Edgar Filing: ING PRIME RATE TRUST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of Registered

Management Investment Company

Investment Company Act file number: 811-5410

ING Prime Rate Trust

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

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

(Name and address of agent for service)

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

Date of fiscal year end:	February 28

Date of reporting period:	May 31, 2011

Item 1. Schedule of Investments

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

ING Prime Rate Trust

The schedules are not audited.

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited)

Principal Amount				Borrower/Tranche Description	Fair Value
**SENIOR LOANS: 136.7%***
*Aerospace & Defense: 2.3%*
$	10,000,000			Delta, New Term Loan B, 5.500%, due 04/20/17	$	9,930,210
500,000				Delta, Term Loan B, 4.250%, due 03/07/16	498,360
710,526				Forgings International Ltd., Tranche B Dollar Term Loan, 4.807%, due 12/18/15	686,546
710,526				Forgings International Ltd., Tranche C Dollar Term Loan, 5.307%, due 12/20/16	686,546
2,094,750				Transdigm, Inc., New Term Loan B, 4.000%, due 02/14/17	2,107,281
3,987,670				United Airlines, Inc., Term Loan B, 2.268%, due 02/03/14	3,873,646
2,958,333				US Airways, Term Loan, 2.694%, due 03/21/14	2,727,418
					20,510,007
*Automobile: 4.9%*
3,173,788				Avis Budget Car Rental, LLC, New Term Loan, 5.750%, due 04/19/14	3,188,308
4,000,000			(4)	Chrysler Group LLC, Term Loan, due 06/02/17	3,982,800
2,000,000			(4)	Delphi Corporation, Term Loan B, due 03/31/17	2,009,158
3,167,060				Dollar Thrifty Automotive Group, Inc., Term Loan B, 2.691%, due 06/15/13	3,163,101
4,604,548				Federal-Mogul Corporation, Term Loan B, 2.146%, due 12/29/14	4,444,830
2,349,259				Federal-Mogul Corporation, Term Loan C, 2.139%, due 12/28/15	2,267,770
3,940,786				Ford Motor Company, Term Loan B1, 2.950%, due 12/16/13	3,946,315
3,882,029				Ford Motor Company, Term Loan B2, 2.950%, due 12/16/13	3,884,444
5,000,000			(4)	KAR Auction Services, Inc., Term Loan B, due 05/19/17	5,025,000
2,700,000				Metaldyne, LLC, New Term Loan B, 5.250%, due 05/18/17	2,706,750
1,945,125				Remy International, Inc., Term Loan B, 6.250%, due 12/16/16	1,959,713
961,956				Tomkins, Inc., New Term Loan A, 4.250%, due 09/29/15	963,459
3,984,627				Tomkins, Inc., New Term Loan B, 4.250%, due 09/29/16	4,002,475
1,271,813				Transtar Holding Company, Term Loan B, 4.500%, due 12/21/16	1,282,941
498,750				UCI International, Inc., New Term Loan B, 5.500%, due 07/26/17	503,634
					43,330,698
*Beverage, Food & Tobacco: 5.0%*
3,980,000				Advance Pierre Foods, 1st Lien Term Loan, 7.000%, due 09/30/16	4,014,825
1,892,960				ARAMARK, Canadian Term Loan, 2.182%, due 01/26/14	1,855,101
456,754				ARAMARK, Extended Letter of Credit, 3.494%, due 07/26/16	457,254
6,945,247				ARAMARK, Extended Term Loan B, 3.557%, due 07/26/16	6,952,845
632,780				ARAMARK, Synthetic Letter of Credit, 2.119%, due 01/27/14	625,659
3,147,614				ARAMARK, Term Loan, 2.182%, due 01/27/14	3,112,191
946,542				Bolthouse Farms, Inc, New 1st Lien Term Loan, 5.502%, due 02/11/16	952,754
85,000				Darling International Inc., Term Loan, 5.000%, due 12/16/16	85,903
3,000,000				Del Monte Corporation, Term Loan, 4.500%, due 03/08/18	3,004,434
EUR		2,125,000		Iglo Birds Eye, EUR Term Loan D, 5.950%, due 04/30/16	3,089,174
GBP		1,250,000		Iglo Birds Eye, GBP Term Loan E, 5.273%, due 04/29/16	2,071,282
$	2,000,000		(4)	JBS USA, Inc. (FKA Swift), Term Loan, due 05/16/18	2,002,476
1,200,000				Michael Foods, Term Loan, 4.250%, due 02/23/18	1,206,300
7,423,092				Pinnacle Foods Holding Corporation, Tranche B Term Loan, 2.711%, due 04/02/14	7,382,368

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Beverage, Food & Tobacco: (continued)*
EUR	666,192		Selecta, EUR Facility B4, 3.615%, due 06/28/15	$	893,412
SEK	4,375,000		Selecta, SEK Senior Term Loan B, 4.360%, due 02/07/15	630,307
GBP	2,671,660		United Biscuits Holdco Limited, GBP Term Loan B1, 2.881%, due 12/15/14	4,347,064
$	1,458,000		Windsor Quality Foods Company, New Term Loan B, 5.000%, due 02/16/17	1,462,860
				44,146,209
*Buildings & Real Estate: 2.3%*
2,250,000			Armstrong World Industries, Inc., New Term Loan B, 4.000%, due 03/09/18	2,263,829
7,917,875			Capital Automotive L.P., New Term Loan B, 5.000%, due 03/10/17	7,873,337
1,492,500			CB Richard Ellis, New Term Loan B, 3.454%, due 11/06/16	1,493,433
988,718			Contech Construction Products Inc., Term Loan, 5.250%, due 01/31/13	839,174
991,780			Custom Building Products, Inc., Term Loan B, 5.750%, due 03/19/15	997,978
3,184,000			Goodman Global Inc., 1st Lien Term Loan, 5.750%, due 10/28/16	3,213,840
892,524			JMC Steel Group, Term Loan, 4.750%, due 04/03/17	899,765
1,500,000		(4)	LNR Property Corporation, Term Loan B, due 04/29/16	1,506,563
1,397,431			Realogy Corporation, Extended Term Loan, 4.518%, due 10/10/16	1,305,101
				20,393,020
*Cargo Transport: 1.1%*
775,000		(4)	Baker Tanks, Inc., Term Loan B, due 06/08/17	778,875
1,350,233			Baker Tanks, Inc., Term Loan C, 4.764%, due 05/08/14	1,350,233
869,298			Ceva Group PLC, Extended Syn. Letter of Credit, 5.307%, due 08/31/16	855,172
702,710			Ceva Group PLC, Extended Tranche B EGL Term Loan, 5.273%, due 08/31/16	699,197
2,168,551			Ceva Group PLC, Extended Tranche B Term Loan, 5.273%, due 08/31/16	2,141,443
587,791			Dockwise Transport N.V., Tranche B-1 Term Loan, 2.057%, due 04/10/15	569,668
481,690			Dockwise Transport N.V., Tranche B-2 Term Loan, 2.057%, due 01/11/15	466,838
493,871			Dockwise Transport N.V., Tranche C-1 Term Loan, 2.932%, due 04/10/16	478,643
481,690			Dockwise Transport N.V., Tranche C-2 Term Loan, 2.932%, due 01/11/16	466,838
715,364			Inmar, Inc., Term Loan B, 2.450%, due 04/29/13	702,845
1,017,804			US Shipping Partners L.P., Restated Term Loan, 9.200%, due 08/07/13	917,721
				9,427,473
*Cellular: 0.2%*
2,229,339			NTELOS Inc., New Term Loan B, 4.000%, due 08/07/15	2,237,421
				2,237,421

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Chemicals, Plastics & Rubber: 5.5%*
$	726,294		AZ Chem US Inc., New Term Loan B, 4.750%, due 11/21/16	$	730,924
695,099			Brenntag Holding GmbH & Co. KG, Acquisition Term Loan, 3.706%, due 01/20/14	698,357
3,542,098			Brenntag Holding GmbH & Co. KG, Term Loan B2, 3.712%, due 01/20/14	3,548,739
765,000			Chemtura Corporation, Exit Term Loan B, 5.500%, due 08/27/16	771,216
2,548,754			Cristal Inorganic Chemicals, Inc (aka Millenium Inorganic Chemicals), 1st Lien Term Loan, 2.557%, due 05/15/14	2,547,959
1,000,000			Cristal Inorganic Chemicals, Inc (aka Millenium Inorganic Chemicals), 2nd Lien Term Loan, 6.057%, due 11/15/14	999,688
1,710,831			Diversey Inc, New Term Loan B, 4.000%, due 11/24/15	1,717,782
597,427			Houghton International, Inc., New Term Loan B, 6.750%, due 01/29/16	602,281
5,606,098			Huntsman International LLC, Term Loan C, 2.463%, due 06/30/16	5,549,257
121,367			Ineos US Finance LLC, Term Loan A2, 7.001%, due 12/14/12	126,828
1,845,179			Ineos US Finance LLC, Term Loan B2, 7.501%, due 12/16/13	1,911,491
2,149,532			Ineos US Finance LLC, Term Loan C2, 8.001%, due 12/16/14	2,226,782
1,379,086			ISP Chemco Inc., Term Loan, 1.750%, due 06/04/14	1,367,881
EUR		1,528,259	MacDermid, Inc., EUR Tranche C Term Loan, 3.433%, due 04/11/14	2,162,149
$	1,246,979		MacDermid, Inc., Term Loan B, 2.191%, due 04/12/14	1,240,355
2,911,123			Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Extended Term Loan C1, 4.000%, due 05/05/15	2,894,383
1,300,967			Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Extended Term Loan C2, 4.063%, due 05/05/15	1,293,486
1,158,747			Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Extended Term Loan C4, 4.062%, due 05/05/15	1,160,167
962,500			Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Extended Term Loan C5, 4.063%, due 05/05/15	962,500
997,409			Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Extended Term Loan C7, 4.063%, due 05/05/15	991,176
1,140,000			Momentive Specialty Chemicals Inc (a.k.a Hexion Specialty Chemicals Inc), Term Loan C3 Credit Linked Deposit, 2.499%, due 05/05/13	1,105,800
995,000			Nalco Company, Term Loan B1, 4.500%, due 10/05/17	1,004,061
1,293,500			Omnova Solutions Inc, Term Loan B, 5.750%, due 05/31/17	1,306,840
2,134,728			Polypore Incorporated, Incremental Term Loan, 2.200%, due 07/03/14	2,114,715
1,410,000			Rockwood Specialties Group, Inc., New Term Loan B, 3.750%, due 02/09/18	1,422,463
1,057,206			Solutia Inc., New Term Loan B, 3.500%, due 08/01/17	1,062,398
3,391,500			Styron S.A.R.L., New Term Loan B, 6.000%, due 08/02/17	3,419,663
666,667			Taminco, Term Loan B2, 2.175%, due 08/31/15	656,667
666,667			Taminco, Term Loan C2, 3.425%, due 08/31/16	656,667
2,294,250			Univar Inc., Term Loan B, 5.000%, due 06/30/17	2,297,937
				48,550,612

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Containers, Packaging & Glass: 4.4%*
$	4,747,553			Berry Plastics Corporation, Term Loan C, 2.261%, due 04/03/15	$	4,575,160
263,540				Bway Holding Corporation, Canadian Term Loan C, 4.503%, due 02/23/18	265,023
2,968,360				Bway Holding Corporation, New Term Loan B, 4.503%, due 02/23/18	2,982,584
7,671,032				Graham Packaging Company, L.P, Term Loan C, 6.750%, due 04/05/14	7,706,173
134,777				Graphic Packaging International, Inc., Term Loan B, 2.289%, due 05/16/14	134,398
4,584,264				KLEOPATRA LUX 2 S.À. R.L, Senior Term Facility 1, 2.957%, due 01/03/16	4,034,152
EUR		1,200,000		Mivisa Envases SAU (Mivisa), New EUR Term Loan B3, 5.750%, due 01/30/18	1,754,543
$	2,158,295			Pro Mach, Inc, Tranche B Term Loan, 4.500%, due 12/14/11	2,152,900
EUR		1,000,000		Reynolds Group Holdings Limited, Euro Term Loan, 5.000%, due 02/09/18	1,445,940
$	8,300,000			Reynolds Group Holdings Limited, Tranche E Term Loan, 4.250%, due 02/09/18	8,313,629
2,000,000			(4)	Rock-Tenn Company, Term Loan B, due 03/28/18	2,009,876
1,000,000			(4)	Xerium Technologies, Inc., 2nd Lien Term Loan, due 05/25/15	1,001,250
3,000,000			(4)	Xerium Technologies, Inc., New Term Loan B, due 05/22/17	3,016,875
					39,392,503
*Data and Internet Services: 9.0%*
1,237,500				Aspect Software, Inc., New Term Loan B, 6.250%, due 04/19/16	1,245,750
2,650,000				Attachmate Corporation, New Term Loan B, 6.500%, due 04/27/17	2,671,531
2,094,750				AutoTrader.com, Inc., New Term Loan B, 4.750%, due 12/15/16	2,105,224
5,327,156				Avaya Inc., Extended Term Loan B3, 4.755%, due 10/26/17	5,198,787
2,652,034				Avaya Inc., Term Loan, 3.005%, due 10/24/14	2,565,180
4,340,537				Carlson Wagonlit Holdings B.V., Term Loan B2, 4.023%, due 08/04/14	4,327,515
1,801,656				CCC Information Services Group, Inc., New Term Loan B, 5.500%, due 11/11/15	1,812,071
3,100,000				Dealer Computer Services Inc., New Term Loan B, 3.750%, due 04/20/18	3,114,855
1,197,000				Fifth Third Processing Solutions, Term Loan B1, 4.750%, due 11/03/16	1,202,237
2,204,375				First American Payment Systems, Term Loan B, 6.750%, due 10/04/16	2,231,930
3,584,122				First Data Corporation, Term Loan B1, 2.945%, due 09/24/14	3,362,011
3,949,709				First Data Corporation, Term Loan B2, 2.945%, due 09/24/14	3,705,115
13,170,534				First Data Corporation, Term Loan B3, 2.963%, due 09/24/14	12,348,060
3,031,999				Orbitz Worldwide, Inc., Term Loan, 3.227%, due 07/25/14	2,854,627
2,216,666				Property Data I, Inc., Term Loan, 7.000%, due 12/21/16	2,218,513
10,993,136			(4)	Sabre Inc., Term Loan B, 2.214%, due 09/30/14	9,909,532
1,990,000				SAVVIS Communications Corporation, Term Loan, 6.750%, due 08/04/16	2,007,910

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Data and Internet Services: (continued)*
$	1,900,000		(4)	Ship US Bidco, Inc. (RBS Worldpay), Term Loan B2, 6.250%, due 10/15/17	$	1,910,391
1,440,000				Sungard Data Systems Inc, Add on Term Loan, 3.710%, due 02/28/14	1,449,000
241,726				Sungard Data Systems Inc, Tranche A, 1.955%, due 02/28/14	239,740
6,540,390				Sungard Data Systems Inc, Tranche B, 3.873%, due 02/26/16	6,554,701
3,420,000				Trans Union LLC, New Term Loan B, 4.750%, due 02/12/18	3,441,375
2,526,694				Transfirst Holdings, Inc., Term Loan B, 3.060%, due 06/15/14	2,457,210
676,705				Travelport, Inc., Extended Delayed Draw Term Loan, 4.741%, due 08/21/15	654,349
421,022				Travelport, Inc., Extended Term Loan B, 4.741%, due 08/21/15	407,113
136,295				Travelport, Inc., Tranche S Term Loan, 4.807%, due 08/21/15	131,792
					80,126,519
*Diversified / Conglomerate Manufacturing: 2.3%*
2,613,737				Brand Services, Inc., New Term Loan, 2.563%, due 02/07/14	2,520,079
1,143,354				Brand Services, Inc., Term Loan B 2, 3.563%, due 02/07/14	1,113,817
1,500,000				Doncasters Group Limited, U.S. Term Loan B2, 0.000%, due 07/13/15	1,466,876
1,500,000				Doncasters Group Limited, U.S. Term Loan C2, 0.000%, due 07/13/15	1,466,876
2,895,602			(4)	Edwards (Cayman Islands II) Limited (aka BOC Edwards), Extended 1st Lien Term Loan, 5.500%, due 05/31/16	2,896,053
174,965				EPD, Inc., Delayed Draw Term Loan, 2.700%, due 07/31/14	168,732
1,221,591				EPD, Inc., Initial Term Loan, 2.700%, due 07/31/14	1,178,072
EUR		390,982	(3)	Ferretti S.p.A, EUR Term Loan B, 0.000%, due 01/31/15	403,912
EUR		387,966	(3)	Ferretti S.p.A, EUR Term Loan C, 0.000%, due 01/31/16	400,796
EUR		67,493	(3)	Ferretti S.p.A, EUR Term Loan G, 0.000%, due 01/31/17	71,343
$	420,000			Manitowoc Company, Inc. (The), New Term Loan B, 4.250%, due 11/13/17	422,450
4,112,730				Rexnord Corporation / RBS Global, Inc., Term Loan B, 2.791%, due 07/19/13	4,095,590
939,063				Rexnord Corporation / RBS Global, Inc., Term Loan B2, 2.500%, due 07/19/13	935,150
500,000				Sensata Technologies B.V., New Term Loan, 4.000%, due 05/11/18	501,615
450,000				Sensus Metering Systems Inc., 1st Lien Term Loan, 4.750%, due 05/09/17	453,094
400,000				Sensus Metering Systems Inc., 2nd Lien Term Loan, 8.500%, due 05/09/18	408,250
1,989,647				Wire Rope Corporation Of America, Inc., Term Loan, 5.250%, due 02/10/14	1,979,698
					20,482,403
*Diversified / Conglomerate Service: 4.9%*
6,764,197				Affinion Group, Inc., Tranche B Term Loan, 5.000%, due 10/10/16	6,780,261
1,561,312				AlixPartners LLP, Term Loan B, 2.308%, due 10/12/13	1,556,922
250,000				Brock Holdings, Inc., New 2nd Lien Term Loan, 10.500%, due 03/16/18	256,250
1,500,000				Brock Holdings, Inc., New Term Loan B, 6.000%, due 03/16/17	1,512,170

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Diversified / Conglomerate Service: (continued)*
$	4,184,801			Catalina Marketing Corporation, Term Loan, 2.941%, due 10/01/14	$	4,153,415
840,968				Coach America Holdings, Inc., 1st Lien Term Loan, 7.250%, due 04/18/14	698,003
180,206				Coach America Holdings, Inc., Synthetic Letter of Credit, 6.061%, due 04/20/14	149,571
3,283,500				Fidelity National Information Services, Inc., Term Loan B, 5.250%, due 07/18/16	3,303,339
EUR		422,505		ISS Holding A/S, EUR Facility B10, 3.241%, due 12/31/13	603,922
EUR		239,210		ISS Holding A/S, EUR Facility B5, 3.241%, due 12/31/13	341,924
EUR		42,682		ISS Holding A/S, EUR Facility B6, 3.241%, due 12/31/13	61,009
EUR		31,958		ISS Holding A/S, EUR Facility B7, 3.241%, due 12/31/13	45,680
EUR		225,927		ISS Holding A/S, EUR Facility B8, 3.241%, due 12/31/13	322,937
EUR		3,017,890		ISS Holding A/S, EUR Term Loan B9, 3.241%, due 12/31/13	4,313,728
$	3,075,000		(4)	MoneyGram International, Inc., Term Loan B, due 11/17/17	3,096,141
3,000,000				NDS Treasury (Americas), New Term Loan B, 4.000%, due 03/12/18	3,009,375
450,214				ServiceMaster Company, Delayed Draw Term Loan, 2.700%, due 07/24/14	440,486
4,520,896				ServiceMaster Company, Term Loan, 2.739%, due 07/24/14	4,423,213
1,656,494				Valleycrest Companies, LLC, Extended Term Loan, 6.500%, due 10/05/15	1,642,000
798,000				Vertafore, Inc., Term Loan, 5.250%, due 07/29/16	803,237
934,447				West Corp, Term Loan B2, 2.732%, due 10/24/13	930,165
2,571,757				West Corp, Term Loan B4, 4.594%, due 07/15/16	2,582,687
2,272,707				West Corp, Term Loan B5, 4.607%, due 07/15/16	2,286,202
					43,312,637
*Diversified Nat’l Rsrcs, Precious Metals & Minerals: 0.9%*
4,324,559				Georgia Pacific LLC, New Term Loan B, 2.309%, due 12/21/12	4,325,787
3,788,098				Georgia Pacific LLC, New Term Loan C, 3.559%, due 12/23/14	3,800,989
					8,126,776
*Ecological: 0.4%*
485,000				Synagro Technologies, Inc., 2nd Lien Term Loan, 4.950%, due 10/02/14	446,503
779,353				Synagro Technologies, Inc., Term Loan B, 2.200%, due 04/02/14	739,606
2,000,000				Waste Industries USA, Inc., Term Loan B, 4.750%, due 03/17/17	2,008,727
					3,194,836
*Electronics: 3.7%*
2,300,000				Aeroflex, Inc., Term Loan B, 4.250%, due 05/09/18	2,305,732
475,313				Brocade Communications Systems, Inc., Term Loan B, 7.000%, due 10/07/13	478,283
921,076				CDW LLC, Extended TL, 4.500%, due 07/14/17	919,267
4,700,000				Eagle Parent, Inc., New Term Loan, 5.000%, due 05/16/18	4,656,525
278,624				FCI International S.A.S., Term Loan A1, 2.790%, due 09/30/12	276,535
254,772				FCI International S.A.S., Term Loan A2, 2.790%, due 09/30/12	252,861
9,261,353				Freescale Semiconductor, Inc., Extended Term Loan B, 4.461%, due 12/01/16	9,242,543

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount					Borrower/Tranche Description	Fair Value
*Electronics: (continued)*
EUR			500,000		Infor Enterprise Solutions Holdings, Inc., EUR 2nd Lien Term Loan, 7.490%, due 03/02/14	$	648,066
$		173,879			Infor Enterprise Solutions Holdings, Inc., Extended Delayed Draw Term Loan, 5.950%, due 07/28/15	172,575
481,250					Infor Enterprise Solutions Holdings, Inc., Extended Dollar Tranche B1, 4.970%, due 07/28/15	470,416
EUR			718,125		Infor Enterprise Solutions Holdings, Inc., Extended EUR Initial Term Loan, 6.901%, due 07/28/15	1,012,749
$	349,146				Infor Enterprise Solutions Holdings, Inc., Extended Initial Term Loan, 5.950%, due 07/28/15	342,272
463,658					Intersil Corporation, Term Loan, 4.750%, due 04/27/16	466,991
2,240,000					Kronos Incorporated, 2nd Lien Term Loan, 6.057%, due 06/11/15	2,212,000
3,081,016					Kronos Incorporated, Initial Term Loan, 2.057%, due 06/11/14	3,045,045
1,795,500					Microsemi Corporation, New Term Loan B, 4.000%, due 11/02/17	1,805,600
2,400,000					Open Link Financial, Inc., New Term Loan B, 5.250%, due 04/26/18	2,392,500
625,000					Rovi Corporation, Tranche B Term Loan, 4.000%, due 02/07/18	629,297
1,043,688					Spansion LLC, Exit Term Loan B, 4.750%, due 01/08/15	1,049,069
						32,378,326
*Finance: 2.5%*
861,845					BNY ConvergEx Group, LLC, Eze Term Loan, 5.250%, due 12/19/16	866,558
2,053,947					BNY ConvergEx Group, LLC, Top Borrower Term Loan, 5.250%, due 12/19/16	2,065,180
4,975,000					Interactive Data Corporation, New Term Loan B, 4.750%, due 02/12/18	5,000,209
5,312,177					LPL Holdings, Inc., 2015 Extended Term Loan, 4.250%, due 06/25/15	5,345,379
1,922,739					LPL Holdings, Inc., 2017 Term Loan — Add on, 5.250%, due 06/28/17	1,940,165
4,450,340					MSCI Inc., Term Loan B1, 3.750%, due 03/14/17	4,489,974
2,636,835					Nuveen Investments, Inc., Extended Term Loan, 5.791%, due 05/12/17	2,654,141
						22,361,606
*Gaming: 4.5%*
887,500					Ameristar Casinos Inc., Term Loan B, 4.000%, due 04/13/18	892,885
1,275,000					Caesars Octavius, LLC, Term Loan, 9.261%, due 02/24/17	1,287,352
1,221,163					Cannery Casino Resorts, LLC, Delayed Draw Term Loan, 4.443%, due 05/20/13	1,208,951
1,465,660					Cannery Casino Resorts, LLC, Term Loan B, 4.443%, due 05/17/13	1,451,003
535,170				(2)(3)	Fontainebleau Las Vegas, LLC, Delayed Draw Term Loan, 0.000%, due 06/06/14	147,172
1,070,339				(2)(3)	Fontainebleau Las Vegas, LLC, Term Loan B, 3.250%, due 06/06/14	294,343
GBP			1,486,672	(4)	Gala Group, GBP Term Loan B, 4.839%, due 10/25/13	2,444,649
GBP			1,496,242	(4)	Gala Group, GBP Term Loan C, 5.338%, due 10/27/14	2,460,386
$	814,286				Global Cash Access, Inc., Term Loan B, 7.000%, due 03/01/16	822,429
1,220,873					Golden Nugget, Inc., New Delayed Draw Term Loan, 3.200%, due 06/30/14	1,076,404
2,144,764					Golden Nugget, Inc., Term Loan B, 3.200%, due 06/30/14	1,890,967

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Gaming: (continued)*
$	750,000		(2)(3)	Green Valley Ranch Gaming, LLC, 2nd Lien Term Loan, 0.000%, due 08/16/14	$	14,766
1,536,111				Harrahs Operating Company, Inc, Incremental Term Loan B4, 9.500%, due 10/31/16	1,633,253
2,415,817				Harrahs Operating Company, Inc, Term Loan B1, 3.274%, due 01/28/15	2,254,086
7,249,697				Harrahs Operating Company, Inc, Term Loan B2, 3.249%, due 01/28/15	6,765,765
3,146,839				Harrahs Operating Company, Inc, Term Loan B3, 3.274%, due 01/28/15	2,936,167
2,144,625				Isle Of Capri Casinos, Inc., New Term Loan B, 4.750%, due 03/24/17	2,158,012
1,096,395				Las Vegas Sands, LLC, Extended Delayed Draw Term Loan, 3.000%, due 11/23/16	1,079,949
4,467,385				Las Vegas Sands, LLC, Extended Term Loan B, 3.000%, due 11/23/16	4,397,582
16,228				Seminole Tribe Of Florida, Delayed Draw Term Loan B2, 1.813%, due 03/05/14	15,994
857,981				VML US FINANCE LLC, Delayed Draw Term Loan B, 4.700%, due 05/25/12	858,875
2,098,622				VML US FINANCE LLC, New Project Term Loan, 4.700%, due 05/27/13	2,097,529
1,578,325				VML US FINANCE LLC, Term Loan B, 4.700%, due 05/27/13	1,579,970
					39,768,489
*Healthcare, Education and Childcare: 16.9%*
380,904				Bausch & Lomb, Inc., Delayed Draw Term Loan, 3.441%, due 04/24/15	380,403
1,566,802				Bausch & Lomb, Inc., Term Loan, 3.531%, due 04/24/15	1,564,741
5,888,144				Biomet Inc., Term Loan B, 3.276%, due 03/25/15	5,865,681
452,469				Bright Horizons Family Solutions Inc., Term Loan B, 7.500%, due 05/28/15	455,768
6,331,111				Catalent Pharma Solutions, Inc., Dollar Term Loan, 2.441%, due 04/10/14	6,179,164
1,888,043				CHG Medical Staffing, Inc., Term Loan B, 7.000%, due 10/05/16	1,906,924
7,674,205				CHS/Community Health Systems, Inc., Extended Term Loan B, 3.754%, due 01/25/17	7,499,142
20,470,364				CHS/Community Health Systems, Inc., Non Extended Term Loan, 2.504%, due 07/25/14	19,816,602
1,052,319				CHS/Community Health Systems, Inc., Non-Extended Delayed Draw, 2.504%, due 07/25/14	1,018,711
1,042,388				ConvaTec, Term Loan, 5.750%, due 12/22/16	1,047,437
1,246,875				Davita Inc., New Term Loan B, 4.500%, due 10/20/16	1,257,006
6,000,000				Drumm Investors LLC, Term Loan, 5.000%, due 05/04/18	5,915,970
1,241,432			(4)	Emdeon Business Services LLC, 1st Lien Term Loan, 2.200%, due 11/18/13	1,238,717
535,769				Emdeon Business Services LLC, Incremental Term Loan, 4.500%, due 11/18/13	538,783
4,200,000			(4)	Emergency Medical Services Corporation, Term Loan, due 05/02/18	4,200,752
SEK		41,155		Gambro Holding AB, SEK Term Loan B4, 4.394%, due 06/05/14	6,645

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Healthcare, Education and Childcare: (continued)*
SEK	41,842		Gambro Holding AB, SEK Term Loan B5, 4.394%, due 06/05/14	$	6,756
SEK	41,842		Gambro Holding AB, SEK Term Loan C3, 5.098%, due 06/05/15	6,756
SEK	41,155		Gambro Holding AB, SEK Term Loan C4, 5.144%, due 06/05/15	6,645
$	32,575		Gambro Holding AB, Term Loan B, 2.445%, due 06/05/14	32,494
32,575			Gambro Holding AB, Term Loan C, 3.195%, due 06/05/15	32,494
2,850,000		(4)	Grifols S.A, Term Loan B, due 11/23/16	2,878,489
2,419,375			Harlan Sprague Dawley, Inc., Term Loan B, 3.730%, due 07/11/14	2,253,043
12,013,480			HCA, Inc., Extended Term Loan B2, 3.557%, due 03/31/17	11,963,419
5,009,376			HCA, Inc., Extended Term Loan B3, 3.557%, due 05/01/18	4,965,544
3,560,105			Health Management Associates, Inc., Term Loan B, 2.057%, due 02/28/14	3,484,008
1,976,518			HGI Holding, Inc., Term Loan B, 6.750%, due 09/29/16	2,002,049
2,350,000		(4)	Iasis Healthcare LLC, Term Loan, due 05/03/18	2,355,875
2,351,506			IM US Holdings, LLC, 1st Lien Term Loan, 2.200%, due 06/26/14	2,323,582
1,000,000			IM US Holdings, LLC, 2nd Lien Term Loan, 4.461%, due 06/26/15	993,750
EUR	2,000,000		IMS Health Incorporated, New EUR Term Loan B, 5.000%, due 08/25/17	2,908,657
$	4,679,392		IMS Health Incorporated, New Term Loan B, 4.500%, due 08/25/17	4,694,988
764,750			inVentiv Health Inc., Incremental Term Loan B1, 4.750%, due 08/04/16	768,096
2,123,977			inVentiv Health Inc., Replacement Term Loan B, 4.750%, due 08/04/16	2,133,269
1,676,727			Medassets, Inc., New Term Loan, 5.250%, due 11/16/16	1,689,303
EUR	200,000		Molnlycke Health Care Group, EUR Term Loan B, 3.232%, due 03/30/15	287,504
EUR	146,261		Molnlycke Health Care Group, EUR Term Loan C, 3.482%, due 03/30/16	210,254
GBP	250,000		Molnlycke Health Care Group, GBP Term Loan B2, 2.629%, due 03/31/15	408,935
GBP	169,203		Molnlycke Health Care Group, GBP Term Loan C2, 2.879%, due 03/31/16	276,773
EUR	504,944		Nyco Holdings 3 ApS, EUR Term Loan B1 I, 4.950%, due 12/29/14	727,287
EUR	81,310		Nyco Holdings 3 ApS, EUR Term Loan B1 III, 4.950%, due 12/29/14	117,113
EUR	1,317,855		Nyco Holdings 3 ApS, EUR Term Loan B1 Il, 4.950%, due 12/29/14	1,898,149
EUR	51,795		Nyco Holdings 3 ApS, EUR Term Loan B1 IV, 4.950%, due 12/29/14	74,602
EUR	366,234		Nyco Holdings 3 ApS, EUR Term Loan B1 V, 4.950%, due 12/29/14	527,499
EUR	504,819		Nyco Holdings 3 ApS, EUR Term Loan C1 I, 5.700%, due 12/29/15	727,108
EUR	1,317,531		Nyco Holdings 3 ApS, EUR Term Loan C1 II, 5.700%, due 12/29/15	1,897,683
EUR	81,290		Nyco Holdings 3 ApS, EUR Term Loan C1 III, 5.700%, due 12/29/15	117,084
EUR	51,782		Nyco Holdings 3 ApS, EUR Term Loan C1 IV, 5.700%, due 12/29/15	74,584
EUR	366,144		Nyco Holdings 3 ApS, EUR Term Loan C1 V, 5.700%, due 12/29/15	527,370
$	4,700,000		Onex Carestream Finance LP, Term Loan B, 5.000%, due 02/25/17	4,479,688
671,786			Physicians Oncology Services, L.P., New Term Loan B, 6.250%, due 01/31/17	670,946
6,000,000		(4)	Quintiles Transnational Corp., New Term Loan B, 0.000%, due 06/08/18	5,966,250

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Healthcare, Education and Childcare: (continued)*
$	1,870,321		Quintiles Transnational Corp., Term Loan B, 2.310%, due 03/29/13	$	1,867,692
997,500			Rural/Metro Operating Company, LLC, Term Loan B, 6.000%, due 11/24/16	1,004,358
1,237,500			Skilled Healthcare Group, Inc., Term Loan B, 5.250%, due 04/08/16	1,235,760
1,466,667			Sun Healthcare Group Inc., New Term Loan B, 7.500%, due 10/15/16	1,462,083
2,666,666			Sunquest Information Systems, Inc., Term Loan, 6.250%, due 12/16/16	2,689,999
2,887,500			Surgical Care Affiliates LLC, Term Loan, 2.307%, due 12/29/14	2,841,782
982,481			Team Health, Inc., Term Loan, 2.308%, due 11/23/12	981,253
304,286			United Surgical Partners International, Inc., Delayed Draw Term Loan, 2.220%, due 04/21/14	299,722
1,610,323			United Surgical Partners International, Inc., Term Loan B, 2.249%, due 04/19/14	1,586,168
2,873,047			Universal Health Services, Inc., New Term Loan B, 4.000%, due 11/15/16	2,890,555
2,227,584			Vanguard Health Holdings Company Ii, LLC, Term Loan B, 5.000%, due 01/29/16	2,231,761
EUR	2,450,636		VWR International Inc., EUR Term Loan B, 3.740%, due 06/29/14	3,482,529
$	1,470,382		VWR International Inc., Term Loan, 2.691%, due 06/30/14	1,440,974
1,028,571			Warner Chilcott Company LLC, New Term Loan B1, 4.250%, due 03/15/18	1,033,068
514,286			Warner Chilcott Company LLC, New Term Loan B2, 4.250%, due 03/15/18	516,534
707,143			Warner Chilcott Company LLC, New Term Loan B3, 4.250%, due 03/15/18	710,234
				149,654,964
*Home & Office Furnishings: 1.3%*
EUR	745,552	X	Global Garden Products Italy S.P.A., EUR Term Loan 1, 3.741%, due 08/31/16	943,550
EUR	745,552	X	Global Garden Products Italy S.P.A., EUR Term Loan 2, 3.741%, due 08/31/17	943,550
EUR	322,330		Hilding Anders, EUR Term Loan B, 4.781%, due 04/25/15	420,293
SEK	25,187,946		Hilding Anders, SEK Term Loan B, 5.770%, due 03/31/15	3,492,919
$	931,812		National Bedding Company, 1st Lien Term Loan, 3.813%, due 02/28/13	922,494
2,500,000		(4)	Springs Window Fashions, LLC, New Term Loan B, due 05/26/17	2,468,750
2,022,151			Springs Window Fashions, LLC, Term Loan B, 3.063%, due 12/31/12	2,013,304
				11,204,860
*Insurance: 2.2%*
1,882,016			AmWINS Group, Inc., 1st Lien Term Loan, 2.781%, due 06/08/13	1,865,549
1,950,113			Applied Systems Inc., 1st Lien Term Loan, 5.500%, due 12/08/16	1,963,925
400,000			Applied Systems Inc., 2nd Lien Term Loan, 9.250%, due 06/07/17	405,333
2,622,553			C.G. JCF CORP., Term Loan, 3.200%, due 08/01/14	2,586,493
2,486,845			HMSC Corporation, 1st Lien Term Loan, 2.442%, due 04/03/14	1,952,173

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Insurance: (continued)*
$	985,000			Hub International Limited, Add on Term Loan B, 6.750%, due 06/13/14	$	989,556
442,966				Hub International Limited, Delayed Draw Term Loan, 2.807%, due 06/13/14	437,651
1,970,619				Hub International Limited, Initial Term Loan, 2.807%, due 06/13/14	1,946,971
4,992,308				Sedgwick Holdings, Inc., New Term Loan, 5.000%, due 12/30/16	5,000,045
591,000				USI Holdings Corp., Term Loan C, 7.000%, due 04/15/14	590,015
2,219,842				USI Holdings Corp., Term Loan, 2.700%, due 05/05/14	2,182,382
					19,920,093
*Leisure, Amusement, Entertainment: 2.5%*
2,731,869				24 Hour Fitness Worldwide, Inc, New Term Loan, 6.750%, due 04/22/16	2,718,209
1,221,225				Alpha D2 Limited (Formula One World Championship Limited), Term Loan B, 2.707%, due 12/31/13	1,199,199
824,903				Alpha D2 Limited (Formula One World Championship Limited), Term Loan B2, 2.707%, due 12/31/13	810,025
1,815,364				AMF Bowling Worldwide, Inc., Term Loan B, 2.711%, due 06/08/13	1,638,366
3,069,601				Cedar Fair, L.P., New Term Loan B, 4.000%, due 12/15/17	3,090,704
5,369,239			(4)	HIT Entertainment, Inc., Term Loan, 5.523%, due 06/01/12	5,325,613
990,000				Live Nation Entertainment, Inc., Term Loan B, 4.500%, due 11/07/16	995,408
4,195,067				NEP II, INC, Extended Term Loan B2, 3.560%, due 02/16/17	4,179,336
2,593,500				Regal Cinemas Corporation, Term Loan B, 3.557%, due 08/23/17	2,595,391
					22,552,251
*Lodging: 0.5%*
965,000				Audio Visual Services Corporation, New Term Loan, 2.560%, due 02/28/14	825,075
EUR		1,250,000		Scandic Hotels AB, EUR Term Loan B2, 3.833%, due 07/09/15	1,651,625
EUR		1,250,000		Scandic Hotels AB, EUR Term Loan C2, 3.833%, due 07/09/16	1,651,625
					4,128,325
*Machinery: 0.9%*
$	480,702			Alliance Laundry Systems LLC, Term Loan B, 6.250%, due 09/30/16	485,308
2,970,506				Bucyrus International, Inc., Term Loan C, 4.250%, due 02/19/16	2,983,019
EUR		1,052,629		Kion Group GMBH, EUR Term Loan B1, 4.700%, due 12/23/14	1,487,346
EUR		989,291		Kion Group GMBH, EUR Term Loan C1, 4.950%, due 12/23/15	1,397,850
$	511,168			Kion Group GMBH, Term Loan B2, 2.461%, due 12/23/14	497,431
511,168				Kion Group GMBH, Term Loan C2, 2.711%, due 12/23/15	497,431
984,496				NACCO Materials Handling Group, Inc., Term Loan, 2.059%, due 03/22/13	975,882
					8,324,267
*Mining, Steel, Iron & Nonprecious Metals: 1.9%*
3,600,000				Fairmount Minerals, Ltd., New Term Loan B, 5.250%, due 03/01/17	3,616,499
630,724				Noranda Aluminum Acquisition Corp., Term Loan B, 1.941%, due 05/18/14	625,468
5,162,063				Novelis Inc., New Term Loan B, 4.000%, due 03/10/17	5,195,131
3,099,586				Oxbow Carbon LLC, Extended Term Loan B, 3.800%, due 05/08/16	3,111,854

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Mining, Steel, Iron & Nonprecious Metals: (continued)*
$	4,250,000		Walter Energy, Inc., Term Loan B, 4.000%, due 04/02/18	$	4,270,527
				16,819,479
*Non-North American Cable: 2.3%*
EUR		224,968	Casema Bidco (Serpering Investments B.V.), EUR Term Loan B Kabelcom, 4.482%, due 09/15/14	326,065
EUR		494,984	Casema Bidco (Serpering Investments B.V.), EUR Term Loan B1, 4.482%, due 09/15/14	717,423
EUR		285,113	Casema Bidco (Serpering Investments B.V.), EUR Term Loan B2, 4.482%, due 09/15/14	413,239
EUR		2,570,000	Kabel Deutschland, EUR Term Loan D, 5.232%, due 12/13/16	3,739,421
EUR		235,541	Numericable (YPSO France SAS), EUR Term Loan C Acq, 5.611%, due 12/31/15	318,588
EUR		442,395	Numericable (YPSO France SAS), EUR Term Loan C Recap, 5.611%, due 12/31/15	598,374
EUR		66,513	Numericable (YPSO France SAS), EUR Tranche Acquisition B1, 5.111%, due 06/16/14	90,442
EUR		108,521	Numericable (YPSO France SAS), EUR Tranche Acquisition B2, 5.111%, due 06/16/14	147,564
EUR		172,351	Numericable (YPSO France SAS), EUR Tranche Recap B1, 5.111%, due 06/16/14	234,357
EUR		5,268,168	UPC Broadband Holding B.V, EUR Term Loan S, 4.989%, due 12/31/16	7,561,260
EUR		3,648,797	UPC Broadband Holding B.V, EUR Term Loan U, 5.239%, due 12/31/17	5,249,389
$	256,219		UPC Broadband Holding B.V, Term Loan T, 3.711%, due 12/30/16	257,179
644,864			UPC Broadband Holding B.V, Term Loan X, 3.711%, due 12/29/17	646,207
				20,299,508
*North American Cable: 10.3%*
2,215,298			Atlantic Broadband, New Term Loan B, 4.000%, due 03/08/16	2,225,672
2,194,500			Bresnan Communications, LLC, Term Loan B, 4.500%, due 12/14/17	2,209,462
27,803,608			Cequel Communications, LLC, New Term Loan, 2.209%, due 11/05/13	27,714,553
14,781,171			Charter Communications Operating, LLC, Extended Term Loan, 3.560%, due 09/06/16	14,815,774
47,274			Charter Communications Operating, LLC, Replacement Term Loan, 2.190%, due 03/06/14	47,304
15,046,702			CSC Holdings, Inc. (Cablevision), Extended Term Loan B-3, 2.059%, due 03/29/16	15,080,527
5,276,372			Insight Midwest Holdings, LLC, Initial Term Loan, 2.002%, due 04/07/14	5,221,962
1,596,000			Knology Inc, New Term Loan B, 4.000%, due 08/18/17	1,598,993
8,044,930			Mediacom Broadband LLC, Tranche D-1 Term Loan, 1.920%, due 01/31/15	7,866,598
3,546,000			Mediacom LLC Group, Tranche D Term Loan, 5.500%, due 03/31/17	3,567,425
3,970,000			Mediacom LLC Group, Tranche E Term Loan, 4.500%, due 10/23/17	3,973,970
1,659,996			San Juan Cable LLC, 1st Lien Term Loan, 2.060%, due 10/31/12	1,655,154
5,665,966			Wideopenwest Finance, LLC, Term Loan B, 2.698%, due 06/28/14	5,523,433
				91,500,827

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Oil & Gas:1.2%*
$	1,943,974			CGGVeritas Services Inc., Term Loan B2, 6.036%, due 01/12/16	$	1,956,124
4,308,824				Frac Tech International, LLC, Term Loan B, 6.250%, due 05/06/16	4,321,517
1,112,339				Hercules Offshore, LLC, Term Loan B, 7.500%, due 07/11/13	1,110,552
2,920,000				MEG Energy Corp., New Term Loan B, 4.000%, due 03/16/18	2,934,372
					10,322,565
*Other Broadcasting and Entertainment: 1.8%*
3,482,500				Getty Images, Inc, New Term Loan, 5.250%, due 11/07/16	3,510,252
1,995,000				The Weather Channel, New Term Loan B, 4.250%, due 02/13/17	2,011,002
166,624				VNU, Class A Term Loan, 2.206%, due 08/09/13	166,225
5,896,789				VNU, Class B Term loan, 3.956%, due 05/02/16	5,912,144
4,719,780				VNU, Class C Term Loan, 3.456%, due 05/02/16	4,717,250
					16,316,873
*Other Telecommunications: 3.0%*
1,995,000				Alaska Communications Systems Holdings, Inc., Term Loan B, 5.500%, due 10/21/16	2,007,968
350,000			(4)	Asurion, LLC, New 1st Lien Term Loan, due 05/24/18	347,447
2,700,000			(4)	Asurion, LLC, New 2nd Lien Term Loan, due 05/24/19	2,729,813
EUR		1,679,980		BCM Ireland Holdings Ltd (Eircom), EUR Term Loan B, 3.107%, due 09/30/14	2,183,516
EUR		1,680,261		BCM Ireland Holdings Ltd (Eircom), EUR Term Loan C, 3.357%, due 09/30/15	2,183,882
$	1,000,000			Consolidated Communications, Inc., Term Loan B, 2.720%, due 12/31/14	980,000
938,165			(2)	Hawaiian Telcom Communications, Inc., Exit Term Loan, 9.000%, due 11/01/15	965,221
4,200,000				MetroPCS Wireless, Inc., Incremental Term Loan B3, 4.000%, due 05/18/18	4,194,750
1,000,000			(4)	PAETEC Holding Corp, Term Loan, due 04/21/17	1,002,500
3,100,000				U.S. Telepacific Corp, New Term Loan B, 5.750%, due 02/23/17	3,096,125
EUR		4,500,000	(4)	Wind Telecommunicazioni S.P.A., EUR Term Loan B1, due 12/15/17	6,526,714
					26,217,936
*Personal & Nondurable Consumer Products: 2.2%*
$	365,000			Advantage Sales & Marketing, Inc., 2nd Lien Term Loan, 9.250%, due 06/18/18	373,973
1,995,000				Advantage Sales & Marketing, Inc., Term Loan B, 5.250%, due 12/18/17	2,007,958
2,441,336				Bushnell, Inc., 1st Lien Term Loan, 4.562%, due 08/24/13	2,398,613
1,000,303				Fender Musical Instruments Corp., Delayed Draw Term Loan, 2.450%, due 06/09/14	972,795
1,980,005				Fender Musical Instruments Corp., Term Loan B, 2.450%, due 06/09/14	1,925,555
993,250				Hillman Group (The), Inc., Term Loan B, 5.000%, due 05/27/16	998,216
1,614,124				Huish Detergents, Inc., Term Loan B, 2.200%, due 04/26/14	1,558,974
1,600,000				Information Resources, Inc., New Term Loan B, 0.000%, due 11/28/17	1,604,000
231,374				Information Resources, Inc., Term Loan B, 5.250%, due 05/16/14	231,374

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount					Borrower/Tranche Description	Fair Value
*Personal & Nondurable Consumer Products: (continued)*
$	2,237,700				Jarden Corporation, New Term Loan B, 3.242%, due 01/31/17	$	2,255,649
1,672,779					KIK Custom Products, Inc., 1st Lien Term Loan, 2.530%, due 06/02/14	1,474,136
286,762					KIK Custom Products, Inc., Canadian Term Loan, 2.530%, due 06/02/14	252,709
1,000,000				(4)	Revlon Consumer Products Corporation, New Term Loan B, 0.000%, due 12/01/17	1,004,125
2,032,985					Spectrum Brands, Inc., New Term Loan B, 5.000%, due 06/17/16	2,054,405
						19,112,482
*Personal, Food & Miscellaneous: 3.7%*
3,060,000					Acosta, Inc., Term Loan, 4.750%, due 03/01/18	3,068,798
EUR			2,618,438		Burger King Corporation, New EUR Term Loan B, 4.750%, due 10/19/16	3,782,963
$	3,432,258				Burger King Corporation, New Term Loan B, 4.500%, due 10/19/16	3,429,794
1,932,000					Dennys, Inc, New Term Loan B, 5.250%, due 02/24/17	1,951,320
1,811,760					DineEquity Inc., New Term Loan B, 4.250%, due 10/19/17	1,820,494
3,511,200					Dunkin Brands, Inc., New Term Loan B, 4.250%, due 11/23/17	3,519,978
2,573,214					N.E.W. Customer Services Companies, Inc., Secured Term Loan, 6.000%, due 03/23/16	2,571,071
2,992,500					NBTY, Inc., New Term Loan B, 4.250%, due 10/02/17	2,997,402
671,679					OSI Restaurant Partners, Inc., Revolver, 4.035%, due 06/14/13	654,887
6,692,820					OSI Restaurant Partners, Inc., Term Loan B, 2.500%, due 06/14/14	6,525,498
750,000					Seminole Hard Rock Entertainment, Inc., Floating Rate Note, 0.000%, due 03/15/14	731,250
1,414,315					Wendys/Arbys Restaurants, LLC, Term Loan B, 5.000%, due 05/24/17	1,422,714
						32,476,169
*Printing & Publishing: 9.0%*
1,255,694					Black Press, Ltd., Term Loan B1, 2.254%, due 08/02/13	1,205,466
762,386					Black Press, Ltd., Term Loan B2, 2.254%, due 08/02/13	731,890
1,836,411				(2)	Caribe Information Investments Inc., Term Loan, 0.000%, due 03/31/13	550,923
9,932,267					Cengage Learning, Inc., Term Loan, 2.440%, due 07/03/14	9,283,571
2,374,050					Cenveo Corporation, Term Loan B, 6.250%, due 12/21/16	2,396,010
1,727,932					CW Acquisition Limited Partnership, Tranche C Term Loan, 6.250%, due 07/13/16	1,747,371
2,215,563					Dex Media East, LLC, New Term Loan, 2.776%, due 10/24/14	1,743,832
1,939,967					Dex Media West, LLC, New Term Loan, 7.000%, due 10/24/14	1,722,530
EUR		666,667			Flint Group Holdings S.A.R.L., EUR Term Loan B8 AEB, 5.783%, due 05/29/15	963,560
$	841,151				Flint Group Holdings S.A.R.L., Term Loan B7 AEB, 4.711%, due 12/31/14	839,487
353,279					Flint Group Holdings S.A.R.L., Term Loan B7 AFB, 4.711%, due 12/31/14	352,580
2,333,333					Flint Group Holdings S.A.R.L., Term Loan B9, 4.711%, due 05/29/15	2,328,716
1,277,104					Flint Group Holdings S.A.R.L., Term Loan C7, 4.711%, due 12/31/15	1,274,577
1,645,773					Hanley Wood, LLC, New Term Loan B, 2.563%, due 03/08/14	1,020,379

	PORTFOLIO OF INVESTMENTS
ING Prime Rate Trust	as of May 31, 2011 (Unaudited) (continued)

Principal Amount				Borrower/Tranche Description	Fair Value
*Printing & Publishing: (continued)*
$	1,291,108			Intermedia Outdoor, Inc., 1st Lien Term Loan, 3.057%, due 01/31/13	$	1,226,552
EUR		1,487,172		Mediannuaire Holding, EUR Term Loan B3, 3.925%, due 10/12/15	1,631,302
EUR		1,486,320		Mediannuaire Holding, EUR Term Loan C2, 3.925%, due 10/12/15	1,630,367
$	4,761,595			Merrill Communications, LLC, Term Loan, 7.500%, due 12/24/12	4,749,691
1,812,546				Nelson Canada, Term Loan, 2.807%, due 07/05/14	1,667,542
EUR		533,360		PagesJaunes Groupe SA, EUR Term Loan A3, 4.711%, due 11/22/13	717,832
AUD		22,320,730		PBL Media, AUD Term Loan B, 7.425%, due 02/05/13	22,739,140
$	1,650,223			Penton Media, Inc, New Term Loan B, 5.006%, due 08/01/14	1,384,125
3,407,417				Quad/Graphics, Inc., Term Loan B, 5.500%, due 04/14/16	3,414,515
4,047,000				R.H. Donnelley Corporation, New Term Loan, 9.000%, due 10/24/14	3,025,132
1,510,345				Source Media Inc., New Term Loan B — Accuity, 6.500%, due 01/21/17	1,519,784
475,862				Source Media Inc., New Term Loan B — Source, 6.500%, due 01/21/17	478,836
2,000,000				Springer Science + Business Media S.A., Term Loan A, 6.752%, due 06/17/16	2,010,000
6,632,921				SuperMedia, Inc., Exit Term Loan, 11.000%, due 12/31/15	4,371,513
990,525				Thomas Nelson Publishers, New Term Loan, 9.000%, due 06/14/16	970,715
1,491,225			(2)(3)	Tribune Company, Term Loan B, 0.000%, due 06/04/14	1,013,846
1,585,083				Yell Group PLC, New Term Loan B1, 3.941%, due 07/31/14	664,151
					79,375,935
*Radio and TV Broadcasting: 5.3%*
694,657				Citadel Broadcasting Corporation, New Term Loan B, 4.250%, due 12/30/16	695,812
5,000,000			(4)	Clear Channel Communications, Inc., Term Loan B, 0.000%, due 01/28/16	4,385,765
1,338,663			(3)	CMP KC, LLC, Term Loan, 3.441%, due 06/03/11	167,333
3,412,042				CMP Susquehanna Corporation, Term Loan, 2.250%, due 05/05/13	3,370,654
1,885,545				FoxCo Acquisition, LLC, Term Loan B, 4.750%, due 07/14/15	1,889,307
285,714				Hubbard Radio LLC, 2nd Lien Term Loan, 8.750%, due 04/30/18	291,429
1,275,000				Hubbard Radio LLC, Term Loan B, 5.250%, due 04/28/17	1,286,953
1,743,848				Local TV Finance, LLC, Term Loan B, 2.310%, due 05/07/13	1,713,330
200,000			(4)	Nexstar Broadcasting, Inc., Add on Delayed Draw Term Loan, 0.000%, due 09/30/16	201,750
500,000				Nexstar Broadcasting, Inc., Delayed Draw Term Loan, 5.565%, due 09/30/16	504,375
580,613				Nexstar Broadcasting, Inc., Old Mission Term Loan, 5.000%, due 09/30/16	585,693
908,138				Nexstar Broadcasting, Inc., Term Loan B, 5.565%, due 09/30/16	907,002
EUR		64,386		ProSiebenSat.1 Media AG, EUR Term Loan B2, 2.685%, due 07/02/14	89,935
EUR		1,186,386		ProSiebenSat.1 Media AG, EUR Term Loan B3 — BankDeal(11194) merge duplicate, 2.685%, due 07/02/14	1,657,148
EUR		220,233		ProSiebenSat.1 Media AG, EUR Term Loan B3 MC (2), 2.685%, due 03/02/15	307,622
EUR		35,934		ProSiebenSat.1 Media AG, EUR Term Loan C2, 3.310%, due 07/03/15	50,766

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS

as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Radio and TV Broadcasting: (continued)*
EUR	798,662		ProSiebenSat.1 Media AG, EUR Term Loan C3, 3.310%, due 06/26/15	$	1,128,336
$	1,000,000	(4)	Raycom TV Broadcasting, LLC, Term Loan B, due 05/31/17	1,001,563
	1,444,933	X	Regent Communications, Secured Cash Term Loan, 5.250%, due 04/27/14	1,416,034
	951,045		Sinclair Television Group, Inc, New Term Loan B, 4.000%, due 10/28/16	955,404
	1,943,888		Spanish Broadcasting Systems, 1st Lien Term Loan, 2.060%, due 06/11/12	1,887,175
	23,312,965		Univision Communications, Inc., Extended Term Loan, 4.441%, due 03/31/17	22,575,692
				47,069,078
*Retail Stores: 10.7%*
	2,487,500		Amscan Holdings, Inc., Term Loan B, 6.750%, due 12/04/17	2,503,825
	4,987,500		Burlington Coat Factory, Term Loan B, 6.250%, due 02/18/17	4,996,852
	2,824,674		Claires Stores, Inc., Term Loan B, 3.051%, due 05/29/14	2,610,078
	7,256,413		Dollar General Corporation, Tranche B-1 Term Loan, 2.973%, due 07/07/14	7,254,584
	1,875,000		General Nutrition Centers, Inc., New Term Loan B, 4.250%, due 03/02/18	1,879,922
	3,782,785		Guitar Center, Inc., Extended Term Loan, 5.560%, due 04/10/17	3,609,605
	3,192,000		Harbor Freight Tools USA, Inc., 1st Lien Term Loan, 6.500%, due 12/22/17	3,255,840
EUR	1,500,000		HEMA Holding B.V., EUR Term Loan B, 3.250%, due 07/06/15	2,150,034
EUR	1,500,000		HEMA Holding B.V., EUR Term Loan C, 4.000%, due 07/05/16	2,150,034
$	4,250,000		J. Crew, New Term Loan B, 4.750%, due 03/07/18	4,177,287
	3,900,000		Jo-Ann Stores, Inc., Term Loan, 4.750%, due 03/16/18	3,869,775
	1,596,000		Leslies Poolmart, Inc., Term Loan B, 4.500%, due 11/21/16	1,606,973
EUR	530,263		Maxeda DIY Group B.V., EUR Term Loan B, 3.987%, due 06/29/15	717,795
EUR	719,737		Maxeda DIY Group B.V., EUR Term Loan B2, 4.005%, due 08/01/15	974,278
EUR	530,263		Maxeda DIY Group B.V., EUR Term Loan C, 4.537%, due 06/27/16	717,795
EUR	719,737		Maxeda DIY Group B.V., EUR Term Loan C2, 4.494%, due 08/01/16	974,278
$	1,705,829		Michaels Stores, Inc., Term Loan B1, 2.563%, due 10/31/13	1,688,447
	2,295,648		Michaels Stores, Inc., Term Loan B2, 4.813%, due 07/31/16	2,306,330
	9,963,834	(4)	Neiman Marcus Group, Inc, New Term Loan, 4.750%, due 05/16/18	9,923,012
	6,138,000		Petco Animal Supplies, Inc., New Term Loan, 4.500%, due 11/24/17	6,146,771
GBP	2,500,000		Pets at Home Group Limited, GBP Term Loan B, 5.628%, due 01/24/17	4,154,129
EUR	189,372		Picard Groupe, EUR Term Loan B1, 5.320%, due 09/14/17	275,166
EUR	810,628		Picard Groupe, EUR Term Loan B2, 5.320%, due 09/14/17	1,177,878
$	1,200,000		Pilot Travel Centers LLC, New Term Loan B, 4.250%, due 03/30/18	1,207,406
	3,744,247		Rite Aid Corporation, Term Loan B, 1.953%, due 06/04/14	3,597,207
	1,337,246		Rite Aid Corporation, Tranche 5, 4.500%, due 02/28/18	1,324,710
	2,208,389		Sally Holding LLC, Term Loan B, 2.440%, due 11/15/13	2,211,977
	1,500,000		Savers, New Term Loan B, 4.250%, due 03/03/17	1,509,050
	5,135,130		The Gymboree Corporation, New Term Loan, 5.000%, due 02/23/18	5,045,265

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS

as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Retail Stores: (continued)*
$	1,400,000	(4)	Toys “R” Us, Inc., Incremental Term Loan B2, due 06/14/18	$	1,390,718
	3,816,163		Toys “R” Us, Inc., New Term Loan, 6.000%, due 09/01/16	3,830,729
EUR	1,863,011		Vivarte S.A.S., EUR Facility B1, 3.250%, due 03/09/15	2,585,886
EUR	1,863,011		Vivarte S.A.S., EUR Facility C1, 3.750%, due 03/08/16	2,585,886
				94,409,522
*Satellite: 0.3%*
$	3,000,000		Intelsat Jackson Holdings S.A., Tranche B Term Loan, 5.250%, due 04/02/18	3,023,541
				3,023,541
*Telecommunications Equipment: 1.5%*
	4,006,176		CommScope, Inc., New Term Loan B, 5.000%, due 01/14/18	4,033,718
GBP	2,383,255		Macquarie UK Broadcast Ventures Limited, GBP Term Loan A2, 2.877%, due 12/01/14	3,628,495
$	1,266,825		Syniverse Holdings, Inc., Term Loan B, 5.250%, due 12/21/17	1,276,921
EUR	1,500,000		TDF SA, EUR Term Loan B, 3.232%, due 01/30/15	1,980,332
EUR	1,500,000		TDF SA, EUR Term Loan C, 3.482%, due 01/29/16	1,980,332
				12,899,798
*Textiles & Leather: 0.2%*
EUR	812,852		Phillips-Van Heusen Corporation, New EUR Term Loan B, 4.180%, due 02/26/16	1,171,925
$	645,662		Phillips-Van Heusen Corporation, New Term Loan B1, 3.500%, due 05/06/16	654,309
	250,000		Renfro (RC Merger Corp.), Term Loan B, 5.500%, due 05/23/17	249,844
				2,076,078
*Utilities: 5.1%*
	3,600,000	(4)	AES Corporation, New Term Loan, due 05/17/18	3,601,127
	4,400,000		Calpine Corp, New Term Loan, 4.500%, due 04/02/18	4,418,700
	610,514		FirstLight Power Resources, Inc. (aka NE Energy, Inc.), 2nd Lien Term Loan, 4.813%, due 05/01/14	576,936
	940,909		Great Point Power, LLC, Delayed Draw Term Loan, 3.784%, due 03/10/17	950,317
	444,571		MACH Gen, LLC., Letter of Credit, 2.307%, due 02/22/13	416,044
	7,554,620		NRG Energy, Inc., Extended Letter of Credit, 3.557%, due 08/31/15	7,572,917
	1,768,373		NRG Energy, Inc., Extended Term Loan B, 3.469%, due 08/31/15	1,772,380
	2,892		NRG Energy, Inc., Synthetic Letter of Credit, 2.057%, due 02/01/13	2,891
	266,572		NRG Energy, Inc., Term Loan, 2.057%, due 02/01/13	266,468
	2,977,612		Race Point Power, Term Loan, 7.751%, due 11/09/17	2,996,222
	27,080,819	(4)	Texas Competitive Electric Holdings Company LLC, Extended Term Loan, 4.738%, due 10/10/17	21,442,945
	1,500,000		TPF Generation Holdings, LLC, 2nd Lien Term Loan C, 4.557%, due 12/15/14	1,472,813
				45,489,760
			Total Senior Loans (Cost $1,212,069,440)	1,210,933,846

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS

as of May 31, 2011 (Unaudited) (continued)

Principal Amount			Borrower/Tranche Description	Fair Value
*Other Corporate Debt: 1.4%*
*Cargo Transport: 0.0%*
$	297,646		US Shipping Partners L.P., Subordinated Term Loan, 2.500%, due 08/07/13	$	87,309
				87,309
*Chemicals, Plastics & Rubber: 0.7%*
5,269,044			Lyondell Chemical Company, Fixed Rate Note, 11.000%, due 05/01/18	5,960,606
				5,960,606
*Diversified / Conglomerate Manufacturing: 0.7%*
2,383,164			Flextronics International, Ltd., Delayed Draw A-1A Term Loan, 2.443%, due 10/01/14	2,366,284
80,886			Flextronics International, Ltd., Delayed Draw A-1-B Term Loan, 2.441%, due 10/01/14	80,312
3,338,233			Flextronics International, Ltd., Term Loan A, 2.459%, due 10/01/14	3,314,589
				5,761,185
*Radio and TV Broadcasting: 0.0%*
429,210		X	Regent Communications, Subordinated Term Loan, 12.000%, due 10/27/14	386,289
				386,289
			Total Other Corporate Debt (Cost $11,963,469)	12,195,389

Equities and Other Assets: 1.6%

	Description	Value
(1), (@), (R), X	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	$	—
(@), (R), X	Ascend Media (Residual Interest)	—
(@), (R), X	Block Vision Holdings Corporation (719 Common Shares)	—
(2), (@), (R), X	Cedar Chemical (Liquidation Interest)	—
(@)	Citadel (33,239 Class B Shares)	1,118,492
(@)	Citadel (40,423 Class A Shares)	1,354,171
(@), X	Contech (Residual Interest)	—
(2), (@), (R), X	Enterprise Profit Solutions (Liquidation Interest)	—
(4), (@), (R), X	Euro United Corporation (Residual Interest in Bankruptcy Estate)	—
(@), X	Faith Media Holdings, Inc. (7,725 Class A-1 Shares)	397,817
(2), (@), (R), X	Ferretti SPA (Warrants for 0.111% Participation Interest)	—
(2), (@), (R), X	Gainey Corporation (Residual Interest)	—
(@), X	Global Garden (138,579 Class A3 Shares)	—
(@), X	Global Garden (14,911 Class A1 Shares)	—
(@), X	Glodyne Technoserve, Ltd. (92,471 Common Shares)	706,788
(@), X	Glodyne Technoserve, Ltd. (Escrow Account)	151,992
(2), (@), (R), X	Grand Union Company (Residual Interest in Bankruptcy Estate)	—

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS

as of May 31, 2011 (Unaudited) (continued)

	Description	Value
*Equities and Other Assets (continued)*
(@)	Hawaiian Telcom (31,238 Common Shares)	$	868,416
(2), (@), (R), X	Kevco Inc. (Residual Interest in Bankruptcy Estate)	25
(2), (@), (R), X	Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	—
(@), (R), X	Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	—
(@)	Mega Brands Inc. (195,762 Common Shares)	94,971
(@)	Metro-Goldwyn-Mayer, Inc. (351,820 Common Shares)	8,003,905
(@), X	Northeast Biofuels (Residual Interest)	—
(2), (@)	RDA Holding Co. (8,597 Common Shares)	291,765
(@), (R), X	Safelite Realty Corporation (57,804 Common Shares)	305,205
(2), (@), (R)	Supermedia, Inc. (32,592 Common Shares)	141,449
(@), X	Townsquare Media, LLC (314,505 Common Shares)	909,046
(@), X	Townsquare Media, LLC (314,505 Preferred Shares)	—
(2), (@), (R), X	US Office Products Company (Residual Interest in Bankruptcy Estate)	—
(2), (@), X	US Shipping Partners, L.P. (19,404 Common Shares)	—
(2), (@), X	US Shipping Partners, L.P. (275,292 Contingency Rights)	—
	Total for Equities and Other Assets (Cost $13,000,307)	14,344,042
	Total Investments (Cost $1,237,033,216)**	$	1,237,473,277
	Other Assets and Liabilities — Net	(351,544,723)
	Net Assets	$	885,928,554

		*		Senior loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate (“LIBOR”) and other short-term rates.
		(1)		The borrower filed for protection under Chapter 7 of the U.S. Federal Bankruptcy code.
		(2)		The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.
		(3)		Loan is on non-accrual basis.
		(4)		Trade pending settlement. Contract rates do not take effect until settlement date.
		(@)		Non-income producing security.
		(R)		Restricted security.
		X		Fair value determined by ING Funds Valuation Committee appointed by the Trust’s Board of Directors/Trustees.
		AUD		Australian Dollar
		GBP		British Pound Sterling
		EUR		Euro
		SEK		Swedish Kronor

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS

as of May 31, 2011 (Unaudited) (continued)

**	For Federal Income Tax purposes cost of investments is $1,237,095,604.

	Net unrealized appreciation consists of the following:
	Gross Unrealized Appreciation	$	22,433,570
	Gross Unrealized Depreciation	(22,055,897)
	Net Unrealized Appreciation	$	377,673

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of May 31, 2011 in valuing the Trust’s assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at 05/31/11
Asset Table
Investments, at value
Senior Loans	$	—	$	1,207,630,712	$	3,303,134	$	1,210,933,846
Other Corporate Debt	—		11,809,100		386,289		12,195,389
Equities and Other Assets	3,869,265		8,003,905		2,470,872		14,344,042
Total Investments, at value	$	3,869,265	$	1,227,443,717	$	6,160,295	$	1,237,473,277
Other Financial Instruments+
Forward foreign currency contracts	—		2,411,622		—		2,411,622
Unfunded commitments	—		1,619		—		1,619
Total Assets	$	3,869,265	$	1,229,856,958	$	6,160,295	$	1,239,886,518
Liabilities Table
Other Financial Instruments+
Forward foreign currency contracts	$	—	$	(1,988,247)	$	—	$	(1,988,247)
Unfunded commitments	$	—	$	(17,783)	$	—	$	(17,783)
Total Liabilities	$	—	$	(2,006,030)	$	—	$	(2,006,030)

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Trust’s assets and liabilities during the periodended May 31, 2011:

	Beginning Balance						Accrued Discounts/		Total Realized		Total Unrealized Appreciation/
	at 02/28/11		Purchases		Sales		(Premiums)		Gain/(Loss)		(Depreciation)
Senior Loans	$	3,230,802	$	—	$	—	$	—	$	—	$	72,332
Other Corporate Debt	363,879		22,410		—		—		—		—
Equities and Other Assets	2,323,529		—		—		—		(40,230)		187,573
Total	$	5,918,210	$	22,410	$	—	$	—	$	(40,230)	$	259,905

	Transfers Into Level 3		Transfers Out of Level 3		Ending Balance at 05/31/11
Senior Loans	$	—	$	—	$	3,303,134
Other Corporate Debt	—		—		386,289
Equities and Other Assets	—		—		2,470,872
Total	$	—	$	—	$	6,160,295

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS

as of May 31, 2011 (Unaudited) (continued)

As of May 31, 2011, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $147,343.

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

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

Transfers in or out of Level 3 represents either the beginning value (for transfer in), or the ending value (for transfers out) of any security or derivative instrument where a change in the pricing level occurred fom the beginning to the end of the period. The Trust’s policy is to recognize transfers between levels at the end of the reporting period.

At May 31, 2011 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Counterparty	Currency	Buy/Sell	Settlement Date	In Exchange For		Fair Value		Unrealized Appreciation/ (Depreciation)
State Street Bank	Australian Dollar			USD
	AUD 21,665,000	Sell	06/07/11	$	21,377,218	$	23,087,724	$	(1,710,506)
State Street Bank	British Pound Sterling GBP 11,700,000	Sell	06/07/11	19,319,856		19,247,700		72,156
State Street Bank	British Pound Sterling GBP 2,506,000	Sell	08/08/11	4,135,276		4,119,483		15,793
State Street Bank	Euro EUR 58,425,000	Sell	06/07/11	86,155,236		84,014,584		2,140,652
State Street Bank	Euro EUR 10,000,000	Sell	07/11/11	14,256,267		14,368,615		(112,348)
State Street Bank	Euro EUR 4,855,000	Sell	08/08/11	7,153,603		6,970,582		183,021
State Street Bank	Sweden Kronor SEK 8,483,750	Sell	06/07/11	1,325,556		1,373,033		(47,477)
State Street Bank	Sweden Kronor SEK 25,479,250	Sell	07/11/11	4,002,035		4,116,244		(114,209)
State Street Bank	Sweden Kronor SEK 677,000	Sell	08/08/11	105,494		109,201		(3,707)
				$	157,830,541	$	157,407,166	$	423,375

See Accompanying Notes to Financial Statements

SIGNATURES

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

(Registrant): ING Prime Rate Trust

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

Date:	July 25, 2011

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

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

Date:	July 25, 2011

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

Date:	July 25, 2011