Edgar Filing: ING PRIME RATE TRUST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of Registered

Management Investment Company

Investment Company Act file number: 811-5410

ING Prime Rate Trust

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

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

(Name and address of agent for service)

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

Date of fiscal year end:	February 28

Date of reporting period:	November 30, 2011

Item 1. Schedule of Investments

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

ING Prime Rate Trust

The schedules are not audited.

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited)

Principal Amount			Borrower/Tranche Description	Fair Value
**SENIOR LOANS: 141.3%***
*Aerospace & Defense: 2.4%*
$	9,975,000		Delta, New Term Loan, 5.500%, due 04/20/17	$	9,563,531
497,500			Delta, Pacific Route First Lien Term Loan, 4.250%, due 03/07/16	477,911
710,526			Forgings International Ltd., Tranche B Dollar Term Loan, 4.869%, due 12/18/15	651,316
710,526			Forgings International Ltd., Tranche C Dollar Term Loan, 5.369%, due 12/20/16	651,316
2,084,250			Transdigm, Inc., 1st Lien Term Loan, 4.000%, due 02/14/17	2,073,829
3,958,444			United Airlines, Inc., Term Loan, 2.313%, due 02/03/14	3,785,262
2,958,333			US Airways, Term Loan, 2.760%, due 03/21/14	2,553,042
				19,756,207
*Automotive: 6.5%*
1,810,000			Avis Budget Car Rental, LLC, Incremental Term Loan, 6.250%, due 09/21/18	1,820,181
3,155,637			Avis Budget Car Rental, LLC, Term Loan B, 5.750%, due 04/19/14	3,168,787
9,975,000			Chrysler Group LLC, Term Loan B, 6.000%, due 05/24/17	9,191,963
1,710,526			Delphi Corporation, Term Loan B, 3.500%, due 03/31/17	1,704,112
4,580,752			Federal-Mogul Corporation, Term Loan B, 2.188%, due 12/29/14	4,251,510
2,337,118			Federal-Mogul Corporation, Term Loan C, 2.188%, due 12/28/15	2,169,138
5,100,000			Fram Group Holdings Inc., First Lien Term Loan, 6.500%, due 07/28/17	5,119,125
3,742,140			Fram Group Holdings Inc., Second Lien Term Loan, 10.500%, due 01/29/18	3,629,875
7,978,405			KAR Auction Services, Inc., Term Loan B, 5.000%, due 05/19/17	7,878,675
2,686,500			Metaldyne, LLC, Term Loan B, 5.250%, due 05/18/17	2,651,240
3,431,606			Remy International, Inc., Term Loan B, 6.250%, due 12/16/16	3,380,132
795,507			Tomkins, Inc., Term Loan A, 4.250%, due 09/21/15	791,530
3,455,867			Tomkins, Inc., Term Loan B, 4.250%, due 09/21/16	3,429,948
1,265,438			Transtar Holding Company, First Lien Term Loan, 4.500%, due 12/21/16	1,233,802
3,351,502		(4)	UCI International, Inc., Term Loan B, 5.500%, due 07/26/17	3,368,259
				53,788,277
*Beverage, Food & Tobacco: 3.4%*
3,960,000			Advance Pierre Foods, First Lien Term Loan, 7.000%, due 09/30/16	3,947,625
1,000,000		(4)	B&G Foods, Inc., Term Loan B, due 11/15/18	1,003,750
900,027			Bolthouse Farms, Inc, First Lien Term Loan, 5.500%, due 02/11/16	894,402
1,197,000			Clement Pappas, $230mm Term Loan, 6.502%, due 08/14/17	1,189,519
2,992,500			Del Monte Corporation, Term Loan B, 4.500%, due 03/08/18	2,850,356
872,812			Dole Food Company, Inc., Term Loan B US Borrower, 5.045%, due 07/06/18	871,358
1,620,938			Dole Food Company, Inc., Term Loan C Solvest, 5.032%, due 07/06/18	1,618,235
1,995,000			JBS USA, Inc. (FKA Swift), Term Loan, 4.250%, due 05/25/18	1,965,075

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Beverage, Food & Tobacco: (continued)*
$		5,732,350		Pinnacle Foods Holding Corporation, Term Loan B, 2.777%, due 04/02/14	$	5,648,159
		3,000,000		Pinnacle Foods Holding Corporation, Term Loan D, 6.000%, due 04/02/14	3,018,000
EUR		666,192		Selecta, EUR Facility B4, 4.147%, due 06/28/15	639,993
SEK		4,375,000		Selecta, SEK Senior Term Loan B, 4.981%, due 02/07/15	448,831
GBP		2,671,660		United Biscuits Holdco Limited, GBP Term Loan B1, 3.243%, due 12/15/14	3,922,927
					28,018,230
*Buildings & Real Estate: 2.3%*
$	2,238,750			Armstrong World Industries, Inc., Term Loan B, 4.000%, due 03/09/18	2,214,498
7,589,923				Capital Automotive L.P., Term Loan, 5.000%, due 03/10/17	7,381,200
812,542				Custom Building Products, Inc., Term Loan, 4.260%, due 03/19/15	792,229
5,895,116				Goodman Global Inc., Term Loan B, 5.750%, due 10/28/16	5,897,574
888,061				JMC Steel Group, Term Loan, 4.750%, due 04/03/17	885,286
1,462,500				LNR Property Corporation, Term Loan, 4.750%, due 04/29/16	1,447,875
					18,618,662
*Cargo Transport: 1.4%*
4,765,563			(4)	Baker Tanks, Inc., Term Loan, 5.000%, due 06/01/18	4,735,778
869,298				Ceva Group PLC, Extended Syn. Letter of Credit, 5.369%, due 08/31/16	804,101
702,710				Ceva Group PLC, Extended Tranche B EGL Term Loan, 5.428%, due 08/31/16	651,325
2,168,551				Ceva Group PLC, Extended Tranche B Term Loan, 5.428%, due 08/31/16	2,005,910
2,745,716				Inmar, Inc., Term Loan B, 6.500%, due 08/04/17	2,759,444
1,009,073				US Shipping Partners L.P., First Lien Term Loan, 9.200%, due 08/07/13	880,837
					11,837,395
*Chemicals, Plastics & Rubber: 4.3%*
4,365,000				Chemtura Corporation, Term Loan, 5.500%, due 08/27/16	4,384,097
2,075,556			(4)	Cristal Inorganic Chemicals, Inc (aka Millenium Inorganic Chemicals), Second Lien Term Loan, 6.119%, due 11/15/14	2,047,882
2,557,494				Houghton International, Inc., Term Loan B1, 6.750%, due 01/29/16	2,557,494
1,845,179				Ineos US Finance LLC, Term Loan B2, 7.501%, due 12/16/13	1,859,018
2,149,532				Ineos US Finance LLC, Term Loan C2, 8.001%, due 12/16/14	2,165,653
1,128,000				Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Synthetic LC (C3), 2.499%, due 05/03/13	1,094,160
2,881,248				Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C1B, 4.000%, due 05/05/15	2,761,195
1,294,138				Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C2B, 4.125%, due 05/05/15	1,240,215
1,146,628				Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C4B, 4.187%, due 05/05/15	1,089,296
957,500				Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C5B, 4.000%, due 05/05/15	914,413

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Chemicals, Plastics & Rubber: (continued)*
$	992,228		Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C7B, 4.125%, due 05/05/15	$	947,578
1,360,000			OM Group, Inc, Term Loan B USD, 5.750%, due 08/02/17	1,353,200
1,287,000			Omnova Solutions Inc, Term Loan B, 5.750%, due 05/31/17	1,272,521
5,369,475			Styron S.A.R.L., Term Loan B, 6.000%, due 08/02/17	4,644,596
666,667			Taminco, Term Loan B2 USD, 2.260%, due 08/31/15	650,000
666,667			Taminco, Term Loan C2 USD, 3.510%, due 08/31/16	650,000
6,272,700			Univar Inc., Term Loan B, 5.000%, due 06/30/17	6,100,200
				35,731,518
*Containers, Packaging & Glass: 4.3%*
4,722,827			Berry Plastics Corporation, $1,200MM Term Loan C, 2.252%, due 04/03/15	4,480,782
2,741,690			Bway Holding Corporation, Term Loan B, 4.500%, due 02/23/18	2,686,857
252,736			Bway Holding Corporation, Term Loan C, 4.500%, due 02/23/18	247,681
5,860,313			Husky Injection Molding Systems, Ltd, Term Loan B, 6.500%, due 06/30/18	5,843,218
997,500			Pro Mach, Inc, Term Loan, 6.250%, due 07/06/17	982,538
EUR		995,000	Reynolds Group Holdings Inc, Eur Term Loan, 6.750%, due 02/09/18	1,313,487
$	6,000,000		Reynolds Group Holdings Inc, Term Loan C, 6.500%, due 08/09/18	5,917,500
8,258,500			Reynolds Group Holdings Inc, US Term Loan, 6.500%, due 02/09/18	8,093,329
EUR		740,625	Sealed Air Corporation, Euro Term Loan B, 5.500%, due 10/03/18	997,592
$	1,678,750		Sealed Air Corporation, Term Loan B, 4.750%, due 10/03/18	1,694,837
2,864,790			Xerium Technologies, Inc., USD First Lien Term Loan, 5.500%, due 05/22/17	2,846,885
				35,104,706
*Data and Internet Services: 9.2%*
2,638,200			Avaya Inc., Term Loan B-1, 3.256%, due 10/24/14	2,459,180
8,291,524			Avaya Inc., Term Loan B-3, 5.006%, due 10/26/17	7,352,509
4,351,757			Carlson Wagonlit Holdings B.V., Term Loan B2 ($ tranche), 4.178%, due 08/04/14	4,134,169
4,207,231			CCC Information Services Group, Inc., Term Loan B, 5.500%, due 11/11/15	4,215,120
1,191,015			Fifth Third Processing Solutions, Term Loan B-1, 4.500%, due 11/03/16	1,185,060
2,108,125			First American Payment Systems, Term Loan B, 6.750%, due 10/04/16	2,097,584
10,000,000			First Data Corporation, Extended Term Loan B, 4.257%, due 03/23/18	8,380,000
3,235,285			First Data Corporation, Term Loan B1, 3.007%, due 09/24/14	2,871,315
73,740			First Data Corporation, Term Loan B2, 3.007%, due 09/24/14	65,490

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Data and Internet Services: (continued)*
$	9,395,340			First Data Corporation, Term Loan B3, 3.007%, due 09/24/14	$	8,344,236
4,900,000			(4)	Go Daddy Operating Company, LLC, Term Loan, due 09/29/17	4,900,000
2,992,500				Mercury Payment Systems LLC, Term Loan B, 6.500%, due 07/03/17	2,988,759
3,031,999				Orbitz Worldwide, Inc., Term Loan, 3.372%, due 07/25/14	2,621,164
2,205,555				Property Data I, Inc., Term Loan B, 7.000%, due 12/21/16	1,885,750
10,993,136				Sabre Inc., First Lien Term Loan, 2.307%, due 09/30/14	9,063,842
1,900,000				Ship US Bidco, Inc. (RBS Worldpay), Term Loan B2 USD (size TBC), 5.250%, due 10/15/17	1,879,417
5,397,887				Trans Union LLC, Term Loan B, 4.750%, due 02/12/18	5,354,710
2,526,694				Transfirst Holdings, Inc., First Lien Term Loan, 3.010%, due 06/15/14	2,340,350
676,705				Travelport, Inc., Delayed Draw Term Loan extended, 4.869%, due 08/21/15	565,895
421,022				Travelport, Inc., Term Loan B ($) Extended, 4.869%, due 08/21/15	352,079
136,295				Travelport, Inc., Term Loan S (Synthetic LC Converted), 4.869%, due 08/21/15	113,976
2,500,000				Web.com Group, Inc., First Lien Term Loan, 7.000%, due 10/28/17	2,225,000
					75,395,605
*Diversified / Conglomerate Manufacturing: 2.9%*
1,489,242				Doncasters Group Limited, Facility B2, 4.293%, due 05/15/15	1,227,507
1,489,242				Doncasters Group Limited, Facility C2, 4.793%, due 05/13/16	1,227,507
3,876,087				Edwards (Cayman Islands II) Limited (aka BOC Edwards), Extended Term Loan, 5.500%, due 05/31/16	3,648,367
1,994,975				Edwards (Cayman Islands II) Limited (aka BOC Edwards), New Term Loan, 5.500%, due 05/31/16	1,877,770
1,215,262				EPD, Inc., 1st lien Term Loan, 2.760%, due 07/31/14	1,109,307
174,061				EPD, Inc., Delayed draw Term Loan, 2.760%, due 07/31/14	158,885
EUR		287,397	(4)	ISS Holding A/S, Extended Term Loan B 10 EUR, 5.029%, due 04/30/15	375,581
EUR		162,716	(4)	ISS Holding A/S, Extended Term Loan B5 EUR, 5.029%, due 04/30/15	212,644
EUR		29,033	(4)	ISS Holding A/S, Extended Term Loan B6 EUR, 5.029%, due 04/30/15	37,942
EUR		21,738	(4)	ISS Holding A/S, Extended Term Loan B7 EUR, 5.029%, due 04/30/15	28,409
EUR		153,681	(4)	ISS Holding A/S, Extended Term Loan B8 EUR, 5.029%, due 04/30/15	200,836
EUR		2,052,835	(4)	ISS Holding A/S, Extended Term Loan B9 EUR, 5.029%, due 04/30/15	2,682,722
$	2,616,828			Rexnord Corporation / RBS Global, Inc., Term Loan B, 2.894%, due 07/19/13	2,589,024
3,202,817				Sensus Metering Systems Inc., New First Lien Term Loan, 4.750%, due 05/09/17	3,146,768
4,400,000				Sensus Metering Systems Inc., New Second Lien Term Loan, 8.500%, due 05/09/18	4,331,250
1,197,000				Waterpik, Term Loan, 6.751%, due 08/10/17	1,179,045
					24,033,564
*Diversified / Conglomerate Service: 3.9%*
6,730,092				Affinion Group, Inc., First Lien Term Loan, 5.000%, due 10/10/16	6,107,558
2,613,737				Brand Services, Inc., Existing Sr Sec 1st Lien, 2.625%, due 02/07/14	2,143,264

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Diversified / Conglomerate Service: (continued)*
$	1,143,354		Brand Services, Inc., Incremental Sr Sec 1st Lien, 3.805%, due 02/07/14	$	948,983
250,000			Brock Holdings, Inc., New 2nd Lien Term Loan, 10.000%, due 03/16/18	232,500
1,492,500			Brock Holdings, Inc., New Term Loan B, 6.000%, due 03/16/17	1,440,263
3,189,865		(4)	Catalina Marketing Corporation, Term Loan B, 3.010%, due 10/01/14	3,046,321
849,477			Coach America Holdings, Inc., First Lien Term Loan B, 7.250%, due 04/18/14	553,859
182,965			Coach America Holdings, Inc., Synthetic L/C Facility, 5.923%, due 04/20/14	117,098
2,992,500			CorpSource Finance Holdings, LLC, 1st Lien Term Loan, 6.625%, due 04/28/17	2,513,700
2,680,769			MoneyGram International, Inc., First Lien Term Loan, 4.500%, due 11/17/17	2,645,584
1,700,000		(4)	MoneyGram International, Inc., Tranche B-1 Lender, due 11/17/17	1,678,750
447,875			ServiceMaster Company, Delayed Draw Term Loan, 2.760%, due 07/24/14	425,481
4,497,410			ServiceMaster Company, Term Loan B, 2.767%, due 07/24/14	4,272,540
1,647,883			Valleycrest Companies, LLC, Extended Term Loan, 6.500%, due 10/05/15	1,565,489
2,571,757			West Corp, Term Loan B-4, 4.612%, due 07/15/16	2,558,898
2,272,707			West Corp, Term Loan B-5, 4.626%, due 07/15/16	2,258,502
				32,508,790
*Ecological: 0.7%*
775,305			Synagro Technologies, Inc., 1st lien Term Loan, 2.250%, due 04/02/14	662,886
485,000			Synagro Technologies, Inc., 2nd lien Term Loan, 5.000%, due 10/02/14	383,150
4,982,481			Waste Industries USA, Inc., Term loan, 4.750%, due 03/17/17	4,882,831
				5,928,867
*Electronics: 7.2%*
5,221,123			Aspect Software, Inc., Term Loan, 6.250%, due 05/06/16	5,195,018
4,650,000			Attachmate Corporation, 1st Lien Term Loan, 6.500%, due 04/27/17	4,535,689
4,800,000			Blackboard Inc., 1st Lien Term Loan B, 7.500%, due 10/04/18	4,584,000
921,076			CDW LLC, Extended Term Loan B, 4.000%, due 07/14/17	870,993
3,003,679			Dealer Computer Services Inc., Term Loan B, 3.750%, due 04/20/18	2,995,869
6,184,500			Eagle Parent, Inc., Term Loan B, 5.000%, due 05/16/18	5,864,965
56,830			FCI International S.A.S., Term Loan A1, 2.845%, due 09/30/12	55,504
51,965			FCI International S.A.S., Term Loan A2, 2.845%, due 09/30/12	50,752
12,701,170		(4)	Freescale Semiconductor, Inc., Term Loan B-2, 4.496%, due 12/01/16	12,066,111
172,386			Infor Enterprise Solutions Holdings, Inc., Extended Delayed Draw Term Loan, 6.000%, due 07/28/15	162,043

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount						Borrower/Tranche Description	Fair Value
*Electronics: (continued)*
$	477,128					Infor Enterprise Solutions Holdings, Inc., Extended Dollar Tranche B-1 Term Loan, 5.003%, due 07/28/15	$	454,465
EUR			711,705			Infor Enterprise Solutions Holdings, Inc., Extended Initial Euro Term Loan, 6.306%, due 07/28/15	886,123
$	346,149					Infor Enterprise Solutions Holdings, Inc., Extended Initial U.S. Term Loan, 6.000%, due 07/28/15	325,380
EUR		500,000				Infor Enterprise Solutions Holdings, Inc., Inital Euro Loan (2nd Lien), 7.447%, due 03/03/14	539,120
$	2,240,000					Kronos Incorporated, Second Lien Term Loan, 6.119%, due 06/11/15	2,111,200
6,234,375						Lawson Software, Inc., Term Loan, 6.750%, due 07/05/17	6,101,894
3,610,186						Microsemi Corporation, Term Loan, 5.750%, due 02/02/18	3,619,212
4,923,000						Open Link Financial, Inc., Term Loan, 7.750%, due 10/28/17	4,929,154
4,380,810					(4)	Spansion LLC, Term Loan, 4.750%, due 02/09/15	4,347,954
							59,695,446
*Finance: 4.0%*
1,742,032						BNY ConvergEx Group, LLC, Eze Borrower Term Loan, 5.250%, due 12/19/16	1,759,452
4,151,607						BNY ConvergEx Group, LLC, Top Borrower Term Loan, 5.250%, due 12/19/16	4,193,123
5,248,674						Fidelity National Information Services, Inc., Term Loan B 2016, 5.250%, due 07/18/16	5,270,547
2,140,500					(4)	Fundtech, Term Loan, due 11/15/17	2,111,069
4,950,125						Interactive Data Corporation, Term Loan B, 4.500%, due 02/12/18	4,888,248
5,284,549						LPL Holdings, Inc., Extended First Lien Term Loan D 2015, 4.250%, due 06/25/15	5,277,942
1,912,739						LPL Holdings, Inc., Incremental First Lien Term Loan 2017, 5.250%, due 06/28/17	1,927,085
2,947,159						MIP Delaware, LLC, Term Loan, 5.500%, due 07/12/18	2,928,739
2,000,000					(4)	Nuveen Investments, Inc., First-Lien Incremental Term Loan, due 05/13/17	1,965,000
2,636,835						Nuveen Investments, Inc., Term Loan 2017, 5.898%, due 05/12/17	2,511,586
							32,832,791
*Foreign Cable, Foreign TV, Radio and Equipment: 1.5%*
EUR				63,790		Numericable (YPSO France SAS), EUR Tranche Acquisition B1, 4.865%, due 06/16/14	70,447
EUR				155,513		Numericable (YPSO France SAS), EUR Tranche Recap B1, 4.865%, due 06/16/14	171,744
EUR				104,078		Numericable (YPSO France SAS), EUR Tranche Acquisition B2, 4.865%, due 06/16/14	114,940
EUR				225,897		Numericable (YPSO France SAS), EUR Term Loan C Acq, 5.615%, due 12/31/15	249,051
EUR				424,283		Numericable (YPSO France SAS), EUR Term Loan C Recap, 5.615%, due 12/31/15	467,772
EUR				5,268,168		UPC Broadband Holding B.V, Term Loan S, 5.118%, due 12/31/16	6,609,861

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Foreign Cable, Foreign TV, Radio and Equipment: (continued)*
EUR		3,648,797		UPC Broadband Holding B.V, Term Loan U, 5.368%, due 12/31/17	$	4,607,691
					12,291,506
*Gaming: 4.0%*
$	3,300,000		(4)	Boyd Gaming Corporation, Incremental Term Loan, 6.000%, due 12/17/15	3,264,938
1,275,000				Caesars Octavius, LLC, Term Loan, 9.250%, due 02/24/17	1,215,500
1,214,916				Cannery Casino Resorts, LLC, Delay Draw Term Loan, 4.510%, due 05/20/13	1,124,557
1,458,046				Cannery Casino Resorts, LLC, Term Loan B, 4.510%, due 05/17/13	1,349,604
535,170			(2)(3)	Fontainebleau Las Vegas, LLC, Delayed Draw Term Loan, 6.000%, due 06/06/14	156,537
1,070,339			(2)(3)	Fontainebleau Las Vegas, LLC, Term Loan, 6.000%, due 06/06/14	313,074
767,143				Global Cash Access, Inc., Term Loan B, 7.000%, due 03/01/16	766,184
2,144,730				Golden Nugget, Inc., 1st Lien Term Loan, 3.260%, due 06/30/14	1,745,274
1,220,862				Golden Nugget, Inc., Delayed Draw Term Loan, 3.260%, due 06/30/14	993,476
2,415,817				Harrahs Operating Company, Inc, Term Loan B1, 3.418%, due 01/28/15	2,056,841
7,249,697				Harrahs Operating Company, Inc, Term Loan B2, 3.362%, due 01/28/15	6,180,367
3,131,104				Harrahs Operating Company, Inc, Term Loan B3, 3.417%, due 01/28/15	2,671,224
3,523,257				Harrahs Operating Company, Inc, Term Loan B4 (Incremental), 9.500%, due 10/31/16	3,483,621
2,133,875				Isle Of Capri Casinos, Inc., Term Loan B, 4.750%, due 11/01/13	2,128,096
1,090,871				Las Vegas Sands, LLC, Delayed Draw Term Loan I (Extended), 2.840%, due 11/23/16	1,044,509
4,444,879				Las Vegas Sands, LLC, Term Loan B (Extended), 2.840%, due 11/23/16	4,272,640
					32,766,442
*Grocery: 0.3%*
2,554,642			(4)	Roundys Supermarkets, Inc., Extended Term Loan B, 7.000%, due 11/03/13	2,507,808
					2,507,808
*Healthcare, Education and Childcare: 16.5%*
5,000,000				Alere US Holdings, LLC, Term Loan B, 4.500%, due 06/30/17	4,893,750
8,400,000			(4)	Capsugel Holdings US, Inc., Term Loan B, 5.250%, due 08/01/18	8,417,497
5,298,222			(4)	Catalent Pharma Solutions, Inc., Term Loan B, 2.510%, due 04/10/14	5,026,688
1,757,534				CHG Medical Staffing, Inc., 1st Lien Term Loan, 5.500%, due 10/03/16	1,755,337
2,076,374				CHS/Community Health Systems, Inc., Non extended Term Loan B, 2.754%, due 07/25/14	2,010,449
107,200				CHS/Community Health Systems, Inc., Non-extended Delayed Draw Term Loan B, 2.510%, due 07/25/14	103,796
5,027,112				ConvaTec, Term Loan B USD, 5.750%, due 12/22/16	4,932,854

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Healthcare, Education and Childcare: (continued)*
$	1,240,625			Davita Inc., Term Loan B, 4.500%, due 10/20/16	$	1,234,422
5,984,642				Drumm Investors LLC, Term loan B, 5.000%, due 05/04/18	5,146,792
2,900,000				Emdeon, Inc., Term loan B, 6.750%, due 10/15/18	2,917,673
6,173,987				Emergency Medical Services Corporation, Term loan B, 5.250%, due 05/25/18	5,998,418
1,468,473				Endo Pharmaceuticals Holdings Inc., Term loan B, 4.000%, due 06/18/18	1,475,357
32,575				Gambro Holding AB, Term Loan B2 USD, 2.219%, due 06/05/14	32,392
SEK		41,155		Gambro Holding AB, Term Loan B4 SEK, 4.290%, due 06/05/14	6,041
SEK		41,842		Gambro Holding AB, Term Loan B5 SEK, 4.290%, due 06/05/14	6,142
$	32,575			Gambro Holding AB, Term Loan C2 USD, 3.219%, due 06/05/15	32,392
SEK		41,155		Gambro Holding AB, Term Loan C4 SEK, 5.290%, due 06/05/15	6,041
SEK		41,842		Gambro Holding AB, Term Loan C5 SEK, 5.290%, due 06/08/15	6,142
$	2,842,875			Grifols S.A, Term Loan B USD, 6.000%, due 06/01/17	2,845,243
2,405,625				Harlan Sprague Dawley, Inc., Term Loan B, 3.890%, due 07/11/14	2,060,820
4,032,500			(4)	Health Management Associates, Inc., Term B, due 11/22/18	4,016,120
1,976,518				HGI Holding, Inc., Senior Secured Term Loan B due 2016, 6.750%, due 09/29/16	1,962,518
6,328,225				Iasis Healthcare LLC, Term Loan B, 5.000%, due 05/03/18	6,135,739
5,000,000				Immucor, Inc., Term loan B, 7.250%, due 08/17/18	5,029,165
4,655,771				IMS Health Incorporated, Term Loan B, 4.500%, due 08/25/17	4,644,616
4,399,950				inVentiv Health Inc., Original term loan B, 6.500%, due 08/04/16	4,333,950
2,552,363				inVentiv Health Inc., Term B-3, 6.750%, due 05/15/18	2,514,077
10,000,000				Kinetic Concepts, Inc., Term Loan B-1, 7.000%, due 04/20/18	10,062,500
1,599,080				Medassets, Inc., Term Loan B, 5.250%, due 11/16/16	1,592,084
4,676,273				Onex Carestream Finance LP, Term Loan B, 5.000%, due 02/25/17	4,157,987
2,400,000			(4)	Pharmaceutical Product Development, Inc., Bank Term Loan B, due 11/30/18	2,368,999
293,187				Physicians Oncology Services, L.P., Delayed Draw term loan $25mm, 6.250%, due 01/31/17	281,459
2,413,285				Physicians Oncology Services, L.P., Term loan, 6.250%, due 01/31/17	2,316,753
5,985,000				Quintiles Transnational Corp., Term Loan B, 5.000%, due 06/08/18	5,845,352
4,588,500				Rural/Metro Corporation, Term Loan B, 5.750%, due 06/29/18	4,502,466
1,196,528				Skilled Healthcare Group, Inc., New Term Loan, 5.288%, due 04/08/16	1,117,258
1,433,333				Sun Healthcare Group Inc., Term Loan B, 7.500%, due 10/15/16	1,098,292
4,645,826				Sunquest Information Systems, Inc., Term Loan B, 6.250%, due 12/16/16	4,622,597
2,872,781				Surgical Care Affiliates LLC, Extended Term Loan, 4.372%, due 12/29/14	2,757,870
1,885,275				Surgical Care Affiliates LLC, Incremental Term Loan, 5.500%, due 06/29/18	1,753,306
2,857,422				Universal Health Services, Inc., Amended Tranche B, 4.000%, due 11/15/16	2,843,135

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Healthcare, Education and Childcare: (continued)*
$	5,211,460			Vanguard Health Holdings Company Ii, LLC, Term Loan B, 5.000%, due 01/29/16	$	5,159,346
EUR		1,000,000		Vitalia, Term Loan B, 5.698%, due 06/29/18	1,308,891
EUR		2,443,750		VWR International Inc., EURO Term Loan B, 3.697%, due 06/27/14	3,140,594
$	1,466,250			VWR International Inc., Term Loan B, 2.760%, due 06/30/14	1,414,931
$	1,023,429			Warner Chilcott Company LLC, Term B-1, 4.250%, due 03/15/18	1,012,555
511,714				Warner Chilcott Company LLC, Term B-2, 4.250%, due 03/15/18	506,277
703,607				Warner Chilcott Company LLC, Term B-3, 4.250%, due 03/15/18	696,131
					136,103,214
*Home & Office Furnishings: 1.3%*
EUR		745,552		Global Garden Products Italy S.P.A., Term 1 Loan Facility, 3.973%, due 08/31/16	791,362
EUR		745,552		Global Garden Products Italy S.P.A., Term 2 Loan Facility, 3.973%, due 08/31/17	791,362
EUR		322,330		Hilding Anders, EUR Term Loan B, 4.794%, due 04/24/15	360,000
SEK		25,187,946		Hilding Anders, SEK Term Loan B, 5.763%, due 03/31/15	2,676,978
$	3,980,670			Hillman Group (The), Inc., First Lien Term Loan, 5.000%, due 05/27/16	3,925,936
2,468,750				Springs Window Fashions, LLC, First Lien Term Loan, 6.000%, due 05/31/17	2,437,891
					10,983,529
*Insurance: 3.1%*
1,882,016				AmWINS Group, Inc., Initial Term Loan, 4.592%, due 06/08/13	1,834,966
1,940,338				Applied Systems Inc., First Lien, 5.500%, due 12/08/16	1,899,105
400,000				Applied Systems Inc., Second Lien, 9.250%, due 06/07/17	386,000
EUR			1,675,000	CEP Group (Financiere CEP), Term Loan B, 5.697%, due 06/29/18	2,185,828
$	2,483,000			HMSC Corporation, 1st Lien Term Loan, 2.510%, due 04/03/14	1,986,400
440,673				Hub International Limited, Delayed Draw Term Loan, 2.869%, due 06/13/14	421,945
2,068,133				Hub International Limited, Incremental Term Loan, 6.750%, due 06/13/14	2,057,793
1,960,382				Hub International Limited, Initial Term Loan, 2.869%, due 06/13/14	1,877,065
4,976,923				Sedgwick Holdings, Inc., Term Loan B-1, 5.000%, due 12/30/16	4,927,153
2,208,310				USI Holdings Corp., Term Loan B, 2.760%, due 05/05/14	2,140,681
588,000				USI Holdings Corp., Term Loan C, 7.000%, due 04/15/14	590,940
4,786,468				Vertafore, Inc., First Lien Term Loan Tack-On, 5.250%, due 07/29/16	4,698,717
827,916				Vertafore, Inc., First Lien Term Loan Tack-On, 5.250%, due 07/29/16	812,738
					25,819,331
*Leisure, Amusement, Entertainment: 2.6%*
5,710,530				24 Hour Fitness Worldwide, Inc, Term Loan B, 7.500%, due 04/22/16	5,523,156

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Leisure, Amusement, Entertainment: (continued)*
$	1,221,225			Alpha D2 Limited (Formula One World Championship Limited), Term Loan B1, 2.526%, due 12/31/13	$	1,165,659
776,403				Alpha D2 Limited (Formula One World Championship Limited), Term Loan B2, 2.526%, due 12/31/13	741,076
1,805,933				AMF Bowling Worldwide, Inc., First Lien Term Loan, 2.760%, due 06/07/13	1,521,499
5,984,304				Cedar Fair, L.P., Term Loan B, 4.000%, due 12/15/17	5,988,008
985,000				Live Nation Entertainment, Inc., Term Loan B, 4.500%, due 11/07/16	978,844
GBP		798,000		London Arena & Waterfront Finance LLC (a.k.a. “The O2”), Term Loan, 5.453%, due 06/29/18	1,196,406
$	2,179,064			NEP II, INC, Term Loan B, 3.619%, due 02/16/17	2,091,901
1,990,000				The Weather Channel, Term Loan B, 4.250%, due 02/13/17	1,985,855
					21,192,404
*Lodging: 0.4%*
960,000				Audio Visual Services Corporation, 1st Lien Term Loan, 2.620%, due 02/28/14	796,799
EUR			1,250,000	Scandic Hotels AB, Term Loan B2 (EUR), 3.833%, due 07/09/15	1,351,998
EUR			1,250,000	Scandic Hotels AB, Term Loan C2 (EUR), 3.833%, due 07/08/16	1,351,998
					3,500,795
*Machinery: 1.5%*
$	2,355,388			Alliance Laundry Systems LLC, Term Loan B, 6.250%, due 09/30/16	2,353,916
EUR			1,059,446	Kion Group GMBH, Term Loan B EURO, 4.697%, due 12/23/14	1,092,006
$	515,014			Kion Group GMBH, Term Loan B2 (USD tranche), 3.760%, due 12/23/14	385,746
EUR			995,697	Kion Group GMBH, Term Loan C EURO, 4.947%, due 12/23/15	1,026,298
$	515,014			Kion Group GMBH, Term Loan C2 (USD tranche), 4.010%, due 12/23/15	385,746
EUR			2,000,000	Terex Corporation, Term Loan Euro Tranche, 6.032%, due 04/28/17	2,685,521
$	4,000,000			Terex Corporation, Term Loan, 5.500%, due 04/28/17	4,015,000
					11,944,233
*Mining, Steel, Iron & Nonprecious Metals: 2.1%*
6,348,000				Fairmount Minerals, Ltd., Term Loan B, 5.250%, due 03/15/17	6,348,000
5,136,188				Novelis Inc., Term Loan B, 3.750%, due 03/10/17	5,074,126
1,645,750				U.S. Silica Company, Term Loan, 4.750%, due 06/01/17	1,646,779
4,047,103				Walter Energy, Inc., Term Loan B, 4.000%, due 04/02/18	3,981,969
					17,050,874
*North American Cable: 3.7%*
2,080,841				Atlantic Broadband, Term Loan B, 4.000%, due 03/08/16	2,018,416
2,183,500				Bresnan Communications, LLC, Term Loan B, 4.500%, due 12/14/17	2,145,289
1,588,000				Knology Inc, Term Loan B, 4.000%, due 08/18/17	1,549,293
8,002,920				Mediacom Broadband LLC, Term Loan D-1, 1.950%, due 01/30/15	7,582,766
3,528,000				Mediacom LLC Group, Term Loan D, 5.500%, due 03/31/17	3,487,209
3,950,000				Mediacom LLC Group, Term Loan E, 4.500%, due 10/23/17	3,846,313

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*North American Cable: (continued)*
$	4,658,325			San Juan Cable LLC, ‘1st Lien, 6.000%, due 06/09/17	$	4,623,388
5,665,966				Wideopenwest Finance, LLC, ‘1st Lien Term Loan, 2.755%, due 06/27/14	5,379,126
					30,631,800
*Oil & Gas: 1.5%*
2,984,496				CCS Inc., $1300MM Term Loan, 3.369%, due 11/14/14	2,725,839
5,949,255			(4)	Frac Tech International, LLC, Term Loan (HoldCo), 6.250%, due 05/06/16	5,872,408
1,106,561				Hercules Offshore, LLC, Term Loan Facility, 7.500%, due 07/11/13	1,080,972
2,920,000				MEG Energy Corp., New Term Loan, 4.000%, due 03/16/18	2,893,539
					12,572,758
*Other Broadcasting and Entertainment: 0.8%*
6,432,411				Getty Images, Inc, Term Loan B, 5.250%, due 11/07/16	6,456,533
					6,456,533
*Other Telecommunications: 4.4%*
1,985,000				Alaska Communications Systems Holdings, Inc., Term Loan, 5.500%, due 10/21/16	1,898,984
7,530,337				Asurion, LLC, First Lien Term Loan, 5.500%, due 05/24/18	7,278,544
2,700,000				Asurion, LLC, Second Lien Term Loan, 9.000%, due 05/24/19	2,613,938
1,000,000				Consolidated Communications, Inc., Initial Term-2 Loan, 4.010%, due 12/31/17	925,000
4,403,194			(2)(4)	Hawaiian Telcom Communications, Inc., Term Loan, 9.000%, due 11/01/15	4,458,233
4,230,000				Level 3 Financing, Inc, Term Loan B III, 5.750%, due 09/01/18	4,113,675
4,178,982				MetroPCS Wireless, Inc., Term Loan B-3, 4.028%, due 03/16/18	4,078,428
3,000,000				Neustar, Inc., Term Loan, 5.000%, due 11/07/18	3,003,726
1,376,314				NTELOS Inc., New Term Loan, 4.000%, due 08/07/15	1,356,816
995,000				PAETEC Holding Corp, Term Loan B, 5.750%, due 05/31/18	990,025
3,086,098			(4)	U.S. Telepacific Corp, First Lien Term Loan, 5.750%, due 02/23/17	2,914,434
EUR		2,500,000	(4)	Wind Telecommunicazioni S.P.A., Term Loan B1 5.446%, due 12/15/17	2,964,318
					36,596,121
*Personal & Nondurable Consumer Products: 4.8%*
$	3,044,700			Acosta, Inc., Term Loan, 4.750%, due 03/01/18	2,964,777
4,977,462				Advantage Sales & Marketing, Inc., First Lien Term Loan, 5.250%, due 12/18/17	4,919,389
2,365,000				Advantage Sales & Marketing, Inc., Second Lien Term Loan, 9.250%, due 06/18/18	2,273,356
2,441,336				Bushnell, Inc., First Lien, 4.622%, due 08/23/13	2,307,063
994,470				Fender Musical Instruments Corp., Delayed Draw, 2.510%, due 06/09/14	924,857
1,968,339				Fender Musical Instruments Corp., Term Loan B, 2.510%, due 06/09/14	1,830,555
5,087,250				Information Resources, Inc., Term Loan B, 5.000%, due 12/01/17	5,036,378
2,226,512				Jarden Corporation, New Term Loan B, 3.260%, due 03/30/18	2,231,838

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Personal & Nondurable Consumer Products: (continued)*
$	285,276			KIK Custom Products, Inc., $CAD First Lien Term Loan, 2.500%, due 06/02/14	$	243,674
1,664,111				KIK Custom Products, Inc., $US First Lien Term Loan, 2.500%, due 06/02/14	1,421,429
831,250				KIK Custom Products, Inc., Incremental First Lien Term Loan, 8.500%, due 05/30/14	789,688
3,990,000				Revlon Consumer Products Corporation, Term Loan, 4.750%, due 11/17/17	3,962,569
4,007,170				Spectrum Brands, Inc., Term Loan B, 5.001%, due 06/17/16	4,013,481
4,166,306				SRAM, LLC, First Lien Term Loan, 4.764%, due 06/07/18	4,145,474
357,500				SRAM, LLC, Second Lien Term Loan, 8.500%, due 12/07/18	359,288
173,004				Totes Isotoner Corporation, Delayed Draw 1st Ln Term Loan, 7.250%, due 07/07/17	168,463
1,668,180				Totes Isotoner Corporation, First Ln Term Loan, 7.257%, due 07/07/17	1,624,390
					39,216,669
*Personal, Food & Miscellaneous: 5.1%*
2,936,842				Bojangles Restaurants, Inc., Term Loan, 8.008%, due 08/17/17	2,848,737
EUR		2,605,313		Burger King Corporation, Term Loan B EUR, 4.750%, due 10/19/16	3,449,741
$	3,415,054			Burger King Corporation, Term Loan B USD, 4.500%, due 10/19/16	3,393,710
4,917,163			(4)	Dennys, Inc, Term Loan B, 5.250%, due 09/30/16	4,904,870
1,692,786				DineEquity Inc., Term Loan B, 4.250%, due 10/19/17	1,684,322
3,493,644				Dunkin Brands, Inc., Term Loan B, 4.000%, due 11/23/17	3,440,366
1,194,000				Michael Foods, Term Loan B, 4.250%, due 02/23/18	1,182,060
2,475,000				N.E.W. Customer Services Companies, Inc., First Lien Term Loan, 6.000%, due 03/23/16	2,428,594
2,977,500				NBTY, Inc., Term Loan B, 4.250%, due 10/02/17	2,943,074
671,679				OSI Restaurant Partners, Inc., Pre-Funded Revolver, 2.392%, due 06/14/13	641,034
6,650,330				OSI Restaurant Partners, Inc., Term Loan B, 2.580%, due 06/14/14	6,346,908
4,179,305				U.S. Security Associates Holdings, Inc., New Term Loan, 6.000%, due 07/28/17	4,116,616
4,399,615				Wendys/Arbys Restaurants, LLC, Term Loan, 5.000%, due 05/24/17	4,397,780
					41,777,812
*Printing & Publishing: 6.5%*
440,928				Black Press, Ltd., Term Loan B1, 2.523%, due 08/02/13	421,086
267,706				Black Press, Ltd., Term Loan B2, 2.523%, due 08/02/13	255,659
798,755				Caribe Media Inc., Term Loan, 10.000%, due 11/18/14	339,471
9,880,804				Cengage Learning, Inc., Term Loan B, 2.510%, due 07/03/14	8,363,172
4,357,125				Cenveo Corporation, Term Loan B, 6.250%, due 12/21/16	4,295,397
1,665,933				CW Acquisition Limited Partnership, Term Loan C, 6.503%, due 07/13/16	1,646,497
2,072,744				Dex Media East, LLC, Term Loan, 2.940%, due 10/24/14	1,005,281

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount					Borrower/Tranche Description	Fair Value
*Printing & Publishing: (continued)*
$	1,881,104				Dex Media West, LLC, TERM LOAN due 10/24/2014, 7.250%, due 10/24/14	$	1,105,149
EUR			314,888		Flint Group Holdings S.A.R.L., EUR Term Loan B8 AEB, 5.998%, due 05/29/15	373,019
EUR			351,778		Flint Group Holdings S.A.R.L., EUR Tranche B9, 5.998%, due 12/30/16	416,719
$	841,151				Flint Group Holdings S.A.R.L., Term Loan B7 AEB, 4.798%, due 12/31/14	740,213
353,279					Flint Group Holdings S.A.R.L., Term Loan B7 AFB, 4.798%, due 12/31/14	310,886
2,333,333					Flint Group Holdings S.A.R.L., Term Loan B9, 4.798%, due 05/29/15	2,053,333
1,277,104					Flint Group Holdings S.A.R.L., Term Loan C7, 4.798%, due 12/31/15	1,123,852
1,185,584					Intermedia Outdoor, Inc., 1st lien Term Loan, 3.119%, due 01/31/13	1,117,413
EUR			1,369,639		Mediannuaire Holding, Term Loan B3 (extended), 4.280%, due 10/12/15	532,358
EUR			1,486,320		Mediannuaire Holding, Term Loan C2 (extended Term Loan B3 lenders), 4.280%, due 10/12/15	577,710
$	4,761,595				Merrill Communications, LLC, New Term Loan B-DD, 7.500%, due 12/24/12	4,577,083
1,771,936					Nelson Canada, ‘1ST LIEN-C$ 330 mm, 2.869%, due 07/03/14	1,426,409
EUR		533,360			PagesJaunes Groupe SA, Term Loan A3, 4.704%, due 09/11/15	478,943
AUD		17,320,730			PBL Media, Term Loan B, 7.028%, due 02/05/13	15,171,309
$	1,650,388				Penton Media, Inc, Term Loan B, 5.000%, due 08/01/14	1,006,737
3,954,362					R.H. Donnelley Corporation, New Term Loan, 9.000%, due 10/24/14	1,542,201
6,232,632					SuperMedia, Inc., Term Loan, 11.000%, due 12/31/15	2,887,354
985,535					Thomas Nelson Publishers, Term Loan, 9.000%, due 06/14/16	962,129
1,569,928					Yell Group PLC, New Term Loan B1, 4.010%, due 07/31/14	419,956
						53,149,336
*Radio and TV Broadcasting: 6.5%*
5,000,000					Clear Channel Communications, Inc., Term Loan B, 3.910%, due 01/28/16	3,739,585
1,338,663				(4)	CMP KC, LLC, Term Loan B, due 10/03/12	95,045
6,000,000					Cumulus Media Holdings Inc., First Lien Term Loan B, 5.750%, due 09/17/18	5,869,999
2,000,000					Cumulus Media Holdings Inc., Second Lien Term Loan B, 7.500%, due 02/11/19	1,900,000
1,450,000				(4)	Entercom Communications Corporation, Term loan B, due 11/22/18	1,446,980
1,768,264					FoxCo Acquisition, LLC, Term Loan B, 4.750%, due 07/14/15	1,731,793
5,340,901					HIT Entertainment, Inc., 1st Lien Term Loan, 5.495%, due 06/01/12	5,296,395
3,147,535					Hubbard Radio LLC, 1st Lien Term Loan B, 5.250%, due 04/28/17	3,108,191
285,714					Hubbard Radio LLC, 2nd Lien Term Loan C, 8.750%, due 04/30/18	285,000
577,688					Nexstar Broadcasting, Inc., Mission Term Loan B, 5.000%, due 09/30/16	574,799
1,401,068					Nexstar Broadcasting, Inc., Term Loan B, 5.000%, due 09/30/16	1,394,062

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Radio and TV Broadcasting: (continued)*
$	997,500			Raycom TV Broadcasting, LLC, Term Loan B, 4.500%, due 05/31/17	$	957,600
1,360,935				Regent Communications, New Term Loan, 5.250%, due 04/27/14	1,303,945
28,312,965				Univision Communications, Inc., Extended Term Loan, 4.510%, due 03/31/17	25,446,278
					53,149,672
*Retail Stores: 13.0%*
6,000,000				Academy Ltd., Term Loan, 6.000%, due 08/03/18	5,913,750
4,469,962				Amscan Holdings, Inc., Term Facility, 6.750%, due 12/04/17	4,467,168
4,985,000			(4)	Bass Pro Group, LLC, Term Loan B, 5.250%, due 06/13/17	4,872,838
10,200,000				BJs Wholesale Club, First Lien Term Loan, 7.000%, due 09/27/18	10,219,125
3,093,750				BJs Wholesale Club, Second Lien Term Loan, 10.000%, due 03/27/19	3,109,219
4,937,500				Burlington Coat Factory, Term Loan B, 6.250%, due 02/23/17	4,824,091
4,824,674				Claires Stores, Inc., Term Loan B, 3.027%, due 05/29/14	4,167,312
3,889,756				FTD, Inc, Term Loan B, 4.750%, due 06/06/18	3,821,685
5,875,000				General Nutrition Centers, Inc., Term Loan B, 4.250%, due 03/02/18	5,757,500
3,782,785				Guitar Center, Inc., Extended Term Loan maturing 04/17, 5.620%, due 04/10/17	3,326,150
4,003,022			(4)	Harbor Freight Tools USA, Inc., Term Loan Facility, 6.500%, due 12/22/17	3,988,011
4,228,750				J. Crew, Term Loan B, 4.750%, due 03/07/18	3,882,897
5,872,994				Jo-Ann Stores, Inc., Term Loan B, 4.750%, due 03/16/18	5,660,098
1,588,000				Leslies Poolmart, Inc., Tranche B Term Loan Facility, 4.500%, due 11/21/16	1,558,225
EUR		530,263		Maxeda DIY Group B.V., Term Loan B1, 4.117%, due 06/29/15	582,437
EUR		719,737		Maxeda DIY Group B.V., Term Loan B2, 3.986%, due 08/01/15	790,554
EUR		530,263		Maxeda DIY Group B.V., Term Loan C1, 4.507%, due 06/27/16	582,437
EUR		719,737		Maxeda DIY Group B.V., Term Loan C2, 4.529%, due 08/01/16	790,554
$	2,295,648			Michaels Stores, Inc., Term Loan B-2 (extending), 4.912%, due 07/31/16	2,232,995
11,963,834				Neiman Marcus Group, Inc, Term Loan, 4.750%, due 05/16/18	11,528,649
6,138,000				Petco Animal Supplies, Inc., Term Loan, 4.500%, due 11/24/17	5,964,602
1,168,558				Pilot Travel Centers LLC, Term Loan B, 4.250%, due 03/30/18	1,168,923
2,078,718			(4)	Rite Aid Corporation, Tranche 2 Term Loan due 2014, 2.007%, due 06/04/14	1,968,286
1,665,529			(4)	Rite Aid Corporation, Tranche 5 Term Loan due 2014, due 03/02/18	1,582,253
1,492,500				Savers, New Term Loan, 4.250%, due 03/03/17	1,484,105
3,119,415				The Gymboree Corporation, Term Loan B, 5.000%, due 02/23/18	2,812,153
4,794,412				Toys “R” Us, Inc., Term Loan B-1, 6.000%, due 09/01/16	4,756,057
1,393,000				Toys “R” Us, Inc., Term Loan B-2, 5.250%, due 05/25/18	1,365,140
EUR		1,863,011		Vivarte S.A.S., Term Loan B1, 3.090%, due 03/09/15	1,887,995
EUR		1,863,011		Vivarte S.A.S., Term Loan C1, 3.715%, due 03/08/16	1,887,995
					106,953,204

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Satellite: 1.2%*
$	3,000,000			DigitalGlobe Inc., Term Loan B, 5.750%, due 10/07/18	$	2,988,750
6,974,975				Intelsat Jackson Holdings S.A., Term Loan B Facility, 5.250%, due 04/02/18	6,929,638
					9,918,388
*Telecommunications Equipment: 1.9%*
5,981,132				CommScope, Inc., Term Loan B, 5.000%, due 01/14/18	5,948,732
6,247,912				Syniverse Holdings, Inc., Term Loan, 5.250%, due 12/21/17	6,240,103
EUR		1,500,000		TDF SA, Extended Term Loan B, 4.947%, due 01/29/16	1,655,778
EUR		1,500,000		TDF SA, Term Loan C, 4.197%, due 01/29/16	1,655,778
					15,500,391
*Utilities: 6.1%*
$	3,584,494			AES Corporation, Term Loan Facility, 4.250%, due 06/01/18	3,554,251
4,378,000				Calpine Corp, Term Loan B-1, 4.500%, due 04/02/18	4,250,767
3,700,000				Dynegy Midwest Generation, LLC (CoalCo)., Term Loan, 9.250%, due 08/04/16	3,703,082
3,700,000				Dynegy Power (GasCo), Term Loan, 9.250%, due 08/04/16	3,729,600
610,514				FirstLight Power Resources, Inc. (aka NE Energy, Inc.), 2nd Lien Term Loan, 4.813%, due 05/01/14	557,603
2,791,969				Great Point Power, LLC, Term Loan B1, 4.250%, due 03/10/17	2,736,130
3,000,000			(4)	Longview Power, LLC, Extended Term Loan, due 10/31/17	2,630,001
3,990,000				NRG Energy, Inc., New Term Loan, 4.000%, due 07/02/18	3,970,050
2,795,455				Race Point Power, Term Loan, 7.750%, due 01/11/18	2,767,500
32,080,819				Texas Competitive Electric Holdings Company LLC, Extended Term Loans, 4.748%, due 10/10/17	21,073,088
1,500,000				TPF Generation Holdings, LLC, 2nd Lien Term Loan Facility, 4.619%, due 12/15/14	1,410,000
					50,382,072
				Total Senior Loans (Cost $1,217,427,726)	1,163,714,950
*Other Corporate Debt: 0.4%*
*Cargo Transport: 0.0%*
$	297,646			US Shipping Partners L.P., Second Lien Term Loan, 2.500%, due 08/07/13	$	80,178
					80,178
*Chemicals, Plastics & Rubber: 0.3%*
2,629,774			(4)	Lyondell Chemical Company, Third Lien Senior Secured Notes, due 05/01/18	2,846,731
					2,846,731
*Radio and TV Broadcasting: 0.1%*
455,791				Regent Communications, New PIK Loan, 12.000%, due 10/27/14	410,212
					410,212
				Total Other Corporate Debt (Cost $3,530,925)	3,337,121

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

Equities and Other Assets: 1.0%

		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), (@)		Caribe Media Inc. (799 Common Shares)	—
(2), (@), (R)		Cedar Chemical (Residual Interest)	—
(@)		Cumulus Media (117,133 Class A Common Shares)	356,084
(2), (@), (R)		Enterprise Profit Solutions (Liquidation Interest)	—
(4), (@), (R)		Euro United Corporation (Residual Interest in Bankruptcy Estate)	—
(@)		Faith Media Holdings, Inc. (Residual Interest)	—
(2), (@), (R)		Ferretti SPA (Warrants for 0.111% Participation Interest)	—
(2), (@), (R)		Gainey Corporation (Residual Interest)	—
(@)		Global Garden (138,579 Class A3 Shares)	—
(@)		Global Garden (14,911 Class A1 Shares)	—
(@)		Glodyne Technoserve, Ltd. (92,471 Common Shares)	451,683
(@)		Glodyne Technoserve, Ltd. (Escrow Account)	—
(2), (@), (R)		Grand Union Company (Residual Interest in Bankruptcy Estate)	—
(@)		Hawaiian Telcom (31,238 Common Shares)	468,570
(2), (@), (R)		Kevco Inc. (Residual Interest in Bankruptcy Estate)	25
(2), (@), (R)		Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	—
(@), (R)		Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	—
(@)		Mega Brands Inc. (9,788 Common Shares)	84,270
(@)		Metro-Goldwyn-Mayer, Inc. (351,820 Common Shares)	6,772,535
(@)		Northeast Biofuels (Residual Interest)	—
(@), (R)		Safelite Realty Corporation (57,804 Common Shares)	305,205
(2), (@), (R)		Supermedia, Inc. (32,592 Common Shares)	63,880
(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)	—
		Total for Equities and Other Assets (Cost $10,039,031)	8,502,252

		Total Investments (Cost $1,230,997,682)**	$	1,175,554,323
		Other Assets and Liabilities — Net	(351,930,243)
		Net Assets	$	823,624,080

	*	Senior loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate (“LIBOR”) and other short-term rates.
	(1)	The borrower filed for protection under Chapter 7 of the U.S. Federal Bankruptcy code.
	(2)	The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

(3)	Loan is on non-accrual basis.
(4)	Trade pending settlement. Contract rates that are not disclosed do not take effect until settlement date and have yet to be determined.
(@)	Non-income producing security.
(R)	Restricted security.
AUD	Australian Dollar
GBP	British Pound Stirling
EUR	Euro
SEK	Swedish Kronor
**	For Federal Income Tax purposes cost of investments is $1,231,683,735.
	Net unrealized depreciation consists of the following:
	Gross Unrealized Appreciation	$	5,390,206
	Gross Unrealized Depreciation	(61,519,618)
	Net Unrealized Depreciation	$	(56,129,412)

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of November 30, 2011 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 11/30/11
Asset Table
Investments, at value
Senior Loans	$	—	$	1,162,037,181	$	1,677,769	$	1,163,714,950
Other Corporate Debt	—		2,926,909		410,212		3,337,121
Equities and Other Assets	972,804		6,772,535		756,913		8,502,252
Total Investments, at value	$	972,804	$	1,171,736,625	$	2,844,894	$	1,175,554,323
Other Financial Instruments+
Forward foreign currency contracts	—		801,225		—		801,225
Total Assets	$	972,804	$	1,172,537,850	$	2,844,894	$	1,176,355,548
Liabilities Table
Other Financial Instruments+
Forward foreign currency contracts	$	—	$	(238,243)	$	—	$	(238,243)
Unfunded commitments	$	—	$	(12,208)	$	—	$	(12,208)
Total Liabilities	$	—	$	(250,451)	$	—	$	(250,451)

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Trust’s assets and liabilities during the periodended November 30, 2011:

	Beginning Balance at 02/28/11		Purchases		Sales		Accrued Discounts/ (Premiums)		Total Realized Gain/(Loss)		Total Unrealized Appreciation/ (Depreciation)
Senior Loans	$	3,230,802	$	—	$	—	$	—	$	—	$	(344,133)
Other Corporate Debt	363,879		34,127		—		—		—		12,206
Equities and Other Assets	2,323,529		—		(1,688,853)		—		270,827		(148,590)
Total	$	5,918,210	$	34,127	$	(1,688,853)	$	—	$	270,827	$	(480,517)

	Transfers Into Level 3		Transfers Out of Level 3		Ending Balance at 11/30/11
Senior Loans	$	95,045	$	(1,303,945)	$	1,677,769
Other Corporate Debt	—		—		410,212
Equities and Other Assets	—		—		756,913
Total	$	95,045	$	(1,303,945)	$	2,844,894

As of November 30, 2011, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $(454,574).

^ 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.

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of November 30, 2011 (Unaudited) (continued)

At November 30, 2011 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Counterparty	Currency	Buy/Sell	Settlement Date	In Exchange For		Fair Value		Unrealized Appreciation/ (Depreciation)
State Street Bank	Australian Dollar			USD
	AUD 19,145,000	Sell	12/13/11	$	19,384,121	$	19,622,364	$	(238,243)
State Street Bank	British Pound Sterling GBP 5,367,000	Sell	12/31/11	8,550,749		8,424,807		125,942
State Street Bank	Euro EUR 52,466,000	Sell	12/13/11	71,135,974		70,501,444		634,530
State Street Bank	Sweden Kronor SEK 22,073,000	Sell	12/13/11	3,297,214		3,256,461		40,753
				$	102,368,058	$	101,805,076	$	562,982

Item 2. Controls and Procedures.

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

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

Item 3. Exhibits.

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

SIGNATURES

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

(Registrant): ING Prime Rate Trust

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

Date:	January 25, 2012

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

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

Date:	January 25, 2012

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

Date:	January 25, 2012