Edgar Filing: ING PRIME RATE TRUST

Funds

Third Quarter Report

November 30, 2009

ING Prime Rate Trust

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.

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ING Prime Rate Trust

THIRD QUARTER REPORT

November 30, 2009

Table of Contents

Portfolio Managers' Report					2

Statement of Assets and Liabilities					7

Statement of Operations					8

Statements of Changes in Net Assets					9

Statement of Cash Flows					10

Financial Highlights					11

Notes to Financial Statements					13

Portfolio of Investments					23

Additional Information					51

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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 NOVEMBER 30, 2009
Net Assets	$	790,210,594
Total Assets	$	1,124,522,971
Assets Invested in Senior Loans	$	1,102,856,560
Senior Loans Represented		512
Average Amount Outstanding per Loan	$	2,154,017
Industries Represented		36
Average Loan Amount per Industry	$	30,634,904
Portfolio Turnover Rate (YTD)		28	%
Weighted Average Days to Interest Rate Reset		38
Average Loan Final Maturity		49 months
Total Leverage as a Percentage of Total Assets (including preferred shares)		26.06	%

PERFORMANCE SUMMARY

The Trust declared $0.09 of dividends during the third fiscal quarter and $0.24 during the nine months ended November 30, 2009. Based on the average month-end net asset value ("NAV") per share of $5.38 for the third fiscal quarter and $4.75 for the nine month period, this resulted in an annualized distribution rate^₍₁₎ of 6.79% for the third fiscal quarter and 6.79% for the nine month period. The Trust's total net return for the third fiscal quarter, based on NAV, was 5.71% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")^₍₂₎ of 4.04% for the same quarter. For the nine months ended November 30, 2009, the Trust's total return, based on NAV, was 50.74%, versus 36.08% gross return for the Index. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the third fiscal quarter was 11.83% and for the nine months ended November 30, 2009 was 55.04%.

During the period under review, loan prices, on average, experienced their highest level of technical stability in roughly two years. Unlike the fourth and first quarters of 2008 and 2009, respectively, price levels most recently have generally been moving on issuer-specific news and less on market-wide supply/demand instability or volatility in other capital markets. Additional price support has, however, been afforded by a reduction in the stock of outstanding loans by way of repayments traced primarily to new high yield bond offerings, and to a lesser degree, IPO activity. Fortunately,

^₍₁₎ The distribution rate is calculated by annualizing dividends and distributions 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 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)

there has been a modest pick-up in new-issue activity during recent weeks, which has helped to keep market technicals largely in check.

A more sanguine fundamental outlook also provided a constructive backdrop for loan performance. Although the domestic economy continues to search for solid footing (at times, offering up a frustrating flow of conflicting signals), credit conditions in the below investment grade corporate debt market appear to be improving modestly. While the actual trailing default rate at the Index level continues to creep up (10.81% at the end of November, a continuing record high), the rate of default activity has slowed substantially. The annualized pace of defaults (by principal amount) declined to 6.4% for the period September 1 through November 30, from just under 20% during the first quarter. With better visibility into fundamental credit risk and a healthier technical backdrop, many high yield loan and bond managers have been aggressively bidding up market values of the highest-risk credit. As a result, this component of the loan market (typically defined as CCC-rated or lower, and/or defaulted issues) has substantially outperformed the higher-rated segment of the market from a total return perspective since the middle of the year. We remain fundamentally cautious on the lowest quality segment of the market since, in our view, the downside risk to recoveries in this still active credit cycle generally outweighs the potential remaining price upside.

PORTFOLIO REVIEW

The Trust outperformed the Index during the period, attributable largely to the same set of factors driving returns for the previous fiscal quarter, namely a lower exposure to non-performing assets than the Index and the beneficial impact of the use of leverage for investment purposes in a stable-to-rising price environment. Performance remained favorable even though the Trust continued to only partially participate in the rally among the lowest-rated component of the Index. The Trust held positions in two of the five top contributors to Index returns during the period (Lyondell Basell Industries, the biggest gainer during the period, and a relatively small position in Tribune Co.), and three of the top five detractors (Aramark Corp., West Corp., and VNU Group, each only marginally negative due to what we view as normal profit taking). The Trust's sector positioning was largely unchanged during the period, with heathcare, cable and printing/publishing again topping the list. As in the prior reporting period, the more defensive industry groups (healthcare, cable and food/beverage), while again posting a stellar quarter from a fundamental credit perspective (i.e., no default activity), underperformed on a relative basis as investors sought out more yield and thusly more risk. Non-performing assets within the portfolio remained within our expectations during a period in which, as noted above,

TOP TEN SENIOR LOAN ISSUERS AS OF NOVEMBER 30, 2009 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
CHS/Community Health Systems, Inc.		3.2	%		4.6	%
Cequel Communications, LLC		2.4	%		3.5	%
CSC Holdings, Inc.		1.7	%		2.4	%
PBL Media		1.6	%		2.3	%
Metro-Goldwyn-Mayer, Inc.		1.6	%		2.3	%
Univision Communications, Inc.		1.5	%		2.2	%
HCA, Inc.		1.5	%		2.1	%
Lyondell Chemical Company		1.4	%		2.0	%
Texas Competitive Electric Holdings Company, LLC		1.3	%		1.9	%
First Data Corporation		1.2	%		1.8	%

TOP TEN INDUSTRY SECTORS AS OF NOVEMBER 30, 2009 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		13.0	%		18.5	%
North American Cable		8.1	%		11.5	%
Printing & Publishing		7.4	%		10.6	%
Chemicals, Plastics & Rubber		5.8	%		8.3	%
Retail Stores		5.7	%		8.1	%
Data and Internet Services		5.6	%		7.9	%
Utilities		5.0	%		7.2	%
Radio and TV Broadcasting		4.5	%		6.4	%
Leisure, Amusement, Entertainment		3.2	%		4.6	%
Gaming		3.2	%		4.6	%

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

the Index default rate continued to rise. Since January 2008, the unofficial onset of this default cycle, the Trust has experienced 21 defaults (performing and nonperforming) compared to 97 in the Index.

Ratings Distribution as of November 30, 2009 (Unaudited)
Baa	3.3	%
Ba	34.4	%
B	44.1	%
Caa and below	6.0	%
Not rated	12.2	%

Ratings distribution shows the percentage of the Trust's loan assets that are rated in each ratings category, based upon the categories provided by Moody's Investors Service, Inc. Ratings distribution is based on Moody's senior secured facility ratings. Loans rated below Baa by Moody's are considered to be below investment grade. Ratings can change from time to time, and current ratings may not fully reflect the actual credit condition or risks posed by a loan.

* Not rated includes loans to non-U.S. borrowers (which are typically unrated) and loans for which the rating has been withdrawn.

OUTLOOK

Looking out, should early 2010 see a continuation of the trends currently in place (continued price stability, a further deceleration in default rates and robust capital markets that prove fertile for loan refinancings), many market observers feel the prices of existing loans could still experience material upside from their current trading levels. Add to that the impact of widening nominal credit spreads (by way of the continuing ongoing flurry of amendment activity and more attractively priced new issues) and the potential for some upward movement in short term interest rates, we believe there is a good chance the floating rate senior loan market could follow up 2009's historic gain with another year of solid returns. The primary downside risk remains the strength and sustainability of the nascent economic recovery, particularly after the sundry stimulus effects dissipate. While we continue to see as low the probability of double dip recession, it cannot be ruled out. As such we remain keenly focused on risk monitoring and continue to adhere to a strategy that emphasizes higher quality secured loans, with the goal of generating above average returns over the long term through the minimization of losses related to defaults.



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
January 8, 2010

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended November 30, 2009
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		63.16	%		(2.66	)%		1.56	%		2.65	%
Based on Market Value		70.66	%		(2.92	)%		0.30	%		1.70	%
S&P/LSTA Leveraged Loan Index		42.95	%		2.38	%		3.72	%		4.50	%
Credit-Suisse Leveraged Loan Index		24.67	%		1.14	%		3.19	%		4.13	%

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)

	Prime Rate			NAV 30-day SEC Yield^_(A)			Mkt. 30-Day SEC Yield^_(A)			Annualized Dist. Rate @ NAV^_(B)			Annualized Dist. Rate @ Mkt.^_(B)
November 30, 2009		3.25	%		5.40	%		5.72	%		6.18	%		6.54	%
August 31, 2009		3.25	%		5.34	%		5.98	%		7.33	%		8.21	%
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	%

YIELDS AND DISTRIBUTION RATES

^_(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 November 30, 2009 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,231,718,653)	$	1,104,088,948
Cash		2,799,779
Foreign currencies at value (Cost $3,775,733)		3,775,739
Receivables:
Investment securities sold		8,495,955
Interest		4,302,602
Other		29,800
Unrealized appreciation on forward foreign currency contracts		1,046,535
Prepaid expenses		13,613
Total assets		1,124,552,971
LIABILITIES:
Notes payable		68,000,000
Payable for investment securities purchased		37,378,769
Deferred arrangement fees on senior loans		291,252
Dividends payable — preferred shares		5,851
Payable to affilates		931,381
Payable to custodian		91,240
Accrued trustees fees		34,149
Unrealized depreciation on forward foreign currency contracts		352,732
Unrealized depreciation on unfunded commitments		1,699,060
Other accrued expenses		557,943
Total liabilities		109,342,377
Preferred shares, $25,000 stated value per share at liquidation value (9,000 shares outstanding)		225,000,000
NET ASSETS	$	790,210,594
Net assets value per common share outstanding (net assets divided by 145,177,757 shares of beneficial interest authorized and outstanding, no par value)	$	5.44
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,311,573,950
Undistributed net investment income		16,393,974
Accumulated net realized loss on investments and foreing currency related transactions		(408,983,148	)
Net unrealized depreciation on investments, foreign currency related transactions, and unfunded commitments		(128,774,182	)
NET ASSETS	$	790,210,594

See Accompanying Notes to Financial Statements
7

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Nine Months Ended November 30, 2009 (Unaudited)

INVESTMENT INCOME:
Interest	$	39,349,160
Arrangement fees earned		215,830
Other		1,256,516
Total investment income		40,821,506
EXPENSES:
Investment management fees		5,803,820
Administration fees		1,813,694
Transfer agent fees		57,331
Interest expense		1,084,818
Shareholder reporting expense		51,525
Custody and accounting expense		303,035
Professional fees		243,894
Preferred shares — dividend disbursing agent fees		37,933
ICI fees		605
Postage expense		369,350
Trustees fees		18,563
Excise tax expense		442,288
Miscellaneous expense		444,240
Total expenses		10,671,096
Reimbursement of expense by Investment Adviser (Note 11)		(442,288	)
Net expenses		10,228,808
Net investment income		30,592,698
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND UNFUNDED COMMITMENTS:
Net realized loss on:
Investments		(49,692,349	)
Forward foreign currency contracts		(13,240,955	)
Foreign currency related transactions		(1,267,280	)
Net realized loss on investments and foreign currency related transactions		(64,200,584	)
Net change in unrealized appreciation or depreciation on:
Investments		305,864,864
Forward foreign currency contracts		(805,141	)
Foreign currency related transactions		443,122
Unfunded commitments		769,875
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		306,272,720
Net realized and unrealized gain on investments, foreign currency related transactions, and unfunded commitments		242,072,136
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(453,626	)
Increase in net assets resulting from operations	$	272,211,208

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Nine Months Ended November 30, 2009			Year Ended February 28, 2009
FROM OPERATIONS:
Net investment income	$	30,592,698		$	67,170,276
Net realized loss on investments, foreign currency related transactions and payments by affiliates		(64,200,584	)		(96,185,309	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and unfunded commitments		306,272,720			(237,600,787	)
Distributions to preferred shareholders from net investment income		(453,626	)		(8,394,943	)
Increase (decrease) in net assets resulting from operations		272,211,208			(275,010,763	)
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(34,840,317	)		(59,418,526	)
Decrease in net assets from distributions to common shareholders		(34,840,317	)		(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		237,370,891			(334,136,201	)
NET ASSETS:
Beginning of period		552,839,703			886,975,904
End of period (including undistributed net investment income of $16,393,974 and $21,095,219, respectively)	$	790,210,594		$	552,839,703

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the Nine Months Ended November 30, 2009 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	32,747,604
Dividends paid to preferred shareholders		(455,520	)
Arrangement fee received		64,090
Other income received		1,696,914
Interest paid		(1,084,818	)
Other operating expenses paid		(9,312,190	)
Purchases of securities		(238,805,787	)
Proceeds on sale of securities		263,517,335
Net cash provided by operating activities		48,367,628
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(34,840,317	)
Net paydown of notes payable		(13,000,000	)
Net cash flows used in financing activities		(47,840,317	)
Net increase		527,311
Cash at beginning of period		2,272,468
Cash at end of period	$	2,799,779
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	$	272,211,208
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		(305,864,864	)
Change in unrealized appreciation or depreciation on foreign currencies		(2,926	)
Change in unrealized appreciation or depreciation on forward foreign currency contracts		805,141
Change in unrealized depreciation on unfunded commitments		(769,875	)
Change in unrealized appreciation or depreciation on other assets and liablilities		(440,196	)
Net accretion of discounts on investments		(8,530,551	)
Net amortization of premiums on investments		113,656
Net realized loss on sale of investments and foreign currency related transactions		64,200,584
Purchases of securities		(238,805,787	)
Proceeds on sale of securities		263,517,335
Decrease in other assets		202
Decrease in interest receivable		1,815,339
Decrease in prepaid expenses		100,703
Decrease in deferred arrangement fees on revolving credit facilities		(151,740	)
Decrease in dividends payable — preferred shares		(1,894	)
Increase in payable to affiliates		237,855
Decrease in accrued trustees fees		(1,524	)
Decrease in other accrued expenses		(65,038	)
Total adjustments		(223,843,580	)
Net cash provided by operating activities	$	48,367,628

See Accompanying Notes to Financial Statements
10

FINANCIAL HIGHLIGHTS (Unaudited)

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

				Per Share Operating Performance																								Total Investment Return⁽¹⁾						Ratios to average net assets								Supplemental data
		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		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
	11-30-09		3.81		0.21		1.66			(0.00	)^*		—			1.87			(0.24	)		(0.24	)		5.44		5.14		50.74			55.04			1.82		2.02		1.94		5.80		790,211		28
	02-28-09		6.11		0.46		(2.29	)		(0.06	)		—			(1.89	)		(0.41	)		(0.47	)		3.81		3.50		(31.93	)⁽⁵⁾		(32.03	)⁽⁵⁾		1.95		3.01		3.01		7.86		552,840		10
	02-29-08		7.65		0.75		(1.57	)		(0.16	)		—			(0.98	)		(0.56	)		(0.72	)		6.11		5.64		(13.28	)		(17.25	)		2.20		4.36		4.36		10.35		886,976		60
	02-28-07		7.59		0.71		0.06			(0.16	)		—			0.61			(0.55	)		(0.71	)		7.65		7.40		8.85			13.84			2.21		4.62		4.62		9.42		1,109,539		60
	02-28-06		7.47		0.57		0.12			(0.11	)		—			0.58			(0.46	)		(0.57	)		7.59		7.02		8.53			(0.82	)		2.33		4.27		4.27		7.71		1,100,671		81
	02-28-05		7.34		0.45		0.16			(0.05	)		—			0.56			(0.43	)		(0.48	)		7.47		7.56		7.70			2.04			2.29		3.18		3.17		6.04		1,082,748		93
	02-29-04		6.73		0.46		0.61			(0.04	)		—			1.03			(0.42	)		(0.46	)		7.34		7.84		15.72			28.77			2.11		2.40		2.40		6.68		1,010,325		87
	02-28-03		7.20		0.50		(0.47	)		(0.05	)		—			(0.02	)		(0.45	)		(0.50	)		6.73		6.46		0.44			2.53			2.19		2.68		2.68		7.33		922,383		48
	02-28-02		8.09		0.74		(0.89	)		(0.11	)		—			(0.26	)		(0.63	)		(0.74	)		7.20		6.77		(3.02	)		(9.20	)		2.25		3.64		3.64		9.79		985,982		53
	02-28-01		8.95		0.88		(0.78	)		(0.06	)		(0.04	)		—			(0.86	)		(0.92	)		8.09		8.12		0.19			9.10			1.81		4.45		4.45		10.39		1,107,432		46
	02-29-00		9.24		0.79		(0.30	)		—			—			0.49			(0.78	)		(0.78	)		8.95		8.25		5.67			(5.88	)		1.43		4.00		4.00		8.77		1,217,339		71

⁽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
11

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								Supplemental data
		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⁾		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⁾		Preferred Shares — Aggregate amount outstanding		Liquidation and market value per share of Preferred Shares		Asset coverage inclusive of Preferred Shares and debt per share^(b)		Borrowings at end of period		Asset coverage per $1,000 of debt^(b)		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
	11-30-09		1.38		1.53		1.47		4.39		1.73		1.92		1.84		5.51		225,000		25,000		92,425		68,000		15,930		37,415		145,178
	02-28-09		1.54		2.38		2.38		6.22		1.54		2.37		2.37		6.21		225,000		25,000		70,175		81,000		10,603		227,891		145,178
	02-29-08		1.54		3.05		3.05		7.23		1.60		3.17		3.17		7.53		450,000		25,000		53,125		338,000		4,956		391,475		145,094
	02-28-07		1.57		3.27		3.27		6.68		1.56		3.25		3.25		6.63		450,000		25,000		62,925		281,000		6,550		459,982		145,033
	02-28-06		1.64		3.02		3.02		5.44		1.58		2.90		2.90		5.24		450,000		25,000		55,050		465,000		4,335		509,178		145,033
	02-28-05		1.60		2.22		2.21		4.21		1.63		2.27		2.26		4.32		450,000		25,000		53,600		496,000		4,090		414,889		145,033
	02-29-04		1.45		1.65		1.65		4.57		1.84		2.09		2.09		5.82		450,000		25,000		62,425		225,000		7,490		143,194		137,638
	02-28-03		1.49		1.81		1.81		4.97		1.82		2.23		2.23		6.10		450,000		25,000		62,375		167,000		9,218		190,671		136,973
	02-28-02		1.57		2.54		2.54		6.83		1.66		2.70		2.70		7.24		450,000		25,000		58,675		282,000		6,092		365,126		136,973
	02-28-01		1.62		3.97		3.97		9.28		1.31		3.21		3.21		7.50		450,000		25,000		53,825		510,000		4,054		450,197		136,847
	02-29-00		—		—		—		—		1.00		2.79		2.79		6.12		—		—		—		484,000		3,515		524,019		136,036

(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) 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
12

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 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 November 30, 2009, 98.8% 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 Compliance 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 November 30, 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.

Fair value is defined as the price that the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement data. 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 or liability 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. Securities valued at amortized cost are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing the Trust's investments under these levels of classification is included following the Portfolio of Investments.

For the nine months ended November 30, 2009, there have been no significant changes to the fair valuation methodologies.

On April 9, 2009, the Financial Accounting Standards Board ("FASB") issued additional guidance related to fair value measurements entitled, 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. This guidance 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 their operations due to the adoption of this guidance 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 new disclosure requirements related to derivatives entitled, "Disclosure about Derivative Instruments 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 and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. Enhanced disclosures regarding credit-risk-related contingent features of derivative instruments is also required. All changes to disclosures 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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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. For the nine months ended November 30, 2009, the total amount of all open forward foreign currency contracts as presented following the Portfolio of Investments is indicative of the volume of this derivative type.

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 nine months ended November 30, 2009, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $272,560,353 and $271,892,298, respectively. At November 30, 2009, the Trust held senior loans valued at $1,102,856,560 representing 99.9% of its total investments. The market value of these assets is established as set forth in Note 2.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 3 — INVESTMENTS (continued)

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.

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 (1,545,989 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
Ferretti SPA (Warrants for 0.111% Participation Interest)	09/30/09		—
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		—
Safelite Realty Corporation (57,804 Common Shares)	10/12/00		—
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		40,230
US Shipping Partners, L.P. (19,404 Common Shares)	11/25/09		—
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total Restricted Securities excluding senior loans (market value $348,435 was 0.04% of net assets at November 30, 2009)		$	1,169,622

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).

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

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 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 boosted ING Bank's core Tier-1 ratio, strengthened the insurance balance sheet and reduced ING Groep's Debt/Equity ratio.

On October 26, 2009, ING Groep announced that it will move towards a complete separation of its banking and insurance operations. A formal restructuring plan ("Restructuring Plan") was submitted to the European Commission ("EC"), which approved it on November 18, 2009. ING Groep expects that the Restructuring Plan will be achieved over the next four years by a divestment of all insurance operations (including ING Investment Management) as well as a divestment of ING Direct US by the end of 2013. ING Groep has represented that it will explore all options, including initial public offerings, sales or combinations thereof. ING Groep also repurchased EUR 5 billion of Core Tier 1 securities in the fourth quarter of 2009, financed by a EUR 7.5 billion underwritten rights issue.

NOTE 5 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At November 30, 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
$	709,624			$	221,757			$	931,381

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 a Trustee of one or more ING Funds and who is not an "interested person" of such ING Funds (as such term is defined in the Investment Company Act of 1940, as amended) 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. For the purpose of this policy, disability shall be the inability to perform the duties of a member of the Board because of the physical or mental impairment that has lasted or that can be expected to last for a continuous period of not less than 12 months, as reasonably determined by a majority of the Board.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 6 — COMMITMENTS

The Trust has entered into a $125 million 364-day revolving credit agreement which matures August 18, 2010, collateralized by assets of the Trust. Borrowing rates under this agreement are based on a fixed spread over LIBOR, and a commitment fee is charged on the unused portion. Prepaid arrangement fees are amortized over the term of the agreement. The amount of borrowings outstanding at November 30, 2009, was $68 million. Weighted average interest rate on outstanding borrowings was 1.75%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 6.05% of total assets at November 30, 2009. Average borrowings for the nine months ended November 30, 2009 were $37,414,545 and the average annualized interest rate was 3.85% excluding other fees related to the unused portion of the facilities, and other fees.

As of November 30, 2009, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Calpine Corporation	$	2,100,000
Cengage Learning, Inc.		3,333,333
Coleto Creek Power		5,000,000
ION Media Networks, Inc.		199,246
Kerasotes Showplace Theatres, LLC	$	750,000
Lyondell Chemical Co.		1,094,314
Sturm Foods, Inc.		500,000
	$	12,976,893

The unrealized depreciation on these commitments of $1,699,060 as of November 30, 2009 is reported as such on the Statement of Assets and Liabilities.

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of November 30, 2009, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date		Shares Registered		Shares Remaining
	8/17/09		25,000,000		25,000,000
	8/17/09		5,000,000		5,000,000

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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 7 — RIGHTS AND OTHER OFFERINGS (continued)

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.

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 nine months ended November 30, 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 November 30, 2009, the Trust held 0.1% 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
	Nine Months Ended November 30, 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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 11 — FEDERAL INCOME TAXES

During the nine months ended November 30, 2009, the Trust incurred a Federal excise tax expense in the amount of $442,288 which has been 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 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:

Nine Months Ended November 30, 2009		Year Ended February 28, 2009
Ordinary Income		Ordinary Income
$	35,293,943	$	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 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.

As of November 30, 2009, no provisions for income tax would be required in the Trust's financial statements as a result of tax positions taken on federal income tax returns for open tax years. The Trust's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 12 — SUBSEQUENT EVENTS

On December 1, 2009, the Trust announced the approval by the Board to redeem during 2010 up to $100 million of the Trust's $225 million outstanding auction rate Preferred Shares (representing approximately 44% of each series of such shares). The redemption is expected to be accomplished by means of four calendar quarterly redemptions of up to $25 million each. The Preferred Shares are expected to be redeemed primarily using the proceeds of borrowings under the Trust's existing bank loan facility. Redemption costs and the ongoing costs of obtaining leverage through a bank loan facility may reduce returns to Common Shares and may be higher than the costs of leverage

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2009 (Unaudited) (continued)

NOTE 12 — SUBSEQUENT EVENTS (continued)

obtained through the Preferred Shares. The Trust and the Board will continue to closely monitor the situation regarding the Trust's outstanding Preferred Shares and to evaluate potential options to restore liquidity to and/or provide additional refinancing options for the Preferred Shares market in the context of applicable regulatory guidelines, as well as the economic and tax implications for holders of both its Common and Preferred Shares.

The first quarterly redemption is itemized below:

Preferred Shares	Total Shares Redeemed		Total Liquidation Preference		Redemption Date
Series M		200	$	5,000,000	01/25/10
Series T		200	$	5,000,000	01/19/10
Series W		200	$	5,000,000	01/20/10
Series Th		200	$	5,000,000	01/21/10
Series F		200	$	5,000,000	01/22/10
Totals		1,000	$	25,000,000

Subsequent to November 30, 2009, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0250

11/30/09

12/10/09

12/22/09

0.0250

12/21/09

12/31/09

1/13/10

Subsequent to November 30, 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	$	4.89	12/07/09 — 01/15/10	12/14/09 — 01/25/10	12/15/09 — 01/26/10		0.14	%
Series T	$	6.20	12/01/09 — 01/19/10	12/08/09 — 01/26/10	12/09/09 — 01/27/10		0.16	%
Series W	$	6.14	12/02/09 — 01/20/10	12/09/09 — 01/27/10	12/10/09 — 01/28/10		0.16	%
Series Th	$	5.13	12/03/09 — 01/14/10	12/10/09 — 01/21/10	12/11/09 — 01/22/10		0.14	%
Series F	$	4.27	12/04/09 — 01/15/10	12/11/09 — 01/22/10	12/14/09 — 01/25/10		0.13	%

The Trust has evaluated events occurring after the balance sheet date (subsequent events) through January 26, 2010, the date the financial statements were issued, to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited)

Senior Loans*: 139.6%

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 2.3%

Avio Group

87,000

Term Loan, 2.993%,
maturing December 13, 2015

79,415

Delta Airlines, Inc.

Ba2

BB-

1,470,000

Term Loan, 2.277%, maturing April 30, 2012

1,303,400

500,000

Term Loan, 8.750%,
maturing September 27, 2013

499,791

Delta Airlines, Inc.

5,400,897

Term Loan, 3.534%, maturing April 30, 2014

4,426,807

Forgings International, Ltd.

1,000,000

)

Term Loan, maturing August 11, 2014

881,500

1,000,000

)

Term Loan, maturing August 11, 2015

880,500

McKechnie Aerospace DE, Inc.

B+

1,958,987

)

Term Loan, 2.250%, maturing May 11, 2014

1,821,858

Spirit Aerosystems, Inc.

Ba2

BBB-

442,803

Term Loan, 2.034%,
maturing September 30, 2013

426,198

Transdigm, Inc.

Ba2

BB-

3,500,000

Term Loan, 2.289%, maturing June 23, 2013

3,338,125

United Airlines, Inc.

B+

4,075,347

Term Loan, 2.313%,
maturing February 01, 2014

3,170,037

Wesco Aircraft Hardware Corporation

Ba3

BB-

1,458,750

Term Loan, 2.490%,
maturing September 29, 2013

1,379,430

18,207,061

Automobile: 2.9%

Dollar Thrifty Automotive Group, Inc.

B-

1,438,911

)

Term Loan, 2.734%, maturing June 15, 2014

1,208,685

Ford Motor Company

Ba3

B-

12,559,103

)

Term Loan, 3.287%,
maturing December 16, 2013

11,083,408

KAR Holdings, Inc.

Ba3

5,307,011

Term Loan, 2.490%,
maturing October 18, 2013

4,922,253

Oshkosh Truck Corporation

BB-

3,170,603

Term Loan, 6.316%,
maturing December 06, 2013

3,170,822

TRW Automotive, Inc.

Ba3

BB-

2,182,831

Term Loan, 6.250%,
maturing February 09, 2014

2,183,515

22,568,683

Beverage, Food & Tobacco: 3.9%

ARAMARK Corporation

Ba3

1,922,615

Term Loan, 2.158%,
maturing January 26, 2014

1,730,354

1,089,534

Term Loan, 2.145%,
maturing January 27, 2014

986,634

10,800,883

Term Loan, 2.155%,
maturing January 27, 2014

9,780,805

See Accompanying Notes to Financial Statements
23

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

Pierre Foods

BB-

831,250

Term Loan, 8.500%,
maturing September 30, 2014

839,562

Pinnacle Foods Holding Corporation

7,566,648

Term Loan, 2.994%, maturing April 02, 2014

6,912,133

Sturm Foods, Inc.

B-

2,901,428

Term Loan, 2.813%,
maturing January 31, 2014

2,685,634

United Biscuits

GBP

2,976,692

Term Loan, 3.389%,
maturing December 15, 2014

4,618,587

Van Houtte, Inc.

Ba3

BB-

176,918

Term Loan, 2.783%, maturing July 19, 2014

168,846

1,297,397

Term Loan, 2.783%, maturing July 19, 2014

1,238,203

Wm. Wrigley Jr. Company

Baa3

BBB

1,443,750

Term Loan, 6.500%,
maturing September 30, 2014

1,451,868

30,412,626

Buildings & Real Estate: 2.2%

Capital Automotive, L.P.

Ba3

4,080,063

Term Loan, 2.750%,
maturing December 14, 2012

3,604,055

Contech Construction Products, Inc.

1,601,485

Term Loan, 2.240%,
maturing January 31, 2013

1,441,337

Custom Building Products, Inc.

Ba2

BB-

2,332,396

Term Loan, 8.000%,
maturing October 29, 2011

2,271,171

Goodman Global, Inc.

Ba3

2,000,000

)

Term Loan, maturing February 13, 2014

2,006,250

John Maneely Company

4,007,971

Term Loan, 3.508%,
maturing December 09, 2013

3,692,343

KCPC Acquisition, Inc.

Ba2

B-

522,257

Term Loan, 2.563%, maturing May 22, 2014

399,527

189,655

Term Loan, 2.563%, maturing May 22, 2014

145,086

Tishman Speyer

2,500,000

)

Term Loan, 0.000%,
maturing December 27, 2012

1,593,750

2,552,632

)

Term Loan, 12.750%,
maturing December 05, 2009

2,559,013

17,712,532

Cargo Transport: 1.4%

Baker Tanks, Inc.

1,950,000

Term Loan, 2.507%, maturing May 08, 2014

1,690,001

Dockwise Transport, N.V.

1,028,331

Term Loan, 2.283%,
maturing January 11, 2015

986,769

821,861

Term Loan, 2.283%,
maturing January 11, 2015

788,644

See Accompanying Notes to Financial Statements
24

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Cargo Transport: (continued)*
$	861,954			Term Loan, 3.158%, maturing January 11, 2016			$	827,117
	821,861			Term Loan, 3.158%, maturing January 11, 2016				788,644
	500,000			Term Loan, 4.783%, maturing July 11, 2016				443,750
	560,000			Term Loan, 4.783%, maturing July 11, 2016				497,000
		(2	)	Gainey Corporation	NR	NR
	752,921	(3	)	Term Loan, 11.250%, maturing April 20, 2012				197,642
				Inmar, Inc.	B1	B
	786,099			Term Loan, 2.490%, maturing April 30, 2013				715,350
				TNT Logistics	B1	B-
	1,872,140			Term Loan, 3.244%, maturing November 04, 2013				1,586,639
	723,070			Term Loan, 3.283%, maturing November 04, 2013				609,187
	1,000,000			Term Loan, 3.243%, maturing January 04, 2014				847,500
				US Shipping Partners, L.P.	NR	NR
	1,190,583			Term Loan, 9.200%, maturing November 12, 2013				904,843
								10,883,086
*Cellular: 0.1%*
				NTELOS, Inc.	Ba3	BB
	1,000,000			Term Loan, 5.750%, maturing August 07, 2015				1,002,500
								1,002,500
*Chemicals, Plastics & Rubber: 8.3%*
				AZ Chem US, Inc.	B1	BB-
EUR	703,473			Term Loan, 2.818%, maturing February 26, 2013				1,001,880
				Borsodchem Nyrt.	NR	NR
EUR	822,816	(3	)	Term Loan, 3.042%, maturing September 19, 2014				905,098
EUR	824,838	(3	)	Term Loan, 3.545%, maturing September 19, 2015				907,323
				Brenntag Holding GmbH & Co. KG	B1	BB-
$	3,542,098			Term Loan, 1.987%, maturing January 20, 2014				3,347,283
	1,151,397			Term Loan, 2.042%, maturing January 20, 2014				1,111,098
				Celanese	Ba2	BB+
	3,200,000			Term Loan, 1.994%, maturing April 02, 2014				2,988,000
				Cristal Inorganic Chemicals, Inc.	B1	B
	2,588,270			Term Loan, 2.533%, maturing May 15, 2014				2,312,187
				GenTek Holding, LLC	B1	B+
	333,333			Term Loan, 7.000%, maturing October 28, 2014				335,764

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
				Hexion Specialty Chemicals, Inc.	B1	CCC+
$	1,152,000			Term Loan, 2.452%, maturing May 05, 2013			$	839,520
	6,089,448			Term Loan, 2.563%, maturing May 06, 2013				5,072,510
	1,321,455			Term Loan, 2.563%, maturing May 06, 2013				1,100,772
	2,425,000			Term Loan, 2.563%, maturing May 06, 2013				2,020,025
	977,500			Term Loan, 2.563%, maturing May 06, 2013				772,225
				Huntsman International, LLC	Ba2	B+
	4,550,000	(5	)	Term Loan, 2.484%, maturing June 30, 2016				4,146,187
				Ineos US Finance, LLC	Caa1	B-
	1,537,761			Term Loan, 7.001%, maturing December 17, 2012				1,371,171
	2,714,710			Term Loan, 7.501%, maturing December 16, 2013				2,344,831
EUR	48,022	(5	)	Term Loan, maturing December 16, 2013				62,184
EUR	451,978	(5	)	Term Loan, maturing December 16, 2013				585,261
$	2,713,966			Term Loan, 10.001%, maturing December 16, 2014				2,344,188
EUR	344,235	(5	)	Term Loan, maturing December 16, 2014				445,747
EUR	155,765	(5	)	Term Loan, maturing December 16, 2014				201,698
				ISP Chemco, Inc.	Ba3	BB-
$	3,421,250			Term Loan, 2.000%, maturing June 04, 2014				3,212,311
				JohnsonDiversey, Inc.	Ba2	BB-
	2,000,000	(5	)	Term Loan, maturing November 24, 2015				2,000,000
				Kraton Polymers, LLC	B1	B
	1,979,487			Term Loan, 2.313%, maturing May 13, 2013				1,883,482
		(2	)	Lyondell Chemical Company	Ba1	NR
	2,189,639			Debtor In Possession Term Loan, 9.168%, maturing February 03, 2010				2,275,583
		(2	)	Lyondell Chemical Company	Ba3	NR
	5,277,128			Debtor In Possession Term Loan, 5.795%, maturing February 03, 2010				5,151,797
		(2	)	Lyondell Chemical Company	NR	NR
	432,808			Term Loan, 3.736%, maturing December 20, 2013				317,167
	189,162			Revolver, 3.736%, maturing December 22, 2014				138,620
	709,357			Revolver, 3.736%, maturing December 22, 2014				517,831
	1,351,526			Term Loan, 3.736%, maturing December 22, 2014				986,614
	543,066			Term Loan, 3.986%, maturing December 22, 2014				397,966
	543,066			Term Loan, 3.986%, maturing December 22, 2014				397,966
	543,066			Term Loan, 3.986%, maturing December 22, 2014				397,966
	2,356,515			Term Loan, 7.000%, maturing December 22, 2014				1,720,256

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
$	2,356,515			Term Loan, 7.000%, maturing December 22, 2014			$	1,720,256
	2,356,515			Term Loan, 7.000%, maturing December 22, 2014				1,720,256
				MacDermid, Inc.	B2	B+
EUR	1,720,043			Term Loan, 2.638%, maturing April 11, 2014				2,088,667
$	1,480,186			Term Loan, 2.236%, maturing April 12, 2014				1,290,229
		(2	)	Northeast Biofuels, LLC	NR	NR
	115,095	(3	)	Term Loan, 10.750%, maturing June 28, 2013				17,264
				Polypore, Inc.	Ba2	BB-
	3,258,333			Term Loan, 2.490%, maturing July 03, 2014				3,005,812
				Rockwood Specialties Group, Inc.	Ba2	BB-
	1,800,516			Term Loan, 6.000%, maturing May 15, 2014				1,811,319
								65,266,314
*Containers, Packaging & Glass: 3.8%*
				Berry Plastics Corporation	B1	B
	4,821,734			Term Loan, 2.300%, maturing April 03, 2015				4,085,079
				Graham Packaging Company	B1	B+
	888,320			Term Loan, 2.500%, maturing October 07, 2011				861,830
	8,890,132			Term Loan, 6.750%, maturing April 05, 2014				8,896,799
				Graphic Packaging International, Inc.	Ba3	BB-
	3,790,864			Term Loan, 2.417%, maturing May 16, 2014				3,555,289
				Klockner Pentaplast	NR	NR
	2,917,598			Term Loan, 3.523%, maturing January 03, 2016				2,242,174
				Owens-Illinois	Baa3	BBB-
EUR	654,375			Term Loan, 1.930%, maturing June 14, 2013				945,444
				Pro Mach, Inc.	B1	B
$	2,322,790			Term Loan, 2.490%, maturing December 14, 2011				2,090,511
				Reynolds Consumer Products Holdings, Inc.	B1	BB-
	1,500,000	(5	)	Term Loan, maturing November 06, 2015				1,501,407
		(2	)	Smurfit-Stone Container Corporation	NR	D
	286,513	(5	)	Revolver, 3.057%, maturing November 01, 2009				280,783
	863,924	(5	)	Revolver, 2.841%, maturing November 02, 2009				846,646
	174,149	(5	)	Term Loan, 4.500%, maturing November 01, 2010				170,231
	371,921	(5	)	Term Loan, 2.273%, maturing November 01, 2011				364,018
	197,323	(5	)	Term Loan, 2.500%, maturing November 01, 2011				192,883
	112,448	(5	)	Term Loan, 2.500%, maturing November 01, 2011				109,567
				Tegrant Holding Company	Caa3	CC
	500,000			Term Loan, 5.790%, maturing March 08, 2015				192,500

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: (continued)

Xerium Technologies, Inc.

Caa3

4,094,398

Term Loan, 5.783%, maturing May 18, 2012

3,394,940

29,730,101

Data and Internet Services: 7.9%

Activant Solutions, Inc.

87,488

Term Loan, 2.812%, maturing May 01, 2013

80,653

2,666,253

Term Loan, 2.240%, maturing May 02, 2013

2,457,952

Amadeus IT Group, S.A.

EUR

1,268,581

Term Loan, 2.424%, maturing July 01, 2013

1,775,798

EUR

1,268,581

Term Loan, 2.924%, maturing July 01, 2014

1,775,798

Audatex

Ba3

BB-

1,071,461

Term Loan, 2.063%, maturing May 16, 2014

1,025,254

Carlson Wagonlit Holdings, B.V.

CCC+

2,637,337

Term Loan, 4.031%,
maturing August 03, 2012

2,261,516

First Data Corporation

B+

3,616,672

Term Loan, 2.990%,
maturing September 24, 2014

3,022,431

5,020,154

Term Loan, 3.035%,
maturing September 24, 2014

4,188,344

8,159,692

Term Loan, 3.035%,
maturing September 24, 2014

6,796,909

L-1 Identity Solutions Operating Company

Ba3

BB+

480,047

Term Loan, 7.250%,
maturing August 05, 2013

482,047

Language Line, Inc.

Ba3

B+

1,785,714

Term Loan, 5.750%,
maturing November 04, 2015

1,757,812

Mitchell International, Inc.

Caa1

CCC+

250,000

Term Loan, 5.563%, maturing March 30, 2015

205,000

Orbitz

B+

5,345,378

Term Loan, 3.256%, maturing July 25, 2014

4,803,202

Reynolds & Reynolds Company

Ba2

7,169,050

Term Loan, 2.234%,
maturing October 26, 2012

6,564,162

Sabre, Inc.

11,958,689

Term Loan, 2.491%,
maturing September 30, 2014

10,215,542

Sitel, LLC

2,261,385

Term Loan, 5.768%,
maturing January 30, 2014

1,973,058

Sungard Data Systems, Inc.

Ba3

249,732

Term Loan, 1.992%,
maturing February 28, 2014

229,636

1,482,519

Term Loan, 6.750%,
maturing February 28, 2014

1,499,568

6,756,996

Term Loan, 3.899%,
maturing February 26, 2016

6,382,948

Transaction Network Services, Inc.

Ba3

2,500,000

Term Loan, 6.000%,
maturing November 17, 2015

2,501,172

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Travelport, Inc.

Ba3

977,500

Term Loan, 2.781%,
maturing August 23, 2013

874,374

1,445,156

Term Loan, 2.781%,
maturing August 23, 2013

1,286,189

289,971

Term Loan, 2.783%,
maturing August 23, 2013

258,075

62,417,440

Diversified / Conglomerate Manufacturing: 3.7%

BOC Edwards

3,176,875

Term Loan, 2.256%, maturing May 31, 2014

2,680,488

Brand Services, Inc.

2,800,456

Term Loan, 2.313%,
maturing February 07, 2014

2,520,410

1,225,000

Term Loan, 3.563%,
maturing February 07, 2014

1,123,325

Brand Services, Inc.

Caa1

CCC+

1,600,000

Term Loan, 6.313%,
maturing February 06, 2015

1,291,000

Dresser, Inc.

B+

5,852,885

Term Loan, 2.521%, maturing May 04, 2014

5,401,376

EPD, Inc.

429,844

Term Loan, 2.490%, maturing July 31, 2014

342,908

3,001,250

Term Loan, 2.490%, maturing July 31, 2014

2,394,247

Ferretti, S.P.A.

EUR

385,205

Term Loan, 3.794%,
maturing January 31, 2015

212,705

EUR

385,868

Term Loan, 4.294%,
maturing January 31, 2016

213,071

EUR

62,025

Term Loan, 6.794%,
maturing January 31, 2017

11,623

Manitowoc Company, Inc.

3,984,950

Term Loan, 7.500%,
maturing November 06, 2014

3,838,005

Mueller Group, Inc.

BB-

832,027

Term Loan, 5.281%, maturing May 23, 2014

817,986

Rexnord Corporation / RBS Global, Inc.

BB-

953,774

Term Loan, 2.500%, maturing July 19, 2013

901,714

1,000,000

Term Loan, 2.786%, maturing July 19, 2013

945,417

Sensata Technologies

5,060,923

Term Loan, 2.031%,
maturing April 26, 2013

4,504,221

Sensus Metering Systems, Inc.

Ba2

B+

1,382,609

Term Loan, 2.284%,
maturing December 17, 2010

1,369,647

Textron Fastening Systems

Caa1

CCC+

490,106

Term Loan, 14.000%,
maturing August 11, 2013

336,948

28,905,091

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: 4.1%

Affinion Group

Ba2

3,899,193

Term Loan, 2.256%,
maturing October 17, 2012

3,707,482

AlixPartners, LLP

Ba3

2,578,769

Term Loan, 2.292%,
maturing October 12, 2013

2,485,289

Brickman Group

Ba3

BB-

1,935,941

Term Loan, 2.283%,
maturing January 23, 2014

1,800,425

Brock Holdings, Inc.

Caa1

2,769,793

Term Loan, 2.604%,
maturing February 26, 2014

2,222,759

Catalina Marketing Corporation

Ba3

BB-

3,355,225

Term Loan, 2.987%,
maturing October 01, 2014

3,131,543

Coach America Holdings, Inc.

2,094,630

Term Loan, 3.040%, maturing April 18, 2014

1,885,167

442,989

Term Loan, 3.040%, maturing April 20, 2014

398,690

Intergraph Corporation

Ba3

BB-

2,384,107

Term Loan, 2.256%, maturing May 29, 2014

2,238,081

ISS Global A/S

EUR

245,614

Term Loan, 2.771%,
maturing December 31, 2013

341,684

EUR

1,754,386

Term Loan, 2.771%,
maturing December 31, 2013

2,440,602

ISTA International GmbH

EUR

1,622,153

)

Term Loan, maturing May 14, 2015

2,210,281

EUR

377,847

)

Term Loan, maturing May 14, 2015

514,840

Valleycrest Companies, LLC

1,801,197

Term Loan, 2.290%,
maturing March 12, 2014

1,657,101

Vertafore, Inc.

1,032,704

Term Loan, 5.500%, maturing July 31, 2014

988,814

West Corporation

BB-

4,167,339

Term Loan, 2.612%,
maturing October 24, 2013

3,745,379

3,148,379

Term Loan, 4.112%, maturing July 15, 2016

2,921,696

32,689,833

Diversified Natural Resources, Precious Metals & Minerals: 1.3%

Georgia Pacific, LLC

Ba2

BBB

6,986,927

Term Loan, 2.295%,
maturing December 20, 2012

6,658,087

3,847,966

Term Loan, 3.534%,
maturing December 20, 2014

3,780,627

10,438,714

Ecological: 0.1%

Synagro Technologies, Inc.

CCC+

879,750

Term Loan, 2.240%, maturing April 02, 2014

716,996

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Ecological: (continued)

Synagro Technologies, Inc.

Caa3

CCC-

485,000

Term Loan, 4.990%,
maturing October 02, 2014

321,717

1,038,713

Electronics: 2.2%

Aeroflex, Inc.

Ba3

BB-

990,063

Term Loan, 3.563%,
maturing August 15, 2014

901,371

Brocade Communications Systems, Inc.

Ba2

BB+

2,759,480

Term Loan, 6.250%,
maturing October 07, 2013

2,779,745

Decision One

1,781,821

Term Loan, 15.000%,
maturing November 29, 2013

1,781,821

Freescale Semiconductor, Inc.

B-

4,983,197

Term Loan, 1.994%,
maturing November 29, 2013

4,090,372

Infor Global Solutions

B+

488,750

Term Loan, 2.990%, maturing July 28, 2012

430,405

EUR

729,375

Term Loan, 3.426%, maturing July 28, 2012

943,094

612,363

Term Loan, 3.990%, maturing July 28, 2012

540,411

1,173,697

Term Loan, 3.990%, maturing July 28, 2012

1,035,787

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Term Loan, 6.686%, maturing March 02, 2014

498,467

Kronos, Inc.

Ba3

B+

3,131,522

Term Loan, 2.283%, maturing June 11, 2014

2,923,275

ON Semiconductor

Baa3

BB+

1,950,000

Term Loan, 1.984%,
maturing September 03, 2013

1,833,000

17,757,748

Finance: 1.4%

LPL Holdings, Inc.

Ba3

B+

7,318,609

Term Loan, 2.008%, maturing June 28, 2013

6,826,894

Nuveen Investments, Inc.

4,893,540

Term Loan, 3.281%,
maturing November 13, 2014

4,114,396

10,941,290

Foreign Cable, Foreign TV, Radio and Equipment: 3.9%

Casema Bidco / Serpering Investments B.V.

EUR

227,032

)

Term Loan, maturing September 15, 2014

332,874

EUR

112,665

)

Term Loan, maturing September 15, 2014

165,189

EUR

160,304

)

Term Loan, maturing September 15, 2014

235,037

EUR

500,000

)

Term Loan, maturing September 14, 2015

733,100

Numericable / YPSO France SAS

EUR

255,290

Term Loan, 2.676%, maturing June 16, 2014

306,387

EUR

416,527

Term Loan, 2.676%, maturing June 16, 2014

499,896

EUR

661,516

Term Loan, 2.676%, maturing June 16, 2014

793,921

EUR

231,625

Term Loan, 3.176%,
maturing December 31, 2015

276,428

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 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)*
EUR	435,042			Term Loan, 3.176%, maturing December 31, 2015			$	519,191
				ProSiebenSat.1 Media AG	NR	NR
SEK	2,269,914			Term Loan, 2.108%, maturing July 02, 2014				269,121
EUR	1,190,021			Term Loan, 2.464%, maturing July 02, 2014				1,479,462
EUR	64,583			Term Loan, 2.464%, maturing July 02, 2014				80,292
EUR	36,050			Term Loan, 2.589%, maturing July 03, 2015				45,894
EUR	801,232			Term Loan, 2.589%, maturing July 03, 2015				1,020,036
				TDF, S.A.	NR	NR
EUR	1,500,000			Term Loan, 2.438%, maturing January 30, 2015				1,948,519
EUR	1,500,000			Term Loan, 3.403%, maturing January 29, 2016				1,948,519
				UPC Financing Partnership	Ba3	B+
$	1,944,864			Term Loan, 1.994%, maturing December 31, 2014				1,802,645
	1,055,136			Term Loan, 3.744%, maturing December 30, 2016				1,007,919
EUR	4,268,168			Term Loan, 4.178%, maturing December 31, 2016				5,890,730
EUR	3,078,704			Term Loan, 4.428%, maturing December 31, 2017				4,286,587
				Virgin Media Investment Holdings, Ltd.	Ba2	BB
GBP	1,117,088			Term Loan, 2.898%, maturing September 03, 2012				1,802,432
GBP	1,477,316	(5	)	Term Loan, 2.898%, maturing September 03, 2012				2,383,664
GBP	704,815	(5	)	Term Loan, 2.932%, maturing September 03, 2012				1,137,226
GBP	358,273	(5	)	Term Loan, 3.809%, maturing September 03, 2012				578,077
GBP	500,000			Term Loan, 4.173%, maturing September 03, 2012				802,063
GBP	500,000			Term Loan, 4.431%, maturing September 03, 2012				802,063
								31,147,272
*Gaming: 4.6%*
				Cannery Casino Resorts, LLC	B3	B+
$	608,660			Term Loan, 2.487%, maturing May 18, 2013				522,306
	503,229			Term Loan, 2.492%, maturing May 20, 2013				431,833
				CCM Merger, Inc.	B3	BB-
	2,992,388			Term Loan, 8.500%, maturing July 13, 2012				2,858,667
		(2	)	Fontainebleau Las Vegas, LLC	NR	NR
	633,333	(3	)	Term Loan, 6.000%, maturing June 06, 2014				201,611
	1,266,667	(3	)	Term Loan, 6.000%, maturing June 06, 2014				403,222
				Golden Nugget, Inc.	Caa3	CC
	1,829,542			Term Loan, 2.260%, maturing June 30, 2014				1,257,810
	1,041,522			Term Loan, 2.262%, maturing June 30, 2014				716,047

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Gaming: (continued)*
				Green Valley Ranch Gaming, LLC	Caa3	CCC+
$	1,407,955			Term Loan, 2.283%, maturing February 16, 2014			$	1,033,087
				Green Valley Ranch Gaming, LLC	Ca	CC
	750,000			Term Loan, 3.549%, maturing August 16, 2014				185,625
				Harrahs Operating Company, Inc.	Caa1	B-
	2,267,724	(5	)	Term Loan, 3.282%, maturing January 28, 2015				1,768,825
	4,216,252			Term Loan, 3.282%, maturing January 28, 2015				3,284,161
	2,415,817			Term Loan, 3.282%, maturing January 28, 2015				1,882,661
	1,555,556			Term Loan, 9.500%, maturing October 31, 2016				1,511,611
				Isle of Capri Casinos, Inc.	B1	B+
	848,917			Term Loan, 1.984%, maturing July 25, 2014				793,502
	1,201,826			Term Loan, 1.984%, maturing July 25, 2014				1,123,373
	3,004,564			Term Loan, 2.033%, maturing July 25, 2014				2,808,432
				Las Vegas Sands, LLC	B3	B-
	6,256,000			Term Loan, 2.040%, maturing May 23, 2014				5,223,760
	1,580,000			Term Loan, 2.040%, maturing May 23, 2014				1,319,300
				New World Gaming Partners, Ltd.	B3	CCC-
	704,792			Term Loan, 2.787%, maturing September 30, 2014				587,180
	3,479,688			Term Loan, 2.787%, maturing September 30, 2014				2,899,015
				Seminole Tribe of Florida	Baa3	BBB
	16,487			Term Loan, 1.783%, maturing March 05, 2014				15,491
				VML US Finance, LLC	B3	B-
	1,045,130			Term Loan, 5.790%, maturing May 25, 2012				992,873
	1,922,601			Term Loan, 5.790%, maturing May 27, 2013				1,826,471
	2,556,389			Term Loan, 5.790%, maturing May 27, 2013				2,428,570
								36,075,433
*Healthcare, Education and Childcare: 18.5%*
				Accellent, Inc.	B1	B+
	2,908,120			Term Loan, 2.506%, maturing November 22, 2012				2,690,011
				AGA Medical Corporation	B2	BB-
	1,632,209			Term Loan, 2.280%, maturing April 26, 2013				1,444,505
				Bausch & Lomb, Inc.	B1	BB-
	383,435			Term Loan, 3.519%, maturing April 24, 2015				360,428
	1,578,947			Term Loan, 3.533%, maturing April 24, 2015				1,484,211
				Biomet, Inc.	B1	BB-
	5,979,670			Term Loan, 3.282%, maturing March 25, 2015				5,679,538
				Bright Horizons Family Solutions, Inc.	Ba3	BB-
	464,706			Term Loan, 6.250%, maturing May 28, 2015				463,776

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
				Catalent Pharma Solutions	Ba3	BB-
$	6,429,778			Term Loan, 2.484%, maturing April 10, 2014			$	5,427,806
				CHG Medical Staffing, Inc.	Ba3	B+
	400,000			Term Loan, 0.158%, maturing January 08, 2013				376,000
	1,816,500			Term Loan, 2.755%, maturing January 08, 2013				1,707,510
				CHS/Community Health Systems, Inc.	Ba3	BB
	1,922,625			Term Loan, 2.506%, maturing July 25, 2014				1,762,005
	37,722,662			Term Loan, 2.506%, maturing July 25, 2014				34,571,235
				Concentra Operating Corporation	Ba3	B+
	1,955,000			Term Loan, 2.540%, maturing June 25, 2014				1,818,150
				CRC Health Corporation	Ba3	BB-
	921,342			Term Loan, 2.533%, maturing February 06, 2013				826,905
	964,147			Term Loan, 2.533%, maturing February 06, 2013				865,322
				Education Management Corporation	B1	BB-
	4,125,137			Term Loan, 2.063%, maturing June 03, 2013				3,804,795
				Emdeon Business Services, LLC	B1	BB
	2,278,932			Term Loan, 2.290%, maturing November 16, 2013				2,150,743
				EMSC, L.P.	Baa3	BBB-
	2,861,273			Term Loan, 2.244%, maturing February 10, 2012				2,753,975
				Gambro	NR	NR
	1,670,984	(5	)	Term Loan, 2.770%, maturing June 05, 2014				1,472,554
SEK	2,111,070			Term Loan, 2.998%, maturing June 05, 2014				265,972
SEK	2,146,343			Term Loan, 2.998%, maturing June 05, 2014				270,416
$	1,670,984	(5	)	Term Loan, 3.270%, maturing June 05, 2015				1,472,554
SEK	2,146,343			Term Loan, 3.498%, maturing June 05, 2015				270,416
SEK	2,111,070			Term Loan, 3.498%, maturing June 05, 2015				265,972
				Harlan Sprague Dawley, Inc.	B2	BB-
$	2,460,625			Term Loan, 2.789%, maturing July 14, 2014				2,265,313
				Harrington Holdings, Inc.	B1	BB-
	2,398,833			Term Loan, 2.484%, maturing December 28, 2013				2,197,931
				HCA, Inc.	Ba3	BB
	18,073,817			Term Loan, 2.533%, maturing November 18, 2013				16,827,862
				Health Management Associates, Inc.	B1	BB-
	3,619,451			Term Loan, 2.033%, maturing February 28, 2014				3,299,582
				Iasis Healthcare, LLC	Ba2	B+
	1,016,026			Term Loan, 2.234%, maturing March 14, 2014				942,364
	2,935,928			Term Loan, 2.234%, maturing March 14, 2014				2,723,073
	274,370			Term Loan, 2.235%, maturing March 14, 2014				254,478

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
				IM US Holdings, LLC	Ba2	BB
$	3,912,778			Term Loan, 2.258%, maturing June 26, 2014			$	3,609,537
				Life Technologies Corporation	Baa3	BBB-
	1,386,875			Term Loan, 5.250%, maturing November 20, 2015				1,388,019
				Molnlycke Health Care Group	NR	NR
EUR	200,000	(5	)	Term Loan, maturing March 30, 2015				280,154
GBP	250,000	(5	)	Term Loan, maturing March 31, 2015				378,872
EUR	200,000	(5	)	Term Loan, maturing March 30, 2016				280,154
GBP	250,000	(5	)	Term Loan, maturing March 31, 2016				378,872
				Multiplan, Inc.	B1	B+
$	1,091,373			Term Loan, 2.750%, maturing April 12, 2013				1,026,982
				National Mentor, Inc.	Ba3	B+
	126,588			Term Loan, 2.096%, maturing June 29, 2013				113,297
	3,070,775			Term Loan, 2.290%, maturing June 29, 2013				2,748,344
				Nycomed	NR	NR
EUR	86,211			Term Loan, 2.930%, maturing December 29, 2014				120,388
EUR	388,312			Term Loan, 2.930%, maturing December 29, 2014				542,248
EUR	54,917			Term Loan, 2.930%, maturing December 29, 2014				76,688
EUR	535,383			Term Loan, 2.930%, maturing December 29, 2014				747,621
EUR	1,397,300			Term Loan, 2.930%, maturing December 29, 2014				1,951,221
EUR	388,312			Term Loan, 3.680%, maturing December 29, 2015				542,248
EUR	535,383			Term Loan, 3.680%, maturing December 29, 2015				747,621
EUR	1,397,300			Term Loan, 3.680%, maturing December 29, 2015				1,951,221
EUR	86,211			Term Loan, 3.680%, maturing December 29, 2015				120,388
EUR	54,917			Term Loan, 3.680%, maturing December 29, 2015				76,688
				Orthofix International / Colgate Medical	B1	BB+
$	1,534,697			Term Loan, 6.750%, maturing September 22, 2013				1,521,268
				Quintiles Transnational Corporation	B1	BB
	2,915,758			Term Loan, 2.283%, maturing March 31, 2013				2,746,280
				Renal Advantage, Inc.	B1	B+
	3,209,811			Term Loan, 2.788%, maturing October 05, 2012				3,049,321
				Rural/Metro Operating Company, LLC	Ba2	BB-
	658,823			Term Loan, 3.739%, maturing March 04, 2011				657,176
	519,127			Term Loan, 3.760%, maturing March 04, 2011				517,829

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
				Sterigenics International, Inc.	B3	B+
$	1,837,348			Term Loan, 2.554%, maturing November 21, 2013			$	1,727,107
				Sun Healthcare Group, Inc.	Ba2	B+
	217,241			Term Loan, 2.283%, maturing April 21, 2014				205,565
	929,906			Term Loan, 2.398%, maturing April 21, 2014				879,924
				Surgical Care Affiliates, LLC	Ba3	B
	2,932,500			Term Loan, 2.301%, maturing December 29, 2014				2,677,739
				Team Health, Inc.	B1	BB-
	2,005,888			Term Loan, 2.271%, maturing November 23, 2012				1,870,490
				United Surgical Partners International, Inc.	Ba3	B
	1,635,484			Term Loan, 2.264%, maturing April 19, 2014				1,480,113
	308,956			Term Loan, 2.240%, maturing April 21, 2014				279,605
				Vanguard Health Holdings Company II, LLC	Ba3	B+
	3,359,262			Term Loan, 2.485%, maturing September 23, 2011				3,266,862
				VWR International, Inc.	B1	B+
EUR	2,493,750			Term Loan, 2.936%, maturing June 29, 2014				3,336,614
$	1,496,250			Term Loan, 2.734%, maturing June 30, 2014				1,330,727
				Warner Chilcott Company, LLC	B1	BB+
	1,168,907	(5	)	Term Loan, maturing October 30, 2014				1,167,260
	584,454	(5	)	Term Loan, maturing April 30, 2015				583,721
	1,285,798	(5	)	Term Loan, maturing April 30, 2015				1,284,187
								146,377,753
*Home & Office Furnishings: 1.1%*
				Global Garden Products Italy, S.P.A.	NR	NR
EUR	1,250,000	(3	)	Term Loan, 3.023%, maturing October 19, 2014				1,260,222
EUR	1,250,000	(3	)	Term Loan, 3.523%, maturing October 19, 2015				1,260,222
				Hilding Anders	NR	NR
SEK	17,864,613			Term Loan, 3.605%, maturing March 31, 2015				1,758,030
EUR	324,872			Term Loan, 3.759%, maturing April 25, 2015				362,839
				National Bedding Company	B1	BB-
$	2,155,303			Term Loan, 2.279%, maturing February 28, 2013				1,955,938
				Springs Window Fashions, LLC	B2	B+
	2,301,429			Term Loan, 3.063%, maturing December 31, 2012				2,059,779
								8,657,030
*Insurance: 2.3%*
				AmWINS Group, Inc.	B2	B-
	1,955,000			Term Loan, 2.773%, maturing June 08, 2013				1,610,431
				Applied Systems, Inc.	B1	B-
	1,200,004			Term Loan, 2.734%, maturing September 26, 2013				1,140,754
				Conseco, Inc.	Caa1	CCC
	4,848,880			Term Loan, 6.500%, maturing October 10, 2013				4,460,969

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Insurance: (continued)

Crawford & Company

BB-

1,815,742

Term Loan, 3.790%,
maturing October 30, 2013

1,756,731

Crump Group

1,913,237

Term Loan, 3.240%,
maturing August 01, 2014

1,712,347

Hub International, Ltd.

1,000,000

Term Loan, 6.750%, maturing June 12, 2014

988,750

449,846

Term Loan, 2.734%, maturing June 13, 2014

393,240

2,001,330

Term Loan, 2.734%, maturing June 13, 2014

1,749,496

Swett & Crawford

B-

2,503,184

Term Loan, 2.531%, maturing April 03, 2014

2,127,707

USI Holdings Corporation

B-

600,000

Term Loan, 5.300%, maturing April 15, 2014

582,375

2,254,437

Term Loan, 3.040%, maturing May 05, 2014

1,951,966

18,474,766

Leisure, Amusement, Entertainment: 4.6%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

3,136,250

Term Loan, 2.766%, maturing June 08, 2012

2,937,622

Alpha D2, Ltd.

1,221,225

Term Loan, 2.359%,
maturing December 31, 2013

1,079,563

824,903

Term Loan, 2.359%,
maturing December 31, 2013

729,214

AMF Bowling Worldwide, Inc.

2,904,279

Term Loan, 2.741%, maturing June 08, 2013

2,483,158

Cedar Fair, L.P.

Ba3

BB-

5,167,204

Term Loan, 4.234%,
maturing August 30, 2014

4,929,513

HIT Entertainment, Inc.

B-

1,940,892

Term Loan, 2.528%,
maturing March 20, 2012

1,674,020

Kerasotes Showplace Theater, LLC

B-

150,000

Revolver, 1.719%, maturing October 31, 2010

146,250

279,820

Term Loan, 4.813%,
maturing October 28, 2011

265,829

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

22,802,234

)

Term Loan, 0.000%, maturing April 08, 2012

14,460,425

5,695,536

)

Term Loan, 0.000%, maturing April 08, 2012

3,611,921

NEP II, Inc.

4,384,993

Term Loan, 2.533%,
maturing February 16, 2014

4,045,156

36,362,671

Lodging: 1.5%

Audio Visual Services Corporation

980,000

Term Loan, 2.540%,
maturing February 28, 2014

690,900

Hotel Del Coronado

B+

16,400,000

Term Loan, 1.989%,
maturing January 15, 2011

11,152,000

11,842,900

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Machinery: 0.5%

Kion Group

EUR

1,238,909

Term Loan, 4.188%,
maturing December 23, 2014

1,265,756

500,000

)

Term Loan, maturing December 23, 2014

340,750

EUR

1,145,833

Term Loan, 4.438%,
maturing December 23, 2015

1,170,664

500,000

)

Term Loan, maturing December 23, 2015

340,750

NACCO Materials Handling Group, Inc.

1,000,000

Term Loan, 2.352%,
maturing March 22, 2013

800,000

3,917,920

Mining, Steel, Iron & Nonprecious Metals: 1.2%

Continental Alloys & Services, Inc.

Caa2

CCC

464,442

Term Loan, 4.743%, maturing June 14, 2012

399,420

Noranda Aluminum Acquisition Corporation

2,645,663

Term Loan, 2.236%, maturing May 18, 2014

2,142,987

Novelis

Ba3

BB-

1,221,875

Term Loan, 2.240%, maturing July 06, 2014

1,093,197

2,688,203

Term Loan, 2.263%, maturing July 06, 2014

2,405,103

Oxbow Carbon and Minerals Holdings, LLC

BB-

3,516,016

Term Loan, 2.262%, maturing May 08, 2014

3,309,450

341,181

Term Loan, 2.283%, maturing May 08, 2014

321,137

9,671,294

North American Cable: 11.5%

Atlantic Broadband

BB-

69,392

Term Loan, 2.540%,
maturing September 01, 2011

68,033

1,865,987

Term Loan, 6.750%, maturing June 01, 2013

1,856,657

Block Communications, Inc.

Ba1

962,500

Term Loan, 2.283%,
maturing December 22, 2011

899,937

Bresnan Communications, LLC

BB-

1,243,750

Term Loan, 2.285%,
maturing September 29, 2013

1,164,980

2,736,250

Term Loan, 2.286%,
maturing March 29, 2014

2,562,955

Cequel Communications, LLC

Ba3

BB-

27,948,418

Term Loan, 2.261%,
maturing November 05, 2013

25,910,503

Cequel Communications, LLC

B-

1,525,000

Term Loan, 4.757%, maturing May 05, 2014

1,462,094

)

Charter Communications Operating, LLC

Ba2

10,955,635

Term Loan, 4.260%,
maturing March 06, 2014

10,165,920

CSC Holdings, Inc.

Baa3

BBB-

19,879,057

Term Loan, 2.049%,
maturing March 29, 2013

18,771,912

Insight Midwest Holdings, LLC

B+

9,002,500

Term Loan, 2.290%, maturing April 07, 2014

8,454,311

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

North American Cable: (continued)

Knology, Inc.

1,926,370

Term Loan, 3.783%, maturing June 30, 2014

1,849,315

Mediacom Broadband, LLC

Ba3

BB-

8,170,960

Term Loan, 1.980%,
maturing January 31, 2015

7,410,040

Mediacom LLC Group

Ba3

BB-

3,600,000

Term Loan, 5.500%,
maturing March 31, 2017

3,602,250

San Juan Cable, LLC

BB-

1,686,244

Term Loan, 2.040%,
maturing October 31, 2012

1,582,962

Wideopenwest Finance, LLC

B-

5,804,167

Term Loan, 2.768%, maturing June 18, 2014

5,332,578

91,094,447

Oil & Gas: 2.0%

Alon USA

215,000

Term Loan, 2.484%, maturing June 22, 2013

181,675

1,720,000

Term Loan, 2.490%, maturing June 22, 2013

1,453,400

CGGVeritas Services, Inc.

Ba1

BB+

1,619,095

Term Loan, 3.708%,
maturing January 12, 2014

1,591,773

CR Gas Storage

Ba3

95,468

Term Loan, 1.987%, maturing May 12, 2013

89,501

141,675

Term Loan, 1.989%, maturing May 12, 2013

132,820

1,323,831

Term Loan, 1.989%, maturing May 12, 2013

1,241,091

Hercules Offshore, LLC

2,189,845

Term Loan, 8.500%, maturing July 11, 2013

2,104,076

McJunkin Corporation

B+

2,630,282

Term Loan, 5.500%,
maturing January 31, 2014

2,518,495

MEG Energy

BB+

1,750,033

Term Loan, 2.290%, maturing April 03, 2013

1,607,843

1,716,678

Term Loan, 2.290%, maturing April 03, 2013

1,577,198

SG Resources Mississippi, LLC

2,468,750

Term Loan, 2.109%, maturing April 02, 2014

2,308,281

Targa Resources, Inc.

Ba3

BB-

354,824

Term Loan, 2.234%,
maturing October 31, 2012

346,017

173,305

Term Loan, 2.283%,
maturing October 31, 2012

169,004

Vulcan Energy Corporation

Ba2

750,000

Term Loan, 5.500%,
maturing September 29, 2015

755,625

16,076,799

Other Broadcasting and Entertainment: 1.1%

Deluxe Entertainment Services Group, Inc.

Ba3

B-

119,147

Term Loan, 2.533%, maturing May 11, 2013

110,434

68,605

Term Loan, 2.633%, maturing May 11, 2013

63,589

1,156,912

Term Loan, 5.490%, maturing May 11, 2013

1,072,312

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Other Broadcasting and Entertainment: (continued)

VNU

Ba3

B+

2,435,058

Term Loan, 2.242%,
maturing August 09, 2013

2,201,120

5,986,473

Term Loan, 3.992%, maturing May 02, 2016

5,500,072

8,947,527

Other Telecommunications: 2.4%

Asurion Corporation

5,250,000

Term Loan, 3.246%, maturing July 03, 2014

4,951,175

BCM Ireland Holdings, Ltd.

Ba3

BB-

EUR

1,679,980

Term Loan, 2.313%,
maturing September 30, 2014

2,318,027

EUR

1,680,261

Term Loan, 2.563%,
maturing September 30, 2015

2,318,415

Consolidated Communications

B+

1,000,000

Term Loan, 2.740%,
maturing December 31, 2014

925,000

Gabriel Communications

B-

333,333

Term Loan, 3.500%, maturing May 31, 2014

330,833

)

Hawaiian Telcom Communications, Inc.

2,862,555

Term Loan, 4.750%, maturing June 01, 2014

2,071,775

Kentucky Data Link, Inc.

B-

2,687,396

Term Loan, 2.484%,
maturing February 26, 2014

2,492,560

One Communications

B-

1,536,345

Term Loan, 4.585%, maturing June 30, 2012

1,367,347

PAETEC Holding Corporation

179,770

Term Loan, 2.734%,
maturing February 28, 2013

169,995

U.S. Telepacific Corporation

CCC

2,022,464

)

Term Loan, 4.303%,
maturing August 04, 2011

1,789,881

18,735,008

Personal & Nondurable Consumer Products: 2.5%

Advantage Sales and Marketing

2,799,659

Term Loan, 2.290%,
maturing March 29, 2013

2,610,682

Bushnell Performance Optics

Ba3

B-

1,690,355

Term Loan, 4.533%,
maturing August 24, 2013

1,470,609

Fender Musical Instruments Corporation

B+

2,280,833

Term Loan, 2.540%, maturing June 09, 2014

1,950,112

1,152,083

Term Loan, 2.540%, maturing June 09, 2014

985,031

Gibson Guitar Corporation

B+

418,242

Term Loan, 2.783%,
maturing December 29, 2013

373,281

Huish Detergents, Inc.

Ba2

1,649,377

Term Loan, 1.990%, maturing April 26, 2014

1,574,467

Information Resources, Inc.

B-

340,173

Term Loan, 2.008%, maturing May 16, 2014

311,258

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Jarden Corporation

Ba2

2,082,198

Term Loan, 2.033%,
maturing January 24, 2012

1,994,138

248,851

Term Loan, 2.033%,
maturing January 24, 2012

239,104

2,653,982

Term Loan, 3.533%,
maturing January 26, 2015

2,617,490

KIK Custom Products, Inc.

CCC+

71,707

Term Loan, 2.540%, maturing June 02, 2014

57,724

1,918,293

)

Term Loan, 2.540%, maturing June 02, 2014

1,544,226

Mega Bloks, Inc.

Caa3

957,500

Term Loan, 9.750%, maturing July 26, 2012

493,112

Spectrum Brands, Inc.

B-

44,301

Term Loan, 8.000%, maturing June 29, 2012

43,055

871,281

Term Loan, 8.019%, maturing June 29, 2012

846,776

Yankee Candle Company, Inc.

Ba3

BB-

2,550,705

Term Loan, 2.240%,
maturing February 06, 2014

2,361,223

19,472,288

Personal, Food & Miscellaneous: 2.1%

Acosta, Inc.

3,897,359

Term Loan, 2.490%, maturing July 28, 2013

3,585,570

Arbys Restaurant Group, Inc.

Ba2

2,494,542

Term Loan, 7.250%, maturing July 25, 2012

2,502,856

Culligan International Company

B-

975,000

Term Loan, 2.490%,
maturing November 24, 2012

767,812

Dennys, Inc.

Ba2

555,000

Term Loan, 2.250%,
maturing March 31, 2012

525,863

533,261

Term Loan, 2.675%,
maturing March 31, 2012

505,265

N.E.W. Customer Services Companies, Inc.

B+

3,069,750

Term Loan, 2.740%, maturing May 22, 2014

2,856,786

OSI Restaurant Partners, Inc.

B+

505,264

Term Loan, 2.553%, maturing June 14, 2013

412,000

5,667,708

Term Loan, 2.563%, maturing June 14, 2014

4,621,545

Seminole Hard Rock Entertainment

750,000

Floating Rate Note,
maturing March 15, 2014

607,500

16,385,197

Printing & Publishing: 10.6%

American Achievement Corporation

B+

295,182

Term Loan, 6.255%,
maturing March 25, 2011

265,664

Ascend Media Holdings, LLC

889,527

)

Term Loan, 1.783%,
maturing January 31, 2012

—

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Printing & Publishing: (continued)*
				Black Press, Ltd.	B1	B-
$	850,141	(5	)	Term Loan, 2.256%, maturing August 02, 2013			$	556,842
	1,400,232	(5	)	Term Loan, 2.256%, maturing August 02, 2013				917,152
				Canwest Limited Partnership	Caa3	D
	1,236,875	(5	)	Term Loan, 0.000%, maturing July 13, 2014				991,046
				Caribe Information Investments, Inc.	B2	CCC+
	1,917,238			Term Loan, 2.524%, maturing March 31, 2013				1,313,308
				Cengage Learning, Inc.	B2	B+
	7,047,895			Term Loan, 2.730%, maturing July 03, 2014				6,039,165
				Cenveo Corporation	Ba3	BB-
	1,789,461			Term Loan, 4.792%, maturing June 21, 2013				1,729,066
	28,920			Term Loan, 4.792%, maturing June 21, 2013				27,944
		(2	)	Dex Media East, LLC	NR	D
	4,992,443	(5	)	Term Loan, 2.240%, maturing October 24, 2014				4,031,398
		(2	)	Dex Media West, LLC	NR	D
	4,943,643			Term Loan, 7.000%, maturing October 24, 2014				4,461,638
				Flint Group	NR	NR
	841,151			Term Loan, 2.889%, maturing December 31, 2014				771,056
	353,279			Term Loan, 2.889%, maturing December 31, 2014				323,839
	2,333,333			Term Loan, 2.889%, maturing May 29, 2015				2,138,890
EUR	666,667			Term Loan, 3.270%, maturing May 29, 2015				910,316
$	1,277,104			Term Loan, 2.889%, maturing December 31, 2015				1,170,679
				Hanley Wood, LLC	Caa1	B-
	2,681,572			Term Loan, 2.532%, maturing March 08, 2014				1,157,267
		(2	)	Idearc, Inc.	NR	D
	21,246,887	(3	)	Term Loan, 6.250%, maturing November 17, 2014				10,316,128
				Intermedia Outdoor, Inc.	NR	NR
	1,604,625			Term Loan, 3.283%, maturing January 31, 2013				1,283,700
				Mediannuaire Holding	NR	NR
EUR	1,561,344	(5	)	Term Loan, 3.028%, maturing October 10, 2014				1,676,192
EUR	1,561,189	(5	)	Term Loan, 3.528%, maturing October 09, 2015				1,676,026
				Merrill Communications, LLC	B1	CCC
$	2,761,595			Term Loan, 8.500%, maturing December 24, 2012				2,205,824
				Nelson Canada	Ba3	B
	3,920,000			Term Loan, 2.783%, maturing July 05, 2014				3,449,600

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Printing & Publishing: (continued)*
				PagesJaunes Groupe, S.A.	NR	NR
EUR	800,000			Term Loan, 1.933%, maturing November 22, 2013			$	1,065,203
				PBL Media	B1	B
AUD	24,331,191			Term Loan, 6.367%, maturing February 05, 2013				18,186,110
				Prism Business Media Holdings/ Penton Media, Inc.	Caa1	CCC
$	1,657,500			Term Loan, 2.539%, maturing February 01, 2013				1,106,381
		(2	)	R.H. Donnelley Corporation	NR	D
	5,220,260			Term Loan, 2.158%, maturing June 30, 2011				4,694,971
		(2	)	Readers Digest	Ba1	B-
	600,000			Debtor In Possession Term Loan, 13.500%, maturing May 26, 2010				625,000
		(2	)	Readers Digest	NR	D
	924,663	(3	)	Revolver, 4.535%, maturing March 02, 2013				443,838
	332,460	(3	)	Term Loan, 7.000%, maturing March 03, 2014				159,581
	3,723,751	(3	)	Term Loan, 4.241%, maturing March 03, 2014				1,787,400
				Source Media, Inc.	B2	B
	2,726,284			Term Loan, 5.290%, maturing November 08, 2011				2,290,079
				Thomas Nelson Publishers	B1	B
	1,837,776			Term Loan, 8.750%, maturing June 12, 2012				1,479,410
		(2	)	Tribune Company	NR	NR
	1,491,225	(3	)	Term Loan, 5.250%, maturing June 04, 2014				772,951
				Valassis Communications, Inc.	Ba2	BB-
	1,010,738	(5	)	Term Loan, maturing March 02, 2014				955,148
	989,262	(5	)	Term Loan, maturing March 02, 2014				934,852
				Yell Group, PLC	NR	NR
	2,000,000			Term Loan, 3.283%, maturing October 26, 2012				1,610,714
								83,524,378
*Radio and TV Broadcasting: 6.4%*
				Citadel Broadcasting Corporation	Caa3	CCC-
	7,600,000			Term Loan, 2.040%, maturing June 12, 2014				5,234,500
				CMP KC, LLC	NR	NR
	1,338,663			Term Loan, 3.519%, maturing May 03, 2011				167,333
				CMP Susquehanna Corporation	Caa3	CCC+
	6,578,557			Term Loan, 2.250%, maturing May 05, 2013				4,828,661
				Cumulus Media, Inc.	Caa1	B
	4,762,750			Term Loan, 4.237%, maturing June 11, 2014				3,923,315
				CW Media Holdings, Inc.	B3	B
	2,695,000			Term Loan, 3.533%, maturing February 16, 2015				2,499,612
				Emmis Communication	Caa2	NR
	1,148,060			Term Loan, 4.283%, maturing November 01, 2013				881,136

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: (continued)

FoxCo Acquisition, LLC

1,116,751

Term Loan, 7.250%, maturing July 14, 2015

1,035,786

)

ION Media Networks, Inc.

398,492

Debtor In Possession Term Loan, 10.167%,
maturing May 29, 2010

581,798

4,500,000

)

Term Loan, 6.381%,
maturing January 15, 2012

1,218,748

Local TV Finance, LLC

B-

2,834,750

Term Loan, 2.240%, maturing May 07, 2013

2,335,125

Nexstar Broadcasting Group

2,335,099

Term Loan, 5.000%,
maturing October 01, 2012

2,136,615

2,208,000

Term Loan, 5.004%,
maturing October 01, 2012

2,020,320

Regent Communications

Caa1

CCC

3,067,942

Term Loan, 6.000%,
maturing November 21, 2013

2,339,306

Sinclair Television Group, Inc.

Ba2

1,400,000

Term Loan, 6.500%,
maturing October 31, 2015

1,405,834

Spanish Broadcasting Systems

Caa3

CCC+

2,974,907

Term Loan, 2.040%, maturing June 11, 2012

2,469,173

Univision Communications, Inc.

B-

20,999,786

Term Loan, 2.533%, maturing
September 29, 2014

17,318,271

50,395,533

Retail Stores: 8.1%

Amscan Holdings, Inc.

1,462,500

Term Loan, 2.646%, maturing May 25, 2013

1,328,437

CBR Fashion Holding

EUR

500,000

Term Loan, 2.563%, maturing April 20, 2015

662,999

EUR

446,470

Term Loan, 2.813%, maturing April 19, 2016

592,018

Claires Stores, Inc.

Caa2

B-

4,478,781

Term Loan, 3.033%, maturing May 29, 2014

3,517,710

Dollar General Corporation

Ba3

BB-

8,478,750

Term Loan, 3.008%, maturing July 07, 2014

7,977,444

Dollarama Group, L.P.

Ba1

BB-

2,204,805

Term Loan, 2.031%,
maturing November 18, 2011

2,166,221

General Nutrition Centers, Inc.

2,478,297

Term Loan, 2.529%,
maturing September 16, 2013

2,289,327

Guitar Center, Inc.

B-

4,937,500

Term Loan, 3.740%,
maturing October 09, 2014

4,159,844

Harbor Freight Tools USA, Inc.

B+

3,693,941

Term Loan, 9.750%,
maturing February 12, 2013

3,703,175

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Michaels Stores, Inc.

1,948,758

Term Loan, 2.563%,
maturing October 31, 2013

1,686,488

2,622,588

Term Loan, 4.813%, maturing July 31, 2016

2,339,020

Neiman Marcus Group, Inc.

BB-

7,180,013

Term Loan, 2.291%, maturing April 06, 2013

6,144,892

Oriental Trading Company, Inc.

Caa1

CCC

1,348,323

Term Loan, 9.750%, maturing July 31, 2013

1,108,996

Petco Animal Supplies, Inc.

B+

4,984,062

Term Loan, 2.516%,
maturing October 25, 2013

4,703,709

Phones 4U Group, Ltd.

GBP

337,877

Term Loan, 3.098%,
maturing September 22, 2014

334,592

GBP

323,150

Term Loan, 3.598%,
maturing September 22, 2015

320,008

Pilot Travel Centers, LLC

Ba2

BBB-

1,350,000

)

Term Loan, maturing December 15, 2015

1,353,375

Rite Aid

B+

5,922,468

Term Loan, 1.993%, maturing June 04, 2014

5,105,659

1,393,481

Term Loan, 6.000%, maturing June 04, 2014

1,287,809

1,500,000

Term Loan, 9.500%, maturing June 10, 2015

1,551,874

500,000

Term Loan, 9.500%, maturing June 10, 2015

517,291

Sally Holding, LLC

2,335,454

Term Loan, 2.480%,
maturing November 16, 2013

2,210,288

Toys "R" Us, Inc.

BB-

4,368,159

Term Loan, 4.486%, maturing July 19, 2012

4,224,145

Vivarte

EUR

1,966,980

Term Loan, 2.431%,
maturing March 09, 2015

2,374,833

EUR

1,966,980

Term Loan, 2.931%,
maturing March 08, 2016

2,374,833

64,034,987

Satellite: 0.5%

Intelsat Corporation

BB-

1,373,419

Term Loan, 2.742%,
maturing January 03, 2014

1,280,069

1,373,419

Term Loan, 2.742%,
maturing January 03, 2014

1,280,069

1,373,839

Term Loan, 2.742%,
maturing January 03, 2014

1,280,460

3,840,598

Telecommunications Equipment: 1.4%

CommScope, Inc.

Ba2

780,872

Term Loan, 2.782%,
maturing December 26, 2014

745,733

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,383,255

Term Loan, 2.515%,
maturing March 10, 2014

6,250,606

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

			*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*		Borrower\Tranche Description	Moody's	S&P	Value
*Telecommunications Equipment: (continued)*
		Sorenson Communications, Inc.	Ba3	B
$	4,443,813	Term Loan, 2.740%, maturing August 16, 2013			$	4,167,928
						11,164,267
*Utilities: 7.2%*
		Boston Generating, LLC	Caa2	CCC+
	256,593	Revolver, 2.533%, maturing December 20, 2013				180,827
	6,945,736	Term Loan, 2.533%, maturing December 20, 2013				4,894,813
	1,916,404	Term Loan, 2.723%, maturing December 20, 2013				1,350,532
		Calpine Corporation	B2	B+
	8,424,959	Term Loan, 3.165%, maturing March 29, 2014				7,714,634
		Coleto Creek WLE, L.P.	B1	B+
	2,399,014	Term Loan, 3.019%, maturing June 28, 2013				2,195,097
	437,602	Term Loan, 3.033%, maturing June 28, 2013				400,406
		FirstLight Power Resources, Inc.	B1	B+
	906,823	Term Loan, 2.813%, maturing November 01, 2013				832,577
	2,635,312	Term Loan, 2.813%, maturing November 01, 2013				2,419,546
		FirstLight Power Resources, Inc.	B3	CCC+
	610,514	Term Loan, 4.813%, maturing May 01, 2014				518,937
		Infrastrux Group, Inc.	B2	B
	3,992,858	Term Loan, 8.000%, maturing November 05, 2012				3,773,251
		MACH Gen, LLC	Ba3	BB-
	444,571	Term Loan, 2.283%, maturing February 22, 2013				411,969
		NRG Energy, Inc.	Baa3	BB+
	2,771,805	Term Loan, 2.019%, maturing February 01, 2013				2,550,061
	7,557,512	Term Loan, 2.033%, maturing February 01, 2013				6,952,911
		Texas Competitive Electric Holdings Company, LLC	B1	B+
	6,420,836	Term Loan, 3.742%, maturing October 10, 2014				4,771,041
	5,000,000	Term Loan, 3.742%, maturing October 10, 2014				3,700,695
	5,880,000	Term Loan, 3.742%, maturing October 10, 2014				4,406,325
	2,953,521	Term Loan, 3.775%, maturing October 10, 2014				2,211,449
		TPF Generation Holdings, LLC	Ba3	BB
	2,092,896	Term Loan, 2.234%, maturing December 15, 2013				1,975,171
	1,431,519	Term Loan, 2.598%, maturing December 15, 2013				1,350,996

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Utilities: (continued)

TPF Generation Holdings, LLC

B+

1,500,000

Term Loan, 4.494%,
maturing December 15, 2014

1,277,500

Viridian Group, PLC

EUR

1,072,386

Term Loan, 4.933%,
maturing October 24, 2012

1,330,344

GBP

1,080,000

Term Loan, 5.018%,
maturing October 24, 2012

1,467,678

56,686,760

Total Senior Loans
(Cost $1,229,317,670)

1,102,856,560

Other Corporate Debt: 0.1%

Diversified / Conglomerate Manufacturing: 0.1%

Flextronics International, Ltd.

Ba1

BB+

679,687

Unsecured Term Loan, 2.518%,
maturing October 01, 2014

625,708

194,843

Unsecured Term Loan, 2.534%,
maturing October 01, 2014

179,369

805,077

Cargo Transport: 0.0%

US Shipping Partners, L.P.

297,646

Subordinated Loan, 2.500%,
maturing August 07, 2013

78,876

78,876

Total Other Corporate Debt
(Cost $1,231,361)

883,953

Equities and Other Assets: 0.0%

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)

—

), (@), (R)

Cedar Chemical (Liquidation Interest)

—

(@), (R)

Decision One Corporation (1,545,989 Common Shares)

—

), (@), (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)

—

), (@), (R)

Ferretti SPA (Warrants for 0.111% Participation Interest)

—

(2), (@), (R)

Grand Union Company (Residual Interest in
Bankruptcy Estate)

—

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Market
Value USD

), (@), (R)

IT Group, Inc. (Residual Interest in Bankruptcy Estate)

), (@), (R)

Kevco Inc. (Residual Interest in Bankruptcy Estate)

(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)

—

(@), (R)

Safelite Realty Corporation (57,804 Common Shares)

348,385

), (@), (R)

Transtar Metals (Residual Interest in Bankruptcy Estate)

—

), (@), (R)

US Shipping Partners, L.P. (19,404 Common Shares)

—

(2), (@), (R)

US Office Products Company (Residual Interest in
Bankruptcy Estate)

—

Total for Equities and Other Assets
(Cost $1,169,622)

348,435

Total Investments
(Cost $1,231,718,653)**

139.7

1,104,088,948

Other Assets and Liabilities - Net

(39.7

)

(313,878,354

)

Net Assets

100.0

790,210,594

* 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.

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

EUR Euro

GBP British Pound Stirling

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,232,849,968.

Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	7,005,507
Gross Unrealized Depreciation		(135,766,527	)
Net Unrealized Depreciation	$	(128,761,020	)

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Fair Value Measurements*

The following is a summary of the fair valuations according to the inputs used as of November 30, 2009 in valuing the Trust's assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Fair Value at 11/30/2009
Asset Table Investments, at value
Senior Loans	$	—	$	1,091,704,560		$	11,152,000	$	1,102,856,560
Other Corporate Debt		—		883,953			—		883,953
Equities and Other Assets		—		—			348,435		348,435
Total	$	—	$	1,092,588,513		$	11,500,435	$	1,104,088,948
Other Financial Instruments+
Forward foreign currency contracts		—		1,046,535			—		1,046,535
Total	$	—	$	1,046,535		$	—	$	1,046,535
Liabilities Table Other Financial Instruments+:
Forward foreign currency contracts	$	—	$	(352,732	)	$	—	$	(352,732	)
Total Liabilities	$	—	$	(352,732	)	$	—	$	(352,732	)

The following is a reconciliation of the fair valuations using significant unobervable inputs (Level 3) for the Trust's assets and liabilities during the period ended November 30, 2009:

	Beginning Balance at 02/28/09		Purchases		Issuances		Settlements		Sales			Accrued Discounts/ (Premiums)
Senior Loans	$	24,595,232	$	—	$	—	$	—	$	(1,800,063	)	$	1,066,488
Equities and Other Assets		462,482		—		—		—		—			—
Total	$	25,057,714	$	—	$	—	$	—	$	(1,800,063	)	$	1,066,488

	Total Realized Gain/(Loss)			Total Unrealized Appreciation/ (Depreciation)			Transfers Into Level 3		Transfers Out of Level 3		Ending Balance at 11/30/09
Senior Loans	$	(23,584,651	)	$	10,874,994		$	—	$	—	$	11,152,000
Equities and Other Assets		—			(114,047	)		—		—		348,435
Total	$	(23,584,651	)	$	10,760,947		$	—	$	—	$	11,500,435

As of November 30, 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 $2,837,953.

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

+ Other Financial Instruments are derivatives not reflected in the Portfolio of Investments and 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 measurement date which represents the amount due to/from the Trust. Swaps and written options are reported at their market value at measurement date.

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2009 (Unaudited) (continued)

Transfers into Level 3 represents either the beginning balance (for transfer in), or the ending value (for transfers out) of any security or derivative instrument where a change in the pricing level occurred fom the beginning to the end of the period.

At November 30, 2009 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Australian Dollar AUD 19,920,000	Sell	02/26/10		USD $18,377,395	$	18,056,321	$	321,074
British Pound Sterling GBP 6,714,500	Sell	12/31/09		11,215,163		11,024,994		190,169
British Pound Sterling GBP 5,122,500	Sell	01/29/10		8,364,069		8,409,281		(45,212	)
British Pound Sterling GBP 100,000	Sell	02/26/10		166,569		164,131		2,438
British Pound Sterling GBP 1,000,000	Sell	02/26/10		1,669,600		1,641,315		28,285
Euro EUR 8,495,000	Sell	12/31/09		12,464,883		12,734,227		(269,344	)
Euro EUR 538,000	Sell	12/31/09		804,983		806,476		(1,493	)
Euro EUR 30,000,000	Sell	12/31/09		45,391,800		44,970,787		421,013
Euro EUR 2,000,000	Sell	01/29/10		2,961,060		2,997,743		(36,683	)
Euro EUR 1,000,000	Sell	01/29/10		1,512,820		1,498,871		13,949
Euro EUR 2,507,000	Sell	02/26/10		3,791,888		3,757,099		34,789
Sweden Kronor SEK 14,124,000	Sell	12/30/09		2,030,652		2,019,466		11,186
Sweden Kronor SEK 1,000,000	Sell	12/30/09		146,180		142,981		3,199
Sweden Kronor SEK 6,418,000	Sell	02/26/10		938,322		917,889		20,433
			$	109,835,384	$	109,141,581	$	693,803

See Accompanying Notes to Financial Statements
50

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 November 30, 2009 was 4,298 which does not include approximately 40,038 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 26, 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.

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-UPRTQ3

(1109-012610)