Edgar Filing: ING PRIME RATE TRUST

Funds

Third Quarter Report

November 30, 2010

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 fund's 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, 2010

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					53

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

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

PORTFOLIO CHARACTERISTICS AS OF NOVEMBER 30, 2010
Net Assets	$	862,162,552
Total Assets	$	1,167,699,213
Assets Invested in Senior Loans	$	1,131,637,287
Senior Loans Represented		336
Average Amount Outstanding per Loan	$	3,367,968
Industries Represented		37
Average Loan Amount per Industry	$	30,584,792
Portfolio Turnover Rate (YTD)		41	%
Weighted Average Days to Interest Rate Reset		37
Average Loan Final Maturity		50 months
Total Leverage as a Percentage of Total Assets (including preferred shares)		22.18	%

PERFORMANCE SUMMARY

The Trust declared $0.08 of dividends during the third fiscal quarter and $0.24 during the nine months ended November 30, 2010. Based on the average month-end net asset value ("NAV") per share of $5.78 for the third fiscal quarter and $5.76 for the nine month period, this resulted in an annualized distribution rate⁽¹⁾ of 5.53% for the third fiscal quarter and 5.57% for the nine month period. The Trust's total net return for the third fiscal quarter, based on NAV, was 4.27% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")⁽²⁾ of 3.32% for the same quarter. For the nine months ended November 30, 2010, the Trust's total return, based on NAV, was 7.04%, versus 6.29% 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 6.40% and for the nine months ended November 30, 2010 was 1.32%.

MARKET REVIEW

The non-investment grade loan market, with five months of consecutive positive performance through November, continues to benefit from strong technical conditions. Market sentiment, along with average loan prices, continues to be favorably impacted by an ongoing flow of refinancing activity and strongly positive cash inflows, as retail and institutional investors alike, both in the U.S. and globally, appear to be increasingly attracted to floating rate loans for a combination of yield and a hedge against the potential rise in interest rates. The market has also

⁽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)

felt the effects of the U.S. Federal Reserve's (the "Fed") "QE2" announcement, which lays out a rough outline for the second round of quantitative easing. While the efficacy of this most recent Fed directive action has been hotly debated, one by-product has been both clear and immediate — that of again driving investors to riskier asset classes, including leveraged loans. Reasonably good recent economic data, together with a calming of the most recent flaring of European sovereign debt contagion, has also kept interest in higher yielding investments reasonably strong.

Loan prices have held firm notwithstanding a surge in new issuance activity. As of mid-December, the full-year 2010 estimate of face value of new institutional transactions totals approximately $159 billion, up dramatically from the 2009's record low of $39 billion. The majority of these new loans have come with historically wide nominal spreads (for a given credit rating) and other yield enhancements such as LIBOR floors and discounted purchase prices. We continue to monitor the pace of new deal activity, as oversupply could pressure prices for existing loans as investors favor new loans with attractive coupons and favorable structural protections. Thus far, demand has provided a more than sufficient offset, led by retail inflows in excess of $14.8 billion since the beginning of the year (through December 15, as reported by Lipper FMI).

Default activity continued to ebb during the period. The overall Index default rate (by principal amount, as tracked by S&P/LCD) receded to a cycle low of 2.25% as of November 30, a mere shadow of the recorded high water mark of 10.81% posted just one year before. This sharp improvement stems from a potent combination of strong technical factors, improving fundamentals (issuer and economic) and the fact that many borrowers have already filed bankruptcy, leaving behind a stronger universe of survivors. Key leading default indicators (e.g., upgrade/downgrade ratios, shadow default rate and percentage of performing loans trading below 70% of par) remain generally positive, thereby pointing to a continuing moderation of default activity.

TOP TEN SENIOR LOAN ISSUERS AS OF NOVEMBER 30, 2010 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
CHS/Community Health Systems, Inc.		3.3	%		4.5	%
Cequel Communications, LLC		2.4	%		3.2	%
PBL Media		1.8	%		2.5	%
CSC Holdings, Inc.		1.7	%		2.3	%
Ford Motor Company		1.6	%		2.2	%
Texas Competitive Electric Holdings Company, LLC		1.5	%		2.1	%
Univision Communications, Inc.		1.5	%		2.0	%
HCA, Inc.		1.4	%		1.9	%
Charter Communications Operating, LLC		1.3	%		1.7	%
HdC Mezz 1 Partners, L.P.		1.2	%		1.6	%

TOP TEN INDUSTRY SECTORS AS OF NOVEMBER 30, 2010 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		13.0	%		17.7	%
North American Cable		8.6	%		11.6	%
Retail Stores		6.3	%		8.5	%
Printing & Publishing		6.3	%		8.5	%
Data and Internet Services		5.8	%		7.9	%
Chemicals, Plastics & Rubber		4.8	%		6.5	%
Utilities		4.1	%		5.6	%
Automobile		4.1	%		5.6	%
Containers, Packaging & Glass		3.7	%		4.9	%
Radio and TV Broadcasting		3.3	%		4.4	%

PORTFOLIO REVIEW

On a total return basis, the Trust benefited from substantial positions in the five leading Index contributors during the period, offset to some degree by generally underweight positions in the Index laggards. Sector positioning was largely unchanged during the quarter and proved essentially neutral to returns as compared to the Index. The use of leverage also continued to work in the Trust's favor during the period, as is typical when loan prices are stable to rising. The Trust

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

did not experience any defaults during the most recent fiscal quarter, as compared to four within the Index during the same period.

OUTLOOK

From the current vantage point, we believe the foreseeable future looks reasonably good for loan investors. Barring an external shock (always a caveat these days), we believe that the loan market's technical backdrop should remain quite healthy. Further, most broad economic indicators are now pointing to growth, albeit below the desired, job-inducing rate. Economic expansion, together with the recently enacted tax compromise in Washington (which includes a temporary reduction in payroll taxes in addition to the extension of the Bush-era tax cuts) should provide further stimulus to GDP in 2011. While downside risks still remain alive and well, at least as of this writing, most discussions about a double-dip recession in the coming year have been tabled, instead replaced with fears of inflation in the medium term. In such an environment, the loan market offers good value with a combination of yield and a natural hedge against the eventual uplift in interest rates.



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
December 17, 2010

Ratings Distribution as of November 30, 2010
Baa	4.71	%
Ba	45.04	%
B	38.31	%
Caa and below	2.75	%
Not rated*	9.19	%

Ratings distribution shows the percentage of the Trust's loan commitments (excluding cash and foreign cash) 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.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended November 30, 2010
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		14.11	%		1.66	%		2.89	%		4.04	%
Based on Market Value		18.72	%		3.19	%		5.15	%		4.67	%
S&P/LSTA Leveraged Loan Index		11.98	%		5.46	%		5.07	%		5.15	%
Credit-Suisse Leveraged Loan Index		11.44	%		3.96	%		4.25	%		4.72	%

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

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

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

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

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

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

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

INDEX DESCRIPTIONS

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

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

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTION RATES
	Prime Rate			NAV 30-day SEC Yield^(A)			Mkt. 30-Day SEC Yield^(A)			Annualized Dist. Rate @ NAV^(B)			Annualized Dist. Rate @ Mkt.^(B)
November 30, 2010		3.25	%		5.01	%		5.10	%		5.32	%		5.41	%
August 31, 2010		3.25	%		4.89	%		5.08	%		5.78	%		6.00	%
May 31, 2010		3.25	%		4.91	%		5.19	%		5.47	%		5.78	%
February 28, 2010		3.25	%		4.20	%		4.04	%		5.24	%		5.05	%

^(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 the last monthly dividend of each quarter and dividing the resulting annualized dividend amount by the Trust's net asset value (in the case of NAV) or the NYSE Composite closing price (in case of Market) at quarter-end.

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, 2010 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,193,219,620)	$	1,150,446,612
Foreign currencies at value (Cost $2,362,125)		2,362,111
Receivables:
Investment securities sold		5,604,575
Interest		5,577,466
Other		24,579
Unrealized appreciation on forward foreign currency contracts		3,683,784
Prepaid expenses		86
Total assets		1,167,699,213
LIABILITIES:
Notes payable		134,000,000
Payable for investment securities purchased		44,127,961
Accrued interest payable		7,143
Deferred arrangement fees on senior loans		89,958
Dividends payable — preferred shares		4,874
Payable to affiliates		970,461
Payable to custodian		97,044
Accrued trustees fees		8,952
Unrealized depreciation on unfunded commitments		802,681
Other accrued expenses		427,587
Total liabilities		180,536,661
Preferred shares, $25,000 stated value per share at liquidation value (5,000 shares outstanding)		125,000,000
NET ASSETS	$	862,162,552
Net assets value per common share outstanding (net assets divided by 146,953,833 shares of beneficial interest authorized and outstanding, no par value)	$	5.87
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,274,477,658
Undistributed net investment income		1,684,406
Accumulated net realized loss		(374,207,100	)
Net unrealized depreciation		(39,792,412	)
NET ASSETS	$	862,162,552

See Accompanying Notes to Financial Statements
7

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Nine Months Ended November 30, 2010 (Unaudited)

INVESTMENT INCOME:
Interest	$	40,833,987
Amendment fees earned		501,437
Other		1,384,973
Total investment income		42,720,397
EXPENSES:
Investment management fees		6,737,659
Administration fees		2,105,518
Transfer agent fees		55,697
Interest expense		2,047,541
Custody and accounting expense		413,410
Professional fees		209,744
Preferred shares — dividend disbursing agent fees		260,228
Postage expense		159,444
Trustees fees		14,316
Miscellaneous expense		239,874
Total expenses		12,243,431
Net investment income		30,476,966
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		(5,420,420	)
Forward foreign currency contracts		650,248
Foreign currency related transactions		(1,637,194	)
Net realized loss		(6,407,366	)
Net change in unrealized appreciation or depreciation on:
Investments		29,335,884
Forward foreign currency contracts		2,301,314
Foreign currency related transactions		147,787
Unfunded commitments		685,898
Net change in unrealized appreciation or depreciation		32,470,883
Net realized and unrealized gain		26,063,517
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(346,706	)
Increase in net assets resulting from operations	$	56,193,777

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Nine Months Ended November 30, 2010			Year Ended February 28, 2010
FROM OPERATIONS:
Net investment income	$	30,476,966		$	40,578,441
Net realized loss		(6,407,366	)		(79,461,767	)
Net change in unrealized appreciation or depreciation		32,470,883			362,783,607
Distributions to preferred shareholders from net investment income		(346,706	)		(534,821	)
Increase in net assets resulting from operations		56,193,777			323,365,460
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(35,224,428	)		(45,727,025	)
Decrease in net assets from distributions to common shareholders		(35,224,428	)		(45,727,025	)
CAPITAL SHARE TRANSACTIONS:
Reinvestment of distributions from common shares		392,395			193,985
Proceeds from shares sold		10,016,035			112,650
Net increase from capital share transactions		10,408,430			306,635
Net increase in net assets		31,377,779			277,945,070
NET ASSETS:
Beginning of period		830,784,773			552,839,703
End of period (including undistributed net investment income of $1,684,407 and $6,778,574 respectively)	$	862,162,552		$	830,784,773

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the Nine Months Ended November 30, 2010 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	32,015,617
Dividends paid to preferred shareholders		(347,080	)
Arrangement fee paid		(151,660	)
Other income received		2,037,671
Interest paid		(2,040,398	)
Other operating expenses paid		(10,395,324	)
Purchases of securities		(452,429,747	)
Proceeds on sale of securities		478,267,854
Net cash provided by operating activities	$	46,956,933
Cash Flows From Financing Activities:
Dividends paid to common shareholders	$	(34,832,033	)
Redemption of preferred shares		(75,000,000	)
Proceeds from shares sold		10,016,035
Net increase of notes payable		51,000,000
Net cash flows used in financing activities		(48,815,998	)
Net decrease		(1,859,065	)
Cash at beginning of period		1,859,065
Cash at end of period	$	—
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	$	56,193,777
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		(29,335,884	)
Change in unrealized appreciation or depreciation on forward foreign currency contracts		(2,301,314	)
Change in unrealized appreciation or depreciation on unfunded commitments		(685,898	)
Change in unrealized appreciation or depreciation on other assets and liablilities		(147,787	)
Accretion of discounts on investments		(7,889,754	)
Amortization of premiums on investments		182,339
Net realized loss on sale of investments and foreign currency related transactions		6,407,366
Purchases of securities		(452,429,747	)
Proceeds on sale of securities		478,267,854
Decrease in other assets		3,452
Increase in interest receivable		(1,110,955	)
Decrease in prepaid expenses		8,863
Decrease in deferred arrangement fees on senior loans		(151,660	)
Increase in accrued interest payable		7,143
Decrease in dividends payable — preferred shares		(374	)
Increase in payable to affiliates		74,037
Decrease in accrued trustees fees		(8,676	)
Decrease in other accrued expenses		(125,849	)
Total adjustments		(9,236,844	)
Net cash provided by operating activities	$	46,956,933
Non Cash Financing Activities
Reinvestment of dividends	$	392,395

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
		Net asset value, beginning of year or period		Net investment income (loss)		Net realized and unrealized gain (loss)			Distribution to Preferred Shareholders			Change in net asset value from Share offerings			Total from investment operations			Distribution to Common Shareholders from net investment income			Total distributions			Net asset value, end of year or period		Closing market price, end of year or period
Year or period ended		($)		($)		($)			($)			($)			($)			($)			($)			($)		($)
ING Prime Rate Trust
	11-30-10		5.72		0.21		0.18			(0.00	)*		—			0.39			(0.24	)		(0.24	)		5.87		5.77
	02-28-10		3.81		0.28		1.95			(0.00	)*		—			2.23			(0.32	)		(0.32	)		5.72		5.94
	02-28-09		6.11		0.46		(2.29	)		(0.06	)		—			(1.89	)		(0.41	)		(0.47	)		3.81		3.50
	02-29-08		7.65		0.75		(1.57	)		(0.16	)		—			(0.98	)		(0.56	)		(0.72	)		6.11		5.64
	02-28-07		7.59		0.71		0.06			(0.16	)		—			0.61			(0.55	)		(0.71	)		7.65		7.40
	02-28-06		7.47		0.57		0.12			(0.11	)		—			0.58			(0.46	)		(0.57	)		7.59		7.02
	02-28-05		7.34		0.45		0.16			(0.05	)		—			0.56			(0.43	)		(0.48	)		7.47		7.56
	02-29-04		6.73		0.46		0.61			(0.04	)		—			1.03			(0.42	)		(0.46	)		7.34		7.84
	02-28-03		7.20		0.50		(0.47	)		(0.05	)		—			(0.02	)		(0.45	)		(0.50	)		6.73		6.46
	02-28-02		8.09		0.74		(0.89	)		(0.11	)		—			(0.26	)		(0.63	)		(0.74	)		7.20		6.77
	02-28-01		8.95		0.88		(0.78	)		(0.06	)		(0.04	)		—			(0.86	)		(0.92	)		8.09		8.12

		Total Investment Return⁽¹⁾						Ratios to average net assets										Supplemental data
		Total Investment Return at net asset value⁽²⁾			Total Investment Return at closing market price⁽³⁾			Expenses (before interest and other fees related to revolving credit facility)⁽⁴⁾			Expenses, prior to fee waivers and/or recoupments, if any⁽⁴⁾			Expenses, net of fee waivers and/or recoupments, if any⁽⁴⁾		Net investment income (loss)⁽⁴⁾		Net assets, end of year or period		Portfolio Turnover
Year or period ended		(%)			(%)			(%)			(%)			(%)		(%)		($000's)		(%)
ING Prime Rate Trust
	11-30-10		7.04			1.32			1.61			1.92			1.92		4.79		862,163		41
	02-28-10		60.70			81.66			1.77	⁽⁶⁾		1.99	⁽⁶⁾		1.93		5.56		830,785		38
	02-28-09		(31.93	)⁽⁵⁾		(32.03	)⁽⁵⁾		1.95			3.01			3.01		7.86		552,840		10
	02-29-08		(13.28	)		(17.25	)		2.20			4.36			4.36		10.35		886,976		60
	02-28-07		8.85			13.84			2.21			4.62			4.62		9.42		1,109,539		60
	02-28-06		8.53			(0.82	)		2.33			4.27			4.27		7.71		1,100,671		81
	02-28-05		7.70			2.04			2.29			3.18			3.17		6.04		1,082,748		93
	02-29-04		15.72			28.77			2.11			2.40			2.40		6.68		1,010,325		87
	02-28-03		0.44			2.53			2.19			2.68			2.68		7.33		922,383		48
	02-28-02		(3.02	)		(9.20	)		2.25			3.64			3.64		9.79		985,982		53
	02-28-01		0.19			9.10			1.81			4.45			4.45		10.39		1,107,432		46

⁽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.

⁽⁶⁾ Includes excise tax fully reimbursed by the Investment Adviser.

^* 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
		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⁾
Year or period ended		(%)			(%)			(%)		(%)		(%)			(%)			(%)		(%)
ING Prime Rate Trust
	11-30-10		1.34			1.62			1.62		4.02		1.42			1.70			1.70		4.23
	02-28-10		1.36	⁽⁶⁾		1.52	⁽⁶⁾		1.48		4.26		1.67	⁽⁶⁾		1.87	⁽⁶⁾		1.81		5.23
	02-28-09		1.54			2.38			2.38		6.22		1.54			2.37			2.37		6.21
	02-29-08		1.54			3.05			3.05		7.23		1.60			3.17			3.17		7.53
	02-28-07		1.57			3.27			3.27		6.68		1.56			3.25			3.25		6.63
	02-28-06		1.64			3.02			3.02		5.44		1.58			2.90			2.90		5.24
	02-28-05		1.60			2.22			2.21		4.21		1.63			2.27			2.26		4.32
	02-29-04		1.45			1.65			1.65		4.57		1.84			2.09			2.09		5.82
	02-28-03		1.49			1.81			1.81		4.97		1.82			2.23			2.23		6.10
	02-28-02		1.57			2.54			2.54		6.83		1.66			2.70			2.70		7.24
	02-28-01		1.62			3.97			3.97		9.28		1.31			3.21			3.21		7.50

		Supplemental data
		Preferred Shares — Aggregate amount outstanding		Liquidation and market value per share of Preferred Shares		Asset coverage inclusive of Preferred Shares and debt per share^(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
	11-30-10		125,000		25,000		108,225		134,000		8,367		110,545		146,954
	02-28-10		200,000		25,000		98,400		83,000		13,419		46,416		145,210
	02-28-09		225,000		25,000		70,175		81,000		10,603		227,891		145,178
	02-29-08		450,000		25,000		53,125		338,000		4,956		391,475		145,094
	02-28-07		450,000		25,000		62,925		281,000		6,550		459,982		145,033
	02-28-06		450,000		25,000		55,050		465,000		4,335		509,178		145,033
	02-28-05		450,000		25,000		53,600		496,000		4,090		414,889		145,033
	02-29-04		450,000		25,000		62,425		225,000		7,490		143,194		137,638
	02-28-03		450,000		25,000		62,375		167,000		9,218		190,671		136,973
	02-28-02		450,000		25,000		58,675		282,000		6,092		365,126		136,973
	02-28-01		450,000		25,000		53,825		510,000		4,054		450,197		136,847

(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 any add-back for the borrowings.

(b) Asset coverage ratios, for periods prior to fiscal 2009, 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 for periods subsequent to fiscal 2008, is presented to represent the coverage available to each $1,000 of borrowings before consideration of any preferred shares liquidation price, 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.

See Accompanying Notes to Financial Statements
12

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (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. All Senior loans and other securities are recorded at their estimated fair value, as described below. 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 dealers in loans by 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, 2010, 98.5% 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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

future prospects; (iv) information relating to the market for the loan, 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 of sufficient credit quality maturing in 60 days or less from the date of acquisition are valued at amortized cost which approximates fair 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 date. 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. Short-term securities of sufficient credit quality which are valued at amortized cost, which approximates fair value, 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 period ended November 30, 2010, there have been no significant changes to the fair valuation methodologies.

B. 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.

C. 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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

(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.

D. 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 period ended November 30, 2010, the Trust had an average quarterly contract amount on forward foreign currency contracts to sell of $116,560,748.

E. Federal Income Taxes. It is the policy of the Trust to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, a federal income tax or excise tax provision is not 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 shall be made until the capital loss carryforwards have been fully utilized or expire.

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 period ended November 30, 2010, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $469,868,752 and $463,819,762, respectively. At November 30, 2010, the Trust held senior loans valued at $1,131,637,287 representing 98.4% of its total investments. The fair value of these assets is established as set forth in Note 2.

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

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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 3 — INVESTMENTS (continued)

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
Ascend Media (Residual Interest)	01/05/10		—
Block Vision Holdings Corporation (719 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		—
Enterprise Profit Solutions (Liquidation Interest)	10/21/02		—
Euro United Corporation (Residual Interest in Bankruptcy Estate)	06/21/02		100
Ferretti SPA (Warrants for 0.111% Participation Interest)	09/30/09		—
Gainey Corporation (Residual Interest)	12/31/09		—
Grand Union Company (Residual Interest in Bankruptcy Estate)	07/01/02		2,576
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		—
Supermedia, Inc. (39,592 Common Shares)	01/05/10		—
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		40,230
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total Restricted Securities (fair value $452,546 was 0.05% of net assets at November 30, 2010)		$	52,824

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

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

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

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.

ING Groep has adopted a formal restructuring plan that was approved by the European Commission in November 2009 under which the ING life insurance businesses, including the retirement services and investment management businesses, which include the Investment Adviser and its affiliates, would be divested by ING Groep by the end of 2013. While there can be no assurance that it will be carried out, the restructuring plan presents certain risks, including uncertainty about the effect on the businesses of the ING entities that service the Trust and potential termination of the Trust's existing advisory agreement, which may trigger the need for shareholder approval of new agreements.

NOTE 5 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At November 30, 2010, 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
$	739,399			$	231,062			$	970,461

The Trust has adopted a Deferred Compensation Plan (the "Plan"), which allows eligible non-affiliated trustees as described in the Plan to defer the receipt of all or a portion of the trustees fees payable. Amounts deferred are treated as though invested in various "notional" funds advised by ING Investments until distribution in accordance with the Plan.

NOTE 6 — COMMITMENTS

The Trust has entered into a $275 million 364-day revolving credit agreement which matures August 17, 2011, 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, 2010, was $134 million. Weighted average interest rate on outstanding borrowings was 1.65%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 11.48% of total assets at November 30, 2010. Average borrowings for the period ended November 30, 2010 were $110,545,455 and the average annualized interest rate was 2.46% excluding other fees related to the unused portion of the facilities, and other fees.

As of November 30, 2010, 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
Serpering Investments B.V. (Casema NV)		214,286
Valeant Pharmaceuticals International		2,000,000
	$	12,647,619

The unrealized depreciation on these commitments of $802,681 as of November 30, 2010 is reported as such on the Statement of Assets and Liabilities.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of November 30, 2010, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date	Shares Registered		Shares Remaining
8/17/09		25,000,000		24,980,237
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. Historically, Preferred Shares paid 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, the Trust has not received sufficient hold orders or any purchase requests for its preferred shares during their weekly auctions that equaled the full amount of such shares. As a result, under the terms of the preferred shares, the amounts sold, if any, by each selling shareholder are reduced pro rata or to zero. In addition, the dividend rate on such preferred shares, which is normally set by means of a Dutch auction procedure, automatically reset to the maximum rate permitted under the preferred shares program. That maximum rate is 150% of the applicable commercial paper base rate on the day of the auction. While it is possible that the dividend rate for the preferred shares will be set by means of an auction at some future time, there is no current expectation that this will be the case.

On June 9, 2008, the Trust announced the approval by the Board of a partial redemption of its outstanding preferred shares. The Trust subsequently redeemed approximately $225 million of the $450 million of its outstanding preferred shares. Additionally, on November 12, 2009, the Board approved a redemption of up to $100 million preferred shares to be redeemed on a quarterly basis in the amount of up to $25 million per quarter beginning January 2010 through December 2010.

As of November 30, 2010, pursuant to the November 2009 announcement, the first four redemptions of $25 million each occurred. The preferred shares were redeemed using proceeds available through the Trust's existing bank loan facility and with cash held by the Trust. Redemption costs and the ongoing costs of obtaining leverage through a bank loan facility may reduce returns to common shares and may be higher or lower than the costs of leverage obtained through the preferred shares. The Trust will continue to 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. There can be no assurance that any means for liquidity will be identified, and if they are, it is possible that the Trust's leverage or its benefits from leverage will diminish.

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 period ended November 30, 2010.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

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, 2010, the Trust held 1.0% 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, 2010		Year Ended February 28, 2010
Number of Shares
Reinvestment of distributions from common shares		66,580		34,032
Proceeds from shares sold		1,677,409		19,763
Net increase in shares outstanding		1,743,989		53,795
Dollar Amount ($)
Reinvestment of distributions from common shares	$	392,395	$	193,985
Proceeds from shares sold		10,016,035		112,650
Net increase	$	10,408,430	$	306,635

NOTE 11 — FEDERAL INCOME TAXES

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, 2010		Year Ended February 28, 2010
Ordinary Income		Ordinary Income
$	35,571,134	$	46,261,846

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

NOTE 11 — FEDERAL INCOME TAXES (continued)

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, 2010 were:

Undistributed Ordinary Income		Unrealized Depreciation			Post-October Capital Losses Deferred			Capital Loss Carryforwards			Expiration Dates
$	8,166,292	$	(74,816,431	)	$	(21,497,833	)	$	(97,064,717	)		2011
									(57,686,392	)		2012
									(22,421,058	)		2013
									(560,828	)		2014
									(41,585,301	)		2017
									(125,812,939	)		2018
								$	(345,131,235	)

The Trust's major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2006.

As of November 30, 2010, no provision for income tax is required in the Trust's financial statements as a result of tax positions taken on federal and state 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

Subsequent to November 30, 2010, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share
Amount

Declaration
Date

Record Date

Payable Date

0.0255

11/30/10

12/10/10

12/22/10

0.0255

12/21/10

12/31/10

1/12/11

Subsequent to November 30, 2010, 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	$	9.71	12/06/10 — 01/14/11	12/13/11 — 01/24/11	12/14/10 — 01/25/11		0.29	%
Series T	$	9.49	12/07/10 — 01/18/11	12/14/10 — 01/25/11	12/15/10 — 01/26/11		0.28	%
Series W	$	9.78	12/01/10 — 01/12/11	12/08/10 — 01/19/11	12/09/10 — 01/20/11		0.29	%
Series Th	$	9.66	12/02/10 — 01/13/11	12/09/10 — 01/20/11	12/10/10 — 01/21/11		0.28	%
Series F	$	9.63	12/03/10 — 01/14/11	12/10/10 — 01/21/11	12/13/10 — 01/24/11		0.28	%

Subsequent to November 30, 2010, the fourth quarterly redemption of preferred shares took place and is itemized below:

Preferred Shares	Total Shares Redeemed		Total Liquidation Preference		Redemption Date
Series F		200	$	5,000,000	01/10/11
Series M		200	$	5,000,000	01/11/11
Series T		200	$	5,000,000	01/12/11
Series W		200	$	5,000,000	01/13/11
Series Th		200	$	5,000,000	01/14/11
Totals		1,000	$	25,000,000

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2010 (Unaudited) (continued)

Subsequent to November 30, 2010, the Board of Trustees approved a continuance of the redemption of the ARPS through a series of periodic redemptions of up to $25 million each, the next of which is expected to occur in January 2011, subject to satisfying the notice and other requirements that apply to ARPS redemptions. Upon completion of such notice and other requirements, the Trust will issue a formal redemption notice to the paying agent and record holders. The amount and timing of redemptions of ARPS will be at the discretion of the Trust's management, subject to market conditions and investment considerations.

The Trust has evaluated events occurring after the Statement of Assets and Liabilities date (subsequent events) 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, 2010 (Unaudited)

Senior Loans*: 131.2%

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Aerospace & Defense: 1.9%

Delta Airlines, Inc.

Ba2

BB-

495,000

Term Loan, 8.750%,
maturing September 27, 2013

501,099

Delta Airlines, Inc.

6,316,506

Term Loan, 3.539%,
maturing April 30, 2014

6,107,272

Forgings International, Ltd.

1,500,000

Term Loan, 4.789%,
maturing December 18, 2015

1,368,750

1,500,000

Term Loan, 5.289%,
maturing December 20, 2016

1,368,750

Transdigm, Inc.

Ba2

BB-

1,500,000

Term Loan, 2.267%, maturing June 23, 2013

1,493,063

Triumph Group, Inc.

Baa3

BB+

798,000

Term Loan, 4.500%, maturing June 16, 2016

803,736

United Airlines, Inc.

Ba3

BB-

4,016,895

Term Loan, 2.313%,
maturing February 03, 2014

3,841,875

Wesco Aircraft Hardware Corporation

Ba3

BB-

1,294,914

Term Loan, 2.510%,
maturing September 30, 2013

1,293,835

16,778,380

Automobile: 5.6%

Avis Budget Car Rental, LLC

Ba2

3,191,939

Term Loan, 5.750%, maturing April 19, 2014

3,208,297

Dana Corporation

BB-

3,380,767

)

Term Loan, 4.532%, maturing January 30, 2015

3,390,727

Dollar Thrifty Automotive Group, Inc.

B-

3,275,801

Term Loan, 2.756%, maturing June 15, 2014

3,259,422

Federal-Mogul Corporation

Ba3

B+

4,628,344

)

Term Loan, 2.188%,
maturing December 29, 2014

4,186,721

2,361,400

)

Term Loan, 2.188%,
maturing December 28, 2015

2,136,082

Ford Motor Company

Baa3

4,974,912

)

Term Loan, 3.028%,
maturing December 16, 2013

4,929,830

14,429,415

Term Loan, 3.038%,
maturing December 16, 2013

14,311,094

KAR Holdings, Inc.

Ba3

B+

5,337,738

Term Loan, 3.010%,
maturing October 18, 2013

5,315,218

Metaldyne Company, LLC

B+

1,500,000

Term Loan, 7.750%,
maturing October 28, 2016

1,518,750

See Accompanying Notes to Financial Statements
23

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Automobile: (continued)

Pinafore, Inc.

Ba2

1,000,000

Term Loan, 6.500%,
maturing September 29, 2015

1,002,656

4,048,780

Term Loan, 6.750%,
maturing September 29, 2016

4,103,504

United Components, Inc.

Ba3

500,000

Term Loan, 6.250%, maturing March 23, 2017

505,875

47,868,176

Beverage, Food & Tobacco: 3.6%

ARAMARK Corporation

Ba3

1,902,845

Term Loan, 2.164%,
maturing January 26, 2014

1,750,618

3,147,614

Term Loan, 2.164%,
maturing January 27, 2014

3,112,203

632,780

Term Loan, 2.281%,
maturing January 27, 2014

625,661

456,754

Term Loan, 3.506%, maturing July 26, 2016

456,004

6,945,247

Term Loan, 3.539%, maturing July 26, 2016

6,933,850

Bolthouse Farms, Inc.

985,909

Term Loan, 5.500%,
maturing February 11, 2016

990,634

Green Mountain Coffee Roasters, Inc.

Ba3

B+

1,000,000

)

Term Loan, maturing November 23, 2016

1,006,875

Iglo Birds Eye

BB-

EUR

2,125,000

Term Loan, 5.546%, maturing April 30, 2016

2,769,249

Michael Foods, Inc.

BB-

997,500

Term Loan, 6.250%, maturing June 29, 2016

1,009,969

Pinnacle Foods Holding Corporation

Ba3

B+

7,423,092

Term Loan, 2.761%, maturing April 02, 2014

7,249,116

United Biscuits Holdco, Ltd.

GBP

2,724,251

Term Loan, 3.081%,
maturing December 15, 2014

4,043,971

Van Houtte Inc.

Ba3

BB-

1,243,952

Term Loan, 2.789%, maturing July 19, 2014

1,233,067

169,630

Term Loan, 2.789%, maturing July 19, 2014

168,146

31,349,363

Buildings & Real Estate: 1.7%

Armstrong World Industries, Inc.

BB-

2,250,000

)

Term Loan, maturing May 23, 2017

2,267,813

Capital Automotive, L.P.

Ba3

2,951,361

Term Loan, 2.760%,
maturing December 14, 2012

2,932,915

CB Richard Ellis

Ba1

1,500,000

Term Loan, 3.503%,
maturing November 06, 2016

1,502,501

Contech Construction Products, Inc.

1,001,485

Term Loan, 5.250%,
maturing January 31, 2013

842,082

See Accompanying Notes to Financial Statements
24

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Buildings & Real Estate: (continued)

Custom Building Products, Inc.

B+

991,780

Term Loan, 5.750%, maturing March 19, 2015

996,739

Goodman Global, Inc.

B+

3,200,000

)

Term Loan, 5.750%,
maturing October 28, 2016

3,231,405

John Maneely Company

2,278,214

Term Loan, 3.539%,
maturing December 09, 2013

2,227,352

KCPC Acquisition, Inc.

Ba3

CCC

189,655

Term Loan, 2.563%, maturing May 22, 2014

154,569

519,560

Term Loan, 2.563%, maturing May 22, 2014

423,441

14,578,817

Cargo Transport: 1.0%

Baker Tanks, Inc.

1,194,486

Term Loan, 4.787%, maturing May 08, 2014

1,177,564

Ceva Group, PLC

989,770

Term Loan, 3.256%,
maturing November 04, 2013

940,281

1,851,871

Term Loan, 3.256%,
maturing November 04, 2013

1,759,278

723,070

Term Loan, 3.880%,
maturing November 04, 2013

669,744

Dockwise Transport, N.V.

594,840

Term Loan, 2.039%,
maturing January 11, 2015

552,829

725,864

Term Loan, 2.039%, maturing April 10, 2015

674,600

594,840

Term Loan, 2.914%,
maturing January 11, 2016

552,829

609,882

Term Loan, 2.914%, maturing April 10, 2016

566,809

Inmar, Inc.

745,328

Term Loan, 2.510%, maturing April 29, 2013

719,241

US Shipping Partners, L.P.

B-

1,073,382

Term Loan, 9.200%,
maturing November 12, 2013

816,441

8,429,616

Cellular: 0.2%

NTELOS, Inc.

Ba3

1,488,745

Term Loan, 5.750%,
maturing August 07, 2015

1,498,050

1,498,050

Chemicals, Plastics & Rubber: 6.5%

AZ Chem US, Inc.

B+

600,000

)

Term Loan, maturing November 18, 2016

604,875

Brenntag Holding GmbH & Co. KG

Ba2

BBB-

3,542,098

Term Loan, 3.764%,
maturing January 20, 2014

3,564,236

695,099

Term Loan, 3.781%,
maturing January 20, 2014

697,705

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Chemicals, Plastics & Rubber: (continued)*
				Celanese U.S Holdings, LLC	Ba2	BB+
$	3,200,000			Term Loan, 1.761%, maturing April 02, 2014			$	3,190,000
				Chemtura Corporation	Ba1	NR
	765,000			Term Loan, 5.500%, maturing August 27, 2016				771,375
				Cristal Inorganic Chemicals, Inc.	Ba3	BB-
	2,561,926			Term Loan, 2.539%, maturing May 15, 2014				2,508,554
				Cristal Inorganic Chemicals, Inc.	B3	B-
	1,000,000			Term Loan, 6.039%, maturing November 18, 2014				986,250
				General Chemical Corporation	B1	B
	1,125,000			Term Loan, 6.750%, maturing October 06, 2015				1,135,688
				Hexion Specialty Chemicals, Inc.	Ba3	B-
	1,140,000			Term Loan, 2.499%, maturing May 05, 2013				1,040,250
	2,940,997			Term Loan, 4.063%, maturing May 05, 2015				2,866,002
	967,500			Term Loan, 4.063%, maturing May 05, 2015				938,475
	1,170,867			Term Loan, 4.063%, maturing May 05, 2015				1,147,450
	1,307,796			Term Loan, 4.063%, maturing May 05, 2015				1,274,447
				Huntsman International, LLC	Ba2	BB-
	5,606,098			Term Loan, 2.515%, maturing June 30, 2016				5,507,973
				Ineos US Finance, LLC	B1	B
	282,828			Term Loan, 7.001%, maturing December 14, 2012				289,898
EUR	865,735			Term Loan, 7.501%, maturing December 16, 2013				1,127,923
$	1,864,962			Term Loan, 7.501%, maturing December 16, 2013				1,895,267
EUR	989,691			Term Loan, 8.001%, maturing December 16, 2014				1,289,419
$	2,171,244			Term Loan, 8.001%, maturing December 16, 2014				2,206,527
				ISP Chemco, Inc.	Ba3	BB
	3,386,250			Term Loan, 1.813%, maturing June 04, 2014				3,323,818
				JohnsonDiversey, Inc.	Ba2	BB-
	1,879,866			Term Loan, 5.500%, maturing November 24, 2015				1,895,140
				Kraton Polymers, LLC	Ba3	BB
	1,350,084			Term Loan, 2.313%, maturing May 13, 2013				1,329,412
				Lyondell Chemical Company	Ba2	BB
	748,125			Term Loan, 5.500%, maturing April 08, 2016				750,532
				MacDermid, Inc.	B2	B+
EUR	1,633,459			Term Loan, 3.005%, maturing April 11, 2014				1,973,562
$	2,400,273			Term Loan, 2.253%, maturing April 12, 2014				2,286,260
				Nalco Company	Ba1	BB+
	1,000,000			Term Loan, 4.500%, maturing October 05, 2017				1,009,375
				Omnova Solutions, Inc.	Ba2	B+
	1,300,000	(5	)	Term Loan, maturing April 12, 2017				1,311,375

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Chemicals, Plastics & Rubber: (continued)

Polypore, Inc.

Ba2

BB-

3,151,395

Term Loan, 2.260%, maturing July 03, 2014

3,094,275

Rockwood Specialties Group, Inc.

Ba2

BB+

1,500,473

Term Loan, 6.000%, maturing May 15, 2014

1,512,039

Solutia, Inc.

Ba1

BB-

1,174,779

Term Loan, 4.500%,
maturing March 17, 2017

1,183,224

Styron, Inc.

B+

3,406,875

Term Loan, 7.500%, maturing June 17, 2016

3,462,237

56,173,563

Containers, Packaging & Glass: 4.9%

Berry Plastics Corporation

4,772,280

Term Loan, 2.284%, maturing April 03, 2015

4,495,192

Bway Holding Corporation

Ba3

912,000

Term Loan, 5.522%, maturing June 16, 2017

919,410

85,500

Term Loan, 5.560%, maturing June 16, 2017

86,195

Graham Packaging Company, L.P.

B+

7,710,170

Term Loan, 6.750%, maturing April 05, 2014

7,787,272

Graphic Packaging International, Inc.

Ba3

BB+

4,298,853

Term Loan, 2.288%, maturing May 16, 2014

4,237,328

KLEOPATRA LUX 2 S.À. R.L

2,917,598

Term Loan, 3.242%,
maturing January 03, 2016

2,445,918

Pro Mach, Inc.

2,298,719

Term Loan, 2.510%,
maturing December 14, 2011

2,137,809

Reynolds Group Holdings, Ltd.

BB-

1,481,309

Term Loan, 6.750%, maturing May 05, 2016

1,497,202

Reynolds Group Holdings, Ltd.

Ba3

2,981,250

Term Loan, 6.250%, maturing May 05, 2016

3,008,579

4,100,000

Term Loan, 6.500%, maturing May 05, 2016

4,138,142

Smurfit-Stone Container Corporation

BB+

3,885,263

Term Loan, 6.750%, maturing July 15, 2016

3,940,608

Xerium Technologies, Inc.

Ba3

BB-

1,347,474

Term Loan, 6.500%,
maturing November 25, 2014

1,349,158

137,031

Term Loan, 6.500%,
maturing November 25, 2014

137,203

365,417

Term Loan, 6.500%,
maturing November 25, 2014

365,873

319,740

Term Loan, 6.500%,
maturing November 25, 2014

320,139

570,964

Term Loan, 6.500%,
maturing November 25, 2014

571,677

Xerium Technologies, Inc.

B+

5,418,458

Term Loan, 8.250%, maturing May 25, 2015

5,228,812

42,666,517

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Data and Internet Services: 7.9%

Activant Solutions, Inc.

84,525

Term Loan, 2.813%, maturing May 01, 2013

83,362

2,575,953

Term Loan, 4.813%, maturing May 02, 2013

2,540,533

Amadeus IT Group, S.A.

EUR

1,268,581

Term Loan, 4.314%, maturing July 01, 2013

1,611,986

EUR

1,268,581

Term Loan, 4.814%, maturing July 01, 2014

1,611,986

Aspect Software, Inc.

Ba3

B+

1,243,750

Term Loan, 6.250%, maturing April 19, 2016

1,241,677

Audatex North America, Inc.

Ba2

1,060,471

Term Loan, 2.063%, maturing May 16, 2014

1,049,867

AutoTrader.com, Inc.

Ba3

BB+

1,350,000

Term Loan, 6.000%, maturing June 14, 2016

1,357,594

Carlson Wagonlit Holdings, B.V.

B-

3,654,102

Term Loan, 4.038%,
maturing August 04, 2014

3,464,546

Dealer Computer Services, Inc.

Ba3

BB-

5,057,967

Term Loan, 5.250%, maturing April 21, 2017

5,075,670

Fifth Third Processing Solutions

Ba3

BB-

1,200,000

Term Loan, 5.500%,
maturing November 01, 2016

1,208,100

First American Payment Systems

B+

2,250,000

Term Loan, 6.750%,
maturing October 04, 2016

2,250,000

First Data Corporation

B+

3,438,770

Term Loan, 3.003%,
maturing September 24, 2014

3,108,373

2,861,843

Term Loan, 3.003%,
maturing September 24, 2014

2,586,227

7,758,322

Term Loan, 3.003%,
maturing September 24, 2014

7,025,245

Information Solutions Company

Ba2

BB+

623,438

Term Loan, 4.750%, maturing April 12, 2016

627,724

Orbitz Worldwide, Inc.

B+

3,159,183

Term Loan, 3.275%, maturing July 25, 2014

3,001,224

Sabre, Inc.

11,849,782

Term Loan, 2.268%,
maturing September 30, 2014

11,112,132

SAVVIS Communications Corporation

2,000,000

Term Loan, 6.750%,
maturing August 04, 2016

2,026,000

Ship US Bidco, Inc.

Ba2

1,900,000

)

Term Loan, maturing October 15, 2017

1,911,875

Sungard Data Systems, Inc.

Ba3

247,164

Term Loan, 2.003%,
maturing February 28, 2014

241,602

1,467,544

Term Loan, 6.750%,
maturing February 28, 2014

1,477,021

6,687,515

Term Loan, 3.910%,
maturing February 26, 2016

6,639,452

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Data and Internet Services: (continued)*
				Trans Union, LLC	Ba3	BB-
$	3,411,450			Term Loan, 6.750%, maturing June 15, 2017			$	3,460,063
				Transfirst Holdings, Inc.	B2	B
	1,989,717			Term Loan, 3.040%, maturing June 15, 2014				1,828,053
				Travelport, Inc.	Ba3	B
	136,295			Term Loan, 4.789%, maturing August 21, 2015				131,320
	967,500			Term Loan, 4.962%, maturing August 21, 2015				932,186
	598,833			Term Loan, 4.963%, maturing August 21, 2015				576,976
								68,180,794
*Diversified / Conglomerate Manufacturing: 2.6%*
				Brand Services, Inc.	B1	B
	2,633,981			Term Loan, 2.563%, maturing February 07, 2014				2,522,037
	1,152,204			Term Loan, 3.563%, maturing February 07, 2014				1,116,197
				Clopay Ames True Temper Holding Corporation	B1	BB+
	1,700,000			Term Loan, 7.750%, maturing September 28, 2016				1,712,750
				Dresser, Inc.	B2	B+
	4,813,677			Term Loan, 2.534%, maturing May 04, 2014				4,797,132
				Edwards (Cayman Islands II), Ltd.	B3	B+
	1,905,276			Term Loan, 2.294%, maturing May 31, 2014				1,846,927
				EPD, Inc.	NR	NR
	175,869			Term Loan, 2.760%, maturing July 31, 2014				153,373
	1,227,921			Term Loan, 2.760%, maturing July 31, 2014				1,070,849
				Ferretti S.P.A.	NR	NR
EUR	385,205	(3	)	Term Loan, 3.472%, maturing January 31, 2015				258,073
EUR	385,868	(3	)	Term Loan, 3.972%, maturing January 31, 2016				258,517
EUR	65,586	(3	)	Term Loan, 6.627%, maturing January 31, 2017				40,528
				Manitowoc Company, Inc. (The)	Ba2	BB
$	622,541			Term Loan, 5.313%, maturing November 06, 2013				626,951
	449,706			Term Loan, 8.000%, maturing November 06, 2014				456,227
				Rexnord Corporation / RBS Global, Inc.	Ba3	BB-
	943,967			Term Loan, 2.563%, maturing July 19, 2013				929,217
	1,000,000			Term Loan, 2.813%, maturing July 19, 2013				984,375
				Sensata Technologies, B.V.	B1	BB
	5,008,613			Term Loan, 2.038%, maturing April 26, 2013				4,858,355
				Sensus Metering Systems, Inc.	Ba2	NR
	349,386			Term Loan, 2.272%, maturing December 17, 2010				350,696
								21,982,204

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Diversified / Conglomerate Service: 3.9%

Affinion Group, Inc.

Ba2

BB-

2,487,500

Term Loan, 5.000%,
maturing October 10, 2016

2,477,135

AlixPartners, LLP

Ba3

2,574,688

Term Loan, 2.299%,
maturing October 12, 2013

2,536,067

Brock Holdings, Inc.

1,492,977

Term Loan, 2.806%,
maturing February 26, 2014

1,407,130

Catalina Marketing Corporation

Ba2

BB-

4,207,737

Term Loan, 3.006%,
maturing October 01, 2014

4,130,159

Coach America Holdings, Inc.

1,250,997

Term Loan, 3.040%, maturing April 18, 2014

1,007,053

267,307

Term Loan, 3.040%, maturing April 20, 2014

215,182

Fidelity National Information Services, Inc.

Ba1

BBB-

3,300,000

Term Loan, 5.250%, maturing July 18, 2016

3,340,943

ISS Holding A/S

EUR

424,609

Term Loan, 2.879%,
maturing December 31, 2013

533,501

EUR

227,055

Term Loan, 2.879%,
maturing December 31, 2013

285,284

EUR

3,032,921

Term Loan, 2.879%,
maturing December 31, 2013

3,810,719

EUR

42,895

Term Loan, 2.879%,
maturing December 31, 2013

53,895

EUR

240,402

Term Loan, 2.879%,
maturing December 31, 2013

302,053

EUR

32,118

Term Loan, 2.879%,
maturing December 31, 2013

40,354

ISTA International GmbH

EUR

1,617,426

Term Loan, 3.036%, maturing May 14, 2015

1,881,424

EUR

377,847

Term Loan, 3.036%, maturing May 14, 2015

439,520

ServiceMaster Company

B+

270,951

Term Loan, 2.760%, maturing July 24, 2014

257,048

2,720,801

Term Loan, 2.771%, maturing July 24, 2014

2,581,191

Valleycrest Companies, LLC

CCC+

1,665,107

Term Loan, 2.290%,
maturing March 12, 2014

1,558,956

Vertafore, Inc.

B+

748,125

Term Loan, 6.750%, maturing July 29, 2016

752,240

West Corporation

Ba3

BB-

940,091

Term Loan, 2.631%,
maturing October 24, 2013

930,837

2,309,581

Term Loan, 4.506%, maturing July 15, 2016

2,315,355

2,607,827

Term Loan, 4.509%, maturing July 15, 2016

2,609,681

33,465,727

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Diversified Natural Resources, Precious Metals & Minerals: 0.9%

Georgia Pacific, LLC

Ba1

BBB+

4,347,379

Term Loan, 2.292%,
maturing December 21, 2012

4,347,380

3,808,054

Term Loan, 3.541%,
maturing December 23, 2014

3,822,631

8,170,011

Ecological: 0.1%

Synagro Technologies, Inc.

CCC+

870,750

Term Loan, 2.260%, maturing April 02, 2014

774,967

Synagro Technologies, Inc.

Caa3

CCC-

485,000

Term Loan, 5.010%,
maturing October 02, 2014

401,338

1,176,305

Electronics: 2.0%

Aeroflex, Inc.

Ba2

BB-

945,529

Term Loan, 4.313%,
maturing August 15, 2014

934,892

Brocade Communications Systems, Inc.

Ba2

BBB-

661,136

Term Loan, 7.000%,
maturing October 07, 2013

669,400

FCI International, S.A.S.

311,229

Term Loan, 2.790%,
maturing September 30, 2012

303,448

284,586

Term Loan, 2.790%, maturing
September 30, 2012

276,048

Freescale Semiconductor, Inc.

B-

6,311,820

Term Loan, 4.508%,
maturing December 01, 2016

5,958,971

Infor Enterprise Solutions Holdings, Inc.

B+

483,750

Term Loan, 5.010%, maturing July 28, 2015

452,306

EUR

721,875

Term Loan, 5.753%, maturing July 28, 2015

878,046

901

Term Loan, 6.010%, maturing July 28, 2015

854

23,557

Term Loan, 6.010%, maturing July 28, 2015

22,214

Infor Enterprise Solutions Holdings, Inc.

Caa2

CCC+

EUR

500,000

Term Loan, 7.046%,
maturing March 02, 2014

461,819

Intersil Corporation

Ba2

BB+

498,750

Term Loan, 4.750%, maturing April 27, 2016

502,491

Kronos, Inc.

Ba3

B+

3,097,851

Term Loan, 2.039%, maturing June 11, 2014

3,029,442

Microsemi Corporation

Ba1

BB+

1,800,000

)

Term Loan, maturing November 02, 2017

1,818,751

Redprairie Corporation

B+

995,000

Term Loan, 6.000%,
maturing March 24, 2016

998,731

Spansion, LLC

BB-

1,048,958

Term Loan, 6.500%, maturing
January 08, 2015

1,062,070

17,369,483

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Finance: 2.8%*
				Interactive Data Corporation	Ba3	B+
$	4,987,500			Term Loan, 6.750%, maturing January 27, 2017			$	5,069,046
				LPL Holdings, Inc.	Ba3	B+
	1,746,666			Term Loan, 2.039%, maturing June 28, 2013				1,745,938
	5,498,006			Term Loan, 4.250%, maturing June 25, 2015				5,532,368
	1,990,000			Term Loan, 5.250%, maturing June 28, 2017				2,014,875
				MSCI, Inc.	Ba2	BB+
	4,973,753			Term Loan, 4.750%, maturing June 01, 2016				5,004,839
				Nuveen Investments, Inc.	B3	B
	4,893,540			Term Loan, 3.289%, maturing November 13, 2014				4,579,649
								23,946,715
*Gaming: 3.1%*
				Cannery Casino Resorts, LLC	B3	B
	456,265			Term Loan, 4.503%, maturing May 17, 2013				432,596
	377,290			Term Loan, 4.503%, maturing May 20, 2013				357,718
		(2	)	Fontainebleau Las Vegas, LLC	NR	NR
	1,070,339	(3	)	Term Loan, 6.000%, maturing June 06, 2014				216,744
	535,170	(3	)	Term Loan, 6.000%, maturing June 06, 2014				108,372
				Golden Nugget, Inc.	Caa3	CC
	1,220,871			Term Loan, 3.260%, maturing June 30, 2014				991,958
	2,144,742			Term Loan, 3.260%, maturing June 30, 2014				1,742,603
		(2	)	Green Valley Ranch Gaming, LLC	C	NR
	750,000	(3	)	Term Loan, 3.507%, maturing August 16, 2014				24,531
				Harrahs Operating Company, Inc.	Caa1	B
	2,415,817			Term Loan, 3.288%, maturing January 28, 2015				2,117,196
	2,249,697			Term Loan, 3.288%, maturing January 28, 2015				1,975,094
	3,166,830			Term Loan, 3.288%, maturing January 28, 2015				2,775,926
	1,543,889			Term Loan, 9.500%, maturing October 31, 2016				1,600,434
				Isle Of Capri Casinos, Inc.	B1	B+
	840,277			Term Loan, 5.000%, maturing November 25, 2013				832,819
	2,973,826			Term Loan, 5.000%, maturing November 25, 2013				2,947,434
	1,189,531			Term Loan, 5.000%, maturing November 25, 2013				1,178,974
				Las Vegas Sands, LLC	B1	BB-
	1,026,170			Term Loan, 3.030%, maturing November 23, 2016				964,360
	4,062,797			Term Loan, 3.030%, maturing November 23, 2016				3,823,156

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Gaming: (continued)

Seminole Tribe Of Florida

Ba1

BBB-

16,314

Term Loan, 1.813%, maturing March 05, 2014

15,886

VML US Finance, LLC

BB-

865,858

Term Loan, 4.800%, maturing May 25, 2012

867,660

1,592,817

Term Loan, 4.800%, maturing May 27, 2013

1,596,132

2,117,891

Term Loan, 4.800%, maturing May 27, 2013

2,122,657

26,692,250

Healthcare, Education and Childcare: 17.7%

Bausch & Lomb, Inc.

BB-

381,916

Term Loan, 3.506%, maturing April 24, 2015

376,274

1,574,899

Term Loan, 3.527%, maturing April 24, 2015

1,551,633

Biomet, Inc.

BB-

5,918,653

Term Loan, 3.281%, maturing March 25, 2015

5,870,552

Bright Horizons Family Solutions, Inc.

Ba2

BB-

460,000

Term Loan, 7.500%, maturing May 28, 2015

462,300

Catalent Pharma Solutions, Inc.

Ba3

BB-

6,364,000

Term Loan, 2.506%, maturing April 10, 2014

6,024,589

CHG Medical Staffing, Inc.

Ba3

B+

2,000,000

Term Loan, 7.250%,
maturing October 05, 2016

2,021,250

CHS/Community Health Systems, Inc.

Ba3

1,922,625

Term Loan, 2.544%, maturing July 25, 2014

1,882,249

37,438,007

Term Loan, 2.544%, maturing July 25, 2014

36,651,809

Concentra Operating Corporation

Ba3

B+

1,883,055

Term Loan, 2.540%, maturing June 25, 2014

1,873,639

CRC Health Corporation

B+

902,331

Term Loan, 2.539%,
maturing February 06, 2013

866,238

944,252

Term Loan, 2.539%,
maturing February 06, 2013

906,482

Davita, Inc.

Ba2

1,250,000

Term Loan, 4.500%,
maturing October 20, 2016

1,256,505

Emdeon Business Services, LLC

Ba3

2,253,932

Term Loan, 2.260%,
maturing November 16, 2013

2,218,012

538,462

Term Loan, 4.500%,
maturing November 18, 2013

541,042

EMSC, L.P.

Baa3

BB+

1,975,000

Term Loan, 3.253%, maturing April 08, 2015

1,972,531

Gambro Holding AB

1,670,984

Term Loan, 2.534%, maturing June 05, 2014

1,551,229

SEK

2,146,343

Term Loan, 3.735%, maturing June 05, 2014

283,845

SEK

2,111,070

Term Loan, 3.735%, maturing June 05, 2014

279,180

1,670,984

Term Loan, 3.284%, maturing June 05, 2015

1,551,229

SEK

2,146,343

Term Loan, 4.485%, maturing June 05, 2015

283,845

SEK

2,111,070

Term Loan, 4.485%, maturing June 05, 2015

279,180

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Healthcare, Education and Childcare: (continued)*
				Grifols, S.A.	Ba3	BB
$	2,850,000	(5	)	Term Loan, maturing October 15, 2016			$	2,882,826
				Harlan Sprague Dawley, Inc.	B3	B
	2,433,125			Term Loan, 3.780%, maturing July 11, 2014				2,191,839
				HCA, Inc.	Ba3	BB
	5,009,376			Term Loan, 2.539%, maturing November 18, 2013				4,915,711
	12,013,480			Term Loan, 3.539%, maturing March 31, 2017				11,889,562
				Health Management Associates, Inc.	B1	BB-
	3,579,887			Term Loan, 2.039%, maturing February 28, 2014				3,494,456
				HGI Holding, Inc.	B1	B+
	2,250,000			Term Loan, 6.750%, maturing September 29, 2016				2,264,063
				Iasis Healthcare, LLC	Ba2	B+
	1,244,276			Term Loan, 2.256%, maturing March 14, 2014				1,212,133
	3,595,015			Term Loan, 2.256%, maturing March 14, 2014				3,502,145
	339,445			Term Loan, 2.265%, maturing March 14, 2014				330,676
				IM US Holdings, LLC	Ba2	BB
	4,368,903			Term Loan, 2.268%, maturing June 26, 2014				4,293,815
	1,000,000			IM US Holdings, LLC Term Loan, 4.506%, maturing June 26, 2015	B1	B-		973,125
				IMS Health, Inc.	Ba3	BB
EUR	989,818			Term Loan, 5.500%, maturing January 31, 2016				1,292,482
$	1,980,480			Term Loan, 5.250%, maturing February 26, 2016				2,003,172
				inVentiv Health, Inc.	Ba3	BB-
	2,134,650			Term Loan, 6.500%, maturing August 04, 2016				2,149,994
				Medassets, Inc.	Ba3	BB-
	1,750,000	(5	)	Term Loan, 5.250%, maturing November 15, 2016				1,762,031
				Molnlycke Health Care Group	NR	NR
EUR	200,000			Term Loan, 2.796%, maturing March 30, 2015				249,691
GBP	250,000			Term Loan, 2.583%, maturing March 31, 2015				370,200
EUR	170,016			Term Loan, 3.046%, maturing March 30, 2016				212,258
GBP	203,835			Term Loan, 2.833%, maturing March 31, 2016				301,839

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Healthcare, Education and Childcare: (continued)*
				National Mentor, Inc.	Ba3	B
$	9,492			Term Loan, 2.150%, maturing June 29, 2013			$	8,852
	1,161,035			Term Loan, 2.290%, maturing June 29, 2013				1,082,665
				Nyco Holdings 3 ApS	NR	NR
EUR	504,944			Term Loan, 4.796%, maturing December 29, 2014				615,621
EUR	81,310			Term Loan, 4.796%, maturing December 29, 2014				99,132
EUR	1,317,855			Term Loan, 4.796%, maturing December 29, 2014				1,606,712
EUR	51,795			Term Loan, 4.796%, maturing December 29, 2014				63,148
EUR	366,234			Term Loan, 4.796%, maturing December 29, 2014				446,508
EUR	1,317,531			Term Loan, 5.296%, maturing December 29, 2015				1,606,317
EUR	366,144			Term Loan, 5.296%, maturing December 29, 2015				446,398
EUR	81,290			Term Loan, 5.296%, maturing December 29, 2015				99,108
EUR	504,819			Term Loan, 5.296%, maturing December 29, 2015				615,469
EUR	51,782			Term Loan, 5.296%, maturing December 29, 2015				63,132
				Quintiles Transnational Corporation	Ba2	BB
$	2,885,467			Term Loan, 2.290%, maturing March 29, 2013				2,849,399
				Renal Advantage, Inc.	Ba3	B
	3,192,000			Term Loan, 6.000%, maturing June 03, 2016				3,205,965
				Rural/Metro Operating Company, LLC	Ba3	BB
	1,000,000	(5	)	Term Loan, 5.000%, maturing November 24, 2016				1,011,033
				Skilled Healthcare Group, Inc.	B1	B+
	1,243,750			Term Loan, 5.250%, maturing April 08, 2016				1,218,356
				Sterigenics International, Inc.	B3	B+
	1,681,310			Term Loan, 2.550%, maturing November 21, 2013				1,618,261
				Sun Healthcare Group, Inc.	Ba2	B+
	1,500,000			Term Loan, 7.500%, maturing October 15, 2016				1,487,813
				Surgical Care Affiliates, LLC	Ba3	B
	2,902,500			Term Loan, 2.289%, maturing December 29, 2014				2,775,516
				Team Health, Inc.	B1	BB
	987,665			Term Loan, 2.286%, maturing November 23, 2012				969,558

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Healthcare, Education and Childcare: (continued)

United Surgical Partners International, Inc.

Ba3

1,618,710

Term Loan, 2.274%, maturing April 19, 2014

1,559,020

305,843

Term Loan, 2.260%, maturing April 21, 2014

294,565

Universal Health Services, Inc.

Ba2

BB+

3,125,000

Term Loan, 5.500%,
maturing November 15, 2016

3,164,878

Vanguard Health Holdings Company II, LLC

Ba2

BB-

2,238,764

Term Loan, 5.000%,
maturing January 29, 2016

2,252,524

VWR International, Inc.

B+

EUR

2,450,636

Term Loan, 3.296%, maturing June 29, 2014

3,039,255

1,470,382

Term Loan, 2.756%, maturing June 30, 2014

1,420,297

Warner Chilcott Company, LLC

Ba3

1,081,239

Term Loan, 6.000%,
maturing October 30, 2014

1,083,266

521,924

Term Loan, 6.250%,
maturing April 30, 2015

526,300

869,098

Term Loan, 6.250%,
maturing April 30, 2015

876,384

943,627

Term Loan, 6.500%,
maturing February 22, 2016

953,727

306,373

Term Loan, 6.500%,
maturing February 22, 2016

309,874

152,364,684

Home & Office Furnishings: 0.9%

Global Garden Products Italy S.P.A.

EUR

745,552

Term Loan, 3.384%,
maturing August 31, 2016

853,502

EUR

745,552

Term Loan, 3.384%,
maturing August 31, 2017

853,502

Hilding Anders

SEK

25,364,613

Term Loan, 4.470%, maturing March 31, 2015

2,956,900

EUR

324,872

Term Loan, 4.130%, maturing April 25, 2015

343,595

National Bedding Company

BB-

1,138,309

Term Loan, 2.313%,
maturing February 28, 2013

1,121,234

Springs Window Fashions, LLC

B+

2,032,825

Term Loan, 3.063%,
maturing December 31, 2012

1,952,783

8,081,516

Insurance: 2.0%

AmWINS Group, Inc.

B-

1,898,650

Term Loan, 2.796%, maturing June 08, 2013

1,779,985

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Insurance: (continued)

Applied Systems, Inc.

B-

1,183,138

Term Loan, 2.756%,
maturing September 26, 2013

1,175,743

C.G. JCF Corporation

2,754,120

Term Loan, 3.260%,
maturing August 01, 2014

2,671,495

Conseco, Inc.

B-

2,283,764

Term Loan, 7.500%,
maturing October 10, 2013

2,285,191

HMSC Corporation

B-

2,486,845

Term Loan, 2.506%, maturing April 03, 2014

2,101,384

Hub International, Ltd.

445,259

Term Loan, 2.789%, maturing June 13, 2014

433,571

1,980,856

Term Loan, 2.789%, maturing June 13, 2014

1,928,858

990,000

Term Loan, 6.750%, maturing June 13, 2014

993,300

Sedgwick Holdings, Inc.

B+

1,393,000

Term Loan, 5.500%, maturing May 27, 2016

1,403,448

USI Holdings Corporation

B-

594,000

Term Loan, 7.000%, maturing April 15, 2014

582,417

2,231,373

Term Loan, 2.760%, maturing May 05, 2014

2,116,085

17,471,477

Leisure, Amusement, Entertainment: 3.2%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

2,244,375

Term Loan, 6.750%, maturing April 22, 2016

2,166,524

Alpha D2, Ltd.

1,221,225

Term Loan, 2.381%,
maturing December 31, 2013

1,120,474

824,903

Term Loan, 2.381%,
maturing December 31, 2013

756,848

AMF Bowling Worldwide, Inc.

1,824,794

Term Loan, 2.753%, maturing June 08, 2013

1,613,233

Cedar Fair, L.P.

Ba2

BB-

3,117,188

Term Loan, 5.500%,
maturing December 15, 2016

3,158,378

HIT Entertainment, Inc.

CCC+

1,930,756

Term Loan, 5.536%, maturing June 01, 2012

1,877,177

Live Nation Entertainment, Inc.

Ba2

BB-

995,000

Term Loan, 4.500%,
maturing November 07, 2016

994,162

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

15,743,161

)

Term Loan, 20.500%,
maturing April 09, 2012

7,055,991

3,691,110

)

Term Loan, 20.500%,
maturing April 09, 2012

1,654,333

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Leisure, Amusement, Entertainment: (continued)

NEP II, Inc.

4,205,581

Term Loan, 2.544%,
maturing February 16, 2014

4,016,330

Regal Cinemas Corporation

Ba3

BB-

2,955,675

Term Loan, 3.789%,
maturing November 21, 2016

2,970,453

27,383,903

Lodging: 1.7%

Audio Visual Services Corporation

970,000

Term Loan, 2.540%,
maturing February 28, 2014

790,550

HdC Mezz 1 Partners, L.P.

B+

16,400,000

Term Loan, 2.004%,
maturing January 15, 2011

13,776,000

14,566,550

Machinery: 0.9%

Alliance Laundry Systems, LLC

B+

500,000

Term Loan, 6.250%,
maturing September 23, 2016

506,459

Bucyrus International, Inc.

Ba2

BB+

2,985,253

Term Loan, 4.250%,
maturing February 19, 2016

3,005,761

Kion Group GmbH

507,587

Term Loan, 4.006%,
maturing December 23, 2014

424,343

EUR

1,257,708

Term Loan, 4.546%,
maturing December 23, 2014

1,400,545

507,587

Term Loan, 4.256%,
maturing December 23, 2015

424,343

EUR

1,163,220

Term Loan, 4.796%,
maturing December 23, 2015

1,295,326

NACCO Materials Handling Group, Inc.

989,664

Term Loan, 2.085%, maturing March 22, 2013

937,707

7,994,484

Mining, Steel, Iron & Nonprecious Metals: 1.4%

Fairmount Minerals, Ltd.

2,100,000

Term Loan, 6.273%,
maturing August 05, 2016

2,130,624

Noranda Aluminum Acquisition Corporation

Ba3

B+

1,617,464

Term Loan, 2.006%, maturing May 18, 2014

1,593,202

Novelis, Inc.

Ba1

BB-

2,201,683

Term Loan, 2.260%, maturing July 06, 2014

2,191,650

2,660,808

Term Loan, 2.260%, maturing July 07, 2014

2,648,682

Oxbow Carbon, LLC

Ba3

3,378,180

Term Loan, 2.289%, maturing May 08, 2014

3,369,735

11,933,893

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Non-North American Cable: 2.6%*
				Casema Bidco / Serpering Investments, B.V.	NR	NR
EUR	227,032			Term Loan, 3.546%, maturing September 15, 2014			$	291,495
EUR	499,525			Term Loan, 3.546%, maturing September 15, 2014				641,361
EUR	287,729			Term Loan, 3.546%, maturing September 15, 2014				369,427
EUR	31,025			Term Loan, 4.296%, maturing September 14, 2015				39,835
				Numericable / YPSO France, S.A.S.	NR	NR
EUR	171,371			Term Loan, 4.626%, maturing June 16, 2014				174,169
EUR	66,096			Term Loan, 4.664%, maturing June 16, 2014				67,176
EUR	107,842			Term Loan, 4.664%, maturing June 16, 2014				109,603
EUR	234,065			Term Loan, 5.164%, maturing December 31, 2015				237,615
EUR	439,625			Term Loan, 5.164%, maturing December 31, 2015				446,292
				UPC Broadband Holding, B.V.	Ba3	B+
$	1,055,136			Term Loan, 4.251%, maturing December 30, 2016				1,040,079
EUR	4,268,168			Term Loan, 4.560%, maturing December 31, 2016				5,200,030
$	1,944,864			Term Loan, 4.251%, maturing December 29, 2017				1,913,260
EUR	3,078,704			Term Loan, 4.810%, maturing December 31, 2017				3,767,907
				Virgin Media Investment Holdings, Ltd.	Ba1	BB+
GBP	5,000,000			Term Loan, 4.778%, maturing December 31, 2015				7,722,236
								22,020,485
*North American Cable: 11.6%*
				Atlantic Broadband	Ba3	B+
$	2,250,000	(5	)	Term Loan, maturing November 08, 2015				2,264,063
				Block Communications, Inc.	Ba1	BB
	952,500			Term Loan, 2.289%, maturing December 22, 2011				923,925
				Bresnan Communications, LLC	B1	BB-
	1,231,250			Term Loan, 2.260%, maturing June 30, 2013				1,225,340
	1,711,282			Term Loan, 2.260%, maturing September 30, 2013				1,703,068
				Cequel Communications, LLC	Ba3	BB-
	27,948,418			Term Loan, 2.253%, maturing November 05, 2013				27,708,145

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

North American Cable: (continued)

Charter Communications Operating, LLC

Ba1

BB+

1,520,431

Term Loan, 2.260%,
maturing March 06, 2014

1,490,880

13,853,488

Term Loan, 3.540%,
maturing September 06, 2016

13,589,412

CSC Holdings, Inc.

Baa3

BBB-

19,677,176

Term Loan, 2.003%, maturing March 29, 2016

19,557,637

Insight Midwest Holdings, LLC

Ba3

B+

8,276,372

Term Loan, 2.021%, maturing April 07, 2014

8,033,254

Knology, Inc.

B+

1,600,000

Term Loan, 5.500%,
maturing October 17, 2016

1,608,000

Mediacom Broadband, LLC

Ba3

BB-

8,086,940

Term Loan, 2.010%,
maturing January 31, 2015

7,803,897

Mediacom LLC Group

Ba3

BB-

3,990,000

Term Loan, 4.500%,
maturing October 23, 2017

3,915,188

3,564,000

Term Loan, 5.500%,
maturing March 31, 2017

3,546,180

San Juan Cable, LLC

BB-

1,668,745

Term Loan, 2.050%,
maturing October 31, 2012

1,652,058

WideOpenWest Finance, LLC

B-

5,702,357

Term Loan, 2.753%, maturing June 28, 2014

5,319,233

100,340,280

Oil & Gas: 0.8%

CGGVeritas Services, Inc.

Ba1

1,963,126

Term Loan, 5.500%,
maturing January 12, 2016

1,972,942

Hercules Offshore, LLC

Caa1

B-

1,154,823

Term Loan, 6.000%, maturing July 11, 2013

1,073,444

MEG Energy Corporation

BBB-

3,427,044

Term Loan, 6.000%, maturing April 03, 2016

3,436,324

6,482,710

Other Broadcasting and Entertainment: 1.9%

Getty Images, Inc.

Ba2

3,500,000

)

Term Loan, maturing November 07, 2016

3,535,438

TWCC Holding Corporation

Ba2

1,957,801

Term Loan, 5.000%,
maturing September 14, 2015

1,971,874

Nielson Finance, LLC

Ba3

BB-

169,252

Term Loan, 2.253%, maturing August 09, 2013

166,467

5,926,496

Term Loan, 4.003%, maturing May 02, 2016

5,887,338

4,743,557

Term Loan, 4.003%, maturing May 02, 2016

4,677,147

16,238,264

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Other Telecommunications: 2.3%

Alaska Communications Systems Holdings, Inc.

Ba3

BB-

2,000,000

Term Loan, 6.250%,
maturing October 15, 2016

2,014,062

Asurion Corporation

Ba3

B+

5,197,500

Term Loan, 3.263%, maturing July 03, 2014

4,858,482

2,500,000

Term Loan, 6.750%,
maturing March 31, 2015

2,470,983

BCM Ireland Holdings, Ltd.

EUR

1,679,980

Term Loan, 2.671%,
maturing September 30, 2014

1,650,041

EUR

1,680,261

Term Loan, 2.921%,
maturing September 30, 2015

1,650,317

Consolidated Communications, Inc.

B+

1,000,000

Term Loan, 2.760%,
maturing December 31, 2014

970,000

)

Hawaiian Telcom Communications, Inc.

938,165

Term Loan, 9.000%,
maturing November 01, 2015

946,081

Kentucky Data Link, Inc.

B-

2,492,742

Term Loan, 4.500%,
maturing February 26, 2014

2,474,046

U.S. Telepacific Corporation

CCC+

3,084,500

Term Loan, 9.250%,
maturing August 17, 2015

3,117,273

20,151,285

Personal & Nondurable Consumer Products: 2.1%

Advantage Sales & Marketing, Inc.

Ba3

B+

1,990,000

Term Loan, 5.000%,
maturing May 05, 2016

1,992,488

Bushnell, Inc.

B-

1,659,702

Term Loan, 4.540%, maturing August 24, 2013

1,535,224

Fender Musical Instruments Corporation

1,991,672

Term Loan, 2.540%, maturing June 09, 2014

1,832,338

1,006,136

Term Loan, 2.550%, maturing June 09, 2014

925,645

Hillman Group (The), Inc.

Ba3

B+

897,750

Term Loan, 5.500%, maturing May 27, 2016

901,117

Huish Detergents, Inc.

Ba2

1,632,503

Term Loan, 2.010%, maturing April 26, 2014

1,566,387

Information Resources, Inc.

Ba3

266,554

Term Loan, 3.422%, maturing May 16, 2014

262,555

Jarden Corporation

Ba1

BB+

3,622,338

Term Loan, 3.539%,
maturing January 26, 2015

3,651,002

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Personal & Nondurable Consumer Products: (continued)

KIK Custom Products, Inc.

CCC+

1,681,446

Term Loan, 2.540%, maturing June 02, 2014

1,454,451

288,248

Term Loan, 2.540%, maturing June 02, 2014

249,334

Spectrum Brands, Inc.

2,240,000

Term Loan, 8.000%, maturing June 16, 2016

2,289,701

Yankee Candle Company, Inc.

Ba3

BB-

1,553,135

Term Loan, 2.260%,
maturing February 06, 2014

1,522,655

18,182,897

Personal, Food & Miscellaneous: 4.4%

Acosta, Inc.

4,700,470

Term Loan, 2.510%, maturing July 28, 2013

4,639,716

Advance Pierre Foods

B+

4,000,000

Term Loan, 7.001%,
maturing September 30, 2016

3,976,668

Burger King Corporation

Ba3

BB-

3,440,860

Term Loan, 6.250%,
maturing October 19, 2016

3,491,541

EUR

2,000,000

Term Loan, 6.500%,
maturing October 19, 2016

2,625,215

Dennys, Inc.

B+

2,100,000

Term Loan, 6.500%,
maturing September 20, 2016

2,113,125

DineEquity, Inc.

Ba2

BB-

2,366,050

Term Loan, 6.000%,
maturing October 19, 2017

2,402,265

Dunkin Brands, Inc.

B+

1,520,000

)

Term Loan, maturing November 18, 2017

1,536,626

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

Ba3

B+

2,632,143

Term Loan, 6.000%, maturing March 23, 2016

2,618,161

NBTY, Inc.

Ba3

BB-

2,898,734

Term Loan, 6.250%,
maturing October 02, 2017

2,939,099

OSI Restaurant Partners, Inc.

B+

671,679

Term Loan, 2.586%, maturing June 14, 2013

631,274

7,136,856

Term Loan, 2.625%, maturing June 14, 2014

6,707,530

Seminole Hard Rock Entertainment, Inc.

750,000

Floating Rate Note, 2.571%,
maturing March 15, 2014

665,625

Wendys/Arbys Restaurants, LLC

Ba2

1,496,250

Term Loan, 5.000%, maturing May 24, 2017

1,505,383

Whitelabel IV, S.A.

Ba3

B+

EUR

583,833

Term Loan, 5.000%,
maturing August 11, 2017

764,825

EUR

966,167

Term Loan, 5.000%,
maturing August 16, 2017

1,265,684

37,882,737

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Printing & Publishing: 8.5%*
				Black Press, Ltd.	B1	B-
$	1,262,286			Term Loan, 2.294%, maturing August 02, 2013			$	1,136,057
	766,388			Term Loan, 2.294%, maturing August 02, 2013				689,749
				Caribe Information Investments Inc.	B3	CCC-
	1,836,411			Term Loan, 2.540%, maturing March 31, 2013				1,239,578
				Cengage Learning, Inc.	B2	B+
	6,975,978			Term Loan, 2.540%, maturing July 03, 2014				6,452,779
				Cenveo Corporation	Ba2	BB
	15,637			Term Loan, 4.792%, maturing June 21, 2013				15,603
	967,538			Term Loan, 4.792%, maturing June 21, 2013				965,422
				CW Acquisition Limited Partnership	Ba3	BB
	1,894,406			Term Loan, 9.000%, maturing July 13, 2016				1,939,398
				Dex Media East, LLC	B1	B+
	3,920,154	(5	)	Term Loan, 2.795%, maturing October 24, 2014				2,920,515
				Dex Media West, LLC	Ba3	B+
	2,108,320			Term Loan, 7.000%, maturing October 24, 2014				1,801,560
				Flint Group Holdings S.A.R.L.	NR	NR
	841,151			Term Loan, 2.713%, maturing December 31, 2014				791,734
	353,279			Term Loan, 2.713%, maturing December 31, 2014				332,524
	1,277,104			Term Loan, 2.713%, maturing December 31, 2015				1,202,074
	2,333,333			Term Loan, 2.713%, maturing May 29, 2015				2,196,250
EUR	666,667			Term Loan, 3.393%, maturing May 29, 2015				835,828
				Hanley Wood, LLC	Caa1	CCC
$	1,654,278			Term Loan, 2.563%, maturing March 08, 2014				760,141
				Intermedia Outdoor, Inc.	NR	NR
	1,582,388			Term Loan, 3.039%, maturing January 31, 2013				1,428,106
				Mediannuaire Holding	NR	NR
EUR	1,487,172			Term Loan, 3.129%, maturing October 10, 2014				1,302,269
EUR	1,486,320			Term Loan, 3.629%, maturing October 09, 2015				1,301,522
				Merrill Communications, LLC	B2	B-
$	3,761,595			Term Loan, 8.500%, maturing December 24, 2012				3,695,767
				Nelson Canada	B1	B
	2,812,546			Term Loan, 2.789%, maturing July 05, 2014				2,517,229

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Printing & Publishing: (continued)

PagesJaunes Groupe, S.A.

EUR

800,000

Term Loan, 2.629%,
maturing November 22, 2013

864,773

PBL Media

AUD

24,331,191

Term Loan, 7.428%,
maturing February 05, 2013

21,160,523

Penton Media, Inc.

Caa1

CCC+

1,650,353

Term Loan, 5.000%,
maturing August 01, 2014

1,243,265

Quad/Graphics, Inc.

Ba2

BB+

1,795,500

Term Loan, 5.500%, maturing April 14, 2016

1,763,316

R.H. Donnelley Corporation

4,260,290

)

Term Loan, 9.000%,
maturing October 24, 2014

3,070,071

Source Media, Inc.

2,515,824

Term Loan, 7.000%,
maturing November 08, 2011

2,415,191

Springer Science + Business Media, S.A.

B+

2,000,000

Term Loan, 6.751%, maturing June 17, 2016

2,000,000

SuperMedia, Inc.

B-

6,819,315

Term Loan, 11.000%,
maturing December 31, 2015

4,415,507

Thomas Nelson Publishers

Caa2

CCC

995,515

Term Loan, 9.000%, maturing June 14, 2016

970,627

)

Tribune Company

1,491,225

)

Term Loan, 5.250%, maturing June 04, 2014

950,241

Yell Group, PLC

1,690,294

Term Loan, 4.006%, maturing July 31, 2014

747,955

73,125,574

Radio and TV Broadcasting: 4.4%

Citadel Broadcasting Corporation

Ba2

BB+

1,680,066

Term Loan, 11.000%,
maturing June 03, 2015

1,774,761

CMP KC, LLC

1,338,663

)

Term Loan, 3.506%, maturing May 03, 2011

113,786

CMP Susquehanna Corporation

Caa1

B-

3,527,099

Term Loan, 2.313%, maturing May 05, 2013

3,161,163

Cumulus Media, Inc.

Caa1

B-

4,438,786

Term Loan, 4.003%, maturing June 11, 2014

4,101,437

FoxCo Acquisition, LLC

1,082,208

Term Loan, 7.500%, maturing July 14, 2015

1,071,379

Local TV Finance, LLC

B-

1,808,327

Term Loan, 2.290%, maturing May 07, 2013

1,726,199

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Radio and TV Broadcasting: (continued)

Nexstar Broadcasting, Inc.

Ba3

BB-

583,538

Term Loan, 5.000%,
maturing September 30, 2016

583,538

912,713

Term Loan, 5.006%,
maturing September 30, 2016

912,713

ProSiebenSat.1 Media AG

EUR

64,386

Term Loan, 2.539%, maturing July 02, 2014

76,902

EUR

1,186,386

Term Loan, 2.539%, maturing July 02, 2014

1,417,006

EUR

220,233

Term Loan, 2.539%, maturing March 02, 2015

263,044

EUR

798,662

Term Loan, 2.914%, maturing June 26, 2015

961,381

EUR

35,934

Term Loan, 2.914%, maturing July 03, 2015

43,255

Regent Broadcasting, LLC

1,452,230

Term Loan, 5.250%, maturing April 27, 2014

1,423,186

Sinclair Television Group, Inc.

Baa3

1,145,455

Term Loan, 5.500%,
maturing October 29, 2015

1,163,114

Spanish Broadcasting Systems

Caa1

B-

1,954,228

Term Loan, 2.040%, maturing June 11, 2012

1,865,066

Univision Communications, Inc.

18,533,395

Term Loan, 4.506%, maturing March 31, 2017

17,308,448

37,966,378

Retail Stores: 8.5%

Amscan Holdings, Inc.

1,529,009

Term Loan, 2.540%, maturing May 25, 2013

1,523,276

CBR Fashion GmbH

EUR

213,184

Term Loan, 2.921%, maturing April 20, 2015

259,189

EUR

208,202

Term Loan, 3.171%, maturing April 19, 2016

253,132

Claires Stores, Inc.

Caa2

B-

3,432,962

Term Loan, 3.043%, maturing May 29, 2014

3,009,801

Dollar General Corporation

Ba2

BBB-

7,256,413

Term Loan, 3.020%, maturing July 07, 2014

7,253,510

General Nutrition Centers, Inc.

B+

2,458,318

Term Loan, 2.529%,
maturing September 16, 2013

2,439,880

Guitar Center, Inc.

Caa1

B-

3,782,785

Term Loan, 3.760%,
maturing October 09, 2014

3,446,385

Harbor Freight Tools USA, Inc.

B+

3,334,029

Term Loan, 5.016%,
maturing February 24, 2016

3,337,157

HEMA Holding, B.V.

EUR

1,500,000

)

Term Loan, maturing July 06, 2015

1,881,832

EUR

1,500,000

)

Term Loan, maturing July 05, 2016

1,881,832

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Fair Value
*Retail Stores: (continued)*
				Leslies Poolmart, Inc.	Ba3	B+
$	1,600,000	(5	)	Term Loan, 6.000%, maturing November 24, 2017			$	1,612,501
				Maxeda DIY Group, B.V.	NR	NR
EUR	530,263	(5	)	Term Loan, maturing June 29, 2015				641,532
EUR	719,737	(5	)	Term Loan, maturing August 01, 2015				870,764
EUR	530,263	(5	)	Term Loan, maturing June 27, 2016				641,532
EUR	719,737	(5	)	Term Loan, maturing August 01, 2016				870,764
				Michaels Stores, Inc.	B2	B+
$	1,842,617			Term Loan, 2.563%, maturing October 31, 2013				1,781,580
	2,479,746			Term Loan, 4.813%, maturing July 31, 2016				2,463,558
				Neiman Marcus Group, Inc.	B2	BB-
	6,763,834			Term Loan, 4.294%, maturing April 06, 2015				6,647,346
				Petco Animal Supplies, Inc.	NR	NR
	6,100,000	(5	)	Term Loan, maturing November 24, 2017				6,122,112
				Pets at Home Group, Ltd.	NR	BB-
GBP	2,500,000			Term Loan, 5.581%, maturing January 24, 2017				3,887,184
				Picard Groupe	NR	NR
EUR	810,628			Term Loan, 5.935%, maturing October 31, 2017				1,062,850
EUR	189,372			Term Loan, 5.935%, maturing September 14, 2017				248,484
				Pilot Travel Centers, LLC	Ba2	BBB-
$	1,161,755			Term Loan, 5.250%, maturing June 30, 2016				1,179,175
				Rite Aid Corporation	B3	B+
	5,862,342			Term Loan, 2.010%, maturing June 04, 2014				5,301,234
	1,379,406			Term Loan, 6.000%, maturing June 04, 2014				1,366,043
				Sally Holding, LLC	B1	BB+
	2,281,384			Term Loan, 2.510%, maturing November 15, 2013				2,273,399
				Savers	Ba3	B+
	1,492,500			Term Loan, 5.750%, maturing March 11, 2016				1,498,097
				The Gymboree Corporation	B1	B+
	1,800,000	(5	)	Term Loan, maturing November 16, 2017				1,809,803
				Toys "R" Us, Inc.	B1	BB-
	3,835,388			Term Loan, 6.000%, maturing August 17, 2016				3,867,578
				Vivarte S.A.S.	NR	NR
EUR	1,924,280			Term Loan, 2.728%, maturing March 09, 2015				2,110,590
EUR	1,924,280			Term Loan, 3.353%, maturing March 08, 2016				2,110,590
								73,652,710

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Satellite: 0.5%

Intelsat Corporation

BB-

1,359,678

Term Loan, 2.790%,
maturing January 03, 2014

1,335,316

1,359,259

Term Loan, 2.790%,
maturing January 03, 2014

1,334,905

1,359,259

Term Loan, 2.790%,
maturing January 03, 2014

1,334,905

4,005,126

Telecommunications Equipment: 1.3%

CommScope, Inc.

Ba2

644,464

Term Loan, 2.789%,
maturing December 26, 2014

644,330

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,383,255

Term Loan, 2.581%,
maturing December 01, 2014

5,818,449

Sorenson Communications, Inc.

Ba2

CCC+

1,428,476

Term Loan, 6.000%,
maturing August 16, 2013

1,342,512

TDF, S.A.

EUR

1,500,000

Term Loan, 2.796%,
maturing January 30, 2015

1,717,798

EUR

1,500,000

Term Loan, 3.046%,
maturing January 29, 2016

1,717,798

11,240,887

Textiles & Leather: 0.2%

Phillips-Van Heusen Corporation

Ba2

BBB

1,135,571

Term Loan, 4.750%, maturing May 06, 2016

1,150,649

EUR

709,732

Term Loan, 5.000%, maturing May 06, 2016

920,982

2,071,631

Utilities: 5.6%

Calpine Corporation

B+

2,653,087

Term Loan, 3.165%,
maturing March 29, 2014

2,641,474

Coleto Creek WLE, L.P.

B+

2,160,391

Term Loan, 3.033%, maturing June 28, 2013

2,070,374

437,602

Term Loan, 3.283%, maturing June 28, 2013

419,368

FirstLight Power Resources, Inc.

B+

90,682

Term Loan, 2.813%,
maturing November 01, 2013

87,508

1,847,478

Term Loan, 2.813%,
maturing November 01, 2013

1,782,817

FirstLight Power Resources, Inc.

CCC+

610,514

Second Lien Term Loan, 4.813%,
maturing May 01, 2014

567,778

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Utilities: (continued)

Great Point Power, LLC

Ba1

BB+

995,000

Term Loan, 5.500%, maturing
March 10, 2017

996,244

MACH Gen, LLC.

Ba3

BB-

444,571

Term Loan, 2.289%,
maturing February 22, 2013

414,933

New Development Holdings, LLC

Ba3

BB-

4,401,469

Term Loan, 7.000%, maturing July 03, 2017

4,487,434

NRG Energy, Inc.

Baa3

BB+

2,892

Term Loan, 1.789%,
maturing February 01, 2013

2,872

374,438

Term Loan, 2.039%,
maturing February 01, 2013

371,897

1,777,282

Term Loan, 3.539%,
maturing August 31, 2015

1,781,407

7,554,620

Term Loan, 3.539%,
maturing August 31, 2015

7,528,987

Texas Competitive Electric Holdings
Company, LLC

B+

6,355,317

Term Loan, 3.754%,
maturing October 10, 2014

4,911,071

5,820,000

Term Loan, 3.754%,
maturing October 10, 2014

4,512,816

7,927,444

Term Loan, 3.754%,
maturing October 10, 2014

6,127,256

2,923,383

Term Loan, 3.754%,
maturing October 10, 2014

2,265,806

TPF Generation Holdings, LLC

Ba3

1,431,519

Term Loan, 2.289%,
maturing December 13, 2013

1,393,584

1,873,890

Term Loan, 2.289%,
maturing December 15, 2013

1,824,232

TPF Generation Holdings, LLC

1,500,000

Term Loan, 4.539%,
maturing December 15, 2014

1,383,750

Viridian Group, PLC

GBP

1,080,000

Term Loan, 5.076%,
maturing October 24, 2012

1,406,995

EUR

1,072,386

Term Loan, 5.334%,
maturing October 24, 2012

1,167,206

48,145,809

Total Senior Loans
(Cost $1,175,176,413)

1,131,629,251

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Fair Value

Other Corporate Debt: 1.4%

Diversified / Conglomerate Manufacturing: 0.7%

Flextronics International, Ltd.

Ba1

BB+

2,395,512

Term Loan, 2.503%,
maturing October 01, 2014

2,363,771

81,304

Term Loan, 2.503%,
maturing October 01, 2014

80,227

3,355,530

Term Loan, 2.507%,
maturing October 01, 2014

3,311,069

5,755,067

Cargo Transport: 0.0%

US Shipping Partners, L.P.

Caa3

CCC-

297,646

Subordinated Term Loan, 2.500%,
maturing August 07, 2013

37,702

37,702

Chemicals, Plastics & Rubber: 0.7%

Lyondell Chemical Company

5,269,044

Fixed Rate Note, 11.000%,
maturing May 01, 2018

5,888,156

5,888,156

Radio and TV Broadcasting: 0.0%

Regent Broadcasting, LLC

404,310

Subordinated Term Loan, 12.000%,
maturing October 27, 2014

363,879

363,879

Total Other Corporate Debt
(Cost $11,996,753)

12,044,804

Equities and Other Assets: 0.8%

		Description	Value
(1	), (@), (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	$	—
(@), (R)		Ascend Media (Residual Interest)		—
(@), (R)		Block Vision Holdings Corporation (719 Common Shares)		—
(2	), (@), (R)	Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)		—
(2	), (@), (R)	Cedar Chemical (Liquidation Interest)		—
(@)		Citadel (53,898 Class A Shares)		1,401,349
(@)		Citadel (44,319 Class B Shares)		1,152,294
(@)		Contech (Residual Interest)		—
(2	), (@), (R)	Enterprise Profit Solutions (Liquidation Interest)		—
(4	), (@), (R)	Euro United Corporation (Residual Interest in Bankruptcy Estate)		—
(@)		Faith Media Holdings, Inc. (7,725 Class A-1 Shares)		397,817

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

		Description			Value
(2	), (@), (R)	Ferretti SPA (Warrants for 0.111% Participation Interest)			$	—
(2	), (@), (R)	Gainey Corporation (Residual Interest)				—
(@)		Global Garden (14,911 Class A1 Shares)				—
(@)		Global Garden (138,579 Class A3 Shares)				—
(@)		Glodyne Technoserve, Ltd. (55,483 Common Shares)				606,915
(@)		Glodyne Technoserve, Ltd. (Escrow Account)				137,105
(2	), (@), (R)	Grand Union Company (Residual Interest in Bankruptcy Estate)				—
(@)		Hawaiian Telcom (31,238 Common Shares)				671,617
(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. (195,762 Common Shares)				118,331
(@)		Northeast Biofuels (Residual Interest)				—
(2	), (@)	RDA Holding Co. (16,497 Common Shares)				350,561
(@), (R)		Safelite Realty Corporation (57,804 Common Shares)				305,205
(2	), (@), (R)	Supermedia, Inc. (39,592 Common Shares)				147,316
(@)		Townsquare Media, LLC (314,505 Common Shares)				909,046
(@)		Townsquare Media, LLC (314,505 Preferred Shares)				—
(1	), (@), (R)	Transtar Metals (Residual Interest in Bankruptcy Estate)				—
(2	), (@), (R)	US Office Products Company (Residual Interest in Bankruptcy Estate)				—
(2	), (@)	US Shipping Partners, L.P. (19,404 Common Shares)				—
(2	), (@)	US Shipping Partners, L.P. (275,292 Contingency Rights)				—
(@)		Xerium Technologies, Inc. (44,161 Common Shares)				574,976
		Total for Equities and Other Assets (Cost $6,046,454)				6,772,557
		Total Investments (Cost $1,193,219,620)**	133.4	%	$	1,150,446,612
		Other Assets and Liabilities — Net	(33.4	)		(288,284,060	)
		Net Assets	100.0	%	$	862,162,552

* 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.

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

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

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

(@) Non-income producing security.

(R) Restricted security.

AUD Australian Dollar

GBP British Pound Stirling

EUR Euro

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,194,134,684.

Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	13,638,210
Gross Unrealized Depreciation		(57,326,282	)
Net Unrealized Depreciation	$	(43,688,072	)

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of November 30, 2010 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 11/30/10
Asset Table Investments, at value
Senior Loans	$	—	$	1,117,853,251		$	13,776,000	$	1,131,629,251
Other Corporate Debt		—		12,044,804			—		12,044,804
Equities and Other Assets		4,416,444		606,915			1,749,198		6,772,557
Total Investments, at value	$	4,416,444	$	1,130,504,970		$	15,525,198	$	1,150,446,612
Other Financial Instruments+
Forward foreign currency contracts		—		3,683,784			—		3,683,784
Total Assets	$	—	$	1,134,188,754		$	15,525,198	$	1,154,130,396
Liabilities Table Other Financial Instruments+
Unfunded Commitments	$	—	$	(802,681	)	$	—	$	(802,681	)
Total Liabilities	$	—	$	(802,681	)	$	—	$	(802,681	)

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Trust's assets and liabilities during the period ended November 30, 2010:

	Beginning Balance at 02/28/10		Purchases		Sales			Accrued Discounts/ (Premiums)		Total Realized Gain/(Loss)		Total Unrealized Appreciation/ (Depreciation)
Senior Loans	$	13,776,000	$	—	$	—		$	—	$	—	$	—
Equities and Other Assets		5,029,484		1,525,693		(3,901,864	)		—		1,066,132		1,182,945
Total	$	18,805,484	$	1,525,693	$	(3,901,864	)	$	—	$	1,066,132	$	1,182,945

See Accompanying Notes to Financial Statements
51

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2010 (Unaudited) (continued)

	Transfers Into Level 3		Transfers Out of Level 3			Ending Balance at 11/30/10
Senior Loans	$	—	$	—		$	13,776,000
Equities and Other Assets		—		(3,153,192	)		1,749,198
Total	$	—	$	(3,153,192	)	$	15,525,198

As of November 30, 2010, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $66,172.

^ 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 November 30, 2010 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
State Street Bank	Australian Dollar AUD 22,432,000	Sell	02/28/11	USD $21,779,678	$21,309,958	$	469,720
State Street Bank	British Pound Sterling GBP 10,559,000	Sell	01/07/11	16,694,385	16,437,700		256,685
State Street Bank	British Pound Sterling GBP 4,845,000	Sell	01/31/11	7,637,125	7,541,240		95,885
State Street Bank	Euro EUR 52,510,000	Sell	01/07/11	70,528,143	68,301,821		2,226,322
State Street Bank	Euro EUR 4,441,000	Sell	01/31/11	6,180,618	5,776,050		404,568
State Street Bank	Euro EUR 2,628,000	Sell	02/28/11	3,499,103	3,417,489		81,614
State Street Bank	Sweden Kronor SEK 23,360,000	Sell	01/07/11	3,465,514	3,324,071		141,443
State Street Bank	Sweden Kronor SEK 5,408,000	Sell	02/28/11	775,815	768,268		7,547
				$130,560,381	$126,876,597	$	3,683,784

See Accompanying Notes to Financial Statements
52

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER INVESTMENT PROGRAM

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

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

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

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

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

KEY FINANCIAL DATES — CALENDAR 2010 DIVIDENDS:

DECLARATION DATE	EX-DIVIDEND DATE	PAYABLE DATE
January 29, 2010	February 8, 2010	February 23, 2010

February 26, 2010	March 8, 2010	March 22, 2010

March 31, 2010	April 8, 2010	April 22, 2010

April 30, 2010	May 6, 2010	May 24, 2010

May 28, 2010	June 8, 2010	June 22, 2010

June 30, 2010	July 8, 2010	July 22, 2010

July 30, 2010	August 6, 2010	August 23, 2010

August 31, 2010	September 8, 2010	September 22, 2010

September 30, 2010	October 7, 2010	October 22, 2010

October 29, 2010	November 8, 2010	November 22, 2010

November 30, 2010	December 8, 2010	December 22, 2010

December 21, 2010	December 29, 2010	January 12, 2011

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, 2010 was 3,967 which does not include approximately 38,140 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 1-800-336-3436; (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) 336-3436.

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, Suite 100

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, Suite 100

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, Suite 100

Scottsdale, Arizona 85258

Distributor

ING Investments Distributor, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

BNY Mellon Investment Servicing (U.S.) Inc.
(formerly, 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 Investments 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.

QR-UPRTQ3

(1110-012111)