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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-5410

ING Prime Rate Trust

(Exact name of registrant as specified in charter)

7337 E. Doubletree Ranch Rd., Scottsdale, AZ		85258
(Address of principal executive offices)		(Zip code)

CT 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:	August 31, 2009

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

Funds

Semi-Annual Report

August 31, 2009

ING Prime Rate Trust

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

ING Prime Rate Trust

SEMI-ANNUAL REPORT

August 31, 2009

Table of Contents

Portfolio Managers' Report					2

Statement of Assets and Liabilities					7

Statement of Operations					8

Statements of Changes in Net Assets					9

Statement of Cash Flows					10

Financial Highlights					11

Notes to Financial Statements					13

Portfolio of Investments					23

Shareholder Meeting Information					52

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 AUGUST 31, 2009
Net Assets	$	761,299,857
Total Assets	$	1,064,170,636
Assets Invested in Senior Loans	$	1,026,089,841
Senior Loans Represented		483
Average Amount Outstanding per Loan	$	2,124,410
Industries Represented		36
Average Loan Amount per Industry	$	28,502,496
Portfolio Turnover Rate (YTD)		17	%
Weighted Average Days to Interest Rate Reset		33
Average Loan Final Maturity		51 months
Total Leverage as a Percentage of Total Assets (including preferred shares)		24.62	%

PERFORMANCE SUMMARY

The Trust declared $0.08 of dividends during the second fiscal quarter and $0.15 during the six months ended August 31, 2009. Based on the average month-end net asset value ("NAV") per share of $4.89 for the second fiscal quarter and $4.43 for the six month period, this resulted in an annualized distribution rate^₍₁₎ of 6.22% for the second fiscal quarter and 6.79% for the six month period. The Trust's total net return for the second fiscal quarter, based on NAV, was 14.91% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")^₍₂₎ of 11.83% for the same quarter. For the six months ended August 31, 2009, the Trust's total return, based on NAV, was 42.60%, versus 30.80% gross return for the Index. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the second fiscal quarter was 15.58% and for the six months ended August 31, 2009 was 38.64%.

The overall loan market carried a decidedly positive bias throughout the period, as key technical factors remained intact; namely, limited new loan origination activity, the accelerated prepayment of loans with proceeds from newly issued high yield bonds, and new investment flows into bank loan mutual funds. Year-to-date, the stock of existing institutional loans has declined approximately 7% to $555 billion, the largest peak-to-trough reduction on record. The lack of new loans to invest in continues to have an uplifting effect on loans already in the market.

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

^₍₂₎ The 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)

TOP TEN SENIOR LOAN ISSUERS AS OF AUGUST 31, 2009 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
CHS/Community Health Systems, Inc.		3.3	%		4.6	%
Cequel Communications, LLC		3.0	%		4.2	%
CSC Holdings, Inc.		1.8	%		2.5	%
Univision Communications, Inc.		1.6	%		2.3	%
HCA, Inc.		1.6	%		2.2	%
Metro-Goldwyn-Mayer, Inc.		1.5	%		2.1	%
Texas Competitive Electric Holdings Company, LLC		1.3	%		1.8	%
Lyondell Chemical Company		1.3	%		1.8	%
ARAMARK Corporation		1.3	%		1.7	%
PBL Media		1.2	%		1.7	%

A more sanguine fundamental outlook also provided a constructive backdrop for loan performance. Although the domestic economy continues to search for solid footing, credit conditions appear to be improving modestly. While the actual trailing default rate continues to creep up (9.68% at the end of August, a record high), the annualized default rate has slowed substantially, from a record pace of 19.5% in the first quarter to 7.7% between April and August.

Corporate earnings are also trending better than expected. Indeed, S&P recently reported that of 118 public issuers spread across the 23 industry sectors comprising the Index, the average sequential revenue increase during the second quarter was 5%, versus a 6.5% decline in the first quarter. The average sequential increase in earnings before interest, taxes and depreciation and amortization for the second quarter was 16.9%, the first positive reading since the second quarter of 2008. Of course, the risk of a double-dip recession, while lessening, has not been eliminated. And while cash flow improvement is unquestionably important, particularly to leveraged companies, loan investors are now looking for greater demand-driven revenue growth as an indication of sustainability.

TOP TEN INDUSTRY SECTORS AS OF AUGUST 31, 2009 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		12.6	%		17.6	%
North American Cable		8.7	%		12.2	%
Printing & Publishing		6.4	%		9.0	%
Retail Stores		6.4	%		8.9	%
Chemicals, Plastics & Rubber		5.3	%		7.4	%
Utilities		5.2	%		7.2	%
Data and Internet Services		5.0	%		6.9	%
Radio and TV Broadcasting		4.3	%		6.0	%
Leisure, Amusement, Entertainment		3.4	%		4.8	%
Gaming		3.0	%		4.2	%

PORTFOLIO REVIEW

The Trust's performance during the period was buoyed by a continuing strong technical undercurrent to the senior loan market. Because of the Trust's long-standing focus on higher quality, below investment grade senior loans, the Trust has not fully participated in the powerful rally among the lowest-rated, i.e., riskiest, component of the Index that commenced early in the year and continued through the end of August. Nonetheless, issuer selection was generally favorable and beneficial to returns. The Trust held positions in four of the five top contributors to the Index returns during the period, including market bellwethers First Data Corporation, Texas Competitive Electric Holdings Company LLC and Univision Communications, Inc. Less impactful in a rising market, but significant nonetheless, the Trust did not hold any of the top-five detractors from the Index. Sector allocation proved neutral. Broadcasting and retailing contributed to results as investors searched for value in these challenged industries. Healthcare and cable, although positive, underperformed on a relative basis. The technical underperformance of the healthcare sector was due largely to the ongoing market-wide push into riskier credits and industries, e.g., automotive and certain areas of real estate.

Non-performing assets within the portfolio remained within our expectations during a period in which the overall market default rate continued to rise. Since January 2008, the unofficial onset

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

of this default cycle, the Trust has experienced 20 defaults (performing and nonperforming) compared to 82 in the Index.

INDUSTRY ALLOCATION AS OF AUGUST 31, 2009 (AS A PERCENT OF NET ASSETS)
Healthcare, Education and Childcare	17.6	%
North American Cable	12.2	%
Printing & Publishing	9.0	%
Retail Stores	8.9	%
Chemicals, Plastics & Rubber	7.4	%
Utilities	7.2	%
Data and Internet Services	6.9	%
Radio and TV Broadcasting	6.0	%
Leisure, Amusement, Entertainment	4.8	%
Gaming	4.2	%
Diversified / Conglomerate Service	4.0	%
Beverage, Food & Tobacco	3.9	%
Foreign Cable, Foreign TV, Radio and Equipment	3.9	%
Industries between 2.4% - 3.7%^₍₁₎	20.7	%
Industries less than 2.4%^₍₂₎	19.2	%
Other Assets and Liabilities - Net	(35.9	)%
Net Assets	100.0	%

⁽¹⁾ Includes seven industries, which each represents 2.4% - 3.7% of net assets.

⁽²⁾ Includes sixteen industries, which each represents less than 2.4% of net assets.

Portfolio holdings are subject to change daily.

OUTLOOK

Heading into the last portion of 2009, the global loan market has reached an interesting juncture. Optimists continue to see strong value in an ultra-short duration credit instrument trading at a still substantial discount, particularly if one is more than moderately concerned about higher inflation and interest rates in the future. Recall that senior loans, by way of their floating rate mechanism, have historically provided participation in, and are an effective and efficient hedge against, rising short-term interest rates. Moreover, should the economy really turn the corner into sustainable growth, we believe the velocity of default rates should continue to diminish, furthering the case for the asset class.

Those less optimistic point to the unprecedented run in loan prices since the first of the year (which argues a less compelling valuation) and a fundamental outlook that still hinges on the path of the economic recovery. While we agree that the excess returns earned in the first half of this year are not likely to be repeated, we also believe both the technical backdrop and the fundamental outlook for the loan market are aligned to provide loan investors with relatively favorable risk adjusted return opportunities over the foreseeable investment horizon.



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
October 9, 2009

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended August 31, 2009
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		(8.35	)%		(3.64	)%		0.78	%		2.23	%
Based on Market Value		(5.26	)%		(5.54	)%		(3.07	)%		0.73	%
S&P/LSTA Leveraged Loan Index		2.39	%		1.62	%		3.18	%		4.09	%
Credit-Suisse Leveraged Loan Index		(0.80	)%		0.26	%		2.58	%		3.69	%

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)
August 31, 2009		3.25	%		5.34	%		5.98	%		7.33	%		8.21	%
May 31, 2009		3.25	%		5.93	%		6.68	%		5.95	%		6.70	%
February 28, 2009		3.25	%		8.22	%		8.96	%		8.82	%		9.60	%
November 30, 2008		4.00	%		13.88	%		15.41	%		7.72	%		11.79	%

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

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

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

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

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

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

ING Prime Rate Trust

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

ASSETS:
Investments in securities at value (Cost $1,203,913,466)	$	1,034,488,284
Cash		5,425,199
Foreign currencies at value (Cost $5,272,313)		5,246,792
Receivables:
Investment securities sold		14,804,865
Interest		3,868,744
Other		27,157
Unrealized appreciation on forward foreign currency contracts		304,088
Prepaid expenses		5,507
Total assets		1,064,170,636
LIABILITIES:
Notes payable		37,000,000
Payable for investment securities purchased		36,463,404
Deferred arrangement fees on senior loans		341,437
Dividends payable — preferred shares		8,027
Payable to affilates		896,679
Payable to custodian		153,736
Accrued trustees fees		42,159
Unrealized depreciation on forward foreign currency contracts		1,107,094
Unrealized depreciation on unfunded commitments		1,207,959
Other accrued expenses		650,284
Total liabilities		77,870,779
Preferred shares, $25,000 stated value per share at liquidation value (9,000 shares outstanding)		225,000,000
NET ASSETS	$	761,299,857
Net assets value per common share outstanding (net assets divided by 145,177,757 shares of beneficial interest authorized and outstanding, no par value)	$	5.24
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,311,573,950
Undistributed net investment income		19,355,489
Accumulated net realized loss on investments and foreign currency related transactions		(398,077,294	)
Net unrealized depreciation on investments, foreign currency related transactions, and unfunded commitments		(171,552,288	)
NET ASSETS	$	761,299,857

See Accompanying Notes to Financial Statements
7

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Six Months Ended August 31, 2009 (Unaudited)

INVESTMENT INCOME:
Interest	$	26,116,364
Arrangement fees earned		139,755
Other		822,834
Total investment income		27,078,953
EXPENSES:
Investment management fees		3,682,285
Administration fees		1,150,714
Transfer agent fees		40,024
Interest expense		722,541
Shareholder reporting expense		50,625
Custody and accounting expense		241,235
Professional fees		187,268
Preferred shares — dividend disbursing agent fees		577,234
ICI fees		403
Postage expense		229,630
Trustees fees		18,472
Excise tax expense		442,288
Miscellaneous expense		84,489
Total expenses		7,427,208
Reimbursement of expense by Investment Adviser		(442,288	)
Net expenses		6,984,920
Net investment income		20,094,033
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND UNFUNDED COMMITMENTS:
Net realized loss on:
Investments		(44,843,554	)
Forward foreign currency contracts		(8,076,270	)
Foreign currency related transactions		(374,906	)
Net realized loss on investments and foreign currency related transactions		(53,294,730	)
Net change in unrealized appreciation or depreciation on:
Investments		264,069,387
Forward foreign currency contracts		(2,301,950	)
Foreign currency related transactions		466,201
Unfunded commitments		1,260,976
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		263,494,614
Net realized and unrealized gain on investments, foreign currency related transactions, and unfunded commitments		210,199,884
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(347,802	)
Increase in net assets resulting from operations	$	229,946,115

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Six Months Ended August 31, 2009			Year Ended February 28, 2009
FROM OPERATIONS:
Net investment income	$	20,094,033		$	67,170,276
Net realized loss on investments, foreign currency related transactions and payments by affiliates		(53,294,730	)		(96,185,309	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		263,494,614			(237,600,787	)
Distributions to preferred shareholders from net investment income		(347,802	)		(8,394,943	)
Increase (decrease) in net assets resulting from operations		229,946,115			(275,010,763	)
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(21,485,961	)		(59,418,526	)
Decrease in net assets from distributions to common shareholders		(21,485,961	)		(59,418,526	)
CAPITAL SHARE TRANSACTIONS:
Reinvestment of distributions from common shares		—			279,285
Proceeds from shares sold		—			13,803
Net increase from capital share transactions		—			293,088
Net increase (decrease) in net assets		208,460,154			(334,136,201	)
NET ASSETS:
Beginning of period		552,839,703			886,975,904
End of period (including undistributed net investment income of $19,355,489 and $21,095,219 respectively)	$	761,299,857		$	552,839,703

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the six months ended August 31, 2009 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	23,243,570
Dividend paid to preferred shareholder		(347,520	)
Arrangement fee received		38,200
Other income received		1,314,481
Interest paid		(722,541	)
Other operating expenses paid		(6,342,933	)
Purchases of securities		(127,891,879	)
Proceeds on sale of securities		179,347,314
Net cash provided by operating activities		68,638,692
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(21,485,961	)
Net paydown of notes payable		(44,000,000	)
Net cash flows used in financing activities		(65,485,961	)
Net increase		3,152,731
Cash at beginning of period		2,272,468
Cash at end of period	$	5,425,199
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	$	229,946,115
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		(264,069,387	)
Change in unrealized appreciation or depreciation on foreign currencies		22,601
Change in unrealized appreciation or depreciation on forward foreign currency contracts		2,301,950
Change in unrealized depreciation on unfunded commitments		(1,260,976	)
Change in unrealized appreciation or depreciation on other assets and liablilities		(488,802	)
Net accretion of discounts on investments		(5,252,242	)
Net amortization of premiums on investments		81,645
Net realized loss on sale of investments and foreign currency related transactions		53,294,730
Purchases of securities		(127,891,879	)
Proceeds on sale of securities		179,347,314
Decrease in other assets		2,845
Decrease in interest receivable		2,297,803
Decrease in prepaid expenses		108,809
Decrease in deferred arrangement fees on revolving credit facilities		(101,555	)
Increase in dividends payable — preferred shares		282
Increase in payable to affiliates		203,153
Increase in accrued trustees fees		6,486
Increase in other accrued expenses		89,800
Total adjustments		(161,307,423	)
Net cash provided by operating activities	$	68,638,692

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
	08-31-09		3.81		0.14		1.44			(0.00	)^*		—			1.58			(0.15	)		(0.15	)		5.24		4.68
	02-28-09		6.11		0.46		(2.29	)		(0.06	)		—			(1.89	)		(0.41	)		(0.47	)		3.81		3.50
	02-29-08		7.65		0.75		(1.57	)		(0.16	)		—			(0.98	)		(0.56	)		(0.72	)		6.11		5.64
	02-28-07		7.59		0.71		0.06			(0.16	)		—			0.61			(0.55	)		(0.71	)		7.65		7.40
	02-28-06		7.47		0.57		0.12			(0.11	)		—			0.58			(0.46	)		(0.57	)		7.59		7.02
	02-28-05		7.34		0.45		0.16			(0.05	)		—			0.56			(0.43	)		(0.48	)		7.47		7.56
	02-29-04		6.73		0.46		0.61			(0.04	)		—			1.03			(0.42	)		(0.46	)		7.34		7.84
	02-28-03		7.20		0.50		(0.47	)		(0.05	)		—			(0.02	)		(0.45	)		(0.50	)		6.73		6.46
	02-28-02		8.09		0.74		(0.89	)		(0.11	)		—			(0.26	)		(0.63	)		(0.74	)		7.20		6.77
	02-28-01		8.95		0.88		(0.78	)		(0.06	)		(0.04	)		—			(0.86	)		(0.92	)		8.09		8.12
	02-29-00		9.24		0.79		(0.30	)		—			—			0.49			(0.78	)		(0.78	)		8.95		8.25

		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
	08-31-09		42.60			38.64			2.02		2.24		2.10		6.05		761,300		17
	02-28-09		(31.93	)⁽⁵⁾		(32.03	)⁽⁵⁾		1.95		3.01		3.01		7.86		552,840		10
	02-29-08		(13.28	)		(17.25	)		2.20		4.36		4.36		10.35		886,976		60
	02-28-07		8.85			13.84			2.21		4.62		4.62		9.42		1,109,539		60
	02-28-06		8.53			(0.82	)		2.33		4.27		4.27		7.71		1,100,671		81
	02-28-05		7.70			2.04			2.29		3.18		3.17		6.04		1,082,748		93
	02-29-04		15.72			28.77			2.11		2.40		2.40		6.68		1,010,325		87
	02-28-03		0.44			2.53			2.19		2.68		2.68		7.33		922,383		48
	02-28-02		(3.02	)		(9.20	)		2.25		3.64		3.64		9.79		985,982		53
	02-28-01		0.19			9.10			1.81		4.45		4.45		10.39		1,107,432		46
	02-29-00		5.67			(5.88	)		1.43		4.00		4.00		8.77		1,217,339		71

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

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

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

⁽⁴⁾ Annualized for periods less than one year.

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

^* Amount is more than $(0.005).

See Accompanying Notes to Financial Statements
11

FINANCIAL HIGHLIGHTS (Unaudited) (CONTINUED)

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

		Ratios to average net assets including Preferred Shares^(a)								Ratios to average net assets plus borrowings
		Expenses (before interest and other fees related to revolving credit facility)^(b)		Expenses, prior to fee waivers and/or recoupments, if any^(b)		Expenses, net of fee waivers and/or recoupments, if any^(b)		Net investment income (loss)^(b)		Expenses (before interest and other fees related to revolving credit facility)^(b)		Expenses, prior to fee waivers and/or recoupments, if any^(b)		Expenses, net of fee waivers and/or recoupments, if any^(b)		Net investment income (loss)^(b)
Year or period ended		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
ING Prime Rate Trust
	08-31-09		1.51		1.67		1.57		4.50		1.92		2.14		2.02		5.79
	02-28-09		1.54		2.38		2.38		6.22		1.54		2.37		2.37		6.21
	02-29-08		1.54		3.05		3.05		7.23		1.60		3.17		3.17		7.53
	02-28-07		1.57		3.27		3.27		6.68		1.56		3.25		3.25		6.63
	02-28-06		1.64		3.02		3.02		5.44		1.58		2.90		2.90		5.24
	02-28-05		1.60		2.22		2.21		4.21		1.63		2.27		2.26		4.32
	02-29-04		1.45		1.65		1.65		4.57		1.84		2.09		2.09		5.82
	02-28-03		1.49		1.81		1.81		4.97		1.82		2.23		2.23		6.10
	02-28-02		1.57		2.54		2.54		6.83		1.66		2.70		2.70		7.24
	02-28-01		1.62		3.97		3.97		9.28		1.31		3.21		3.21		7.50
	02-29-00		—		—		—		—		1.00		2.79		2.79		6.12

		Supplemental data
		Preferred Shares — Aggregate amount outstanding		Liquidation and market value per share of Preferred Shares		Asset coverage inclusive of Preferred Shares and debt per share^(c)		Borrowings at end of period		Asset coverage per $1,000 of debt^(c)		Average borrowings		Common shares outstanding at end of year or period
Year or period ended		($000's)		($)		($)		($000's)		($)		($000's)		(000's)
ING Prime Rate Trust
	08-31-09		225,000		25,000		97,650		37,000		27,657		29,152		145,178
	02-28-09		225,000		25,000		70,175		81,000		10,603		227,891		145,178
	02-29-08		450,000		25,000		53,125		338,000		4,956		391,475		145,094
	02-28-07		450,000		25,000		62,925		281,000		6,550		459,982		145,033
	02-28-06		450,000		25,000		55,050		465,000		4,335		509,178		145,033
	02-28-05		450,000		25,000		53,600		496,000		4,090		414,889		145,033
	02-29-04		450,000		25,000		62,425		225,000		7,490		143,194		137,638
	02-28-03		450,000		25,000		62,375		167,000		9,218		190,671		136,973
	02-28-02		450,000		25,000		58,675		282,000		6,092		365,126		136,973
	02-28-01		450,000		25,000		53,825		510,000		4,054		450,197		136,847
	02-29-00		—		—		—		484,000		3,515		524,019		136,036

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

(b) Annualized for periods less than one year.

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

See Accompanying Notes to Financial Statements
12

ING Prime Rate Trust

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

NOTE 1 — ORGANIZATION

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

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

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

The Trust has engaged independent pricing services to provide market value quotations from dealers in loans and, when such quotations are not readily available, to calculate values under the proxy procedure described above. As of August 31, 2009, 98.7% of total loans were valued based on these procedures. It is expected that most of the loans held by the Trust will continue to be valued with reference to quotations from the independent pricing service or with reference to the proxy procedure described above.

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

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

ING Prime Rate Trust

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements," establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Trust is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1," inputs other than quoted prices for an asset 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. A table summarizing the Trust's investments under these levels of classification is included following the Portfolio of Investments.

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

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

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

ING Prime Rate Trust

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

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

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

ING Prime Rate Trust

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

NOTE 3 — INVESTMENTS

For the six months ended August 31, 2009, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $159,234,500 and $187,974,128, respectively. At August 31, 2009, the Trust held senior loans valued at $1,026,089,841 representing 99.2% of its total investments. The market value of these assets is established as set forth in Note 2.

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

ING Prime Rate Trust

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

NOTE 3 — INVESTMENTS (continued)

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

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

	Date of Acquisition	Cost or Assigned Basis
Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	06/05/02	$	100
Block Vision Holdings Corporation (571 Common Shares)	09/17/02		—
Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	12/26/00		9,793
Cedar Chemical (Liquidation Interest)	12/31/02		—
Decision One Corporation (1,545,989 Common Shares)	05/17/05		1,116,773
Enterprise Profit Solutions (Liquidation Interest)	10/21/02		—
EquityCo, LLC (Warrants for 28,752 Common Shares)	02/25/02		—
Euro United Corporation (Residual Interest in Bankruptcy Estate)	06/21/02		100
Grand Union Company (Residual Interest in Bankruptcy Estate)	07/01/02		2,576
IT Group, Inc. (Residual Interest in Bankruptcy Estate)	09/12/03		25
Kevco Inc. (Residual Interest in Bankruptcy Estate)	06/05/02		25
Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	08/25/05		—
Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	06/08/04		—
Safelite Realty Corporation (57,804 Common Shares)	10/12/00		—
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		40,230
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total Restricted Securities excluding senior loans (market value $348,435 was 0.00% of net assets at August 31, 2009)		$	1,169,622

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

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

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.

ING Prime Rate Trust

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

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

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

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

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

NOTE 5 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

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

Accrued Investment Management Fees				Accrued Administrative Fees				Total
$	683,184			$	213,495			$	896,679

The ING Funds have adopted a retirement policy under which any Trustee, who as of May 9, 2007, had served for at least five (5) years as a Trustee of one or more ING Funds and who is not an "interested person" of such ING Funds (as such term is defined in the Investment Company Act of 1940, as amended) shall be entitled to a retirement payment ("Retirement Benefit") if such Trustee: (a) retires in accordance with the retirement policy; (b) dies; or (c) becomes disabled. The Retirement Benefit shall be made promptly to, as applicable, the Trustee or the Trustee's estate, after such retirement, death or disability in an amount equal to two times the annual compensation payable to such Trustee, as in effect at the time of his or her retirement, death or disability. The annual compensation determination shall be based upon the annual Board membership retainer fee (but not any separate annual retainer fees for chairpersons of committees and of the Board). This amount shall be paid by the Trust or ING Funds on whose Board the Trustee was serving at the time of his or her retirement. The retiring Trustee may elect to receive payment of his or her benefit in a lump sum or in three substantially equal payments. For the purpose of this policy, disability shall be the inability to perform the duties of a member of the Board because of the physical or mental impairment that has lasted or that can be expected to last for a continuous period of not less than 12 months, as reasonably determined by a majority of the Board.

NOTE 6 — COMMITMENTS

The Trust has entered into a $125 million 364-day revolving credit agreement which matures August 18, 2010, collateralized by assets of the Trust. Borrowing rates under this agreement are based on a fixed spread over LIBOR, and a commitment fee is charged on the unused portion. Prepaid arrangement fees are amortized over the term of the agreement. The amount of borrowings outstanding at August 31, 2009, was $37 million. Weighted average interest rate on outstanding borrowings was 1.77%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 3.48% of total assets at August 31, 2009. Average borrowings for the six months ended August 31, 2009 were $29,152,174 and the average annualized interest rate was 1.22% excluding other fees related to the unused portion of the facilities, and other fees.

ING Prime Rate Trust

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

NOTE 6 — COMMITMENTS (continued)

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

Calpine Corporation	$	577,500
Cengage Learning, Inc.		1,288,889
Coleto Creek Power		5,000,000
ION Media Networks, Inc.		199,246
Kerasotes Showplace Theatres, LLC	$	825,000
Lyondell Chemical Co.		1,094,314
Mediacom Illinois, LLC		3,600,000
Sturm Foods, Inc.		500,000
	$	13,084,949

The unrealized depreciation on these commitments of $1,207,959 as of August 31, 2009 is reported as such on the Statement of Assets and Liabilities.

NOTE 7 — RIGHTS AND OTHER OFFERINGS

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

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

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

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

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

ING Prime Rate Trust

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

NOTE 7 — RIGHTS AND OTHER OFFERINGS (continued)

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

NOTE 8 — CUSTODIAL AGREEMENT

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

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it acquires or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of August 31, 2009, the Trust held 1.1% of its total assets in subordinated loans and unsecured loans.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

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

NOTE 11 — FEDERAL INCOME TAXES

During the six months ended August 31, 2009, the Trust incurred a Federal excise tax expense in the amount of $442,288 which has been fully reimbursed by the Investment Adviser.

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified.

ING Prime Rate Trust

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

NOTE 11 — FEDERAL INCOME TAXES (continued)

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:

Six Months Ended August 31, 2009		Year Ended February 28, 2009
Ordinary Income		Ordinary Income
$	21,833,763	$	67,813,469

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

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

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

As of August 31, 2009, no provisions for income tax would be required in the Trust's financial statements as a result of tax positions taken on federal income tax returns for open tax years. The Trust's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 12 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, "The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS No. 168 replaces SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" and establishes the "FASB Accounting Standards Codification^TM" ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. All guidance contained in the Codification carries an equal level of authority. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. As of August 31, 2009, management of the Trust has determined that adoption of SFAS No. 168 will not impact the financial statement amounts but will require revisions to current disclosures.

ING Prime Rate Trust

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

NOTE 13 — SUBSEQUENT EVENTS

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

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0320

8/31/09

9/10/09

9/22/09

0.0320

9/30/09

10/13/09

10/22/09

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

Preferred Shares	Total Per Share Amount		Auction Dates	Record Dates	Payable Dates	Average Rate
Series M	$	11.86	09/04/09 — 10/19/09	09/14/09 — 10/26/09	09/15/09 — 10/27/09		0.19	%
Series T	$	11.68	09/01/09 — 10/13/09	09/08/09 — 10/20/09	09/09/09 — 10/21/09		0.18	%
Series W	$	13.87	09/02/09 — 10/14/09	09/09/09 — 10/21/09	09/10/09 — 10/22/09		0.22	%
Series Th	$	10.45	09/03/09 — 10/15/09	09/10/09 — 10/22/09	09/11/09 — 10/23/09		0.17	%
Series F	$	11.56	09/04/09 — 10/16/09	09/11/09 — 10/23/09	09/14/09 — 10/26/09		0.19	%

The Trust has evaluated events occurring after the balance sheet date (subsequent events) through October 23, 2009, the date the financial statements were issued, to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.

ING Prime Rate Trust

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

Senior Loans*: 134.8%

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 2.2%

Avio Group

553,772

Term Loan, 2.388%, maturing
December 13, 2014

470,430

EUR

705,000

Term Loan, 2.621%, maturing
December 15, 2014

882,436

590,346

Term Loan, 3.013%, maturing
December 13, 2015

501,499

EUR

705,000

Term Loan, 3.246%, maturing
December 14, 2015

882,436

Delta Airlines, Inc.

Ba2

BB-

1,470,000

Term Loan, 2.276%, maturing
April 30, 2012

1,326,675

Delta Airlines, Inc.

5,414,710

Term Loan, 3.526%, maturing
April 30, 2014

4,182,864

McKechnie Aerospace DE, Inc.

B+

958,987

Term Loan, 2.270%, maturing
May 11, 2014

859,092

Spirit Aerosystems, Inc.

Ba3

BBB-

443,945

Term Loan, 2.255%, maturing
September 30, 2013

431,736

Transdigm, Inc.

Ba3

BB-

3,500,000

Term Loan, 2.401%, maturing
June 23, 2013

3,401,563

United Airlines, Inc.

B+

4,075,347

Term Loan, 2.313%, maturing
February 01, 2014

2,614,335

Wesco Aircraft Hardware Corporation

BB-

1,458,750

Term Loan, 2.520%, maturing
September 29, 2013

1,345,697

16,898,763

Automobile: 2.6%

Dollar Thrifty Automotive Group, Inc.

Caa3

CCC-

474,375

Term Loan, 2.761%, maturing
June 15, 2014

360,525

Ford Motor Company

Caa1

CCC+

9,595,818

Term Loan, 3.495%, maturing
December 16, 2013

8,377,149

KAR Holdings, Inc.

Ba3

5,307,011

)

Term Loan, 2.520%, maturing
October 18, 2013

5,004,071

Oshkosh Truck Corporation

BB-

3,170,603

Term Loan, 6.626%, maturing
December 06, 2013

3,168,127

TRW Automotive, Inc.

B+

3,014,727

Term Loan, 6.313%, maturing
February 09, 2014

3,013,974

19,923,846

See Accompanying Notes to Financial Statements
23

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: 3.9%

ARAMARK Corporation

Ba3

1,927,558

Term Loan, 2.473%, maturing
January 26, 2014

1,797,447

1,089,534

Term Loan, 2.336%, maturing
January 27, 2014

1,023,308

11,180,905

Term Loan, 2.473%, maturing
January 27, 2014

10,501,284

Pinnacle Foods Holding Corporation

7,586,000

Term Loan, 3.031%, maturing
April 02, 2014

7,039,178

Sturm Foods, Inc.

B-

2,901,428

Term Loan, 3.063%, maturing
January 31, 2014

2,665,687

United Biscuits

GBP

2,976,692

)

Term Loan, 3.399%, maturing
December 15, 2014

4,425,352

Van Houtte, Inc.

Ba3

BB-

645,443

Term Loan, 3.095%, maturing
July 19, 2014

613,171

88,015

Term Loan, 3.095%, maturing
July 19, 2014

83,614

Wm. Wrigley Jr. Company

Baa3

BBB

1,462,500

Term Loan, 6.500%, maturing
September 30, 2014

1,483,022

29,632,063

Buildings & Real Estate: 1.6%

Capital Automotive, L.P.

Ba1

4,218,142

)

Term Loan, 2.040%, maturing
December 15, 2010

3,543,239

Contech Construction Products, Inc.

1,651,129

Term Loan, 2.280%, maturing
January 31, 2013

1,407,587

Custom Building Products, Inc.

Ba2

BB-

2,762,929

Term Loan, 8.000%, maturing
October 29, 2011

2,690,402

John Maneely Company

4,019,846

Term Loan, 3.624%, maturing
December 09, 2013

3,195,777

KCPC Acquisition, Inc.

Ba2

B-

522,257

Term Loan, 2.562%, maturing
May 22, 2014

391,693

189,655

Term Loan, 2.630%, maturing
May 22, 2014

142,241

Tishman Speyer

2,500,000

) (5)

Term Loan, 0.000%, maturing
December 27, 2012

1,031,250

12,402,189

See Accompanying Notes to Financial Statements
24

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Cargo Transport: 1.2%*
				Baker Tanks, Inc.	B1	B
$	1,955,000			Term Loan, 2.659%, maturing May 08, 2014			$	1,667,859
				Dockwise Transport, N.V.	NR	NR
	1,028,331			Term Loan, 2.598%, maturing January 11, 2015				927,212
	821,861			Term Loan, 3.473%, maturing January 11, 2015				741,045
	1,028,331			Term Loan, 3.473%, maturing January 11, 2016				927,212
	821,861			Term Loan, 3.473%, maturing January 11, 2016				741,045
	560,000			Term Loan, 4.761%, maturing July 11, 2016				364,934
	500,000			Term Loan, 5.098%, maturing July 11, 2016				325,834
		(2	)	Gainey Corporation	NR	NR
	749,586	(3	)	Term Loan, 6.344%, maturing April 20, 2012				116,186
				Inmar, Inc.	B1	B
	510,971			Term Loan, 2.520%, maturing April 30, 2013				482,229
				TNT Logistics	B1	B-
	1,877,207			Term Loan, 3.261%, maturing November 04, 2013				1,495,509
	723,070			Term Loan, 3.598%, maturing November 04, 2013				565,200
		(2	)	US Shipping Partners, L.P.	NR	NR
	1,787,463	(3	)	Term Loan, 12.000%, maturing March 21, 2012				916,075
								9,270,340
*Cellular: 0.1%*
				NTELOS, Inc.	Ba3	BB
	1,000,000			Term Loan, 5.750%, maturing August 07, 2015				1,001,875
								1,001,875
*Chemicals, Plastics & Rubber: 7.4%*
				AZ Chem US, Inc.	B1	BB-
EUR	705,281			Term Loan, 3.153%, maturing February 26, 2013				929,782
				Borsodchem Nyrt.	NR	NR
EUR	822,816	(3	)	Term Loan, 3.340%, maturing March 26, 2015				695,642
EUR	824,838	(3	)	Term Loan, 3.842%, maturing March 26, 2016				697,352
				Brenntag Holding GmbH & Co. KG	B1	B+
$	3,542,098			Term Loan, 2.273%, maturing January 20, 2014				3,382,704
	1,151,397			Term Loan, 2.312%, maturing January 20, 2014				1,099,584

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
				Celanese	Ba2	BB+
$	3,200,000			Term Loan, 2.806%, maturing April 02, 2014			$	3,067,501
				Cristal Inorganic Chemicals, Inc.	B1	B
	2,594,856			Term Loan, 2.848%, maturing May 15, 2014				1,933,168
				Hexion Specialty Chemicals, Inc.	B1	CCC+
	1,152,000			Term Loan, 2.452%, maturing May 05, 2013				884,736
	2,431,250			Term Loan, 2.750%, maturing May 06, 2013				1,867,200
	980,000			Term Loan, 2.875%, maturing May 06, 2013				705,600
	6,105,183			Term Loan, 2.875%, maturing May 06, 2013				4,688,780
	1,324,869			Term Loan, 2.875%, maturing May 06, 2013				1,017,499
				Ineos US Finance, LLC	Caa1	B-
	1,537,761			Term Loan, 9.001%, maturing December 17, 2012				1,247,509
	2,714,710			Term Loan, 9.501%, maturing December 16, 2013				2,086,933
	2,713,966			Term Loan, 10.001%, maturing December 16, 2014				2,086,361
				ISP Chemco, Inc.	Ba3	BB-
	3,430,000			Term Loan, 2.063%, maturing June 04, 2014				3,248,210
				JohnsonDiversey, Inc.	Ba2	BB-
	495,950			Term Loan, 2.483%, maturing December 16, 2010				486,651
	2,522,944			Term Loan, 2.563%, maturing December 16, 2011				2,475,639
				Kraton Polymers, LLC	B1	B
	1,984,615			Term Loan, 2.625%, maturing May 13, 2013				1,724,135
		(2	)	Lyondell Chemical Company	Ba1	NR
	2,189,639			Debtor in Possession Term Loan, 9.168%, maturing December 15, 2009				2,279,141
		(2	)	Lyondell Chemical Company	Ba3	NR
	5,279,732			Debtor in Possession Term Loan, 5.807%, maturing December 15, 2009				4,914,549
		(2	)	Lyondell Chemical Company	NR	C
	516,579			Term Loan, 3.768%, maturing December 20, 2013				247,958
	833,935			Revolver, 3.768%, maturing December 22, 2014				408,628
	222,383			Revolver, 3.768%, maturing December 22, 2014				106,744
	1,588,881			Term Loan, 3.768%, maturing December 22, 2014				778,552

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
$	638,439			Term Loan, 4.018%, maturing December 22, 2014			$	306,451
	638,439			Term Loan, 4.018%, maturing December 22, 2014				306,451
	638,439			Term Loan, 4.018%, maturing December 22, 2014				306,451
	2,770,367			Term Loan, 7.000%, maturing December 22, 2014				1,357,480
	2,770,367			Term Loan, 7.000%, maturing December 22, 2014				1,357,480
	2,770,367			Term Loan, 7.000%, maturing December 22, 2014				1,357,480
				MacDermid, Inc.	B2	B+
EUR	1,726,430			Term Loan, 2.698%, maturing April 11, 2014				1,839,954
$	1,485,285			Term Loan, 2.261%, maturing April 12, 2014				1,250,116
		(2	)	Northeast Biofuels, LLC	NR	NR
	115,095	(3	)	Term Loan, 10.750%, maturing June 28, 2013				17,264
				Polypore, Inc.	Ba2	BB-
	3,266,666			Term Loan, 2.530%, maturing July 03, 2014				3,111,500
				Rockwood Specialties Group, Inc.	Ba2	BB-
	1,800,516			Term Loan, 6.000%, maturing May 15, 2014				1,819,272
								56,090,457
*Containers, Packaging & Glass: 3.5%*
				Berry Plastics Corporation	B1	B+
	4,834,097	(5	)	Term Loan, 2.275%, maturing April 03, 2015				4,116,538
				Graham Packaging Company	B1	B+
	890,598			Term Loan, 2.563%, maturing October 07, 2011				870,560
	8,912,469			Term Loan, 6.750%, maturing April 05, 2014				8,931,568
				Graphic Packaging International, Inc.	Ba3	BB-
	3,790,864			Term Loan, 2.526%, maturing May 16, 2014				3,670,804
				Klockner Pentaplast	NR	NR
	2,917,598	(5	)	Term Loan, 3.523%, maturing January 03, 2016				1,988,830
				Owens-Illinois	Baa3	BBB-
EUR	654,375			Term Loan, 2.020%, maturing June 14, 2013				900,179
				Pro Mach, Inc.	B1	B
$	2,328,807			Term Loan, 2.520%, maturing December 14, 2011				2,095,927

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Containers, Packaging & Glass: (continued)*
		(2	)	Smurfit-Stone Container Corporation	NR	D
$	200,000	(5	)	Revolver, maturing November 01, 2009			$	191,500
	603,111	(5	)	Revolver, maturing November 02, 2009				577,479
	121,035	(5	)	Term Loan, maturing November 01, 2010				115,739
	259,619	(5	)	Term Loan, maturing November 01, 2011				248,152
	137,741	(5	)	Term Loan, maturing November 01, 2011				131,715
	78,494	(5	)	Term Loan, maturing November 01, 2011				75,027
				Tegrant Holding Company	Caa3	CC
	500,000			Term Loan, 6.100%, maturing March 08, 2015				147,500
				Xerium Technologies, Inc.	Caa3	CC
	4,128,327			Term Loan, 6.098%, maturing May 18, 2012				2,827,904
								26,889,422
*Data and Internet Services: 6.9%*
				Activant Solutions, Inc.	B1	B+
	891,915			Term Loan, 2.330%, maturing May 02, 2013				820,562
				Amadeus IT Group, S.A.	NR	NR
EUR	1,268,581	(5	)	Term Loan, 2.540%, maturing July 01, 2013				1,610,532
EUR	1,268,581	(5	)	Term Loan, 3.040%, maturing July 01, 2014				1,610,532
				Audatex	Ba3	BB-
$	1,074,208			Term Loan, 2.438%, maturing May 16, 2014				1,054,067
				Carlson Wagonlit Holdings, B.V.	B2	CCC+
	2,633,971			Term Loan, 4.241%, maturing August 03, 2012				1,839,389
				First Data Corporation	B1	B+
	5,032,960	(5	)	Term Loan, 3.017%, maturing September 24, 2014				4,219,297
	2,671,579	(5	)	Term Loan, 3.017%, maturing September 24, 2014				2,231,605
	3,625,898			Term Loan, 3.017%, maturing September 24, 2014				3,033,858
				L-1 Identity Solutions Operating Company	Ba3	BB+
	481,250			Term Loan, 7.250%, maturing August 05, 2013				483,656
				Mitchell International, Inc.	Caa1	CCC+
	250,000			Term Loan, 5.875%, maturing March 30, 2015				162,500
				Orbitz	B2	B+
	5,359,015			Term Loan, 3.454%, maturing July 25, 2014				4,479,241
				Reynolds & Reynolds Company	Ba2	BB
	7,190,587			Term Loan, 2.261%, maturing October 26, 2012				6,291,764

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Data and Internet Services: (continued)*
				Sabre, Inc.	B1	B
$	11,958,689			Term Loan, 2.654%, maturing September 30, 2014			$	9,848,829
				Sitel, LLC	B3	B+
	2,261,385			Term Loan, 5.957%, maturing January 30, 2014				1,797,801
				Sungard Data Systems, Inc.	Ba3	BB
	250,374			Term Loan, 2.026%, maturing February 28, 2014				236,102
	1,486,263			Term Loan, 6.750%, maturing February 28, 2014				1,485,466
	6,774,366			Term Loan, 4.078%, maturing February 26, 2016				6,572,544
				Transaction Network Services, Inc.	B1	BB
	1,846,576			Term Loan, 9.500%, maturing March 28, 2014				1,862,144
	676,561			Term Loan, 9.500%, maturing March 28, 2014				680,789
				Travelport, Inc.	Ba2	B
	980,000			Term Loan, 2.761%, maturing August 23, 2013				884,695
	1,445,156			Term Loan, 2.883%, maturing August 23, 2013				1,307,144
	289,971			Term Loan, 3.098%, maturing August 23, 2013				262,279
								52,774,796
*Diversified / Conglomerate Manufacturing: 3.6%*
				BOC Edwards	B3	B
	3,185,000			Term Loan, 2.285%, maturing May 31, 2014				2,030,438
				Brand Services, Inc.	B1	B
	2,807,637			Term Loan, 2.606%, maturing February 07, 2014				2,547,930
	1,228,125			Term Loan, 3.679%, maturing February 07, 2014				1,142,156
				Brand Services, Inc.	Caa1	CCC+
	1,600,000			Term Loan, 6.363%, maturing February 07, 2015				1,148,000
				Dresser, Inc.	B2	B+
	5,852,885			Term Loan, 2.679%, maturing May 04, 2014				5,491,469
				EPD, Inc.	B3	NR
	430,937			Term Loan, 2.530%, maturing July 31, 2014				305,319
	3,008,906			Term Loan, 2.530%, maturing July 31, 2014				2,131,810
				Ferretti, S.P.A.	NR	NR
EUR	577,667	(3	)	Term Loan, 3.794%, maturing January 31, 2015				234,258
EUR	577,667	(3	)	Term Loan, 4.294%, maturing January 31, 2016				234,258

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Diversified / Conglomerate Manufacturing: (continued)*
				Manitowoc Company, Inc.	B1	BB
$	3,994,987	(5	)	Term Loan, 7.500%, maturing November 06, 2014			$	3,643,429
				Mueller Group, Inc.	B1	BB-
	1,270,883			Term Loan, 6.019%, maturing May 24, 2014				1,207,339
				Rexnord Corporation / RBS Global, Inc.	B1	BB-
	956,226			Term Loan, 2.563%, maturing July 19, 2013				883,712
	1,000,000			Term Loan, 2.957%, maturing July 19, 2013				924,167
				Sensata Technologies	B3	B
	5,074,000	(5	)	Term Loan, 2.246%, maturing April 26, 2013				4,181,823
				Sensus Metering Systems, Inc.	Ba2	NR
	1,382,609			Term Loan, 2.418%, maturing December 17, 2010				1,389,522
				Textron Fastening Systems	Caa1	CCC+
	486,250			Term Loan, 5.098%, maturing August 11, 2013				218,813
								27,714,443
*Diversified / Conglomerate Service: 4.0%*
				Affinion Group	Ba2	BB
	3,899,193			Term Loan, 2.285%, maturing October 17, 2012				3,734,433
				AlixPartners, LLP	B1	BB-
	2,578,769			Term Loan, 2.308%, maturing October 12, 2013				2,520,747
				Brickman Group	Ba3	BB-
	1,935,941			Term Loan, 2.339%, maturing January 23, 2014				1,810,105
				Brock Holdings, Inc.	Caa1	B
	2,769,793			Term Loan, 2.848%, maturing February 26, 2014				2,222,759
				Catalina Marketing Corporation	Ba3	BB-
	3,470,010			Term Loan, 3.276%, maturing October 01, 2014				3,285,665
				Coach America Holdings, Inc.	B2	B
	2,099,990			Term Loan, 3.020%, maturing April 18, 2014				1,886,491
	442,989			Term Loan, 3.347%, maturing April 20, 2014				397,952
				Intergraph Corporation	Ba3	BB-
	2,384,107			Term Loan, 2.372%, maturing May 29, 2014				2,302,153
				ISS Global A/S	NR	NR
EUR	1,754,386	(5	)	Term Loan, 3.260%, maturing December 31, 2013				2,275,645
EUR	525,178	(5	)	Term Loan, 3.260%, maturing December 31, 2013				681,218
EUR	201,086	(5	)	Term Loan, 3.260%, maturing December 31, 2013				260,833
EUR	495,072	(5	)	Term Loan, 3.260%, maturing December 31, 2013				642,167
EUR	101,096	(5	)	Term Loan, 3.260%, maturing December 31, 2013				131,134

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

EUR

245,614

Term Loan, 3.260%, maturing
December 31, 2013

318,590

Valleycrest Companies, LLC

BB-

1,805,815

Term Loan, 2.330%, maturing
March 12, 2014

1,516,885

Vertafore, Inc.

1,035,352

Term Loan, 2.893%, maturing
January 31, 2012

986,173

West Corporation

BB-

5,329,348

Term Loan, 2.644%, maturing
October 24, 2013

5,082,866

30,055,816

Diversified Nat'l Rsrcs, Precious Metals & Minerals: 1.4%

Georgia Pacific Corporation

Ba2

BB+

7,005,075

Term Loan, 2.609%, maturing
December 20, 2012

6,802,425

3,857,944

Term Loan, 3.806%, maturing
December 20, 2014

3,850,687

10,653,112

Ecological: 0.1%

Synagro Technologies, Inc.

CCC+

882,000

Term Loan, 2.270%, maturing
April 02, 2014

704,498

Synagro Technologies, Inc.

Caa2

CCC-

485,000

Term Loan, 5.020%, maturing
October 02, 2014

305,550

1,010,048

Electronics: 2.4%

Aeroflex, Inc.

Ba3

BB-

997,824

Term Loan, 3.741%, maturing
August 15, 2014

910,517

Brocade Communications Systems, Inc.

Ba2

BB+

2,930,492

Term Loan, 7.000%, maturing
October 07, 2013

2,941,482

Decision One

1,768,264

Term Loan, 15.000%, maturing
November 29, 2013

1,768,264

Freescale Semiconductor, Inc.

B-

4,996,096

Term Loan, 2.031%, maturing
November 29, 2013

3,761,906

Infor Global Solutions

B+

490,000

Term Loan, 3.020%, maturing July 28, 2012

416,908

EUR

731,250

Term Loan, 3.490%, maturing July 28, 2012

867,092

613,942

Term Loan, 4.020%, maturing July 28, 2012

518,781

1,176,722

Term Loan, 4.020%, maturing July 28, 2012

994,330

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Term Loan, 6.792%, maturing
March 02, 2014

394,957

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Electronics: (continued)

Kronos, Inc.

Ba3

B+

3,188,040

Term Loan, 2.598%, maturing June 11, 2014

2,974,839

NXP, B.V.

1,000,000

Floating Rate Note, 3.881%, maturing
October 15, 2013

620,000

ON Semiconductor

Baa3

BB+

1,955,000

Term Loan, 2.011%, maturing
September 03, 2013

1,847,475

18,016,551

Finance: 1.4%

LPL Holdings, Inc.

Ba3

B+

7,337,375

Term Loan, 2.175%, maturing June 28, 2013

6,817,646

Nuveen Investments, Inc.

4,893,540

Term Loan, 3.386%, maturing
November 13, 2014

4,000,469

10,818,115

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

Levana Holding 4 GmbH

EUR

728,399

)

Term Loan, 0.000%, maturing
March 02, 2015

609,729

EUR

728,398

)

Term Loan, 0.000%, maturing
March 02, 2016

609,729

Numericable / YPSO France SAS

EUR

510,581

Term Loan, 2.990%, maturing June 16, 2014

573,115

EUR

833,053

Term Loan, 2.990%, maturing June 16, 2014

935,083

EUR

1,323,033

Term Loan, 2.990%, maturing June 16, 2014

1,485,074

EUR

463,250

Term Loan, 3.240%, maturing
December 31, 2015

512,797

EUR

870,083

Term Loan, 3.240%, maturing
December 31, 2015

963,142

ProSiebenSat.1 Media AG

SEK

2,269,914

Term Loan, 2.155%, maturing July 02, 2014

253,134

EUR

64,583

Term Loan, 2.601%, maturing July 02, 2014

73,507

EUR

1,190,021

Term Loan, 2.601%, maturing July 02, 2014

1,354,448

EUR

36,050

Term Loan, 2.726%, maturing July 03, 2015

41,439

EUR

801,232

Term Loan, 2.726%, maturing July 03, 2015

921,012

TDF, S.A.

EUR

1,000,000

Term Loan, 3.403%, maturing
January 30, 2015

1,219,542

EUR

1,000,000

Term Loan, 2.490%, maturing
January 29, 2016

1,219,542

UPC Financing Partnership

Ba3

B+

1,944,864

Term Loan, 2.031%, maturing
December 31, 2014

1,841,947

1,055,136

Term Loan, 3.781%, maturing
December 31, 2016

1,022,603

EUR

4,268,168

Term Loan, 4.290%, maturing
December 31, 2016

5,604,700

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Foreign Cable, Foreign TV, Radio and Equipment: (continued)*
EUR	3,078,704			Term Loan, 4.540%, maturing December 31, 2017			$	4,055,024
				Virgin Media Investment Holdings, Ltd.	Ba2	BB
GBP	386,999			Term Loan, 3.809%, maturing September 03, 2012				585,220
GBP	196,779			Term Loan, 3.809%, maturing September 03, 2012				297,569
GBP	1,117,088			Term Loan, 3.889%, maturing September 03, 2012				1,689,258
GBP	1,344,879			Term Loan, 3.889%, maturing September 03, 2012				2,033,723
GBP	500,000	(5	)	Term Loan, 3.809%, maturing September 03, 2012				760,505
GBP	500,000	(5	)	Term Loan, 3.809%, maturing September 03, 2012				760,505
								29,422,347
*Gaming: 4.2%*
				Cannery Casino Resorts, LLC	B1	B+
$	610,216			Term Loan, 2.519%, maturing May 18, 2013				550,720
	504,496			Term Loan, 2.526%, maturing May 18, 2013				455,308
				CCM Merger, Inc.	B3	B+
	3,014,406			Term Loan, 8.500%, maturing July 13, 2012				2,833,541
		(2	)	Fontainebleau Las Vegas, LLC	NR	NR
	633,333	(3	)	Term Loan, 6.000%, maturing June 06, 2014				136,167
	1,266,667	(3	)	Term Loan, 6.250%, maturing June 06, 2014				272,333
				Golden Nugget, Inc.	Caa3	CC
	1,834,127			Term Loan, 2.270%, maturing June 30, 2014				1,277,776
	1,044,142			Term Loan, 2.318%, maturing June 30, 2014				727,420
				Green Valley Ranch Gaming, LLC	Caa3	CCC+
	1,411,705			Term Loan, 3.068%, maturing February 16, 2014				995,252
				Green Valley Ranch Gaming, LLC	Ca	CC
	750,000			Term Loan, 3.879%, maturing August 16, 2014				168,750
				Harrahs Operating Company, Inc.	Caa1	B
	1,620,528			Term Loan, 3.504%, maturing January 28, 2015				1,311,109
	2,440,331	(5	)	Term Loan, 3.504%, maturing January 28, 2015				1,978,025
	2,500,000			Term Loan, 3.506%, maturing January 28, 2015				2,022,853
				Isle of Capri Casinos, Inc.	B1	B+
	851,077			Term Loan, 2.348%, maturing November 25, 2013				799,880
	1,204,899			Term Loan, 2.011%, maturing July 26, 2014				1,132,417
	3,012,248			Term Loan, 2.348%, maturing July 26, 2014				2,831,043
				Las Vegas Sands, LLC	B3	B-
	6,272,000			Term Loan, 2.090%, maturing May 23, 2014				4,927,007
	1,584,000			Term Loan, 2.090%, maturing May 23, 2014				1,244,321

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Gaming: (continued)*
				New World Gaming Partners, Ltd.	B3	CCC-
$	706,563			Term Loan, 3.095%, maturing September 30, 2014			$	504,014
	3,488,542			Term Loan, 3.095%, maturing September 30, 2014				2,488,492
				Seminole Tribe of Florida	Baa3	BBB
	16,531			Term Loan, 2.125%, maturing March 05, 2014				15,883
				VML US Finance, LLC	B3	B-
	865,568			Term Loan, 2.850%, maturing May 25, 2012				796,787
	2,562,813	(5	)	Term Loan, 2.850%, maturing May 25, 2013				2,359,161
	2,109,619	(5	)	Term Loan, 2.850%, maturing May 25, 2013				1,941,980
								31,770,239
*Healthcare, Education and Childcare: 17.6%*
				Accellent, Inc.	B1	B+
	2,908,120			Term Loan, 2.872%, maturing November 22, 2012				2,646,389
				AGA Medical Corporation	B1	BB-
	1,632,209			Term Loan, 2.313%, maturing April 28, 2013				1,390,438
				Bausch & Lomb, Inc.	B1	BB-
	404,858	(5	)	Term Loan, 3.679%, maturing April 24, 2015				384,805
	1,595,142	(5	)	Term Loan, 3.679%, maturing April 24, 2015				1,516,133
				Biomet, Inc.	B1	BB-
	5,994,924	(5	)	Term Loan, 3.575%, maturing March 25, 2015				5,779,167
				Bright Horizons Family Solutions, Inc.	Ba3	BB-
	465,882			Term Loan, 7.500%, maturing May 28, 2015				457,438
				Catalent Pharma Solutions	Ba3	BB-
	6,446,222			Term Loan, 2.511%, maturing April 10, 2014				5,648,502
				CHG Medical Staffing, Inc.	Ba3	B+
	1,515,000			Term Loan, 2.764%, maturing January 08, 2013				1,363,500
	400,000			Term Loan, 3.100%, maturing January 08, 2013				348,000
				CHS/Community Health Systems, Inc.	Ba3	BB
	1,825,546			Term Loan, 2.511%, maturing July 25, 2014				1,705,317
	35,819,740			Term Loan, 2.612%, maturing July 25, 2014				33,460,688
				Concentra Operating Corporation	Ba3	B+
	1,960,000			Term Loan, 2.850%, maturing June 25, 2014				1,783,600
				CRC Health Corporation	Ba3	BB-
	923,717			Term Loan, 2.848%, maturing February 06, 2013				762,066
	966,632			Term Loan, 2.848%, maturing February 06, 2013				797,471
				Education Management Corporation	B1	B+
	4,136,011			Term Loan, 2.375%, maturing June 03, 2013				3,973,155
				Emdeon Business Services, LLC	B1	BB-
	2,285,182			Term Loan, 2.461%, maturing November 16, 2013				2,219,483

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

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

			*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*		Borrower\Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		EMSC, L.P.	Baa3	BB+
$	2,861,273	Term Loan, 2.276%, maturing February 10, 2012			$	2,761,128
		Gambro	NR	NR
	646,459	Term Loan, 2.931%, maturing June 05, 2014				543,026
SEK	2,111,070	Term Loan, 3.146%, maturing June 05, 2014				248,970
SEK	2,146,343	Term Loan, 3.146%, maturing June 05, 2014				253,130
$	646,459	Term Loan, 3.431%, maturing June 05, 2015				543,026
SEK	2,111,070	Term Loan, 3.646%, maturing June 05, 2015				248,970
SEK	2,146,343	Term Loan, 3.646%, maturing June 05, 2015				253,130
		Harlan Sprague Dawley, Inc.	B2	BB-
$	2,467,500	Term Loan, 2.780%, maturing July 14, 2014				2,222,292
		Harrington Holdings, Inc.	B1	BB-
	2,398,833	Term Loan, 2.511%, maturing December 28, 2013				2,188,935
		HCA, Inc.	Ba3	BB
	18,073,817	Term Loan, 2.848%, maturing November 18, 2013				17,050,893
		Health Management Associates, Inc.	B1	BB-
	2,626,609	Term Loan, 2.348%, maturing February 28, 2014				2,474,759
		Iasis Healthcare, LLC	Ba2	B+
	144,841	Term Loan, 2.259%, maturing March 14, 2014				137,309
	537,722	Term Loan, 2.261%, maturing March 14, 2014				509,760
	1,553,861	Term Loan, 2.261%, maturing March 14, 2014				1,473,061
		IM US Holdings, LLC	Ba2	BB
	1,922,785	Term Loan, 2.403%, maturing June 26, 2014				1,832,414
		Life Technologies Corporation	Baa3	BBB-
	1,386,875	Term Loan, 5.250%, maturing November 20, 2015				1,404,211
		Multiplan, Inc.	B1	B+
	1,151,266	Term Loan, 2.813%, maturing April 12, 2013				1,093,703
		National Mentor, Inc.	B1	B+
	1,959,535	Term Loan, 2.600%, maturing June 29, 2013				1,734,189
	117,736	Term Loan, 5.570%, maturing June 29, 2013				104,196
		Nycomed	NR	NR
EUR	1,397,300	Term Loan, 3.370%, maturing December 29, 2014				1,854,594
EUR	54,917	Term Loan, 3.370%, maturing December 29, 2014				72,890
EUR	86,211	Term Loan, 3.370%, maturing December 29, 2014				114,426
EUR	535,383	Term Loan, 3.370%, maturing December 29, 2014				710,598
EUR	388,312	Term Loan, 3.370%, maturing December 29, 2014				515,395

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

EUR

388,312

Term Loan, 4.120%, maturing
December 29, 2015

515,395

EUR

535,383

Term Loan, 4.120%, maturing
December 29, 2015

710,598

EUR

1,397,300

Term Loan, 4.120%, maturing
December 29, 2015

1,854,594

EUR

86,211

Term Loan, 4.120%, maturing
December 29, 2015

114,426

EUR

54,917

Term Loan, 4.120%, maturing
December 29, 2015

72,890

Orthofix International / Colgate Medical

BB+

1,570,000

Term Loan, 7.184%, maturing
September 22, 2013

1,556,263

Quintiles Transnational Corporation

2,923,331

Term Loan, 2.472%, maturing
March 31, 2013

2,761,328

Renal Advantage, Inc.

B+

3,218,933

Term Loan, 3.084%, maturing
October 05, 2012

3,074,081

Rural/Metro Operating Company, LLC

Ba2

BB-

776,470

Term Loan, 3.776%, maturing
March 04, 2011

764,823

519,127

Term Loan, 3.790%, maturing
March 04, 2011

511,340

Sterigenics International, Inc.

B+

1,842,090

Term Loan, 2.880%, maturing
November 21, 2013

1,713,143

Sun Healthcare Group, Inc.

Ba2

B+

217,241

Term Loan, 2.598%, maturing April 21, 2014

199,047

932,272

Term Loan, 2.683%, maturing April 21, 2014

854,194

Surgical Care Affiliates, LLC

Ba3

2,940,000

Term Loan, 2.600%, maturing
December 29, 2014

2,675,400

Team Health, Inc.

BB-

2,011,098

Term Loan, 2.461%, maturing
November 23, 2012

1,850,210

United Surgical Partners International, Inc.

Ba3

309,734

Term Loan, 2.270%, maturing April 19, 2014

288,053

1,639,677

Term Loan, 2.384%, maturing April 19, 2014

1,524,900

Vanguard Health Holdings Company II, LLC

Ba3

B+

3,367,682

Term Loan, 2.511%, maturing
September 23, 2011

3,298,924

Viant Holdings, Inc.

Ba3

B+

722,037

Term Loan, 2.850%, maturing June 25, 2014

707,596

VWR International Inc.

B+

EUR

2,500,000

Term Loan, 2.990%, maturing June 29, 2014

3,188,314

1,500,000

Term Loan, 2.761%, maturing June 30, 2014

1,394,375

134,211,051

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Home & Office Furnishings: 0.9%

Global Garden Products Italy, S.P.A.

EUR

1,250,000

)

Term Loan, 3.213%, maturing
October 19, 2014

859,770

EUR

1,250,000

)

Term Loan, 3.713%, maturing
October 19, 2015

859,770

Hilding Anders

SEK

17,864,613

Term Loan, 3.493%, maturing
March 31, 2015

1,224,825

EUR

324,872

Term Loan, 3.943%, maturing
April 25, 2015

236,642

National Bedding Company

BB-

2,160,844

Term Loan, 2.313%, maturing
February 28, 2013

1,962,766

Springs Window Fashions, LLC

B+

2,307,406

)

Term Loan, 3.375%, maturing
December 31, 2012

1,967,064

7,110,837

Insurance: 2.0%

AmWINS Group, Inc.

B-

1,960,000

Term Loan, 2.981%, maturing June 08, 2013

1,342,600

Applied Systems Inc.

B-

1,253,414

Term Loan, 2.761%, maturing
September 26, 2013

1,163,586

Conseco, Inc.

Caa1

CCC

6,083,852

Term Loan, 6.500%, maturing
October 10, 2013

4,684,566

Crawford & Company

BB-

1,821,003

Term Loan, 3.100%, maturing
October 30, 2013

1,633,212

Hub International, Ltd.

B+

450,992

Term Loan, 2.761%, maturing June 13, 2014

414,349

2,006,448

Term Loan, 2.761%, maturing June 13, 2014

1,843,424

Swett & Crawford

B-

2,541,500

Term Loan, 2.511%, maturing April 03, 2014

1,721,866

USI Holdings Corporation

2,260,203

Term Loan, 3.350%, maturing May 05, 2014

1,988,978

14,792,581

Leisure, Amusement, Entertainment: 4.8%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

3,144,375

Term Loan, 2.930%, maturing June 08, 2012

2,767,050

Alpha D2, Ltd.

1,680,428

Term Loan, 2.511%, maturing
December 31, 2013

1,431,965

1,135,081

Term Loan, 2.511%, maturing
December 31, 2013

967,252

AMF Bowling Worldwide, Inc.

3,049,454

Term Loan, 3.127%, maturing June 08, 2013

2,546,294

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

Cedar Fair, L.P.

Ba3

BB-

1,428,807

Term Loan, 2.261%, maturing
August 30, 2012

1,379,691

5,180,556

Term Loan, 4.261%, maturing
August 30, 2014

5,054,280

HIT Entertainment, Inc.

B-

1,940,892

Term Loan, 2.730%, maturing
March 20, 2012

1,627,923

Kerasotes Showplace Theater, LLC

B-

75,000

Revolver, 1.374%, maturing
October 31, 2010

54,375

280,539

Term Loan, 4.938%, maturing
October 28, 2011

258,096

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

4,715,268

Term Loan, 3.511%, maturing April 08, 2012

2,665,602

23,861,308

Term Loan, 3.511%, maturing April 08, 2012

13,489,107

NEP II, Inc.

4,396,244

Term Loan, 2.511%, maturing
February 16, 2014

4,121,479

36,363,114

Lodging: 1.6%

Audio Visual Services Corporation

982,500

Term Loan, 2.850%, maturing
February 28, 2014

618,975

Hotel Del Coronado

B+

16,400,000

Term Loan, 2.039%, maturing
January 15, 2011

11,152,000

11,770,975

Machinery: 0.3%

Kion Group

EUR

1,238,909

Term Loan, 2.740%, maturing
December 23, 2014

1,153,941

EUR

1,145,833

Term Loan, 2.990%, maturing
December 23, 2015

1,067,249

2,221,190

Mining, Steel, Iron & Nonprecious Metals: 1.1%

Continental Alloys & Services, Inc.

Caa2

CCC

464,442

Term Loan, 4.750%, maturing June 14, 2012

313,498

Noranda Aluminum Acquisition Corporation

645,663

Term Loan, 2.268%, maturing May 18, 2014

477,790

Novelis

Ba3

BB-

1,225,000

Term Loan, 2.270%, maturing July 06, 2014

1,119,650

2,695,052

Term Loan, 2.422%, maturing July 06, 2014

2,463,278

Oxbow Carbon and Minerals Holdings, LLC

BB-

348,703

Term Loan, 2.261%, maturing May 08, 2014

324,730

3,600,578

Term Loan, 2.397%, maturing May 08, 2014

3,353,038

8,051,984

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

North American Cable: 12.2%

Atlantic Broadband

BB-

69,570

Term Loan, 2.850%, maturing
September 01, 2011

69,135

1,870,772

Term Loan, 6.750%, maturing
June 01, 2013

1,859,079

Block Communications, Inc.

Ba1

965,000

Term Loan, 2.598%, maturing
December 22, 2011

839,550

Bresnan Communications, LLC

BB-

1,246,875

Term Loan, 2.519%, maturing
September 29, 2013

1,204,014

2,743,125

Term Loan, 2.519%, maturing
March 29, 2014

2,648,830

Cequel Communications, LLC

BB-

32,293,878

Term Loan, 2.276%, maturing
November 05, 2013

30,648,925

Cequel Communications, LLC

Caa1

B-

1,525,000

Term Loan, 4.781%, maturing
May 05, 2014

1,387,750

)

Charter Communications Operating, LLC

Ba2

10,983,512

Term Loan, 6.250%, maturing
March 06, 2014

10,235,260

CSC Holdings, Inc.

Baa3

BBB-

19,930,557

Term Loan, 2.023%, maturing
March 29, 2013

19,339,755

Insight Midwest Holdings, LLC

B+

9,002,500

Term Loan, 2.280%, maturing April 07, 2014

8,653,653

Knology, Inc.

1,931,198

Term Loan, 2.511%, maturing June 30, 2012

1,844,294

Mediacom Broadband, LLC

Ba3

BB-

8,191,965

Term Loan, 2.010%, maturing
January 31, 2015

7,693,624

San Juan Cable, LLC

BB-

1,690,619

Term Loan, 2.030%, maturing
October 31, 2012

1,525,783

WideOpenWest Finance, LLC

B-

5,818,750

Term Loan, 2.780%, maturing June 18, 2014

5,196,871

93,146,523

Oil & Gas: 2.6%

Alon USA

215,556

Term Loan, 2.511%, maturing June 22, 2013

177,833

1,724,444

Term Loan, 2.511%, maturing June 22, 2013

1,422,667

CR Gas Storage

Ba3

BB-

95,715

Term Loan, 2.023%, maturing May 12, 2013

91,049

142,041

Term Loan, 2.024%, maturing May 12, 2013

135,117

1,327,099

Term Loan, 2.024%, maturing May 12, 2013

1,262,403

Hercules Offshore, LLC

B+

3,989,848

Term Loan, 7.581%, maturing July 11, 2013

3,690,609

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

McJunkin Corporation

B+

2,637,043

Term Loan, 3.511%, maturing
January 31, 2014

2,524,969

MEG Energy

BB+

1,754,480

Term Loan, 2.600%, maturing April 03, 2013

1,638,246

1,721,125

Term Loan, 2.600%, maturing April 03, 2013

1,607,101

Pine Prairie Energy Center

B-

1,112,389

Term Loan, 4.250%, maturing
December 31, 2013

1,111,694

SG Resources Mississippi, LLC

2,475,000

Term Loan, 2.136%, maturing April 02, 2014

2,252,250

Targa Resources, Inc.

Ba3

B+

2,803,412

Term Loan, 2.263%, maturing
October 31, 2012

2,763,696

1,039,832

Term Loan, 2.598%, maturing
October 31, 2012

1,025,100

19,702,734

Other Broadcasting and Entertainment: 1.1%

Deluxe Entertainment Services Group, Inc.

Ba3

B-

2,059,346

Term Loan, 2.654%, maturing May 11, 2013

1,853,412

118,110

Term Loan, 2.848%, maturing May 11, 2013

106,299

208,370

Term Loan, 2.848%, maturing May 11, 2013

187,533

VNU

Ba3

B+

2,435,058

Term Loan, 2.276%, maturing
August 09, 2013

2,277,795

3,996,490

Term Loan, 4.026%, maturing
May 02, 2016

3,763,362

8,188,401

Other Telecommunications: 2.5%

Asurion Corporation

5,250,000

Term Loan, 3.278%, maturing July 03, 2014

5,032,482

BCM Ireland Holdings, Ltd.

Ba3

BB-

EUR

1,683,863

Term Loan, 2.365%, maturing
September 30, 2014

2,218,051

EUR

1,684,092

Term Loan, 2.615%, maturing
September 30, 2015

2,218,352

Cavalier Telephone

Caa2

B-

2,352,218

Term Loan, 9.500%, maturing
December 31, 2012

1,387,809

Consolidated Communications

B+

1,000,000

Term Loan, 2.770%, maturing
December 31, 2014

907,500

)

Hawaiian Telcom Communications, Inc.

2,839,932

Term Loan, 4.750%, maturing June 01, 2014

1,749,398

Kentucky Data Link, Inc.

B-

2,694,719

Term Loan, 2.511%, maturing
February 26, 2014

2,492,615

One Communications

B-

2,093,053

Term Loan, 4.610%, maturing June 30, 2012

1,875,026

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Other Telecommunications: (continued)

PAETEC Holding Corporation

180,241

Term Loan, 2.761%, maturing
February 28, 2013

171,229

U.S. Telepacific Corporation

CCC

1,471,226

Term Loan, 4.615%, maturing
August 04, 2011

1,243,186

19,295,648

Personal & Nondurable Consumer Products: 2.4%

Advantage Sales And Marketing

2,799,659

Term Loan, 2.278%, maturing
March 29, 2013

2,682,423

Bushnell Performance Optics

Ba3

B-

1,690,355

Term Loan, 4.348%, maturing
August 24, 2013

1,470,609

Fender Musical Instruments Corporation

B+

1,155,000

Term Loan, 2.540%, maturing June 09, 2014

935,550

2,286,667

Term Loan, 2.850%, maturing June 09, 2014

1,852,200

Gibson Guitar Corporation

B+

439,338

Term Loan, 2.848%, maturing
December 29, 2013

386,618

Huish Detergents, Inc.

Ba2

1,653,595

Term Loan, 2.020%, maturing April 26, 2014

1,587,451

Information Resources, Inc.

B-

341,074

Term Loan, 2.145%, maturing May 16, 2014

322,315

Jarden Corporation

B+

4,608,130

Term Loan, 2.348%, maturing
January 24, 2012

4,503,010

550,727

Term Loan, 2.348%, maturing
January 24, 2012

538,163

KIK Custom Products, Inc.

CCC+

71,890

Term Loan, 2.520%, maturing June 02, 2014

54,756

419,360

Term Loan, 2.520%, maturing June 02, 2014

319,412

Mega Bloks, Inc.

Caa3

CCC

960,000

Term Loan, 9.750%, maturing July 26, 2012

403,200

Spectrum Brands, Inc.

44,301

Term Loan, 5.085%, maturing
March 30, 2013

41,588

866,847

Term Loan, 6.250%, maturing
March 30, 2013

813,752

Yankee Candle Company, Inc.

Ba3

BB-

2,550,705

Term Loan, 2.270%, maturing
February 06, 2014

2,378,532

18,289,579

Personal, Food & Miscellaneous: 2.2%

Acosta, Inc.

3,907,429

Term Loan, 2.540%, maturing July 28, 2013

3,726,711

Arbys Restaurant Group, Inc.

Ba2

2,501,055

Term Loan, 7.250%, maturing July 25, 2012

2,514,343

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Personal, Food & Miscellaneous: (continued)*
				Culligan International Company	B2	B-
$	976,226			Term Loan, 2.520%, maturing November 24, 2012			$	676,850
				Dennys, Inc.	Ba2	BB
	555,000			Term Loan, 2.384%, maturing March 31, 2012				532,800
	583,261			Term Loan, 3.134%, maturing March 31, 2012				559,931
				N.E.W. Customer Services Companies, Inc.	B1	B+
	3,069,750			Term Loan, 2.772%, maturing May 22, 2014				2,881,728
				OSI Restaurant Partners, Inc.	B3	B+
	505,264	(5	)	Term Loan, 2.855%, maturing June 14, 2013				403,474
	5,683,503	(5	)	Term Loan, 2.563%, maturing June 14, 2014				4,538,516
				Seminole Hard Rock Entertainment	B1	BB
	750,000			Floating Rate Note, 3.129%, maturing March 15, 2014				570,000
								16,404,353
*Printing & Publishing: 9.0%*
				American Achievement Corporation	B1	B
	295,182			Term Loan, 6.250%, maturing March 25, 2011				253,857
				Ascend Media Holdings, LLC	B3	B
	920,046	(3	)	Term Loan, 2.125%, maturing January 31, 2012				36,802
				Black Press, Ltd.	B1	B-
	698,630			Term Loan, 2.372%, maturing August 02, 2013				286,438
	1,150,685			Term Loan, 2.674%, maturing August 02, 2013				471,781
				Canwest Media, Inc.	Caa3	D
	736,875			Term Loan, 0.000%, maturing July 13, 2014				397,913
				Caribe Information Investments, Inc.	B2	B
	1,923,175	(5	)	Term Loan, 2.525%, maturing March 31, 2013				1,173,137
				Cengage Learning, Inc.	B1	B+
	2,044,444			Revolver, 1.784%, maturing July 05, 2013				1,776,111
	7,065,874	(5	)	Term Loan, 2.760%, maturing July 03, 2014				6,100,944
				Cenveo Corporation	Ba3	BB-
	28,994			Term Loan, 5.109%, maturing June 21, 2013				28,185
	1,794,046			Term Loan, 5.109%, maturing June 21, 2013				1,743,961
		(2	)	Dex Media East, LLC	NR	D
	3,000,000	(5	)	Term Loan, 2.330%, maturing October 24, 2014				2,328,213
		(2	)	Dex Media West, LLC	NR	D
	4,956,064			Term Loan, 7.000%, maturing October 24, 2014				4,230,001
				Flint Group	NR	NR
	353,279			Term Loan, 4.013%, maturing December 31, 2014				262,604

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

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

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower\Tranche Description	Moody's	S&P	Value
*Printing & Publishing: (continued)*
$	841,151			Term Loan, 4.013%, maturing December 31, 2014			$	625,255
EUR	666,667			Term Loan, 3.945%, maturing May 29, 2015				711,699
$	2,333,333			Term Loan, 4.013%, maturing May 29, 2015				1,734,444
	1,277,104			Term Loan, 4.013%, maturing December 31, 2015				949,314
				Hanley Wood, LLC	B2	B-
	2,688,395			Term Loan, 2.525%, maturing March 08, 2014				1,164,970
		(2	)	Idearc, Inc.	NR	D
	21,246,887	(3	)	Term Loan, 6.250%, maturing November 17, 2014				9,897,501
				Intermedia Outdoor, Inc.	NR	NR
	1,608,750			Term Loan, 3.598%, maturing January 31, 2013				563,063
				Mediannuaire Holding	NR	NR
EUR	561,344			Term Loan, 2.772%, maturing October 10, 2014				530,890
EUR	561,189			Term Loan, 3.272%, maturing October 09, 2015				530,743
				Merrill Communications, LLC	B1	CCC
$	2,761,595			Term Loan, 8.500%, maturing December 24, 2012				2,043,580
				Nelson Canada	Ba3	B
	3,930,000			Term Loan, 3.098%, maturing July 05, 2014				3,144,000
				PagesJaunes Groupe, S.A.	NR	NR
EUR	800,000			Term Loan, 2.022%, maturing November 22, 2013				990,527
				PBL Media	B1	B
AUD	24,331,191			Term Loan, 5.700%, maturing February 05, 2013				13,128,720
				Prism Business Media Holdings/ Penton Media, Inc.	Caa1	CCC
$	1,661,750			Term Loan, 2.726%, maturing February 01, 2013				1,129,990
		(2	)	R.H. Donnelley Corporation	NR	D
	5,287,762	(5	)	Term Loan, 2.473%, maturing June 30, 2011				4,365,709
		(2	)	Readers Digest	NR	D
EUR	740,194	(3	)	Term Loan, 3.274%, maturing March 02, 2014				434,871
$	3,923,027	(3	)	Term Loan, 4.144%, maturing March 02, 2014				1,577,057
		(2	)	Readers Digest	NR	NR
	600,000	(5	)	Debtor in Possession Term Loan, 3.274%, maturing May 26, 2010				618,375
				Source Media, Inc.	B1	B
	2,734,832			Term Loan, 5.270%, maturing November 08, 2011				1,955,405
				Thomas Nelson Publishers	B1	B
	1,843,554			Term Loan, 8.394%, maturing June 12, 2012				1,249,008
		(2	)	Tribune Company	NR	NR
	1,491,225	(3	)	Term Loan, 5.250%, maturing June 04, 2014				631,906

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Yell Group, PLC

2,000,000

Term Loan, 3.261%, maturing
October 26, 2012

1,440,000

68,506,974

Radio and TV Broadcasting: 6.0%

Citadel Broadcasting Corporation

Caa3

CCC

9,600,000

Term Loan, 2.341%, maturing June 12, 2014

5,517,600

CMP KC, LLC

1,342,163

Term Loan, 6.250%, maturing May 03, 2011

127,505

CMP Susquehanna Corporation

Caa3

CCC+

6,597,069

Term Loan, 2.313%, maturing May 05, 2013

4,156,154

Cumulus Media, Inc.

Caa1

4,831,002

Term Loan, 4.273%, maturing June 11, 2014

3,526,631

CW Media Holdings, Inc.

2,701,875

Term Loan, 3.848%, maturing
February 16, 2015

2,369,207

Emmis Communication

Caa2

1,151,789

Term Loan, 4.601%, maturing
November 01, 2013

793,295

FoxCo Acquisition, LLC

1,119,571

Term Loan, 7.250%, maturing July 14, 2015

931,110

)

ION Media Networks, Inc.

398,492

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

581,798

4,500,000

)

Term Loan, 6.381%, maturing
January 15, 2012

855,000

Local TV Finance, LLC

B-

2,842,000

Term Loan, 2.270%, maturing May 07, 2013

1,968,085

Nexstar Broadcasting Group

B+

2,214,190

Term Loan, 2.237%, maturing
October 01, 2012

1,882,062

2,341,180

Term Loan, 2.348%, maturing
October 01, 2012

1,990,003

Nextmedia Operating, Inc.

Caa2

CCC+

407,563

Term Loan, 8.250%, maturing
November 15, 2012

285,294

917,017

Term Loan, 8.250%, maturing
November 15, 2012

641,912

Regent Communications

Caa1

CCC

1,384,115

Term Loan, 6.000%, maturing
November 21, 2013

943,506

Spanish Broadcasting Systems

Caa3

CCC+

2,982,695

Term Loan, 2.350%, maturing June 11, 2012

1,908,925

Univision Communications, Inc.

B-

21,999,786

Term Loan, 2.511%, maturing
September 29, 2014

17,387,685

45,865,772

Retail Stores: 8.9%

Amscan Holdings, Inc.

1,466,250

Term Loan, 2.880%, maturing May 25, 2013

1,292,133

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

CBR Fashion Holding

EUR

500,000

Term Loan, 2.615%, maturing April 20, 2015

562,433

EUR

446,470

Term Loan, 2.865%, maturing April 19, 2016

502,219

Claires Stores, Inc.

Caa2

B-

3,994,911

)

Term Loan, 3.114%, maturing May 29, 2014

2,636,641

Dollar General Corporation

Ba3

BB-

8,500,000

Term Loan, 3.125%, maturing July 07, 2014

8,311,113

Dollarama Group, L.P.

Ba1

BB-

2,210,517

Term Loan, 2.238%, maturing
November 18, 2011

2,193,938

General Nutrition Centers, Inc.

2,478,297

Term Loan, 2.724%, maturing
September 16, 2013

2,295,523

Guitar Center, Inc.

B-

4,937,500

Term Loan, 3.771%, maturing
October 09, 2014

4,030,234

Harbor Freight Tools USA, Inc.

B+

5,979,824

Term Loan, 9.750%, maturing
February 12, 2013

5,920,026

Michaels Stores, Inc.

4,583,127

Term Loan, 2.563%, maturing
October 31, 2013

4,076,119

Nebraska Book Company, Inc.

Ba3

2,351,247

Term Loan, 9.250%, maturing
March 04, 2011

2,339,491

Neiman Marcus Group, Inc.

BB-

7,299,578

Term Loan, 2.493%, maturing April 06, 2013

6,050,832

Oriental Trading Company, Inc.

Caa1

CCC

1,348,323

Term Loan, 9.750%, maturing July 31, 2013

1,063,490

Petco Animal Supplies, Inc.

B+

4,996,875

Term Loan, 2.709%, maturing
October 25, 2013

4,812,615

Phones 4U Group, Ltd.

GBP

1,615,726

Term Loan, 3.042%, maturing
September 22, 2014

1,423,707

GBP

1,545,301

Term Loan, 3.542%, maturing
September 22, 2015

1,361,652

Rite Aid

B+

5,937,500

Term Loan, 2.027%, maturing June 04, 2014

5,152,016

1,397,000

Term Loan, 6.000%, maturing June 04, 2014

1,322,494

1,500,000

)

Term Loan, 9.500%, maturing June 10, 2015

1,560,000

Sally Holding, LLC

2,388,425

Term Loan, 5.413%, maturing
November 16, 2013

2,284,359

Toys "R" Us, Inc.

BB-

4,368,159

Term Loan, 4.518%, maturing July 19, 2012

4,198,111

Vivarte

EUR

1,966,980

Term Loan, 2.522%, maturing
March 09, 2015

2,194,267

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

EUR

1,966,980

Term Loan, 3.022%, maturing
March 08, 2016

2,194,267

67,777,680

Satellite: 0.5%

Intelsat Corporation

BB-

1,377,379

Term Loan, 2.776%, maturing
January 03, 2014

1,311,953

1,376,959

Term Loan, 2.776%, maturing
January 03, 2014

1,311,554

1,376,959

Term Loan, 2.776%, maturing
January 03, 2014

1,311,554

3,935,061

Telecommunications Equipment: 1.5%

CommScope, Inc.

Ba2

782,114

Term Loan, 3.098%, maturing
December 26, 2014

766,228

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,383,255

Term Loan, 2.536%, maturing
March 10, 2014

5,998,496

Sorenson Communications, Inc.

Ba2

4,443,813

Term Loan, 2.760%, maturing
August 16, 2013

4,236,434

11,001,158

Utilities: 7.2%

Boston Generating, LLC

Caa2

CCC+

256,593

Revolver, 2.848%, maturing
December 20, 2013

189,638

6,963,591

Term Loan, 2.589%, maturing
December 20, 2013

5,146,532

1,916,404

Term Loan, 2.723%, maturing
December 20, 2013

1,416,343

Calpine Corporation

B+

1,522,500

Revolver, 2.953%, maturing
March 29, 2014

1,301,738

6,441,307

Term Loan, 3.475%, maturing
March 29, 2014

5,937,075

Coleto Creek WLE, L.P.

B+

2,439,593

Term Loan, 3.253%, maturing June 28, 2013

2,210,881

437,602

Term Loan, 3.348%, maturing June 28, 2013

396,577

FirstLight Power Resources, Inc.

B+

2,635,312

Term Loan, 3.125%, maturing
November 01, 2013

2,440,958

906,823

Term Loan, 3.125%, maturing
November 01, 2013

839,944

FirstLight Power Resources, Inc.

CCC+

610,514

Term Loan, 5.125%, maturing May 01, 2014

485,359

Infrastrux Group, Inc.

4,164,772

Term Loan, 4.511%, maturing
November 05, 2012

3,727,471

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

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

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower\Tranche Description

Moody's

S&P

Value

Utilities: (continued)

MACH Gen, LLC

Ba3

BB-

444,571

Term Loan, 2.598%, maturing
February 22, 2013

415,674

NRG Energy, Inc.

Baa3

BB+

2,780,792

Term Loan, 2.252%, maturing
February 01, 2013

2,633,535

7,557,512

Term Loan, 2.348%, maturing
February 01, 2013

7,157,304

Texas Competitive Electric
Holdings Company, LLC

B+

6,437,216

Term Loan, 3.761%, maturing
October 10, 2014

4,895,734

3,000,000

Term Loan, 3.776%, maturing
October 10, 2014

2,276,250

2,961,055

Term Loan, 3.776%, maturing
October 10, 2014

2,258,421

5,895,000

Term Loan, 3.776%, maturing
October 10, 2014

4,496,164

TPF Generation Holdings, LLC

Ba3

2,191,522

Term Loan, 2.261%, maturing
December 15, 2013

2,085,077

1,431,519

Term Loan, 2.598%, maturing
December 15, 2013

1,361,989

TPF Generation Holdings, LLC

B+

1,500,000

Term Loan, 4.511%, maturing
December 15, 2014

1,272,500

Viridian Group, PLC

EUR

1,072,386

Term Loan, 5.000%, maturing
December 19, 2012

1,010,364

GBP

1,080,000

Term Loan, 5.045%, maturing
December 19, 2012

1,154,276

55,109,804

Total Senior Loans
(Cost $1,194,242,287)

1,026,089,841

Other Corporate Debt: 1.1%

Automobile: 1.1%

Navistar International Corporation

BB-

2,066,667

Unsecured Term Loan, 3.517%, maturing
January 19, 2012

1,935,779

5,683,333

Unsecured Term Loan, 3.511%, maturing
January 19, 2012

5,323,391

Flextronics International, Ltd.

Ba1

BB+

681,421

Unsecured Term Loan, 2.696%, maturing
October 01, 2014

614,642

195,340

Unsecured Term Loan, 2.759%, maturing
October 01, 2014

176,196

Total Other Corporate Debt
(Cost $8,501,557)

8,050,008

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

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

*Equities and Other Assets: 0.0%*
			Description			Market Value USD
	(1	), (@) , (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)				—
	(@) , (R)		Block Vision Holdings Corporation (571 Common Shares)				—
	(2	), (@) , (R)	Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)				—
	(2	), (@) , (R)	Cedar Chemical (Liquidation Interest)				—
	(@) , (R)		Decision One Corporation (1,545,989 Common Shares)				—
	(2	), (@) , (R)	Enterprise Profit Solutions (Liquidation Interest)				—
	(@) , (R)		EquityCo, LLC (Warrants for 28,752 Common Shares)				—
	(4	), (@) , (R)	Euro United Corporation (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	Grand Union Company (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)				25
	(2	), (@) , (R)	Kevco Inc. (Residual Interest in Bankruptcy Estate)				25
	(2	), (@) , (R)	Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)				—
	(@) , (R)		Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)				—
	(@) , (R)		Safelite Realty Corporation (57,804 Common Shares)				348,385
	(1	), (@) , (R)	Transtar Metals (Residual Interest in Bankruptcy Estate)				—
	(2	), (@) , (R)	US Office Products Company (Residual Interest in Bankruptcy Estate)				—
			Total for Equities and Other Assets (Cost $1,169,622)				348,435
			Total Investments (Cost $1,203,913,466)**	135.9	%	$	1,034,488,284
			Other Assets and Liabilities - Net	(35.9	)		(273,188,427	)
			Net Assets	100.0	%	$	761,299,857

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

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

NR Not Rated

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

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

(3) Loan is on non-accrual basis.

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

(5) All or a portion of the trade is pending settlement. Contract rates do not take effect until settlement date.

(@) Non-income producing security.

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

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

(R) Restricted security.

AUD Australian Dollar

GBP British Pound Stirling

EUR Euro

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,205,044,775.

Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	4,226,743
Gross Unrealized Depreciation		(174,783,234	)
Net Unrealized Depreciation	$	(170,556,491	)

Fair Value Measurements*

The following is a summary of the fair valuations according to the inputs used as of August 31, 2009 in valuing the Trust's assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Fair Value at 08/31/2009
Asset Table Investments, at value
Senior Loans	$	—	$	1,014,901,039		$	11,188,802	$	1,026,089,841
Other Corporate Debt		—		8,050,008			—		8,050,008
Equities and Other Assets		—		—			348,435		348,435
Total	$	—	$	1,022,951,047		$	11,537,237	$	1,034,488,284
Other Financial Instruments+
Forward foreign currency contracts		—		304,088			—		304,088
Total	$	—	$	304,088		$	—	$	304,088
Liabilities Table Other Financial Instruments+ :
Forward foreign currency contracts	$	—	$	(1,107,094	)	$	—	$	(1,107,094	)
Total Liabilities	$	—	$	(1,107,094	)	$	—	$	(1,107,094	)

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

The following is a reconciliation of the fair valuations using significant unobervable inputs (Level 3) for the Trust's assets and liabilities during the period ended August 31, 2009:

	Beginning Balance at 02/28/09		Purchases		Issuances		Settlements		Sales			Accrued Discounts/ (Premiums)
Senior Loans	$	24,595,232	$	—	$	—	$	—	$	(1,761,366	)	$	1,064,941
Equities and Other Assets		462,482		—		—		—		—			—
Total	$	25,057,714	$	—	$	—	$	—	$	(1,761,366	)	$	1,064,941

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

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

	Total Realized Gain/(Loss)			Total Unrealized Appreciation/ (Depreciation)			Transfers Into Level 3		Transfers Out of Level 3		Ending Balance at 08/31/09
Senior Loans	$	(23,584,651	)	$	10,874,646		$	—	$	—	$	11,188,802
Equities and Other Assets		—			(114,047	)		—		—		348,435
Total	$	(23,584,651	)	$	10,760,599		$	—	$	—	$	11,537,237

As of August 31, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $2,638,877.

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

+ Other Financial Instruments are derivatives not reflected in the Portfolio of Investments and may include open forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at measurement date which represents the amount due to/from the Trust. Swaps and written options are reported at their market value at measurement date.

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

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

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

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

Currency	Buy/Sell	Settlement Date	In Exchange For		Unrealized Value		Appreciation (Depreciation)
British Pound Sterling GBP 8,207,500	Buy	09/01/09	$	13,314,042	$	13,351,542	$	37,500
			$	13,314,042	$	13,351,542	$	37,500
Australian Dollar AUD 15,500,000	Sell	09/30/09	$	12,809,820	$	13,040,269	$	(230,449	)
British Pound Sterling GBP 8,207,500	Sell	09/01/09		13,523,498		13,351,542		171,956
British Pound Sterling GBP 8,207,500	Sell	09/30/09		13,313,057		13,350,623		(37,566	)
British Pound Sterling GBP 25,697,500	Sell	10/30/09		4,274,706		4,225,192		49,514
British Pound Sterling GBP 650,000	Sell	10/30/09		1,062,653		1,057,315		5,338
EUR 5,310,000	Sell	09/30/09		7,435,062		7,609,213		(174,151	)
Euro EUR 8,445,000	Sell	09/30/09		11,849,855		12,101,658		(251,803	)
Euro EUR 500,000	Sell	09/30/09		705,220		716,498		(11,278	)
Euro EUR 900,000	Sell	09/30/09		1,275,579		1,289,697		(14,118	)
Euro EUR 1,590,000	Sell	09/30/09		2,294,147		2,278,465		15,682
Euro EUR 16,000,000	Sell	09/30/09		22,767,680		22,927,949		(160,269	)
Euro EUR 990,000	Sell	10/30/09		1,427,075		1,418,652		8,423
Euro EUR 1,590,000	Sell	10/30/09		2,294,116		2,278,441		15,675
Euro EUR 520,000	Sell	10/30/09		735,925		745,151		(9,226	)
Euro EUR 6,220,000	Sell	11/30/09		8,850,314		8,912,904		(62,590	)
Sweden Kronor SEK 1,000,000	Sell	09/15/09		127,181		140,406		(13,225	)
Sweden Kronor SEK 3,020,000	Sell	09/15/09		391,364		424,026		(32,662	)
Sweden Kronor SEK 2,200,000	Sell	09/15/09		290,188		308,893		(18,705	)
Sweden Kronor SEK 5,540,000	Sell	09/15/09		707,288		777,849		(70,561	)
Sweden Kronor SEK 810,000	Sell	09/15/09		113,211		113,729		(518	)
Sweden Kronor SEK 5,330,000	Sell	09/30/09		728,433		748,406		(19,973	)
			$	106,976,372	$	107,816,878	$	(840,506	)

See Accompanying Notes to Financial Statements
51

ING Prime Rate Trust

SHAREHOLDER MEETING INFORMATION (Unaudited)

A special meeting of shareholders of ING Prime Rate Trust was held June 30, 2009, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of each matter voted upon as well as the results are outlined below:

Matters:
ING Prime Rate Trust, Common Shares

1 To elect eight members of the Board of Trustees to represent the interests of the holders of Common Shares of the Trust until the election and qualification of their successors.

ING Prime Rate Trust, Preferred Shares

2 To elect two members of the Board of Trustees to represent the interests of the holders of Auction Rate Cumulative Preferred Shares - Series M, T, W, TH and F of the Trust - until the election and qualification of their successors.

Results:

	Proposal*	Shares voted for		Shares voted against or withheld		Shares abstained		Total Shares Voted
Common Shares Trustees	Colleen D. Baldwin		119,395,599.305		5,379,073.994		0		124,774,673.299
	Patricia W. Chadwick		119,615,829.192		5,158,844.107		0		124,774,673.299
	Robert W. Crispin		119,598,761.327		5,175,911.972		0		124,774,673.299
	Peter S. Drotch		119,577,100.252		5,197,573.047		0		124,774,673.299
	J. Michael Earley		119,638,817.212		5,135,856.087		0		124,774,673.299
	Patrick W. Kenny		119,600,013.034		5,174,660.265		0		124,774,673.299
	Shaun P. Mathews		119,617,486.184		5,157,187.115		0		124,774,673.299
	Sheryl K. Pressler		119,614,588.829		5,160,084.470		0		124,774,673.299
Preferred Shares Trustees	John V. Boyer		4,858.900		270.100		0		5,129.000
	Roger B. Vincent		4,857.900		271.100		0		5,129.000

* Proposals Passed

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER INVESTMENT PROGRAM

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

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

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

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

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

KEY FINANCIAL DATES — CALENDAR 2009 DIVIDENDS:

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

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

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

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

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

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

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

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

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

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

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

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

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

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited) (continued)

STOCK DATA

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

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of August 31, 2009 was 4,386 which does not include approximately 31,733 beneficial owners of shares held in the name of brokers of other nominees.

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

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

CERTIFICATIONS

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Trust submitted the Annual CEO Certification on May 26, 2009 certifying that he was not aware, as of that date, of any violation by the Trust of the NYSE's Corporate governance listing standards. In addition, as required by Section 203 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust's principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Trust's disclosure controls and procedures and internal controls over financial reporting.

Investment Adviser

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Sub-Adviser

ING Investment Management Co.

230 Park Avenue

New York, NY 10169

Institutional Investors and Analysts

Call ING Prime Rate Trust

1-800-336-3436, Extension 2217

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-992-0180

Written Requests

Please mail all account inquiries and other comments to:

ING Prime Rate Trust Account

c/o ING Fund Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

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

301 Bellevue Parkway

Wilmington, Delaware 19809

Custodian

State Street Bank and Trust Company

801 Pennsylvania Avenue

Kansas City, Missouri 64105

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

Toll-Free Shareholder Information

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

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

PRSAR-UPRT

(0809-102309)

ITEM 2. CODE OF ETHICS.

Not required for semi-annual filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not required for semi-annual filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required for semi-annual filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required for semi-annual filing.

ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not required for semi-annual filing.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

None.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

The Nominating Committee is willing to consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder nominee for director should be submitted in writing to the Fund’s Secretary. Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations.

The Secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.

ITEM 11. 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-CSR 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-CSR and the officer certifications of such Form N-CSR.

(b) There were no significant changes in the registrant’s internal controls that occurred during the second 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 12. EXHIBITS.

(a)(1) The Code of Ethics is not required for the semi-annual filing.

(a)(2) 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.

(a)(3) Not required for semi-annual filing.

(b) The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT

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: November 5, 2009

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: November 5, 2009

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

Date: November 5, 2009