Edgar Filing: ING PRIME RATE TRUST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of Registered

Management Investment Company

Investment Company Act file number: 811-5410

ING Prime Rate Trust

(Exact name of registrant as specified in charter)

7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258

(Address of principal executive offices) (Zip code)

C T Corporation System, 101 Federal Street, Boston, MA 02110

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-992-0180

Date of fiscal year end:	February 28

Date of reporting period:	May 31, 2012

Item 1. Schedule of Investments

The schedules of investments as of the close of the reporting period are set forth below for:

ING Prime Rate Trust

The schedules are not audited.

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited)

Principal Amount				Borrower/Tranche Description	Fair Value
**SENIOR LOANS: 140.7%***
*Aerospace & Defense: 2.6%*
$	9,925,000			Delta, New Term Loan, 5.500%, due 04/20/17	$	9,918,798
495,000				Delta, Pacific Route First Lien Term Loan, 4.250%, due 03/07/16	480,150
4,992,500				DigitalGlobe Inc., Term Loan B, 5.750%, due 10/07/18	4,945,695
710,526				Forgings International Ltd., Tranche B Dollar Term Loan, 4.970%, due 12/18/15	682,105
710,526				Forgings International Ltd., Tranche C Dollar Term Loan, 5.470%, due 12/20/16	682,105
5,874,413				US Airways, Term Loan, 2.740%, due 03/21/14	5,592,441
					22,301,294
*Automotive: 6.7%*
1,154,521				Avis Budget Car Rental, LLC, Incremental Term Loan, 6.250%, due 09/21/18	1,158,851
4,893,100				Avis Budget Car Rental, LLC, Tranche C Term Loan, 4.250%, due 03/15/19	4,886,983
11,914,975				Chrysler Group LLC, Term Loan B, 6.000%, due 05/24/17	11,907,529
5,074,500				Fram Group Holdings Inc., First Lien Term Loan, 6.500%, due 07/28/17	4,928,608
3,742,140				Fram Group Holdings Inc., Second Lien Term Loan, 10.500%, due 01/29/18	3,442,768
5,200,000				Goodyear Tire & Rubber Company (The), Second Lien Term Loan, 4.750%, due 04/30/19	5,066,750
7,940,000				KAR Auction Services, Inc., Term Loan B, 5.000%, due 05/19/17	7,947,448
2,673,000				Metaldyne, LLC, Term Loan B, 5.250%, due 05/18/17	2,671,364
5,273,883				Remy International, Inc., Term Loan B, 6.250%, due 12/16/16	5,280,475
873,752				Schrader International, Lux Term Loan, 6.250%, due 04/30/18	875,937
672,130				Schrader International, US Term Loan, 6.250%, due 04/30/18	673,810
2,215,561				Tomkins, Inc., Term Loan B, 4.250%, due 09/21/16	2,210,946
5,329,567				UCI International, Inc., Term Loan B, 5.500%, due 07/26/17	5,356,215
					56,407,684
*Beverage & Tobacco: 0.7%*
859,210				Bolthouse Farms, Inc, First Lien Term Loan, 5.507%, due 02/11/16	862,969
2,551,064				Clement Pappas, $230mm Term Loan, 6.506%, due 08/14/17	2,552,128
1,666,201				Del Monte Corporation, Term Loan B, 4.500%, due 03/08/18	1,636,626
EUR			666,192	Selecta, EUR Facility B4, 4.017%, due 06/28/15	708,005
SEK			4,375,000	Selecta, SEK Senior Term Loan B, 5.105%, due 02/07/15	491,466
					6,251,194
*Brokers, Dealers & Investment Houses: 0.9%*
$	4,975,000			Nuveen Investments, Inc., First-Lien Incremental Term Loan, 7.250%, due 05/13/17	4,997,801
2,636,835				Nuveen Investments, Inc., Term Loan Extended 2017, 5.968%, due 05/12/17	2,613,747
					7,611,548
*Building & Development: 2.0%*
EUR		1,735,000		Ahlsell AB, Term Loan B, 6.367%, due 03/31/19	2,146,743
$	9,422,508			Capital Automotive L.P., Term Loan, 5.250%, due 03/11/17	9,304,727
812,542				Custom Building Products, Inc., Term Loan, 5.750%, due 03/19/15	804,925

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Building & Development: (continued)*
$	3,000,000		Hudson Hotel, Mortgage, 5.000%, due 08/12/13	$	2,947,500
883,602			JMC Steel Group, Term Loan, 4.750%, due 04/01/17	883,602
1,250,000			NES Rentals Holdings, Inc., Extended Second Lien Term Loan, 13.250%, due 10/23/14	1,243,750
				17,331,247
*Business Equipment & Services: 12.9%*
3,500,000			4L Holdings Inc., Term loan B, 6.750%, due 05/06/18	3,447,500
1,019,875			ACCO Brands Corporation, Term Loan B, 4.250%, due 04/15/19	1,021,150
4,767,794			Acosta, Inc., Term Loan, 4.750%, due 03/01/18	4,708,197
4,952,387			Advantage Sales & Marketing, Inc., First Lien Term Loan, 5.250%, due 12/18/17	4,918,339
2,365,000			Advantage Sales & Marketing, Inc., Second Lien Term Loan, 9.250%, due 06/18/18	2,367,956
8,248,047			Avaya Inc., Term Loan B-3, 4.967%, due 10/26/17	7,371,692
3,827,288			Catalent Pharma Solutions, Inc., Incremental USD Term Loan B-2, 5.250%, due 09/15/17	3,798,583
5,768,925			CorpSource Finance Holdings, LLC, 1st Lien Term Loan, 6.625%, due 04/28/17	5,534,562
462,805		(3)	CorpSource Finance Holdings, LLC, 2nd Lien Term Loan, due 04/29/18	400,326
2,066,875			First American Payment Systems, Term Loan B, 6.750%, due 10/04/16	2,077,209
250,000			First American Payment Systems, Term Loan, 6.750%, due 10/04/16	251,250
10,000,000			First Data Corporation, Extended 2018 Dollar Term Loan, 4.239%, due 03/23/18	9,111,460
3,235,285			First Data Corporation, Term Loan US B-1 9/2014, 2.989%, due 09/24/14	3,077,228
73,740			First Data Corporation, Term Loan US B-2 9/2014, 2.989%, due 09/24/14	70,145
9,395,340			First Data Corporation, Term Loan US B-3 9/2014, 2.989%, due 09/24/14	8,937,317
7,873,621			Go Daddy Operating Company, LLC, 1st Lien Term Loan, 5.500%, due 12/17/18	7,808,663
5,061,750			Information Resources, Inc., Term Loan B, 5.000%, due 12/01/17	5,039,605
4,925,250			Interactive Data Corporation, Term Loan B, 4.500%, due 02/12/18	4,869,841
2,977,500			Mercury Payment Systems LLC, Term Loan B, 5.500%, due 07/03/17	2,981,222
4,616,771			Property Data I, Inc., Term Loan B, 7.000%, due 12/21/16	4,316,681
8,149,472			Quintiles Transnational Corp., Term Loan B, 5.000%, due 06/08/18	8,057,791
1,900,000			Ship US Bidco, Inc. (RBS Worldpay), Term Loan B2 USD (size TBC), 5.250%, due 10/15/17	1,900,475
5,370,762			Trans Union LLC, Term Loan B, 5.500%, due 02/12/18	5,407,686
2,503,273			Transfirst Holdings, Inc., First Lien Term Loan, 2.990%, due 06/15/14	2,421,917
813,891			U.S. Security Associates Holdings, Inc., Delayed Draw Term Loan, 6.000%, due 07/28/17	807,278
3,160,917			U.S. Security Associates Holdings, Inc., New Term Loan, 6.000%, due 07/28/17	3,135,235
768,075			Verifone, Inc., Term Loan B, 4.250%, due 12/31/18	768,715

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount					Borrower/Tranche Description	Fair Value
*Business Equipment & Services: (continued)*
$		3,441,159			Web.com Group, Inc., First Lien Term Loan, 7.000%, due 10/28/17	$	3,426,820
2,565,007					West Corp, Term Loan B-4, 4.598%, due 07/15/16	2,561,736
3,233,235					West Corp, Term Loan B-5, 4.489%, due 07/15/16	3,234,751
						113,831,330
*Cable & Satellite Television: 6.2%*
4,900,000					Atlantic Broadband, First Lien Term Loan, 5.250%, due 03/29/19	4,891,425
2,172,500					Bresnan Communications, LLC, Term Loan B, 4.500%, due 12/14/17	2,145,344
11,315,000					Cequel Communications, LLC, Term Loan 2012, 4.000%, due 02/08/19	11,060,459
2,125,000				(3)	Charter Communications Operating, LLC, Term Loan D, 4.000%, due 04/30/19	2,100,563
6,939,925					Intelsat Jackson Holdings S.A., Term Loan B Facility, 5.250%, due 04/02/18	6,897,993
1,565,948					Knology Inc, Term Loan B, 4.000%, due 08/18/17	1,564,187
3,930,000					Mediacom LLC Group, Term Loan E, 4.500%, due 10/23/17	3,921,405
5,234,975					San Juan Cable LLC, ‘1st Lien, 6.000%, due 06/09/17	5,117,188
EUR			4,268,168		UPC Broadband Holding B.V, Term Loan S, 4.154%, due 12/31/16	5,153,497
EUR			3,648,797		UPC Broadband Holding B.V, Term Loan U, 4.404%, due 12/31/17	4,423,989
$	5,657,812				Wideopenwest Finance, LLC, ‘1st Lien Term Loan, 2.740%, due 06/27/14	5,615,378
						52,891,428
*Chemicals & Plastics: 5.1%*
2,000,000					Ascend Performance Materials Operations LLC, Term Loan, 6.750%, due 04/09/18	1,991,666
2,111,818					AZ Chem US Inc., Term Loan B, 7.250%, due 12/19/17	2,141,384
4,365,000					Chemtura Corporation, Term Loan, 5.500%, due 08/27/16	4,375,913
2,799,848					Cristal Inorganic Chemicals, Inc (aka Millenium Inorganic Chemicals), Second Lien Term Loan, 6.220%, due 11/15/14	2,796,348
2,544,587					Houghton International, Inc., Term Loan B1, 6.750%, due 01/29/16	2,558,900
10,015,000				(3)	Ineos US Finance LLC, Cash Dollar Term Loan, 6.500%, due 04/27/18	9,844,745
1,128,000					Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Synthetic LC (C3), 2.274%, due 05/03/13	1,111,080
1,134,508					Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C4B, 4.249%, due 05/05/15	1,083,455
952,500					Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C5B, 4.250%, due 05/05/15	907,256
987,047					Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C7B, 4.250%, due 05/05/15	940,162
1,280,500					Omnova Solutions Inc, Term Loan B, 5.750%, due 05/31/17	1,280,532
413,400					Sonneborn, Inc., BV Tranche, 6.500%, due 03/31/18	414,950
2,342,600					Sonneborn, Inc., US Tranche, 7.118%, due 03/31/18	2,351,385
1,852,590					Styron S.A.R.L., Term Loan B, 6.027%, due 08/02/17	1,668,489
7,238,574					Univar Inc., Term Loan B, 5.000%, due 06/30/17	7,060,628
2,960,000				(3)	Vantage Specialties Inc., Term Loan B, 7.000%, due 02/10/18	2,967,400
						43,494,293

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Clothing/Textiles: 0.4%*
$	1,997,200			Targus Group, Inc., New Senior Secured Term Loan, 11.000%, due 05/16/16	$	1,992,207
172,137				Totes Isotoner Corporation, Delayed Draw 1st Ln Term Loan, 7.295%, due 07/07/17	169,555
1,659,797				Totes Isotoner Corporation, First Ln Term Loan, 7.253%, due 07/07/17	1,634,900
					3,796,662
*Conglomerates: 1.5%*
6,695,987				Affinion Group, Inc., First Lien Term Loan, 5.000%, due 10/10/16	6,266,325
3,986,366				Spectrum Brands, Inc., Term Loan B, 5.001%, due 06/17/16	3,994,339
2,684,737				Waterpik, Term Loan, 6.751%, due 08/10/17	2,671,314
					12,931,978
*Containers & Glass Products: 4.5%*
2,665,825				Bway Holding Corporation, Term Loan B, 4.500%, due 02/23/18	2,638,055
252,736				Bway Holding Corporation, Term Loan C, 4.500%, due 02/23/18	250,103
5,613,818				Husky Injection Molding Systems, Ltd, Term Loan B, 6.500%, due 06/30/18	5,606,801
978,077				Pro Mach, Inc, Term Loan, 6.250%, due 07/06/17	963,406
EUR		979,322		Reynolds Group Holdings Inc, Eur Term Loan, 6.951%, due 02/09/18	1,213,875
$	9,895,636			Reynolds Group Holdings Inc, Term Loan C, 6.500%, due 08/09/18	9,940,988
8,128,370				Reynolds Group Holdings Inc, US Term Loan, 6.500%, due 02/09/18	8,165,622
EUR		736,875		Sealed Air Corporation, Euro Term Loan B, 5.500%, due 10/03/18	916,304
$	1,670,250			Sealed Air Corporation, Term Loan B, 4.750%, due 10/03/18	1,680,689
4,100,000				TricorBraun, Term Loan, 5.500%, due 04/30/18	4,106,835
2,700,313				Xerium Technologies, Inc., USD First Lien Term Loan, 5.500%, due 05/22/17	2,635,055
					38,117,733
*Cosmetics/Toiletries: 0.8%*
283,790				KIK Custom Products, Inc., $CAD First Lien Term Loan, 2.490%, due 06/02/14	257,540
1,655,444				KIK Custom Products, Inc., $US First Lien Term Loan, 2.490%, due 06/02/14	1,502,316
827,083				KIK Custom Products, Inc., Incremental First Lien Term Loan, 8.500%, due 05/30/14	810,542
3,970,000				Revlon Consumer Products Corporation, Term Loan, 4.750%, due 11/17/17	3,960,074
					6,530,472
*Drugs: 0.6%*
5,162,121			(3)	Prestige Brands, Term loan B, 5.262%, due 01/31/19	5,182,016
					5,182,016
*Ecological Services & Equipment: 1.1%*
771,256				Synagro Technologies, Inc., 1st lien Term Loan, 2.240%, due 04/02/14	673,885
485,000				Synagro Technologies, Inc., 2nd lien Term Loan, 4.990%, due 10/02/14	363,750

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Ecological Services & Equipment: (continued)*
$	1,627,317		Valleycrest Companies, LLC, Extended Term Loan, 8.000%, due 10/05/15	$	1,550,019
5,917,834			Waste Industries USA, Inc., Term loan, 4.750%, due 03/17/17	5,858,656
700,000			WCA Waste Corporation, Term Loan B, 5.500%, due 02/28/18	699,125
				9,145,435
*Electronics/Electrical: 9.5%*
1,908,386			Aspect Software, Inc., Term Loan, 6.250%, due 05/06/16	1,895,663
6,300,000			Attachmate Corporation, 1st Lien Term Loan, 7.250%, due 11/15/17	6,207,472
4,788,000			Blackboard Inc., 1st Lien Term Loan B, 7.500%, due 10/04/18	4,610,844
2,750,000			Blackboard Inc., 1st Lien Term Loan B-1, 7.500%, due 10/04/18	2,648,250
3,000,000			Blackboard Inc., 2nd Lien Term Loan B, 11.500%, due 10/01/19	2,752,500
800,897			CDW LLC, Extended Term Loan B, 4.000%, due 07/14/17	767,693
6,153,500			Epicor Software Corporation, Term Loan B, 5.000%, due 05/16/18	6,039,691
28,415			FCI International S.A.S., Term Loan A1, 2.739%, due 09/30/12	28,131
25,983			FCI International S.A.S., Term Loan A2, 2.739%, due 09/30/12	25,463
6,000,000			Freescale Semiconductor, Inc., Incremental Term Loan B-2, 6.000%, due 02/28/19	5,910,000
7,701,170			Freescale Semiconductor, Inc., Term Loan B-2, 4.489%, due 12/01/16	7,256,428
3,077,778			Greeneden U.S. Holdings II, L.L.C., 1st Lien Term Loan, 6.750%, due 01/31/18	3,085,472
5,240,000			Kronos Incorporated, Tranche B-1 second-lien term loan, 10.579%, due 06/11/18	5,315,325
3,291,750			Kronos Incorporated, Tranche C first-lien term loan, 6.250%, due 12/26/17	3,308,209
14,750,000		(3)	Lawson Software, Inc., Term Loan B (USD), 6.250%, due 04/01/18	14,766,137
4,910,693			Open Link Financial, Inc., Term Loan, 7.752%, due 10/28/17	4,935,246
2,325,358		(3)	Orbitz Worldwide, Inc., Term Loan, 3.239%, due 07/25/14	2,263,347
2,000,000		(3)	Rovi Solutions Corporation, Term Loan B, 4.000%, due 03/26/19	1,987,500
1,600,000			Semtech Corporation, Term Loan B, 4.250%, due 03/19/17	1,600,000
4,272,047			Spansion LLC, Term Loan, 4.750%, due 02/09/15	4,250,687
673,499			Travelport, Inc., Delayed Draw Term Loan extended, 4.968%, due 08/21/15	608,253
421,022			Travelport, Inc., Term Loan B ($) Extended, 4.968%, due 08/21/15	380,235
136,295			Travelport, Inc., Term Loan S (Synthetic LC Converted), 4.970%, due 08/21/15	123,091
				80,765,637
*Equipment Leasing: 0.6%*
2,613,737			Brand Services, Inc., Existing Sr Sec 1st Lien, 2.501%, due 02/07/14	2,469,981
1,143,354			Brand Services, Inc., Incremental Sr Sec 1st Lien, 3.742%, due 02/07/14	1,086,186
250,000			Brock Holdings, Inc., New 2nd Lien Term Loan, 10.000%, due 03/16/18	241,250
1,440,882			Brock Holdings, Inc., New Term Loan B, 6.012%, due 03/16/17	1,439,081
				5,236,498

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Financial Intermediaries: 2.2%*
$	1,733,256			BNY ConvergEx Group, LLC, Eze Borrower Term Loan, 5.250%, due 12/19/16	$	1,659,593
3,935,998				BNY ConvergEx Group, LLC, Top Borrower Term Loan, 5.250%, due 12/19/16	3,768,717
46,667				Fidelity National Information Services, Inc., Term Loan B, 4.250%, due 07/18/16	46,725
2,135,149				Fundtech, Term Loan, 7.500%, due 11/15/17	2,144,490
3,300,000				LPL Holdings, Inc., Term Loan B, 4.000%, due 03/23/19	3,246,375
3,201,136			(3)	MIP Delaware, LLC, Term Loan, 5.500%, due 07/12/18	3,201,136
2,680,769				MoneyGram International, Inc., First Lien Term Loan, 4.250%, due 11/17/17	2,658,988
1,691,500				MoneyGram International, Inc., Tranche B-1 Lender, 4.250%, due 11/17/17	1,666,128
					18,392,152
*Food Products: 1.2%*
3,940,000				Advance Pierre Foods, First Lien Term Loan, 7.000%, due 09/30/16	3,956,418
997,500				B&G Foods, Inc., Term Loan B, 4.500%, due 11/15/18	1,006,228
2,876,045				NPC International, Term Loan (2012 refi), 5.250%, due 12/28/18	2,876,045
2,551,867				Pinnacle Foods Holding Corporation, Term Loan E, 4.750%, due 10/01/18	2,544,691
					10,383,382
*Food Service: 2.4%*
4,777,589				Bojangles Restaurants, Inc., Term Loan, 8.000%, due 08/17/17	4,786,547
EUR		2,453,883		Burger King Corporation, Term Loan B, 4.037%, due 10/19/16	3,028,514
$	3,216,559			Burger King Corporation, Term Loan B, 4.500%, due 10/19/16	3,193,104
5,250,000				Landry’s Restaurants, Term Loan B, 6.500%, due 04/30/18	5,240,156
3,253,609				Wendy’s International, Inc., Term Loan B, 4.750%, due 05/15/19	3,223,106
1,000,000			(3)	Wendys/Arbys Restaurants, LLC, Term Loan, due 05/24/17	996,875
					20,468,302
*Health Care: 17.1%*
4,975,000				Alere US Holdings, LLC, Term Loan B, 4.750%, due 06/30/17	4,908,668
1,000,000				Alere US Holdings, LLC, Term Loan B-2, 4.750%, due 06/30/17	986,250
8,000,000			(3)	Bausch & Lomb, Inc., US Term Loan, due 04/30/19	7,893,752
8,184,522				Capsugel Holdings US, Inc., Term Loan B, 5.250%, due 08/01/18	8,211,432
1,540,017				CHG Medical Staffing, Inc., 1st Lien Term Loan, 5.250%, due 10/03/16	1,541,942
4,903,033				ConvaTec, Term LoanB USD, 5.750%, due 12/22/16	4,887,711
1,234,375				Davita Inc., Term Loan B, 4.500%, due 10/20/16	1,233,210
3,833,333				DJO Finance LLC, Tranche B-3 Term Loan, 6.250%, due 09/15/17	3,813,369
5,953,925				Drumm Corp., Term loan B, 5.000%, due 05/04/18	5,552,035
4,500,000				Emdeon, Inc., Term Loan B-1, 5.000%, due 11/02/18	4,505,625
5,712,059				Emergency Medical Services Corporation, Term Loan B, 5.278%, due 05/25/18	5,643,543
4,506,124				Grifols S.A, Term Loan B USD, 4.500%, due 06/01/17	4,510,855
4,022,419				Health Management Associates, Inc., Term Loan B, 4.500%, due 11/22/18	3,973,377

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Health Care: (continued)*
$	1,969,222		HGI Holding, Inc., Senior Secured Term Loan B due 2016, 6.750%, due 09/29/16	$	1,977,428
6,296,425			Iasis Healthcare LLC, Term Loan B, 5.000%, due 05/03/18	6,201,978
4,975,000			Immucor, Inc., Term Loan B, 7.250%, due 08/17/18	4,985,363
4,632,151			IMS Health Incorporated, Term Loan B, 4.500%, due 08/25/17	4,617,676
4,377,839			inVentiv Health Inc., Original Term Loan B, 6.500%, due 08/04/16	4,107,871
2,539,569			inVentiv Health Inc., Term Loan B-3, 6.750%, due 05/15/18	2,422,114
9,975,000			Kinetic Concepts, Inc., Term Loan B-1, 7.000%, due 04/20/18	10,083,657
1,590,330			Medassets, Inc., Term Loan B, 5.250%, due 11/16/16	1,594,306
4,651,854			Onex Carestream Finance LP, Term Loan B, 5.000%, due 02/25/17	4,494,854
5,386,500			Pharmaceutical Product Development, Inc., Bank Term Loan B, 6.250%, due 11/30/18	5,403,333
2,175,000			Press Ganey, 1st Lien, 5.250%, due 04/30/18	2,188,594
2,600,000		(3)	Press Ganey, 2nd Lien, 8.250%, due 08/31/18	2,616,250
6,191,963		(3)	Rural/Metro Corporation, Term Loan B, 5.750%, due 06/29/18	6,141,654
5,109,254			Skilled Healthcare Group, Inc., New Term Loan, 6.750%, due 04/08/16	5,029,422
4,622,481			Sunquest Information Systems, Inc., Term Loan B, 6.250%, due 12/16/16	4,634,037
3,933,302		(3)	Surgical Care Affiliates LLC, Class B Term Loan, 4.470%, due 12/30/17	3,825,136
1,875,825			Surgical Care Affiliates LLC, Incremental Term Loan, 5.500%, due 06/29/18	1,828,929
5,000,000			United Surgical Partners International, Inc., New Tranche B, 6.000%, due 04/01/19	4,975,000
5,185,436			Vanguard Health Holdings Company Ii, LLC, Term Loan B, 5.000%, due 01/29/16	5,182,195
293,187			Vantage Oncology Holdings, LLC, Delayed Draw term loan $25mm, 6.250%, due 01/31/17	288,789
2,413,285			Vantage Oncology Holdings, LLC, Term loan, 6.250%, due 01/31/17	2,377,086
1,018,286			Warner Chilcott Company LLC, Term B-1 (US), 4.250%, due 03/15/18	1,012,812
509,143			Warner Chilcott Company LLC, Term B-2 (PR), 4.250%, due 03/15/18	506,406
700,071			Warner Chilcott Company LLC, Term B-3 (LuxCo), 4.250%, due 03/15/18	696,309
				144,852,968
*Home Furnishings: 1.5%*
3,960,539			Hillman Group (The), Inc., First Lien Term Loan, 5.000%, due 05/27/16	3,950,638
4,100,000			Monitronics International, Inc., Term Loan B, 5.500%, due 03/31/18	4,064,125
2,015,000			Protection One, Inc., Term Loan B, 5.750%, due 03/31/19	2,015,000
2,352,683			Springs Window Fashions, LLC, First Lien Term Loan, 6.000%, due 05/31/17	2,304,159
				12,333,922

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Industrial Equipment: 5.3%*
$	1,302,821			Doncasters Group Limited, Facility B2, 4.739%, due 05/15/15	$	1,210,198
1,295,468				Doncasters Group Limited, Facility C2, 5.239%, due 05/13/16	1,203,368
3,367,651				Edwards (Cayman Islands II) Limited (aka BOC Edwards), Extended Term Loan, 5.500%, due 05/31/16	3,340,989
1,733,289				Edwards (Cayman Islands II) Limited (aka BOC Edwards), New Term Loan, 5.500%, due 05/31/16	1,719,566
7,895,116				Goodman Global Inc., Term Loan B, 5.750%, due 10/28/16	7,909,216
2,496,241				Manitowoc Company, Inc. (The), Term Loan B, 4.250%, due 11/13/17	2,502,469
6,558,563				Rexnord Corporation / RBS Global, Inc., USD Term Loan, 5.000%, due 04/01/18	6,552,417
6,800,000			(3)	Schaeffler AG, Term Loan C2 USD, 6.000%, due 01/31/17	6,793,629
3,186,723				Sensus Metering Systems Inc., New First Lien Term Loan, 4.750%, due 05/09/17	3,180,085
4,400,000				Sensus Metering Systems Inc., New Second Lien Term Loan, 8.500%, due 05/09/18	4,422,000
EUR		1,990,000		Terex Corporation, Term Loan Euro Tranche, 6.000%, due 04/28/17	2,459,694
$	3,980,000			Terex Corporation, Term Loan, 5.500%, due 04/28/17	4,006,742
					45,300,373
*Insurance: 3.1%*
3,500,000			(3)	AmWINS Group, Inc., 1st Lien Term Loan, due 06/01/19	3,480,313
1,700,000			(3)	AmWINS Group, Inc., 2nd Lien Term Loan, due 12/01/19	1,683,000
1,000,000				AmWINS Group, Inc., 2nd Lien Term Loan, 5.740%, due 06/08/14	986,250
1,882,016				AmWINS Group, Inc., Initial Term Loan, 5.405%, due 06/08/13	1,874,959
2,374,106				Applied Systems Inc., First Lien, 5.506%, due 12/08/16	2,370,149
1,400,000				Applied Systems Inc., Second Lien, 9.250%, due 06/07/17	1,400,000
4,036,888				CCC Information Services Group, Inc., Term Loan B, 5.500%, due 11/11/15	4,025,113
3,550,028			(3)	HMSC Corporation, 1st Lien Term Loan, 2.489%, due 04/03/14	3,141,775
2,057,582				Hub International Limited, Extended Incremental Term Loan B, 6.750%, due 12/13/17	2,075,585
4,961,538				Sedgwick Holdings, Inc., Term Loan B-1, 5.000%, due 12/30/16	4,918,124
					25,955,268
*Leisure Good/Activities/Movies: 4.0%*
5,681,616				24 Hour Fitness Worldwide, Inc, Term Loan B, 7.500%, due 04/22/16	5,638,959
6,000,000				Delta2 Sarl Luxembourg (Formula One World Championship), Term Loan B, 5.750%, due 04/30/17	5,993,574
4,252,222				FGI Operating, Term Loan B, 5.500%, due 04/30/19	4,249,565
6,266,221				Getty Images, Inc, Term Loan B, 5.250%, due 11/07/16	6,267,361
980,000				Live Nation Entertainment, Inc., Term Loan B, 4.500%, due 11/07/16	981,225
4,962,707				SRAM, LLC, First Lien Term Loan, 4.769%, due 06/07/18	4,959,605
357,500				SRAM, LLC, Second Lien Term Loan, 8.500%, due 12/07/18	361,075
5,127,903				The Weather Channel, Term Loan B, 4.250%, due 02/13/17	5,103,868
					33,555,232

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Lodging & Casinos: 4.9%*
$	955,000			Audio Visual Services Corporation, 1st Lien Term Loan, 2.720%, due 02/28/14	$	857,908
5,233,750				Boyd Gaming Corporation, Incremental Term Loan, 6.000%, due 12/17/15	5,278,608
2,415,817				Caesars Entertainment Operating Company, Inc., Term Loan B1, 3.239%, due 01/28/15	2,219,532
7,249,697				Caesars Entertainment Operating Company, Inc., Term Loan B2, 3.239%, due 01/28/15	6,656,627
4,115,429			(3)	Caesars Entertainment Operating Company, Inc., Term Loan B3, 3.241%, due 01/28/15	3,777,837
6,497,674				Caesars Entertainment Operating Company, Inc., Term Loan B4 (Incremental), 9.500%, due 10/31/16	6,605,971
1,275,000				Caesars Octavius, LLC, Term Loan, 9.250%, due 02/24/17	1,252,688
1,208,670				Cannery Casino Resorts, LLC, Delay Draw Term Loan, 4.489%, due 05/20/13	1,196,583
1,450,432				Cannery Casino Resorts, LLC, Term Loan B, 4.489%, due 05/17/13	1,435,928
535,170			(2) ^	Fontainebleau Las Vegas, LLC, Delayed Draw Term Loan, due 06/06/14	96,331
1,070,339			(2) ^	Fontainebleau Las Vegas, LLC, Term Loan, due 06/06/14	192,661
1,434,640				Global Cash Access, Inc., Term Loan B, 7.000%, due 03/01/16	1,440,916
2,144,641				Golden Nugget, Inc., 1st Lien Term Loan, 3.240%, due 06/30/14	2,048,579
1,220,788				Golden Nugget, Inc., Delayed Draw Term Loan, 3.240%, due 06/30/14	1,166,107
2,123,125				Isle Of Capri Casinos, Inc., Term Loan B, 4.750%, due 11/01/13	2,128,433
EUR		1,250,000		Scandic Hotels AB, Term Loan B2, 2.673%, due 07/09/15	1,411,498
EUR		1,250,000		Scandic Hotels AB, Term Loan C2, 3.173%, due 07/08/16	1,411,498
$	2,239,062			Station Casinos LLC, Term Loan B-1, 3.239%, due 06/17/16	2,110,316
					41,288,021
*Nonferrous Metals/Minerals: 1.3%*
6,348,000				Fairmount Minerals, Ltd., Term Loan B, 5.250%, due 03/15/17	6,268,651
2,530,000				Noranda Aluminum Acquisition Corp., Term Loan B, 5.750%, due 02/28/19	2,537,906
2,047,103			(3)	Walter Energy, Inc., Term Loan B, 4.000%, due 04/02/18	1,979,505
					10,786,062
*Oil & Gas: 1.6%*
1,500,000				Crestwood Holdings LLC, Term Loan B, 9.750%, due 03/30/18	1,515,000
2,000,000				Energy Transfer Equity, L.P., Term Loan, 3.750%, due 03/15/17	1,949,500
5,830,021				Frac Tech International, LLC, Term Loan (HoldCo), 6.250%, due 05/06/16	5,230,363
4,987,500				Tervita (fka CCS Inc.), Add-On Term Loan, 6.500%, due 11/14/14	5,020,751
					13,715,614
*Publishing: 5.0%*
420,111				Black Press, Ltd., Term Loan B1 (US Borrower-$112.5 mm), 2.489%, due 08/02/13	390,703
246,265				Black Press, Ltd., Term Loan B2 (Canadian Borrower-$112.5 mm), 2.467%, due 08/02/13	229,027
762,414				Caribe Media Inc., Term Loan, 10.000%, due 11/18/14	476,509

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Publishing: (continued)*
$	8,975,056		Cengage Learning, Inc., Extended Term Loan B, 5.740%, due 07/31/17	$	7,628,798
5,286,135			Cenveo Corporation, Term Loan B, 6.250%, due 12/21/16	5,264,107
1,770,991			Dex Media East, LLC, Term Loan, 2.970%, due 10/24/14	960,763
3,597,806			Dex Media West, LLC, Term Loan due 10/24/2014, 7.250%, due 10/24/14	2,257,623
1,080,061			Intermedia Outdoor, Inc., 1st lien Term Loan, 3.220%, due 01/31/13	982,856
4,761,595			Merrill Communications, LLC, New Term Loan B-DD, 7.750%, due 12/24/12	4,333,051
1,771,936			Nelson Canada, ‘1ST LIEN-C$330 mm, 2.970%, due 07/03/14	1,532,725
EUR		533,360	PagesJaunes Groupe SA, Term Loan A3, 3.897%, due 09/11/15	494,333
AUD		7,147,712	PBL Media, Term Loan B, 6.145%, due 02/05/13	6,109,982
$	3,101,959		Penton Media, Inc, Term Loan B, 5.000%, due 08/01/14	2,372,999
7,435,707			R.H. Donnelley Corporation, New Term Loan, 9.000%, due 10/24/14	3,353,504
8,641,669			SuperMedia, Inc., Term Loan, 11.000%, due 12/31/15	4,976,158
980,545			Thomas Nelson Publishers, Term Loan, 9.000%, due 06/14/16	975,642
1,569,928			Yell Group PLC, New Term Loan B1, 3.989%, due 07/31/14	455,934
				42,794,714
*Radio & Television: 7.1%*
311,897			AR Broadcasting LLC, Term Loan, 5.480%, due 02/20/22	257,315
2,792,526			Barrington Broadcasting Group, Term loan B, 7.500%, due 06/30/17	2,806,489
3,000,000			Clear Channel Communications, Inc., Term Loan A, 3.639%, due 06/02/14	2,701,071
4,921,330			Clear Channel Communications, Inc., Term Loan B, 3.889%, due 01/28/16	3,854,455
5,981,887			Cumulus Media Holdings Inc., First Lien Term Loan B, 5.750%, due 09/17/18	5,959,455
1,382,333			Entercom Communications Corporation, Term loan B, 6.250%, due 11/22/18	1,385,789
3,589,052			FoxCo Acquisition, LLC, Term Loan B, 4.750%, due 07/14/15	3,590,548
4,326,965			Hubbard Radio LLC, 1st Lien Term Loan B, 5.250%, due 04/28/17	4,307,982
285,714			Hubbard Radio LLC, 2nd Lien Term Loan C, 8.750%, due 04/30/18	287,143
997,500			LIN Television Corporation, Term Loan B, 5.000%, due 01/01/18	999,994
574,763			Nexstar Broadcasting, Inc., Mission Term Loan B, 5.000%, due 09/30/16	573,326
1,393,998			Nexstar Broadcasting, Inc., Term Loan B, 5.000%, due 09/30/16	1,390,513
992,500			Raycom TV Broadcasting, LLC, Term Loan B, 4.500%, due 05/31/17	987,538
34,312,965			Univision Communications, Inc., Extended Term Loan, 4.489%, due 03/31/17	31,561,578
				60,663,196
*Retailers (Except Food & Drug): 15.7%*
5,000,000			99 Cents Only Stores, Term Loan Facility (2012 refi), 5.250%, due 01/15/19	4,983,335
5,985,000			Academy Ltd., Term Loan, 6.000%, due 08/03/18	6,002,925

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Retailers (Except Food & Drug): (continued)*
$	6,541,130			Amscan Holdings, Inc., Term Facility, 6.750%, due 12/04/17	$	6,565,660
6,274,243				Bass Pro Group, LLC, Term Loan B, 5.250%, due 06/13/17	6,277,185
15,136,469				BJs Wholesale Club, First Lien Term Loan (2012 refi), 5.250%, due 09/27/18	15,212,153
3,093,750				BJs Wholesale Club, Second Lien Term Loan, 10.000%, due 03/27/19	3,186,563
5,939,901				Burlington Coat Factory, Term Loan B (refi), 5.500%, due 02/23/17	5,934,953
3,620,101				FTD, Inc, Term Loan B, 4.750%, due 06/06/18	3,588,426
2,875,000				General Nutrition Centers, Inc., Term Loan B, 4.250%, due 03/02/18	2,868,876
6,600,966				Guitar Center, Inc., Extended Term Loan maturing 04/17, 5.730%, due 04/10/17	6,248,917
5,450,000				Harbor Freight Tools USA, Inc., Senior Secured Term Loan, 5.500%, due 05/15/19	5,409,125
3,212,525				J. Crew, Term Loan B, 4.750%, due 03/07/18	3,143,276
5,721,899				Jo-Ann Stores, Inc., Term Loan B, 4.750%, due 03/16/18	5,707,594
4,985,986				Lord & Taylor, Term Loan Facility, 5.750%, due 01/09/18	5,021,301
EUR		530,263		Maxeda DIY Group B.V., Term Loan B1, 3.152%, due 06/29/15	498,430
EUR		719,737		Maxeda DIY Group B.V., Term Loan B2, 3.144%, due 08/01/15	676,530
EUR		530,263		Maxeda DIY Group B.V., Term Loan C1, 3.635%, due 06/27/16	498,430
EUR		719,737		Maxeda DIY Group B.V., Term Loan C2, 3.639%, due 08/01/16	676,530
$	8,295,648			Michaels Stores, Inc., Term Loan B-2 (extending), 5.000%, due 07/31/16	8,290,463
11,963,834				Neiman Marcus Group, Inc, Term Loan, 4.750%, due 05/16/18	11,798,399
4,500,000			(3)	Roundys Supermarkets, Inc., Term Loan B, 5.750%, due 02/14/19	4,505,625
4,100,000				Sleepy’s Holdings, LLC, Term Loan, 7.250%, due 03/19/19	4,110,250
5,000,122				The Gymboree Corporation, Term Loan B, 5.000%, due 02/23/18	4,660,114
6,756,511				Toys “R” Us, Inc., Term Loan B-1, 6.000%, due 09/01/16	6,699,506
1,386,000				Toys “R” Us, Inc., Term Loan B-2, 5.250%, due 05/25/18	1,336,624
3,000,000				Toys “R” Us, Inc., Term Loan B-3, 5.250%, due 05/25/18	2,850,000
EUR		1,861,810		Vivarte S.A.S., Term Loan B1, 2.942%, due 03/09/15	1,907,633
EUR		1,861,810		Vivarte S.A.S., Term Loan C1, 3.567%, due 03/08/16	1,907,633
$	3,010,000			Yankee Candle Company, Inc., Term Loan B, 5.250%, due 04/02/19	2,997,773
					133,564,229
*Surface Transport: 1.3%*
4,746,688				Baker Tanks, Inc., Term Loan, 4.750%, due 06/01/18	4,715,040
1,860,103			(3)	Inmar, Inc., Term Loan B, 6.500%, due 08/04/17	1,869,404
1,003,080				US Shipping Partners L.P., First Lien Term Loan, 9.200%, due 08/07/13	905,698
3,200,000				Wabash National Corporation, Term Loan, 6.000%, due 05/15/19	3,182,000
					10,672,142
*Telecommunications: 6.1%*
4,740,909				Asurion, LLC, Add-On 1st Lien Term Loan, 5.500%, due 05/24/18	4,681,648
7,440,690				Asurion, LLC, First Lien Term Loan, 5.500%, due 05/24/18	7,347,681

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Telecommunications: (continued)*
$	4,700,000		Asurion, LLC, Second Lien Term Loan, 9.000%, due 05/24/19	$	4,741,966
4,951,076		(3)	CommScope, Inc., Term Loan B, 4.250%, due 01/14/18	4,928,301
4,567,717			Global Tel*Link Corporation, First Lien Term Loan, 6.000%, due 12/15/17	4,556,297
2,720,000			Hawaiian Telcom Communications, Inc., Term Loan B, 7.000%, due 02/27/17	2,715,466
6,230,000			Level 3 Financing, Inc, Term Loan B III, 5.750%, due 09/01/18	6,204,693
2,795,883			MetroPCS Wireless, Inc., Term Loan B-3, 4.000%, due 03/16/18	2,742,077
2,985,000			Neustar, Inc., Term Loan, 5.000%, due 11/07/18	2,985,000
6,200,000			Syniverse Holdings, Inc., Term Loan B, 5.000%, due 04/20/19	6,174,816
5,067,681			U.S. Telepacific Corp, First Lien Term Loan, 5.750%, due 02/23/17	4,788,959
				51,866,904
*Utilities: 4.8%*
6,345,950			Calpine Corp, Term Loan B-1, 4.500%, due 04/02/18	6,257,919
1,994,975			Calpine Corp, Term Loan B-2, 4.500%, due 04/02/18	1,967,544
3,681,500			Dynegy Midwest Generation, LLC (CoalCo)., Term Loan, 9.250%, due 08/04/16	3,745,926
3,681,500			Dynegy Power (GasCo), Term Loan, 9.250%, due 08/04/16	3,807,286
6,950,868			Longview Power, LLC, Extended Term Loan, 6.000%, due 10/31/17	5,821,352
1,848,154			Race Point Power, Race Point Power II Term Loan, 7.939%, due 01/11/18	1,829,672
22,080,819			Texas Competitive Electric Holdings Company LLC, Extended Term Loans, 4.739%, due 10/10/17	12,925,561
5,000,000			Texas Competitive Electric Holdings Company LLC, Term Loans, 3.739%, due 10/10/14	3,085,000
1,245,280			TPF Generation Holdings, LLC, 2nd Lien Term Loan Facility, 4.720%, due 12/15/14	1,220,374
				40,660,634
			Total Senior Loans (Cost $1,223,839,424)	1,194,852,425
*OTHER CORPORATE DEBT: 0.5%*
*Business Equipment & Services*
297,646			US Shipping Partners L.P., Second Lien Term Loan, 2.500%, due 08/07/13	89,542
				89,542
			Total Other Corporate Debt (Cost $318,007)	89,542

EQUITIES AND OTHER ASSETS: 1.3%

	Description	Value
(1), (@), (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	$	—
(@), (R), (X)	Ascend Media (Residual Interest)	—

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

		Description	Value
(@), (R)		Block Vision Holdings Corporation (719 Common Shares)	$	—
(2), (@), (X)		Caribe Media Inc. (1,836 Common Shares)	—
(2), (@), (R)		Cedar Chemical (Residual Interest)	—
(@)		Cumulus Media (117,133 Class A Common Shares)	327,972
(2), (@), (R)		Enterprise Profit Solutions (Liquidation Interest)	—
(3), (@), (R)		Euro United Corporation (Residual Interest in Bankruptcy Estate)	—
(@), (X)		Faith Media Holdings, Inc. (Residual Interest)	—
(2), (@), (R), (X)		Gainey Corporation (Residual Interest)	—
(@), (X)		Global Garden (138,579 Class A3 Shares)	—
(@), (X)		Global Garden (14,911 Class A1 Shares)	—
(@)		Glodyne Technoserve, Ltd. (92,471 Common Shares)	573,227
(@)		Glodyne Technoserve, Ltd. (Escrow Account)	—
(2), (@), (R)		Grand Union Company (Residual Interest in Bankruptcy Estate)	—
(@)		Hawaiian Telcom (31,238 Common Shares)	587,274
(2), (@), (R)		Kevco Inc. (Residual Interest in Bankruptcy Estate)	25
(2), (@), (R)		Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	—
(@), (R)		Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	—
(@)		Mega Brands Inc. (9,788 Common Shares)	60,840
(@)		Metro-Goldwyn-Mayer, Inc. (351,820 Common Shares)	9,264,582
(@), (X)		Northeast Biofuels (Residual Interest)	—
(@), (R), (X)		Safelite Realty Corporation (57,804 Common Shares)	273,413
(2), (@), (R)		Supermedia, Inc. (32,592 Common Shares)	84,413
(2), (@), (R)		US Office Products Company (Residual Interest in Bankruptcy Estate)	—
(2), (@), (X)		US Shipping Partners, L.P. (19,404 Common Shares)	—
(2), (@), (X)		US Shipping Partners, L.P. (275,292 Contingency Rights)	—
		Total for Equities and Other Assets (Cost $10,038,981)	11,171,746
		Total Investments (Cost $1,234,196,412)**	$	1,210,340,852
		Other Assets and Liabilities — Net	(361,200,361)
		Net Assets	$	849,140,491

	*	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.
	(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)	Trade pending settlement. Contract rates that are not disclosed do not take effect until settlement date and have yet to be determined.
	(@)	Non-income producing security.
	^	This Senior Loan Interest is non-income producing.
	(R)	Restricted security.

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

(X)	Fair value determined by ING Funds Valuation Committee appointed by the Trust’s Board of Directors/Trustees.
AUD	Australian Dollar
EUR	Euro
SEK	Swedish Kronor
**	For Federal Income Tax purposes cost of investments is $1,234,841,164.
	Net unrealized depreciation consists of the following:
	Gross Unrealized Appreciation	$	8,633,299
	Gross Unrealized Depreciation	(33,133,611)
	Net Unrealized Depreciation	$	(24,500,312)

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of May 31, 2012 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 5/31/12
Asset Table
Investments, at value
Senior Loans	$	—	$	1,194,852,425	$	—	$	1,194,852,425
Other Corporate Debt	—		4,316,681		—		4,316,681
Equities and Other Assets	1,264,219		9,634,089		273,438		11,171,746
Total Investments, at value	$	1,264,219	$	1,208,803,195	$	273,438	$	1,210,340,852
Other Financial Instruments+
Forward foreign currency contracts	—		1,881,322		—		1,881,322
Total Assets	$	1,264,219	$	1,210,684,517	$	273,438	$	1,212,222,174
Liabilities Table
Other Financial Instruments+
Unfunded commitments	$	—	$	(24,341)	$	—	$	(24,341)
Total Liabilities	$	—	$	(24,341)	$	—	$	(24,341)

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Trust’s assets and liabilities during the periodended May 31, 2012:

	Beginning Balance at 02/29/12		Purchases		Sales		Accrued Discounts/ (Premiums)		Total Realized Gain/(Loss)		Total Unrealized Appreciation/ (Depreciation)
Senior Loans	$	180,719	$	—	$	(180,719)	$	—	$	(1,157,943)	$	1,157,943
Other Corporate Debt	422,792		14,236		(484,004)		—		38,408		8,568
Equities and Other Assets	642,945		—		—		—		—		—
Total	$	1,246,456	$	14,236	$	(664,723)	$	—	$	(1,119,535)	$	1,166,511

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2012 (Unaudited) (continued)

	Transfers Into Level 3		Transfers Out of Level 3		Ending Balance at 05/31/12
Senior Loans	$	—	$	—	$	—
Other Corporate Debt	—		—		—
Equities and Other Assets	—		(369,507)		273,438
Total	$	—	$	(369,507)	$	273,438

As of May 31, 2012, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $0.

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

+ Other Financial Instruments are securities or derivatives not reflected in the Portfolio of Investments and may include open forward foreign currency contracts, futures, swaps, unfunded committments and written options. Forward foreign currency contracts, futures and unfunded commitments 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 fair value at measurement date.

Transfers in or out of Level 3 represents either the beginning value (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. The Trust’s policy is to recognize transfers between levels at the end of the reporting period.

At May 31, 2012 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Counterparty	Currency	Buy/Sell	Settlement Date	In Exchange For		Fair Value		Unrealized Appreciation/ (Depreciation)
State Street Bank	Australian Dollar AUD 6,577,000	Sell	06/14/12	$	6,602,913	$	6,401,053	$	201,860
State Street Bank	Euro EUR 25,371,000	Sell	06/14/12	33,332,967		31,825,518		1,507,449
State Street Bank	Sweden Kronor SEK 22,183,000	Sell	06/14/12	3,223,730		3,051,717		172,013
				$	43,159,610	$	41,278,288	$	1,881,322

See Accompanying Notes to Financial Statements

Item 2. Controls and Procedures.

(a)	Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-Q are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-Q and the officer certifications of such Form N-Q.

(b)	There were no significant changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): ING Prime Rate Trust

By	/s/ Shaun P. Mathews
	Shaun P. Mathews
	President and Chief Executive Officer

Date:	July 27, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Shaun P. Mathews
	Shaun P. Mathews
	President and Chief Executive Officer

Date:	July 27, 2012

By	/s/ Todd Modic
	Todd Modic
	Senior Vice President and Chief Financial Officer

Date:	July 27, 2012