6,036,650

Term Loan, 9.750%, maturing
February 12, 2013

5,131,153

Michaels Stores, Inc.

4,594,909

Term Loan, 2.679%, maturing
October 31, 2013

3,316,950

Nebraska Book Company, Inc.

Ba3

2,357,451

Term Loan, 7.769%, maturing
March 04, 2011

2,216,004

Neiman Marcus Group, Inc.

BB-

7,299,578

Term Loan, 2.945%, maturing April 06, 2013

5,181,182

Oriental Trading Company, Inc.

Caa1

CCC

2,370,274

Term Loan, 9.750%, maturing July 31, 2013

1,552,530

Petco Animal Supplies, Inc.

B+

5,009,687

Term Loan, 3.122%, maturing
October 25, 2013

4,682,495

Phones 4U Group, Ltd.

GBP

1,615,726

Term Loan, 3.107%, maturing
September 22, 2014

1,308,197

GBP

1,545,301

Term Loan, 3.857%, maturing
September 22, 2015

1,251,177

Rite Aid

B+

4,950,000

Term Loan, 2.094%, maturing June 04, 2014

4,025,409

398,000

Term Loan, 6.000%, maturing June 04, 2014

334,121

Sally Holding, LLC

2,405,898

Term Loan, 2.712%, maturing
November 16, 2013

2,245,648

Sports Authority

B-

972,500

Term Loan, 3.158%, maturing May 03, 2013

478,146

Toys "R" Us, Inc.

BB-

3,368,159

Term Loan, 4.566%, maturing July 19, 2012

2,745,050

Vivarte

EUR

1,966,980

Term Loan, 2.894%, maturing
March 09, 2015

1,803,608

EUR

1,966,980

Term Loan, 3.394%, maturing
March 08, 2016

1,803,608

57,794,784

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Satellite: 0.6%

Intelsat Corporation

BB-

1,380,499

Term Loan, 2.914%, maturing
January 03, 2014

1,267,686

1,380,499

Term Loan, 2.914%, maturing
January 03, 2014

1,267,686

1,380,919

Term Loan, 2.914%, maturing
January 03, 2014

1,268,072

3,803,444

Telecommunications Equipment: 1.5%

CommScope, Inc.

Ba3

782,114

Term Loan, 3.720%, maturing
December 27, 2014

742,519

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,383,255

Term Loan, 2.673%, maturing
March 10, 2014

5,641,797

Sorenson Communications, Inc.

Ba2

4,456,611

Term Loan, 2.820%, maturing
August 16, 2013

3,980,310

10,364,626

Utilities: 7.3%

Boston Generating, LLC

CCC+

256,593

Revolver, 3.470%, maturing
December 20, 2013

176,641

6,981,446

Term Loan, 2.569%, maturing
December 20, 2013

4,806,090

1,916,404

Term Loan, 3.345%, maturing
December 20, 2013

1,319,270

Calpine Corporation

B+

1,522,500

Revolver, 3.070%, maturing
March 29, 2014

1,106,351

4,452,580

Term Loan, 4.095%, maturing
March 29, 2014

3,857,047

Coleto Creek WLE, L.P.

BB-

1,125,000

Revolver, 1.078%, maturing June 30, 2011

877,500

2,463,421

Term Loan, 3.714%, maturing June 28, 2013

1,921,469

437,602

Term Loan, 4.070%, maturing June 28, 2013

341,330

FirstLight Power Resources, Inc.

B+

2,635,312

Term Loan, 3.750%, maturing
November 01, 2013

2,373,976

906,823

Term Loan, 3.750%, maturing
November 01, 2013

816,896

FirstLight Power Resources, Inc.

CCC+

610,514

Term Loan, 5.750%, maturing May 01, 2014

434,991

Infrastrux Group, Inc.

4,170,110

Term Loan, 4.569%, maturing
November 05, 2012

3,690,547

MACH Gen, LLC

BB-

444,571

Term Loan, 3.482%, maturing
February 22, 2013

381,590

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Utilities: (continued)

NRG Energy, Inc.

Ba1

BB+

2,789,779

Term Loan, 2.720%, maturing
February 01, 2013

2,592,461

7,557,512

Term Loan, 2.820%, maturing
February 01, 2013

7,022,976

Texas Competitive Electric
Holdings Company, LLC

B+

2,968,590

Term Loan, 3.881%, maturing
October 10, 2014

2,040,493

5,910,000

Term Loan, 3.881%, maturing
October 10, 2014

4,097,846

6,453,595

Term Loan, 3.881%, maturing
October 10, 2014

4,440,480

TPF Generation Holdings, LLC

Ba3

2,256,937

Term Loan, 2.319%, maturing
December 15, 2013

2,098,548

1,431,519

Term Loan, 3.459%, maturing
December 15, 2013

1,331,057

TPF Generation Holdings, LLC

B+

1,500,000

Term Loan, 4.569%, maturing
December 15, 2014

1,210,000

Viridian Group, PLC

GBP

1,080,000

Term Loan, 5.192%, maturing
December 19, 2012

1,136,479

EUR

1,072,386

Term Loan, 5.349%, maturing
December 19, 2012

990,263

49,064,301

Total Senior Loans
(Cost $1,190,634,902)

904,594,442

Other Corporate Debt: 1.0%

Automobile: 1.0%

Avis Budget Car Rental

Caa1

CCC-

750,000

Floating Rate Note, 3.383%, maturing
May 15, 2014

472,500

Navistar International Corporation

BB-

1,800,000

Unsecured Term Loan, 3.589%, maturing
January 19, 2012

1,515,215

4,950,000

Unsecured Term Loan, 3.510%, maturing
January 19, 2012

4,166,841

Flextronics International, Ltd.

Ba1

BB+

683,155

Unsecured Term Loan, 3.083%, maturing
October 01, 2014

552,331

195,837

Unsecured Term Loan, 3.381%, maturing
October 01, 2014

158,334

Total Other Corporate Debt
Cost ($8,373,659)

6,865,221

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

*Equities and Other Assets: 0.3%*
			Description			Market Value USD
	(1	), (@) , (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)				—
	(@) , (R)		Block Vision Holdings Corporation (571 Common Shares)				—
	(2	), (@) , (R)	Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)				—
	(2	), (@) , (R)	Cedar Chemical (Liquidation Interest)				—
	(@) , (R)		Decision One Corporation (1,752,103 Common Shares)				—
	(2	), (@) , (R)	Enterprise Profit Solutions (Liquidation Interest)				—
	(@) , (R)		EquityCo, LLC (Warrants for 28,752 Common Shares)				—
	(4	), (@) , (R)	Euro United Corporation (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	Grand Union Company (Residual Interest in Bankruptcy Estate)				—
	(@)		Humphrey's, Inc. (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)				25
	(2	), (@) , (R)	Kevco Inc. (Residual Interest in Bankruptcy Estate)				25
	(2	), (@) , (R)	Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)				—
	(@) , (R)		Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)				—
	(2	), (@), (R)	Norwood Promotional Products, Inc. (104,148 Common Shares)				—
	(2	), (@), (R)	Norwood Promotional Products, Inc. (Contingent Value Rights)				—
	(@) , (R)		Safelite Realty Corporation (57,804 Common Shares)				462,432
	(1	), (@) , (R)	Transtar Metals (Residual Interest in Bankruptcy Estate)				—
	(1	), (@) , (R)	TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	US Office Products Company (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	Promotional Holdings, Inc. (Escrow Interest in
			Norwood Promotional Products, Inc.)				1,176,353
			Total for Equities and Other Assets (Cost $2,792,629)				1,638,835
			Total Investments (Cost $1,201,801,190)**	135.6	%	$	913,098,498
			Other Assets and Liabilities — Net	(35.6	)		(239,652,335	)
			Net Assets	100.0	%	$	673,446,163

* Senior loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.

† Bank Loans rated below Baa are considered to be below investment grade.

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

NR Not Rated

(1) The borrower filed for protection under Chapter 7 of the U.S. Federal Bankruptcy code.

(2) The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.

(3) Loan is on non-accrual basis.

(4) The borrower filed for protection under the Canadian Bankruptcy and Insolvency Act.

(5) Trade pending settlement. Contract rates do not take effect until settlement date.

(@) Non-income producing security.

(R) Restricted security.

AUD Australian Dollar

GBP British Pound Stirling

EUR Euro

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,203,774,976.

Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	1,466,659
Gross Unrealized Depreciation		(292,143,137	)
Net Unrealized Depreciation	$	(290,676,478	)

Fair Value Measurements*

The following is a summary of the inputs used as of May 31, 2009 in determining the Trust's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Senior Loans	$	—	$	887,448,299		$	17,146,143
Other Corporate Debt		—		6,865,221			—
Equities and Other Assets		—		—			1,638,835
Total	$	—	$	894,313,520		$	18,784,978
Other Financial Instruments**		—		(5,932,792	)		—
Total	$	—	$	(5,932,792	)	$	—

"Fair value" for purposes of SFAS 157 is different from "fair value" as used in the 1940 Act. The former generally implies market value, and can include market quotations as a source of value, and the latter refers to determinations of value in absence of available market quotations.

* See note 2 in the Notes to Financial Statements for additional information.

** Other financial instruments may include open forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end.

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the three months ended May 31, 2009:

	Beginning Balance 2/28/09		Net Purchases/ (Sales)		Accrued Discounts/ (Premiums)		Total Realized Gain/(Loss)		Appreciation/ (Depreciation)			Net Transfers In/(Out) of Level 3		Ending Balance at 05/31/09
Senior Loans	$	24,595,232	$	—	$	654,539	$	—	$	(8,103,628	)	$	—	$	17,146,143
Other Corporate Debt		—		—		—		—		—			—		—
Equities and Other Assets		462,482		1,212,069		—		—		(35,716	)		—		1,638,835
Other Financial Instruments**		—		—		—		—		—			—		—
Total	$	25,057,714	$	1,212,069	$	654,539	$	—	$	(8,139,344	)	$	—	$	18,784,978

For the three months ended May 31, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $(8,139,344). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

* See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

At May 31, 2009 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Depreciation
	Australian Dollar AUD 4,200,000	Sell	06/15/09		USD $2,720,046		$3,353,049		$(633,003)
	Australian Dollar
AUD	3,800,000	Sell	07/15/09		2,882,566		3,027,134		(144,568	)
	Australian Dollar
AUD	4,470,000	Sell	08/14/09		3,393,825		3,553,219		(159,394	)
	Euro
EUR	15,930,000	Sell	06/15/09		20,433,448		22,513,315		(2,079,867	)
	Euro
EUR	9,050,000	Sell	07/15/09		12,214,770		12,787,027		(572,257	)
	Euro
EUR	9,050,000	Sell	08/14/09		12,315,964		12,783,703		(467,739	)
	British Pound Sterling
GBP	4,895,000	Sell	06/15/09		6,785,075		7,899,944		(1,114,869	)
	British Pound Sterling
GBP	3,322,500	Sell	07/15/09		5,029,036		5,361,506		(332,470	)

See Accompanying Notes to Financial Statements
51

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2009 (Unaudited) (continued)

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Depreciation
	British Pound Sterling
GBP	3,322,500	Sell	08/14/09		5,028,637		5,360,821		(332,184	)
	Sweden Kronor
SEK	3,020,000	Sell	06/15/09		344,049		397,973		(53,924	)
	Sweden Kronor
SEK	5,330,000	Sell	07/15/09		681,054		702,318		(21,264	)
	Sweden Kronor
SEK	5,330,000	Sell	08/14/09		681,020		702,273		(21,253	)
				$	72,509,490	$	78,442,282	$	(5,932,792	)

For the three months ended May 31, 2009, net realized gain (loss) on forward foreign currency contracts and the net change in unrealized gain (loss) on forward foreign currency contracts can be found on the Trust's Statement of Operations. For additional information on the reason(s) why the Trust may enter into forward foreign currency contracts and the risks associated with these contracts, please refer to Note 2 in the accompanying Notes to Financial Statements.

See Accompanying Notes to Financial Statements
52

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER INVESTMENT PROGRAM

The Trust offers a Shareholder Investment Program (the "Program") which allows holders of the Trust's common shares a simple way to reinvest dividends and capital gains distributions, if any, in additional common shares of the Trust. The Program also offers holders of the Trust's common shares the ability to make optional cash investments in any amount from $100 to $100,000 on a monthly basis.

For dividend and capital gains distribution reinvestment purposes, PNC will purchase shares of the Trust on the open market when the market price plus estimated fees is less than the NAV on the valuation date. The Trust will issue new shares for dividend and capital gains distribution reinvestment purchases when the market price plus estimated fees is equal to or exceeds the net asset value on the valuation date. New shares may be issued at the greater of (i) NAV or (ii) the market price of the shares during the pricing period, minus a discount of 5%.

For optional cash investments, shares will be purchased on the open market by PNC when the market price plus estimated fees is less than the NAV on the valuation date. New shares will be issued by the Trust for optional cash investments when the market price plus estimated fees is equal to or exceeds the net asset value on the valuation date. Such shares will be issued at a discount to market, determined by the Trust, between 0% and 5%.

There is no charge to participate in the Program. Participants may elect to discontinue participation in the Program at any time. Participants will share, on a pro rata basis, in the fees or expenses of any shares acquired in the open market.

Participation in the Program is not automatic. If you would like to receive more information about the Program or if you desire to participate, please contact your broker or the Trust's Shareholder Services Department at (800) 992-0180.

KEY FINANCIAL DATES — CALENDAR 2009 DIVIDENDS:

DECLARATION DATE	EX-DIVIDEND DATE	PAYABLE DATE
January 30, 2009	February 6, 2009	February 24, 2009

February 27, 2009	March 6, 2009	March 23, 2009

March 31, 2009	April 8, 2009	April 22, 2009

April 30, 2009	May 7, 2009	May 22, 2009

May 29, 2009	June 8, 2009	June 22, 2009

June 30, 2009	July 8, 2009	July 22, 2009

July 31, 2009	August 6, 2009	August 24, 2009

August 31, 2009	September 8, 2009	September 22, 2009

September 30, 2009	October 8, 2009	October 22, 2009

October 30, 2009	November 6, 2009	November 23, 2009

November 30, 2009	December 8, 2009	December 22, 2009

December 21, 2009	December 29, 2009	January 13, 2010

Record date will be two business days after each Ex-Dividend Date. These dates are subject to change.

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited) (continued)

STOCK DATA

The Trust's common shares are traded on the New York Stock Exchange (Symbol: PPR). Effective March 1, 2002, the Trust's name changed to ING Prime Rate Trust and its CUSIP number changed to 44977W106. The Trust's NAV and market price are published daily under the "Closed-End Funds" feature in Barron's, The New York Times, The Wall Street Journal and many other regional and national publications.

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

In accordance with Section 23(c) of the 1940 Act, and Rule 23c-1 under the 1940 Act the Trust may from time to time purchase shares of beneficial interest of the Trust in the open market, in privately negotiated transactions and/or purchase shares to correct erroneous transactions.

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of May 31, 2009 was 4,443 which does not include approximately 40,808 beneficial owners of shares held in the name of brokers of other nominees.

PROXY VOTING INFORMATION

A description of the policies and procedures that the Trust uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-992-0180; (2) on the Trust's website at www.ingfunds.com and (3) on the SEC's website at www.sec.gov. Information regarding how the Trust voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Trust's website at www.ingfunds.com and on the SEC's website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust's Forms N-Q are available on the SEC's website at www.sec.gov. The Trust's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330; and is available upon request from the Trust by calling Shareholder Services toll-free at (800) 992-0180.

CERTIFICATIONS

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Trust submitted the Annual CEO Certification on May 31, 2009 certifying that he was not aware, as of that date, of any violation by the Trust of the NYSE's Corporate governance listing standards. In addition, as required by Section 203 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust's principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Trust's disclosure controls and procedures and internal controls over financial reporting.

(THIS PAGE INTENTIONALLY LEFT BLANK)

Investment Adviser

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Sub-Adviser

ING Investment Management Co.

230 Park Avenue

New York, NY 10169

Institutional Investors and Analysts

Call ING Prime Rate Trust

1-800-336-3436, Extension 2217

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-992-0180

Written Requests

Please mail all account inquiries and other comments to:

ING Prime Rate Trust Account

c/o ING Fund Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

PNC Global Investment Servicing (U.S.) Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

Custodian

State Street Bank and Trust Company

801 Pennsylvania Avenue

Kansas City, Missouri 64105

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

Toll-Free Shareholder Information

Call us from 9:00 a.m. to 7:00 p.m. Eastern time on any business day for account or other information, at (800)-992-0180

For more complete information, or to obtain a prospectus on any ING Fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the Trust's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the Trust.

PRQR-UPRTQI

(0509-072809)