Edgar Filing: ING PRIME RATE TRUST

Funds

Third Quarter Report

November 30, 2008

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

THIRD QUARTER REPORT

November 30, 2008

Table of Contents

Portfolio Managers' Report					2

Statement of Assets and Liabilities					8

Statement of Operations					9

Statements of Changes in Net Assets					10

Statement of Cash Flows					11

Financial Highlights					12

Notes to Financial Statements					13

Portfolio of Investments					24

Shareholder Meeting Information					52

Additional Information					54

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

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

PORTFOLIO CHARACTERISTICS AS OF NOVEMBER 30, 2008
Net Assets	$	525,911,262
Total Assets	$	981,459,105
Assets Invested in Senior Loans	$	879,680,448
Senior Loans Represented		499
Average Amount Outstanding per Loan	$	1,762,887
Industries Represented		37
Average Loan Amount per Industry	$	23,775,147
Portfolio Turnover Rate (YTD)		6	%
Weighted Average Days to Interest Rate Reset		42
Average Loan Final Maturity		58 months
Total Leverage as a Percentage of Total Assets (including preferred shares)		45.65	%

PERFORMANCE SUMMARY

The Trust declared $0.10 of dividends during the third fiscal quarter and $0.31 during the nine months ended November 30, 2008. Based on the average month-end net asset value ("NAV") per share of $5.38 for the quarter and $6.00 for the nine month period, this resulted in an annualized distribution rate^₍₁₎ of 7.29% for the quarter and 7.10% for the nine month period. The Trust's total net return for the third fiscal quarter, based on NAV, was (40.62)% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")^₍₂₎ of (25.48)% for the same quarter. For the nine months ended November 30, 2008, the Trust's total return, based on NAV, was (37.11)%, versus (22.57)% gross return for the Index. For the one year period ended November 30, 2008, the Trust's total net return, based on NAV, was (43.56)%, versus (26.72)% gross return of the Index. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the third fiscal quarter was (37.92)% and for the nine months ended November 30, 2008 was (38.25)%.

MARKET REVIEW

The Trust's performance for the period under review was negatively impacted by the unprecedented events that occurred across global financial and credit markets during the second half of 2008. The use of leverage for investment purposes also had a magnifying effect on the Trust's returns relative to the Index.

The depth and breadth of the recent financial crisis and a rapidly growing sense that the ongoing economic downturn will be more severe and long-lasting than originally envisioned, has made this market environment the most challenging in recent memory. Very few asset classes went

^₍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 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 ("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)

unaffected. Equities, bonds and loans, both domestic and those from non-U.S. issuers, traded off significantly during the latter part of 2008, impacted by unfavorable economic data, declining corporate earnings and valuations and perhaps a general unease about the overall global financial system.

Specific to credit markets, negative investor sentiment was compounded by a continued wave of forced selling on the part of certain funds needing to reduce leverage and/or meet redemptions, and a spike in credit ratings downgrades. The share of loans that Standard & Poor's rates CCC+ or lower jumped to an all-time high of 8.2% by November 30, from 4.4% at the end of October, and from just 2.7% at year-end 2007.

October and November were particularly difficult in the loan market, as the Index lost 13.2% and 8.5%, respectively (the former representing the worst monthly loss on record). Year-to-date through November 30, the Index was down 26.95%, versus a positive 1.71% for the same period in 2007. Loans outperformed high yield bonds and the S&P 500, but underperformed investment grade and government bonds.

Default rates continued to rise in the period, exacerbated by a noticeable reduction in overall credit availability. The Index closed out November with a lagging twelve-month default rate of 3.97%, up from 3.27% at the end of the Trust's previous fiscal quarter (August 31, 2008). In contrast, by virtue of our disciplined investment approval and monitoring process, the Trust has not been materially invested in the most problematic industry sectors and has thus continued to outperform the Index with regard to defaults. The avoidance of default-related loss will be an integral component to performance going forward, since, absent default, loans are contractually obligated to return par upon repayment.

Subsequent to quarter-end, however, the Index did experience two large, high profile defaults which pushed the lagging twelve-month default rate for the Index to 4.76%. We continue to monitor these developments closely.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares while maintaining appropriate credit standards. Using leverage for investment purposes involves borrowing at a floating short-term rate, and seeking to invest those proceeds at a higher floating

TOP TEN SENIOR LOAN ISSUERS AS OF NOVEMBER 30, 2008 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
CHS/Community Health Systems, Inc.		3.3	%		6.1	%
Cequel Communications, LLC		2.5	%		4.7	%
HCA, Inc.		2.0	%		3.7	%
Metro-Goldwyn-Mayer, Inc.		1.9	%		3.6	%
CSC Holdings, Inc.		1.8	%		3.3	%
Georgia Pacific Corporation		1.6	%		3.0	%
Norwood Promotional Products		1.6	%		3.0	%
ARAMARK Corporation		1.4	%		2.6	%
Charter Communications Operating, LLC		1.3	%		2.3	%
NRG Energy, Inc.		1.2	%		2.3	%

TOP TEN INDUSTRY SECTORS AS OF NOVEMBER 30, 2008 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		11.6	%		21.7	%
North American Cable		8.5	%		15.9	%
Printing & Publishing		5.5	%		10.2	%
Utilities		5.0	%		9.4	%
Retail Stores		4.9	%		9.2	%
Leisure, Amusement, Entertainment		4.6	%		8.6	%
Data and Internet Services		4.1	%		7.6	%
Radio and TV Broadcasting		3.6	%		6.8	%
Chemicals, Plastics & Rubber		3.5	%		6.5	%
Foreign Cable, Foreign TV, Radio and Equipment		3.4	%		6.4	%

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

rate. Unlike traditional fixed income asset classes, using leverage in the floating rate senior loan asset class should not expose investors to the same degree of risk from rising short-term interest rates, as the income produced from the Trust's loan investments will adjust in a fashion consistent with the Trust's borrowing costs. The use of leverage can, however, magnify the erosion of the Trust's net asset value in declining markets.

As of November 30, 2008, the Trust had $223 million outstanding under $450 million in revolving credit facilities, and $225 million in "Aaa/AAA^₍₃₎" rated cumulative auction rate preferred shares.

As a part of its use of leverage, in 2000 the Trust issued $450 million of "Aaa/AAA^₍₃₎" rated cumulative auction rate preferred shares. Beginning in early February 2008, and continuing to date, for the first time in the history of its auction rate preferred shares program, the Trust did not receive 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 by each selling shareholder was reduced pro rata or to zero. In addition, the dividend rate on such preferred shares, which is normally set by means of a Dutch auction procedure, automatically reset to the maximum rate permitted under the preferred shares program. That maximum rate is 150% of the applicable commercial paper base rate on the day of the auction.

As we have stated in the past, it is important for investors in the Trust's common and preferred shares to understand that this is a market liquidity issue and not a credit issue. The preferred shares of ING Prime Rate Trust have the highest rating issued by the rating agencies and are backed by the assets of the Trust. Further, even under current conditions, we believe that the Trust will be able to continue to pay the dividends required under its preferred shares program, whether those dividend rates are set by the Dutch auction procedure or at the maximum rate.

In response to the above described problems with the liquidity of the Trust's auction rate preferred shares, the Trust redeemed approximately $225 million of the $450 million auction rate preferred shares outstanding, approximately 50% by series, in July. The Board of Trustees ("Board") and the management of the Trust continue to evaluate options to address the on-going liquidity concerns with respect to the remaining auction rate preferred securities. There can be no assurance that any means for liquidity will be identified, and if they are, it is possible that the Trust's leverage or its benefits from leverage will diminish.

OUTLOOK

Recent loan market developments and unprecedented negative returns may have caused investors to reevaluate their perceptions of loans as an asset class. In answer, we continue to believe that the long-term benefits of investing in senior loans remain intact. While no one knows the eventual length and depth of the current turmoil, we firmly believe there will be a recovery, and that relative stability and normalcy eventually will return to the loan market.

^₍₃₎ Obligations rated Aaa by Moody's Investors Service are judged to be of the highest quality, with minimal credit risk. An obligator rated 'AAA' has extremely strong capacity to meet its financial commitments. 'AAA' is the highest Issuer Credit Rating assigned by Standard & Poor's. Credit quality refers to the Trust's underlying investments, not to the stability or safety of this Trust.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

What would be the requisite steps to a return to normalcy in our market? First, reasonable confidence in the strength and soundness of our capital markets system must be restored. We believe this is already underway, as evidenced by resolute action on the part of the U.S. Federal Reserve, the U.S. Treasury and most major international monetary authorities, and the tangible impact of those actions on key short-term markets and rates. Another important attribute of a healthy market is asset price stability. While short-term developments do not constitute a trend, loan market prices have come off their late-2008 lows, buoyed by a noticeable reduction in forced selling activity and attractive absolute yields.

We also believe a final reflection of a recovering loan market will be a sustained increase in new lending activity. While new loan issuance is expected to remain anemic at best over the very near term, as the economy strengthens and capital formation redevelops, we believe banks eventually will again go about their traditional activity of lending to well positioned, well managed corporate borrowers.

On the way to "normal," however, we will continue to face heightened but traditional credit challenges. Nonetheless, even in an increasingly difficult environment, we believe the potential benefits of investing in a diversified pool of higher quality, non-investment grade loans remains in place, as current market prices imply a forward default rate that continues to exceed the market consensus.

We also believe that our strategy of investing primarily in the better quality and most liquid non-investment grade bank loans, combined with rigorous ongoing monitoring, has the potential to continue our favorable default experience. Absent a loss associated with a default, senior bank loans pay off at original face value, which can provide investors the opportunity to, over time, recapture price declines and take advantage of price discounts. Investors looking to capitalize on that favorable total return opportunity must have a reasonable risk tolerance and a sufficiently long 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
January 12, 2009

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended November 30, 2008
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		(43.56	)%		(14.76	)%		(6.46	)%		(1.65	)%
Based on Market Value		(45.76	)%		(14.07	)%		(8.94	)%		(3.01	)%
S&P/LSTA Leveraged Loan Index		(26.72	)%		(7.14	)%		(2.41	)%		1.17	%
Credit-Suisse Leveraged Loan Index		(25.73	)%		(6.64	)%		(1.88	)%		1.45	%

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

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

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

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

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

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

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

INDEX DESCRIPTIONS

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

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

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTION RATES

	Prime Rate			NAV 30-day SEC Yield^_(A)			Mkt. 30-Day SEC Yield^_(A)			Annualized Dist. Rate @ NAV^_(B)			Annualized Dist. Rate @ Mkt.^_(B)
November 30, 2008		4.00	%		13.88	%		15.41	%		7.72	%		11.79	%
August 31, 2008		5.00	%		7.38	%		8.56	%		6.12	%		7.21	%
May 31, 2008		5.00	%		8.18	%		8.89	%		7.58	%		7.95	%
February 29, 2008		6.00	%		10.99	%		11.93	%		9.03	%		9.79	%

^_(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 November 30, 2008 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,380,353,270)	$	884,037,305
Cash		1,530,773
Foreign currencies at value (Cost $1,510,691)		1,499,568
Receivables:
Investment securities sold		77,738,557
Interest		12,387,994
Other		19,802
Unrealized appreciation on forward foreign currency contracts		4,236,220
Prepaid expenses		8,886
Total assets		981,459,105
LIABILITIES:
Notes payable		223,000,000
Payable for investment securities purchased		913,750
Accrued interest payable		720,451
Deferred arrangement fees on revolving credit facilities		493,551
Dividends payable — preferred shares		32,718
Payable to affilates		918,452
Payable to custodian		255,878
Accrued trustees fees		55,268
Unrealized depreciation on forward foreign currency contracts		627,837
Unrealized depreciation on unfunded commitments		3,179,069
Other accrued expenses		350,869
Total liabilities		230,547,843
Preferred shares, $25,000 stated value per share at liquidation value (9,000 shares outstanding)		225,000,000
NET ASSETS	$	525,911,262
Net assets value per common share outstanding (net assets divided by 145,094,493 shares of beneficial interest authorized and outstanding, no par value)	$	3.62
NET ASSETS WERE COMPRISED OF:
Paid-in capital		1,312,128,054
Undistributed net investment income		1,399,629
Accumulated net realized loss on investments		(291,205,658	)
Net unrealized depreciation on investments, foreign currency related transactions, and unfunded commitments		(496,410,763	)
NET ASSETS	$	525,911,262

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the nine months ended November 30, 2008 (Unaudited)

INVESTMENT INCOME:
Interest	$	74,900,038
Arrangement fees earned		297,076
Other		1,161,330
Total investment income		76,358,444
EXPENSES:
Investment management fees		8,758,855
Administration fees		2,737,142
Transfer agent fees		87,175
Interest expense		7,490,308
Shareholder reporting expense		82,500
Custody and accounting expense		591,239
Revolving credit facility fees		384,502
Professional fees		345,733
Preferred shares — dividend disbursing agent fees		862,714
Pricing expense		24,898
ICI fees		2,161
Postage expense		135,500
Trustees fees		44,000
Miscellaneous expense		164,702
Total expenses		21,711,429
Net investment income		54,647,015
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND UNFUNDED COMMITMENTS:
Net realized gain (loss) on:
Investments		(82,269,715	)
Foreign currency related transactions		19,161,018
Net realized loss on investments and foreign currency related transactions		(63,108,697	)
Net change in unrealized appreciation or depreciation on:
Investments		(303,875,020	)
Foreign currency related transactions		5,879,362
Unfunded commitments		(968,990	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		(298,964,648	)
Net realized and unrealized loss on investments, foreign currency related transactions, and unfunded commitments		(362,073,345	)
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(8,151,188	)
Decrease in net assets resulting from operations	$	(315,577,518	)

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Nine Months Ended November 30, 2008			Year Ended February 29, 2008
FROM OPERATIONS:
Net investment income	$	54,647,015		$	108,192,188
Net realized gain (loss) on investments and foreign currency related transactions		(63,108,697	)		5,073,469
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and unfunded commitments		(298,964,648	)		(230,998,967	)
Distributions to preferred shareholders from net investment income		(8,151,188	)		(23,475,824	)
Decrease in net assets resulting from operations		(315,577,518	)		(141,209,134	)
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(45,487,124	)		(81,821,838	)
Decrease in net assets from distributions to common shareholders		(45,487,124	)		(81,821,838	)
CAPITAL SHARE TRANSACTIONS:
Reinvestment of distributions from common shares		—			450,139
Proceeds from shares sold		—			17,785
Net increase from capital share transactions		—			467,924
Net decrease in net assets		(361,064,642	)		(222,563,048	)
NET ASSETS:
Beginning of period		886,975,904			1,109,538,952
End of period (including undistributed net investment income of $1,399,629 and $390,926 respectively)	$	525,911,262		$	886,975,904

See Accompanying Notes to Financial Statements
10

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the nine months ended November 30, 2008 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	75,861,789
Facility fees received		24,898
Dividends paid to preferred shareholders		(8,281,584	)
Arrangement fee received		91,817
Other income received		431,495
Interest paid		(8,129,712	)
Other operating expenses paid		(14,094,424	)
Purchases of securities		(89,179,550	)
Proceeds on sale of securities		418,603,193
Net cash provided by operating activities	$	375,327,922
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(45,487,124	)
Redemption of preferred shares		(225,000,000	)
Net decrease in notes payable		(115,000,000	)
Net cash flows used in financing activities		(385,487,124	)
Net decrease		(10,159,202	)
Cash at beginning of period		11,689,975
Cash at end of period	$	1,530,773
Reconciliation Of Net Decrease In Net Assets Resulting From Operations To Net Cash Provided by Operating Activities:
Net decrease in net assets resulting from operations	$	(315,577,518	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:
Change in unrealized appreciation or depreciation on investments		303,875,020
Change in unrealized appreciation or depreciation on foreign currencies		(14,378	)
Change in unrealized appreciation or depreciation on forward foreign currency contracts		(6,617,436	)
Change in unrealized depreciation on unfunded commitments		968,990
Change in unrealized appreciation or depreciation on other assets and liablilities		752,452
Net accretion of discounts on investments		(3,955,507	)
Net amortization of premiums on investments		201,968
Net realized gain on sale of investments and foreign currency related transactions		63,108,697
Purchases of securities		(89,179,550	)
Proceeds on sale of securities		418,603,193
Decrease in other assets		22,617
Decrease in interest receivable		4,715,290
Decrease in prepaid facility fees on notes payable		24,898
Decrease in prepaid expenses		11,626
Decrease in deferred arrangement fees on revolving credit facilities		(205,259	)
Decrease in accrued interest payable		(639,404	)
Decrease in dividends payable — preferred shares		(130,396	)
Decrease in payable to affiliates		(468,203	)
Increase in accrued trustees fees		10,705
Decrease in other accrued expenses		(179,883	)
Total adjustments		690,905,440
Net cash provided by operating activities	$	375,327,922

See Accompanying Notes to Financial Statements
11

ING PRIME RATE TRUST (UNAUDITED) FINANCIAL HIGHLIGHTS

For a common share outstanding throughout the period

	Nine Months Ended November 30,			Years Ended February 28 or February 29,
	2008			2008			2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	6.11			7.65			7.59			7.47			7.34			6.73
Income (loss) from investment operations:
Net investment income	$	0.38			0.75			0.71			0.57			0.45			0.46
Net realized and unrealized gain (loss) on investments, foreign currency related transactions and unfunded commitments	$	(2.50	)		(1.57	)		0.06			0.12			0.16			0.61
Distribution to Preferred Shareholders	$	(0.06	)		(0.16	)		(0.16	)		(0.11	)		(0.05	)		(0.04	)
Total from investment operations	$	(2.18	)		(0.98	)		0.61			0.58			0.56			1.03
Distributions to Common Shareholders from net investment income		$(0.31)			(0.56)			(0.55)			(0.46)			(0.43)			(0.42)
Net asset value, end of period	$	3.62			6.11			7.65			7.59			7.47			7.34
Closing market price at end of period	$	3.27			5.64			7.40			7.02			7.56			7.84
Total Investment Return^₍₁₎
Total investment return at closing market price^₍₂₎	%	(38.25	)		(17.25	)		13.84			(0.82	)		2.04			28.77
Total investment return at net asset value^₍₃₎	%	(37.11	)		(13.28	)		8.85			8.53			7.70			15.72
Ratios/Supplemental Data
Net assets end of period (000's)	$	525,911			886,976			1,109,539			1,100,671			1,082,748			1,010,325
Preferred Shares-Aggregate amount outstanding (000's)	$	225,000			450,000			450,000			450,000			450,000			450,000
Liquidation and market value per share of Preferred Shares	$	25,000			25,000			25,000			25,000			25,000			25,000
Asset coverage inclusive of Preferred Shares and debt per share^₍₄₎	$	54,350			53,125			62,925			55,050			53,600			62,425
Borrowings at end of period (000's)	$	223,000			338,000			281,000			465,000			496,000			225,000
Asset coverage per $1,000 of debt^₍₄₎	$	4,367			4,956			6,550			4,335			4,090			7,490
Average borrowings (000's)	$	264,109			391,475			459,982			509,178			414,889			143,194
Ratios to average net assets including Preferred Shares^₍₅₎
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	1.54			1.54			1.57			1.64			1.60			1.45
Net expenses after expense waiver^₍₆₎	%	2.43			3.05			3.27			3.02			2.21			1.65
Gross expenses prior to expense waiver^₍₆₎	%	2.43			3.05			3.27			3.02			2.22			1.65
Net investment income^₍₆₎	%	6.11			7.23			6.68			5.44			4.21			4.57
Ratios to average net assets plus borrowings
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	1.66			1.60			1.56			1.58			1.63			1.84
Net expenses after expense waiver^₍₆₎	%	2.61			3.17			3.25			2.90			2.26			2.09
Gross expenses prior to expense waiver^₍₆₎	%	2.61			3.17			3.25			2.90			2.27			2.09
Net investment income^₍₆₎	%	6.57			7.53			6.63			5.24			4.32			5.82
Ratios to average net assets
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	2.19			2.20			2.21			2.33			2.29			2.11
Net expenses after expense waiver^₍₆₎	%	3.44			4.36			4.62			4.27			3.17			2.40
Gross expenses prior to expense waiver^₍₆₎	%	3.44			4.36			4.62			4.27			3.18			2.40
Net investment income^₍₆₎	%	8.64			10.35			9.42			7.71			6.04			6.68
Portfolio turnover rate	%	6			60			60			81			93			87
Common shares outstanding at end of period (000's)		145,094			145,094			145,033			145,033			145,033			137,638

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

^₍₂₎ 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.

^₍₃₎ 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.

This calculation differs from total investment return at market value because it excludes the effects of changes in the market values of the Trust's shares.

^₍₄₎ 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).

^₍₅₎ Ratios do not reflect the effect of dividend payments to Preferred Shareholders; income ratios reflect income earned on assets attributable to the Preferred Shares; ratios do not reflect any add-back for the borrowings.

^₍₆₎ Annualized for periods less than one year.

See Accompanying Notes to Financial Statements
12

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (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 an independent pricing service to provide market value quotations from dealers in loans and, when such quotations are not readily available, to calculate values under the proxy procedure described above. As of November 30, 2008, 98.00% 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 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 Valuation, Brokerage and Proxy 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 November 30, 2008 (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 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.

Effective for fiscal years and interim periods ending after November 15, 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 133-1 and FASB Interpretation Number ("FIN") 45-4, "Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161." The amendments to FAS 133 require enhanced disclosure regarding credit derivatives sold, including (1) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the FSP and 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 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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

(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. When entering into a forward foreign currency contract, the Trust agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Trust's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statement of Assets and Liabilities. Realized and unrealized

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. 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"), DST Systems, Inc. ("DST"), 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 nine months ended November 30, 2008, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $87,983,998 and $477,906,943, respectively. At November 30, 2008, the Trust held senior loans valued at $879,680,448 representing 99.5% 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.

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 3 — INVESTMENTS (continued)

Dates of acquisition and cost of 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	$	—
Block Vision Holdings Corporation (571 Common Shares)	09/17/02		—
Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	12/26/00		9,893
Cedar Chemical (Liquidation Interest)	12/31/02		—
Decision One Corporation (1,752,103 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
Humphrey's, Inc. (Residual Interest in Bankruptcy Estate)	05/15/02		—
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		—
Norwood Promotional Products, Inc. (104,148 Common Shares)	08/23/04		32,939
Norwood Promotional Products, Inc. (Contingent Value Rights)	12/14/07		377,999
Safelite Realty Corporation (57,804 Common Shares)	10/12/00		—
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		40,230
TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)	10/15/02		—
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total Restricted Securities excluding senior loans (market value $462,482 was 0.09% of net assets at November 30, 2008)		$	1,580,560

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

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

The Investment Adviser entered into a Sub-Advisory agreement with ING IM, a Connecticut corporation. Subject to such policies as the Board or the Investment Adviser may determine, ING IM manages the Trust's assets in accordance with the Trust's investment objectives, policies, and limitations.

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

The Investment Adviser, ING IM and the Administrator are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance, and retirement services to over 75 million private, corporate, and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING Groep comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.

On October 19, 2008, ING Groep announced that it reached an agreement with the Dutch government to strengthen its capital position, creating a strong buffer to navigate the current market and economic environment. ING Groep will issue 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 November 30, 2008, 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
$	699,773			$	218,679			$	918,452

The Trust has adopted a Retirement Policy ("Policy") covering all independent trustees of the Trust who will have served as an independent trustee for at least five years at the time of retirement. Benefits under this Policy are based on an annual rate as defined in the Policy agreement.

NOTE 6 — COMMITMENTS

The Trust has entered into both a $185 million 364-day revolving credit agreement which matures August 19, 2009 and a $265 million 364-day revolving securitization facility which matures May 29, 2009, collateralized by assets of the Trust. Borrowing rates under these agreements are based on a fixed spread over LIBOR, or a commercial paper-based rate. Prepaid arrangement fees for these facilities are amortized over the term of the agreements. The amount of borrowings outstanding at November 30, 2008, was $223 million. Weighted average interest rate on outstanding borrowings was 3.29%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 22.72% of total assets at November 30, 2008. Average borrowings for the period ended November 30, 2008 were $264,108,501 and the average annualized interest rate was 3.76% excluding other fees related to the unused portion of the facilities, and other fees.

As of November 30, 2008, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Calpine Corporation	$	577,500
Cengage Learning, Inc.		3,333,333
Coleto Creek Power		4,250,000
Community Health Systems, Inc.		2,209,427
Fontainebleau Resorts, LLC		633,333
Golden Nugget, Inc.		698,715
Kerasotes Theatres, Inc.	$	450,000
Meg Energy Corporation		7,000
Sturm Foods, Inc.		500,000
United Surgical Partners International, Inc.		11,290
	$	12,670,598

The unrealized depreciation on these commitments of $3,179,069 as of November 30, 2008 is reported as such on the Statement of Assets and Liabilities.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of November 30, 2008, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date		Shares Registered		Shares Remaining
	9/15/98		25,000,000		12,372,589
	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 did not receive 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 by each selling shareholder was 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.

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 nine months ended November 30, 2008.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it acquires or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of November 30, 2008, the Trust held 0.4% of its total assets in subordinated loans and unsecured loans.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Prime Rate Trust
	Nine Months Ended November 30, 2008		Year Ended February 29, 2008
Number of Shares
Reinvestment of distributions from common shares		—		58,938
Proceeds from shares sold		—		2,320
Net increase in shares outstanding		—		61,258
Dollar Amount ($)
Reinvestment of distributions from common shares	$	—	$	450,139
Proceeds from shares sold		—		17,785
Net increase	$	—	$	467,924

NOTE 11 — FEDERAL INCOME TAXES

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

Dividends paid by the Trust from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

The tax composition of dividends and distributions to shareholders was as follows:

Nine Months Ended November 30, 2008		Year Ended February 29, 2008
Ordinary Income		Ordinary Income
$	53,638,312	$	105,297,662

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 11 — FEDERAL INCOME TAXES (continued)

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of February 29, 2008 were:

Unrealized Depreciation			Post-October Currency Losses Deferred			Post-October Capital Losses Deferred			Capital Loss Carryforwards			Expiration Dates
$	(194,491,261	)	$	(2,455,013	)	$	(2,086,199	)	$	(847,193	)		2009
										(47,376,376	)		2010
										(97,064,717	)		2011
										(57,686,392	)		2012
										(22,421,058	)		2013
										(560,828	)		2014
									$	(225,956,564	)

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

NOTE 12 — OTHER ACCOUNTING PRONOUNCEMENT

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. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Upon adoption of SFAS No. 161 as of December 1, 2008, management of the Trust continues to assess the impact to the expanded financial statement disclosures.

NOTE 13 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

As discussed in earlier supplements that were previously filed with the SEC, ING Investments, the adviser to the ING Funds, has reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep N.V., including ING Investments (collectively, "ING"), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. ING's internal review related to mutual fund trading has been completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 13 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING's acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.

Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.

ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING's acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given ING's refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

• ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. ING Investments reported to the Boards that the indemnification commitments made by ING Funds related to mutual fund trading have been settled and restitution amounts prepared by an independent consultant have been paid to the affected ING Funds.

• ING updated its Code of Conduct for employees reinforcing its employees' obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.

Other Regulatory Matters

The New York Attorney General and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anticompetitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request.

Other federal and state regulators could initiate similar actions in this or other areas of ING's businesses. These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged. In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate. At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2008 (Unaudited) (continued)

NOTE 13 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

NOTE 14 — SUBSEQUENT EVENTS

Subsequent to November 30, 2008, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0340

11/28/08

12/10/08

12/22/08

0.0340

12/19/08

12/31/08

1/13/09

Subsequent to November 30, 2008, 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	$	13.66	12/01/08-01/12/09	12/08/08-01/16/09	12/09/08-01/20/09		0.40	%
Series T	$	12.05	12/02/08-01/13/09	12/09/08-01/20/09	12/10/08-01/21/09		0.35	%
Series W	$	9.83	12/03/08-01/14/09	12/10/08-01/21/09	12/11/08-01/22/09		0.29	%
Series Th	$	9.27	12/04/08-01/15/09	12/11/08-01/22/09	12/12/08-01/23/09		0.27	%
Series F	$	14.20	12/05/08-01/16/09	12/12/08-01/23/09	12/12/08-01/26/09		0.45	%

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited)

Senior Loans*: 167.3%

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 2.3%

Avio Group

556,314

Term Loan, 5.243%, maturing
December 13, 2014

370,505

EUR

708,333

Term Loan, 5.903%, maturing
December 13, 2014

600,529

590,346

Term Loan, 5.868%, maturing
December 13, 2015

393,170

EUR

708,333

Term Loan, 6.528%, maturing
December 13, 2015

600,529

Delta Airlines, Inc.

Ba2

BB-

1,485,000

Term Loan, 4.588%, maturing April 30, 2012

1,011,656

Delta Airlines, Inc.

5,456,149

Term Loan, 5.831%, maturing April 30, 2014

2,799,004

McKechnie Aerospace DE, Inc.

B+

987,500

Term Loan, 3.440%, maturing May 11, 2014

738,156

Transdigm, Inc.

Ba3

BB-

3,000,000

Term Loan, 5.210%, maturing June 23, 2013

2,325,000

United Airlines, Inc.

B+

4,133,798

Term Loan, 3.438%, maturing
February 01, 2014

1,963,554

Wesco Aircraft Hardware Corporation

BB-

1,458,750

Term Loan, 3.690%, maturing
September 29, 2013

1,145,119

11,947,222

Automobile: 2.1%

Dollar Thrifty Automotive Group, Inc.

B-

534,375

Term Loan, 3.436%, maturing June 15, 2014

160,312

Ford Motor Company

CCC+

9,681,447

)

Term Loan, 4.430%, maturing
December 16, 2013

3,957,292

KAR Holdings, Inc.

Ba3

B+

4,307,011

Term Loan, 6.020%, maturing
October 18, 2013

2,630,864

Oshkosh Truck Corporation

Ba3

BB+

7,007,342

Term Loan, 4.197%, maturing
December 06, 2013

4,484,699

11,233,167

Beverage, Food & Tobacco: 4.3%

ARAMARK Corporation

Ba3

1,209,004

Term Loan, 5.637%, maturing
January 26, 2014

968,412

13,061,435

Term Loan, 5.637%, maturing
January 26, 2014

10,462,209

2,947,500

Term Loan, 5.637%, maturing
January 26, 2014

2,360,948

Pinnacle Foods Holding Corporation

5,628,750

Term Loan, 6.423%, maturing April 02, 2014

3,865,077

See Accompanying Notes to Financial Statements
24

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

Sturm Foods, Inc.

2,955,000

Term Loan, 6.000%, maturing
January 31, 2014

1,780,387

United Biscuits

GBP

1,476,692

Term Loan, 7.419%, maturing
December 14, 2014

1,504,273

Van Houtte, Inc.

Ba3

BB-

651,750

Term Loan, 6.262%, maturing July 19, 2014

454,596

88,875

Term Loan, 6.262%, maturing July 19, 2014

61,990

Wm. Wrigley Jr. Company

BBB

1,500,000

Term Loan, 7.750%, maturing
October 06, 2014

1,401,308

22,859,200

Buildings & Real Estate: 1.5%

Contech Construction Products, Inc.

1,651,129

Term Loan, 5.512%, maturing
January 31, 2013

1,023,700

Custom Building Products, Inc.

Ba3

BB-

3,649,828

Term Loan, 4.309%, maturing
October 29, 2011

2,408,886

John Maneely Company

B+

4,232,536

Term Loan, 7.628%, maturing
December 09, 2013

2,746,916

KCPC Acquisition, Inc.

Ba2

B-

529,286

Term Loan, 3.688%, maturing May 22, 2014

375,793

189,655

Term Loan, 6.063%, maturing May 22, 2014

134,655

LaFarge Roofing

169,425

Term Loan, 5.887%, maturing June 14, 2015

64,664

EUR

441,573

Term Loan, 7.267%, maturing June 14, 2015

214,173

EUR

180,337

Term Loan, 7.267%, maturing June 14, 2015

87,467

171,654

Term Loan, 6.137%, maturing
March 14, 2016

65,515

EUR

409,551

Term Loan, 7.517%, maturing
March 14, 2016

198,641

EUR

210,674

Term Loan, 7.517%, maturing
March 14, 2016

102,182

Shea Capital I, LLC

Caa2

BB-

160,317

Term Loan, 4.724%, maturing
October 27, 2011

48,095

Tishman Speyer

Ba2

B+

1,500,000

Term Loan, 3.230%, maturing
December 27, 2012

600,000

8,070,687

Cargo Transport: 1.9%

Baker Tanks, Inc.

1,970,000

Term Loan, 3.671%, maturing May 08, 2014

1,034,250

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Cargo Transport: (continued)*
				Dockwise Transport, N.V.	NR	NR
$	1,094,819			Term Loan, 6.012%, maturing January 11, 2015			$	678,788
	875,000			Term Loan, 6.012%, maturing January 11, 2015				542,500
	875,000			Term Loan, 6.637%, maturing January 11, 2016				542,500
	1,094,819			Term Loan, 6.637%, maturing January 11, 2016				678,788
	500,000			Term Loan, 8.262%, maturing July 11, 2016				237,500
	560,000			Term Loan, 8.262%, maturing October 20, 2016				266,000
		(1	)	Gainey Corporation	NR	NR
	749,586	(2	)	Term Loan, 7.094%, maturing April 20, 2012				93,698
				Inmar, Inc.	B1	B
	540,922			Term Loan, 3.690%, maturing April 29, 2013				421,919
				Kenan Advantage Group, Inc.	B3	B+
	682,320			Term Loan, 6.762%, maturing December 16, 2011				460,566
				Railamerica Transportation Corporation	NR	NR
	194,560			Term Loan, 7.883%, maturing August 14, 2009				162,458
	3,005,440			Term Loan, 7.883%, maturing August 14, 2009				2,509,542
				TNT Logistics	Ba2	BB-
	1,892,409			Term Loan, 5.046%, maturing November 04, 2013				1,207,987
	723,070			Term Loan, 6.762%, maturing November 04, 2013				520,611
				US Shipping Partners, L.P.	Caa2	CCC
	1,786,152			Term Loan, 7.262%, maturing March 31, 2012				714,461
								10,071,568
*Cellular: 0.9%*
				Cricket Communications, Inc.	Ba2	B+
	5,865,000			Term Loan, 7.262%, maturing June 16, 2013				4,836,795
								4,836,795
*Chemicals, Plastics & Rubber: 7.6%*
				AZ Chem US, Inc.	B1	BB-
EUR	710,707			Term Loan, 5.673%, maturing February 28, 2013				541,899
				Borsodchem Nyrt.	NR	NR
EUR	804,394			Term Loan, 7.656%, maturing March 26, 2015				678,075
EUR	804,394			Term Loan, 8.156%, maturing March 26, 2016				678,075
				Brenntag Holding GmbH & Co. KG	B1	B+
$	1,178,182			Term Loan, 5.071%, maturing January 17, 2014				854,182
	3,621,818			Term Loan, 5.071%, maturing January 17, 2014				2,625,818

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (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, 4.350%, maturing April 02, 2014			$	2,464,000
		Cristal Inorganic Chemicals, Inc.	Ba3	B-
	2,878,250	Term Loan, 6.012%, maturing May 15, 2014				1,770,124
		Cristal Inorganic Chemicals, Inc.	B3	CCC-
	900,000	Term Loan, 9.512%, maturing November 15, 2014				405,000
		Hawkeye Renewables, LLC	B3	NR
	3,626,591	Term Loan, 7.305%, maturing June 30, 2012				1,305,573
		Hexion Specialty Chemicals, Inc.	Ba3	B
	2,450,000	Term Loan, 5.500%, maturing May 05, 2013				1,335,250
	987,500	Term Loan, 6.063%, maturing May 05, 2013				474,000
	1,164,000	Term Loan, 6.176%, maturing May 05, 2013				634,380
	1,335,113	Term Loan, 6.063%, maturing May 06, 2013				727,637
	6,152,388	Term Loan, 6.188%, maturing May 06, 2013				3,353,051
		Ineos US Finance, LLC	B2	B
	1,895,688	Term Loan, 5.932%, maturing December 16, 2012				1,075,803
	2,742,697	Term Loan, 5.950%, maturing December 16, 2013				1,355,921
	2,741,945	Term Loan, 6.450%, maturing December 23, 2014				1,384,682
		ISP Chemco, Inc.	Ba3	BB-
	3,456,250	Term Loan, 3.413%, maturing June 04, 2014				2,597,949
		JohnsonDiversey, Inc.	Ba2	BB-
	498,493	Term Loan, 5.193%, maturing December 16, 2010				396,302
	2,552,761	Term Loan, 5.509%, maturing December 16, 2011				2,029,445
		Kraton Polymers, LLC	B1	B
	2,000,000	Term Loan, 5.313%, maturing May 12, 2013				1,233,334
		Lucite International US Finco, Ltd.	B3	B+
	1,025,191	Term Loan, 3.690%, maturing July 07, 2013				891,916
	695,816	Term Loan, 3.690%, maturing July 07, 2013				597,532
		LyondellBasell Industries	B1	B+
	5,223,750	Term Loan, 7.000%, maturing December 20, 2014				2,197,705
	4,646,748	Term Loan, 7.000%, maturing April 30, 2015				1,959,380
	2,345,626	Term Loan, 7.000%, maturing April 30, 2015				980,472
		MacDermid, Inc.	B1	BB-
	1,638,215	Term Loan, 5.762%, maturing April 12, 2014				1,060,744
EUR	801,817	Term Loan, 7.389%, maturing April 12, 2014				644,485
		Northeast Biofuels, LLC	Caa1	C
$	114,514	Term Loan, 9.750%, maturing June 28, 2013				45,806
		Polypore, Inc.	Ba2	BB-
	3,291,666	Term Loan, 5.140%, maturing July 03, 2014				2,221,875
		Rockwood Specialties Group, Inc.	Ba2	BB+
	1,847,862	Term Loan, 3.546%, maturing July 30, 2012				1,499,848
						40,020,263

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: 4.8%

Berry Plastics Corporation

B+

4,866,046

Term Loan, 4.178%, maturing April 03, 2015

3,264,304

Graham Packaging Company

B+

12,002,000

Term Loan, 5.509%, maturing
October 07, 2011

9,228,686

Graphic Packaging International, Inc.

Ba3

BB-

3,790,864

Term Loan, 5.299%, maturing May 16, 2014

2,840,779

Mauser AG

EUR

625,000

Term Loan, 5.768%, maturing June 13, 2013

400,103

EUR

625,000

Term Loan, 7.130%, maturing June 13, 2014

400,103

842,699

Term Loan, 3.807%, maturing June 13, 2015

424,510

842,699

Term Loan, 4.057%, maturing June 13, 2016

424,510

Owens-Illinois

Baa3

BBB-

EUR

2,154,375

Term Loan, 5.414%, maturing June 14, 2013

2,167,409

Pro Mach, Inc.

2,437,500

Term Loan, 6.020%, maturing
December 01, 2011

2,279,063

Smurfit-Stone Container Corporation

Ba2

591,595

Term Loan, 3.404%, maturing
November 01, 2011

446,284

99,264

Term Loan, 4.897%, maturing
November 01, 2011

75,110

Tegrant Holding Company

Caa3

500,000

Term Loan, 8.310%, maturing
March 08, 2015

62,500

Xerium Technologies, Inc.

Caa1

B-

4,208,686

Term Loan, 9.262%, maturing May 18, 2012

3,051,298

25,064,659

Data and Internet Services: 6.8%

Activant Solutions, Inc.

B+

898,974

Term Loan, 4.548%, maturing May 02, 2013

566,354

Amadeus IT Group, S.A.

EUR

768,581

Term Loan, 6.481%, maturing May 04, 2015

468,619

EUR

768,581

Term Loan, 6.981%, maturing May 04, 2016

468,619

Audatex

Ba3

BB-

1,082,505

Term Loan, 4.819%, maturing May 16, 2014

855,179

Carlson Wagonlit Holdings, B.V.

Ba3

BB-

2,734,600

Term Loan, 5.715%, maturing
August 03, 2012

1,647,597

First Data Corporation

Ba3

BB-

2,444,416

Term Loan, 4.345%, maturing
September 24, 2014

1,670,690

247,500

Term Loan, 5.145%, maturing
September 24, 2014

169,159

681,808

Term Loan, 5.982%, maturing
September 24, 2014

465,144

L-1 Identity Solutions Operating Company

Ba3

BB+

500,000

Term Loan, 7.500%, maturing
August 05, 2013

432,500

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Mitchell International, Inc.

Ba3

B+

443,250

Term Loan, 5.813%, maturing
March 28, 2014

353,492

Mitchell International, Inc.

Caa1

B+

250,000

Term Loan, 9.063%, maturing
March 30, 2015

150,000

Orbitz

BB-

7,410,075

Term Loan, 5.739%, maturing July 25, 2014

3,309,836

Reynolds & Reynolds Company

Ba2

9,264,146

Term Loan, 3.436%, maturing
October 26, 2012

5,651,129

Sabre, Inc.

B+

13,958,689

Term Loan, 5.251%, maturing
September 30, 2014

5,707,554

Sitel, LLC

B+

2,261,385

Term Loan, 6.363%, maturing
January 30, 2014

1,356,831

Sungard Data Systems, Inc.

Ba3

10,083,904

Term Loan, 4.003%, maturing
February 28, 2014

7,154,842

2,500,000

Term Loan, 6.750%, maturing
February 28, 2014

2,018,750

Transaction Network Services, Inc.

BB-

2,047,018

Term Loan, 4.178%, maturing
March 28, 2014

1,734,848

Travelport, Inc.

Ba2

BB-

987,500

Term Loan, 3.686%, maturing
August 23, 2013

509,797

1,445,156

Term Loan, 6.012%, maturing
August 23, 2013

697,804

289,971

Term Loan, 6.012%, maturing
August 23, 2013

140,015

35,528,759

Diversified / Conglomerate Manufacturing: 3.7%

BOC Edwards

BB-

3,209,375

Term Loan, 3.436%, maturing May 31, 2014

2,150,281

Brand Services, Inc.

2,829,179

Term Loan, 5.956%, maturing
February 07, 2014

1,966,279

1,237,500

Term Loan, 6.876%, maturing
February 07, 2014

952,875

Brand Services, Inc.

Caa1

CCC+

1,600,000

Term Loan, 8.325%, maturing
February 07, 2015

1,268,000

Dresser, Inc.

B+

4,852,885

Term Loan, 4.451%, maturing May 04, 2014

3,366,689

EPD, Inc.

B+

3,031,875

Term Loan, 4.460%, maturing July 31, 2014

1,894,922

434,219

Term Loan, 4.460%, maturing July 31, 2014

271,387

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Ferretti, S.P.A.

EUR

577,667

Term Loan, 4.922%, maturing
January 22, 2015

467,621

EUR

577,667

Term Loan, 4.922%, maturing
January 21, 2016

467,621

Flextronics International, Ltd.

Ba1

BB+

686,623

Term Loan, 6.155%, maturing
October 01, 2014

485,786

196,831

Term Loan, 7.069%, maturing
October 01, 2014

136,141

Mueller Group, Inc.

Ba3

BB+

1,739,099

Term Loan, 4.952%, maturing May 24, 2014

1,269,542

Rexnord Corporation / RBS Global, Inc.

Ba2

BB-

963,581

Term Loan, 5.762%, maturing July 19, 2013

770,865

Sensata Technologies

BB-

4,105,500

Term Loan, 5.257%, maturing April 27, 2013

2,424,298

Sensus Metering Systems, Inc.

Ba2

1,408,696

Term Loan, 3.953%, maturing
December 17, 2010

1,232,609

Textron Fastening Systems

B+

490,000

Term Loan, 7.262%, maturing
August 11, 2013

257,250

19,382,166

Diversified / Conglomerate Service: 4.5%

Affinion Group

Ba2

3,937,668

Term Loan, 3.436%, maturing
October 17, 2012

2,887,622

AlixPartners, LLP

BB-

2,578,769

Term Loan, 4.926%, maturing
October 12, 2013

2,140,379

Brickman Group

Ba3

BB-

1,970,000

Term Loan, 3.436%, maturing
January 23, 2014

1,211,550

Brock Holdings, Inc.

B+

1,477,500

Term Loan, 5.762%, maturing
February 26, 2014

923,438

Catalina Marketing Corporation

Ba3

BB-

2,970,000

Term Loan, 6.762%, maturing
October 01, 2014

1,997,325

Coach America Holdings, Inc.

2,116,071

Term Loan, 4.919%, maturing April 20, 2014

1,248,482

442,989

Term Loan, 6.412%, maturing April 20, 2014

261,364

Fleetcor Technologies Operating
Company, LLC

Ba3

B+

114,100

Term Loan, 5.100%, maturing April 30, 2013

69,601

564,900

Term Loan, 5.100%, maturing April 30, 2013

344,589

Intergraph Corporation

Ba3

BB-

1,884,107

Term Loan, 4.196%, maturing May 29, 2014

1,483,734

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

ISS Global A/S

EUR

877,193

Term Loan, 6.964%, maturing
December 31, 2013

754,119

EUR

122,807

Term Loan, 6.964%, maturing
December 31, 2013

105,576

ISTA International GmbH

EUR

1,668,522

Term Loan, 7.122%, maturing May 14, 2015

1,261,613

EUR

331,478

Term Loan, 7.122%, maturing May 14, 2015

250,639

Valley National Gases, Inc.

Ba3

BB-

1,946,121

Term Loan, 5.569%, maturing
February 28, 2014

1,488,783

Valley National Gases, Inc.

CCC+

250,000

Term Loan, 9.321%, maturing
August 28, 2014

175,000

Valleycrest Companies, LLC

BB-

1,849,094

Term Loan, 4.820%, maturing
October 04, 2013

1,294,366

Vertafore, Inc.

3,053,790

Term Loan, 4.658%, maturing
January 31, 2012

2,305,611

West Corporation

BB-

5,370,238

Term Loan, 4.207%, maturing
October 24, 2013

3,405,069

23,608,860

Diversified Nat'l Rsrcs, Precious Metals & Minerals: 3.0%

Georgia Pacific Corporation

Ba2

BB+

20,498,916

Term Loan, 4.434%, maturing
December 20, 2012

15,878,112

15,878,112

Ecological: 0.2%

Synagro Technologies, Inc.

B+

888,750

Term Loan, 4.244%, maturing April 02, 2014

617,681

Synagro Technologies, Inc.

Caa2

CCC+

485,000

Term Loan, 6.290%, maturing
October 02, 2014

181,875

799,556

Electronics: 2.7%

Brocade Communications Systems, Inc.

Ba2

BB+

3,250,000

Term Loan, 7.000%, maturing
October 07, 2013

2,795,000

Decision One

1,726,280

Term Loan, 12.000%, maturing April 15, 2010

1,726,280

Freescale Semiconductor, Inc.

Ba1

5,069,438

Term Loan, 4.600%, maturing
November 29, 2013

2,960,871

Infor Global Solutions

B+

493,750

Term Loan, 6.520%, maturing July 28, 2012

274,031

618,676

Term Loan, 7.520%, maturing July 28, 2012

344,912

1,185,797

Term Loan, 7.520%, maturing July 28, 2012

661,082

EUR

736,875

Term Loan, 8.139%, maturing July 28, 2012

508,008

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Electronics: (continued)

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Term Loan, 11.392%, maturing
March 02, 2014

126,286

Kronos, Inc.

Ba3

B+

3,300,893

Term Loan, 6.012%, maturing June 11, 2014

2,211,598

NXP, B.V.

Caa1

CCC

1,750,000

Floating Rate Note, 7.758%, maturing
October 15, 2013

433,125

EUR

1,500,000

Floating Rate Note, 7.758%, maturing
October 15, 2013

457,488

ON Semiconductor

Baa3

1,970,000

Term Loan, 3.186%, maturing
September 03, 2013

1,526,750

14,025,431

Finance: 1.1%

LPL Holdings, Inc.

Ba3

B+

7,393,672

Term Loan, 5.512%, maturing June 28, 2013

5,693,127

5,693,127

Foreign Cable, Foreign TV, Radio and Equipment: 4.9%

Com Hem

SEK

8,666,667

Term Loan, 7.925%, maturing
January 31, 2014

578,573

SEK

8,000,000

Term Loan, 8.050%, maturing
January 31, 2015

534,067

Levana Holding 4 GmbH

EUR

728,399

Term Loan, 7.526%, maturing
March 02, 2015

111,849

EUR

728,398

Term Loan, 7.776%, maturing
March 02, 2016

111,849

Numericable/YPSO France SAS

EUR

765,871

Term Loan, 5.892%, maturing July 28, 2016

523,880

EUR

1,249,580

Term Loan, 5.892%, maturing July 28, 2016

854,753

EUR

1,984,549

Term Loan, 5.892%, maturing July 28, 2016

1,357,496

EUR

1,305,125

Term Loan, 6.142%, maturing July 28, 2016

901,009

EUR

694,875

Term Loan, 6.142%, maturing July 28, 2016

479,715

ProSiebenSat.1 Media AG

EUR

64,583

Term Loan, 5.826%, maturing July 02, 2014

38,677

EUR

1,190,021

Term Loan, 5.826%, maturing July 02, 2014

712,661

SEK

2,269,914

Term Loan, 6.295%, maturing July 02, 2014

132,039

EUR

801,232

Term Loan, 5.951%, maturing May 09, 2015

496,739

EUR

36,050

Term Loan, 5.951%, maturing May 09, 2015

22,350

UPC Financing Partnership

Ba3

B+

5,000,000

Term Loan, 4.600%, maturing
December 31, 2014

3,605,000

EUR

7,346,871

Term Loan, 6.481%, maturing
December 31, 2014

6,330,277

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (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)

Virgin Media Investment Holdings, Ltd.

Ba2

GBP

833,853

Term Loan, 8.129%, maturing
September 03, 2012

973,331

GBP

423,993

Term Loan, 8.129%, maturing
September 03, 2012

494,914

GBP

2,883,112

Term Loan, 8.147%, maturing
September 03, 2012

3,365,371

GBP

3,454,322

Term Loan, 8.147%, maturing
September 03, 2012

4,032,127

25,656,677

Gaming: 4.4%

Cannery Casino Resorts, LLC

1,632,874

Term Loan, 3.703%, maturing May 18, 2013

1,528,778

1,346,457

Term Loan, 4.993%, maturing May 18, 2013

1,260,620

CCM Merger, Inc.

BB-

3,234,471

Term Loan, 5.152%, maturing July 13, 2012

1,536,374

Centaur, LLC

CCC+

1,116,817

Term Loan, 9.762%, maturing
October 30, 2012

698,011

Fontainebleau Las Vegas, LLC

1,266,667

Term Loan, 6.065%, maturing June 06, 2014

449,667

Golden Nugget, Inc.

BB-

349,358

Term Loan, 2.528%, maturing June 30, 2014

136,250

1,834,127

Term Loan, 3.430%, maturing June 30, 2014

715,310

Green Valley Ranch Gaming, LLC

1,422,955

Term Loan, 4.521%, maturing
February 16, 2014

675,903

Green Valley Ranch Gaming, LLC

Caa3

CCC

750,000

Term Loan, 6.000%, maturing
August 16, 2014

63,750

Greenwood Racing, Inc.

BB-

723,750

Term Loan, 5.430%, maturing
November 28, 2011

452,344

Harrahs Operating Company, Inc.

B+

1,990,000

Term Loan, 6.536%, maturing
January 28, 2015

1,174,349

1,492,500

Term Loan, 6.538%, maturing
January 28, 2015

882,173

Isle Of Capri Casinos, Inc.

Ba3

4,360,213

Term Loan, 5.512%, maturing July 26, 2014

2,772,367

1,314,687

Term Loan, 5.512%, maturing July 26, 2014

835,921

1,744,085

Term Loan, 5.512%, maturing July 26, 2014

1,108,947

Las Vegas Sands, LLC

B+

1,596,000

Term Loan, 5.520%, maturing May 23, 2014

796,227

6,320,000

Term Loan, 5.520%, maturing May 23, 2014

3,152,978

New World Gaming Partners, Ltd.

B+

708,333

Term Loan, 6.553%, maturing
September 30, 2014

332,031

3,515,104

Term Loan, 6.553%, maturing
September 30, 2014

1,647,705

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Gaming: (continued)

Seminole Tribe Of Florida

Baa3

BBB

16,661

Term Loan, 5.313%, maturing
March 05, 2014

13,329

VML US Finance, LLC

867,738

Term Loan, 6.020%, maturing May 25, 2012

500,133

1,932,262

Term Loan, 6.020%, maturing May 24, 2013

1,113,686

2,000,000

Term Loan, 6.020%, maturing May 26, 2013

1,152,728

22,999,581

Healthcare, Education and Childcare: 21.7%

Accellent, Inc.

B+

1,945,000

Term Loan, 4.694%, maturing
November 22, 2012

1,303,150

AGA Medical Corporation

BB-

1,632,209

Term Loan, 4.138%, maturing April 28, 2013

1,264,962

Catalent Pharma Solutions

Ba3

BB-

6,495,556

Term Loan, 6.012%, maturing April 10, 2014

4,043,483

CHG Medical Staffing, Inc.

Ba3

B+

1,572,000

Term Loan, 3.936%, maturing
January 08, 2013

1,186,860

400,000

Term Loan, 6.255%, maturing
January 08, 2013

302,000

CHS/Community Health Systems, Inc.

Ba3

43,201,602

Term Loan, 4.394%, maturing July 25, 2014

31,901,704

Concentra Operating Corporation

B+

1,975,000

Term Loan, 6.020%, maturing June 25, 2014

1,224,500

CRC Health Corporation

Ba3

BB-

1,442,277

Term Loan, 6.012%, maturing
February 06, 2013

905,029

1,462,650

Term Loan, 6.012%, maturing
February 06, 2013

917,813

Education Management Corporation

B+

6,171,248

Term Loan, 5.563%, maturing June 01, 2013

4,154,021

Emdeon Business Services, LLC

BB-

2,356,912

Term Loan, 6.517%, maturing
November 16, 2013

1,708,761

EMSC, L.P.

Ba1

BB+

3,169,458

Term Loan, 4.811%, maturing
February 10, 2012

2,789,123

Gambro

646,459

Term Loan, 5.618%, maturing June 05, 2014

425,047

SEK

2,146,343

Term Loan, 7.865%, maturing June 05, 2014

174,196

SEK

2,111,070

Term Loan, 7.865%, maturing June 05, 2014

171,333

646,459

Term Loan, 6.118%, maturing June 05, 2015

425,047

SEK

2,146,343

Term Loan, 8.365%, maturing June 05, 2015

174,196

SEK

2,111,070

Term Loan, 8.365%, maturing June 05, 2015

171,333

Gentiva Health Services, Inc.

Ba3

BB-

2,035,135

Term Loan, 4.128%, maturing
March 31, 2013

1,643,371

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Harlan Sprague Dawley, Inc.

BB-

2,488,125

Term Loan, 7.174%, maturing July 11, 2014

1,953,178

Harrington Holdings, Inc.

BB-

2,429,667

Term Loan, 3.686%, maturing
January 11, 2014

1,858,695

HCA, Inc.

Ba3

25,985,239

Term Loan, 6.012%, maturing
November 18, 2013

19,545,785

Health Management Associates, Inc.

BB-

2,680,713

Term Loan, 5.512%, maturing
February 28, 2014

1,822,885

Iasis Healthcare, LLC

Ba2

B+

144,841

Term Loan, 3.395%, maturing
March 15, 2014

109,807

541,795

Term Loan, 5.118%, maturing
March 15, 2014

410,748

1,565,784

Term Loan, 5.118%, maturing
March 15, 2014

1,187,060

IM US Holdings, LLC

2,937,500

Term Loan, 4.798%, maturing June 26, 2014

2,100,313

Life Technologies Corporation

Baa3

BBB-

1,750,000

Term Loan, 6.000%, maturing
November 21, 2015

1,603,437

Multiplan, Inc.

B+

1,223,153

Term Loan, 4.000%, maturing April 12, 2013

905,133

National Mentor, Inc.

B+

117,736

Term Loan, 5.570%, maturing June 29, 2013

99,487

1,974,686

Term Loan, 5.770%, maturing June 29, 2013

1,668,610

Nycomed

EUR

535,383

Term Loan, 7.423%, maturing
December 10, 2014

394,045

EUR

1,397,300

Term Loan, 7.423%, maturing
December 10, 2014

1,028,420

EUR

86,211

Term Loan, 7.423%, maturing
December 10, 2014

63,452

EUR

54,917

Term Loan, 7.423%, maturing
December 10, 2014

40,419

EUR

388,312

Term Loan, 7.423%, maturing
December 10, 2014

285,800

EUR

1,397,300

Term Loan, 8.173%, maturing
December 10, 2014

1,028,420

EUR

86,211

Term Loan, 8.173%, maturing
December 10, 2014

63,452

EUR

54,917

Term Loan, 8.173%, maturing
December 10, 2014

40,420

EUR

388,312

Term Loan, 8.173%, maturing
December 10, 2014

285,800

EUR

535,383

Term Loan, 8.173%, maturing
December 10, 2014

394,045

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Orthofix International/Colgate Medical

BB+

1,766,818

Term Loan, 8.270%, maturing
September 22, 2013

1,404,620

Quintiles Transnational Corporation

2,953,370

Term Loan, 5.770%, maturing
March 31, 2013

2,318,396

Renal Advantage, Inc.

B+

3,358,044

Term Loan, 5.319%, maturing
October 06, 2012

2,350,631

Rural/Metro Operating Company, LLC

Ba2

BB-

835,293

Term Loan, 6.279%, maturing
March 04, 2011

680,764

519,127

Term Loan, 6.790%, maturing
March 04, 2011

423,088

Sterigenics International, Inc.

BB-

1,939,310

Term Loan, 5.120%, maturing
November 21, 2013

1,318,731

Stiefel Laboratories, Inc.

BB-

687,900

Term Loan, 7.000%, maturing
December 28, 2013

536,562

899,366

Term Loan, 7.000%, maturing
December 28, 2013

701,506

Sun Healthcare Group, Inc.

Ba2

B+

847,364

Term Loan, 4.823%, maturing April 19, 2014

618,576

131,512

Term Loan, 5.014%, maturing April 19, 2014

96,004

217,241

Term Loan, 5.762%, maturing April 21, 2014

158,586

Surgical Care Affiliates, LLC

Ba3

2,962,500

Term Loan, 5.762%, maturing
December 29, 2014

1,747,875

Team Health, Inc.

BB-

2,026,728

Term Loan, 4.443%, maturing
November 23, 2012

1,378,175

United Surgical Partners International, Inc.

Ba3

311,290

Term Loan, 3.419%, maturing April 19, 2014

200,782

1,652,258

Term Loan, 4.457%, maturing April 19, 2014

1,065,706

Vanguard Health Holdings Company II, LLC

Ba3

B+

3,393,066

Term Loan, 4.666%, maturing
September 23, 2011

2,807,762

Viant Holdings, Inc.

Ba3

B+

740,625

Term Loan, 6.020%, maturing June 25, 2014

403,641

VWR International, Inc.

B+

3,500,000

Term Loan, 3.936%, maturing June 29, 2014

2,318,750

EUR

2,500,000

Term Loan, 5.936%, maturing June 29, 2014

2,017,395

114,322,890

Home & Office Furnishings: 1.9%

Global Garden Products Italy, S.P.A.

EUR

1,250,000

Term Loan, 7.379%, maturing
October 19, 2014

953,100

EUR

1,250,000

Term Loan, 7.879%, maturing
October 19, 2015

953,100

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Home & Office Furnishings: (continued)

Hilding Anders

EUR

324,872

Term Loan, 7.540%, maturing April 25, 2015

240,140

SEK

17,864,613

Term Loan, 7.733%, maturing April 25, 2015

1,141,160

National Bedding Company

BB-

2,177,466

Term Loan, 4.926%, maturing
February 28, 2013

1,277,447

Simmons Company

B-

6,942,562

Term Loan, 5.499%, maturing
December 19, 2011

4,477,953

Springs Window Fashions, LLC

B+

1,410,813

Term Loan, 6.563%, maturing
December 31, 2012

941,717

9,984,617

Insurance: 2.4%

AmWINS Group, Inc.

B-

1,975,000

Term Loan, 4.358%, maturing June 08, 2013

1,283,750

Applied Systems, Inc.

B-

1,303,700

Term Loan, 6.230%, maturing
September 26, 2013

1,075,553

Conseco, Inc.

B+

6,130,689

Term Loan, 3.768%, maturing
October 10, 2013

4,030,928

Crawford & Company

BB-

2,836,786

Term Loan, 6.520%, maturing
October 30, 2013

2,411,268

Hub International, Ltd.

B+

454,432

Term Loan, 6.262%, maturing June 13, 2014

282,884

2,021,803

Term Loan, 6.262%, maturing June 13, 2014

1,258,572

Swett & Crawford

2,561,000

Term Loan, 5.975%, maturing April 03, 2014

1,165,255

USI Holdings Corporation

2,277,500

Term Loan, 6.520%, maturing May 05, 2014

1,298,175

12,806,385

Leisure, Amusement, Entertainment: 8.6%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

3,168,750

Term Loan, 5.361%, maturing June 08, 2012

2,075,531

Alpha D2, Ltd.

1,714,286

Term Loan, 3.681%, maturing
December 31, 2013

1,150,286

1,178,571

Term Loan, 3.681%, maturing
December 31, 2013

790,821

AMF Bowling Worldwide, Inc.

B+

3,085,938

Term Loan, 5.350%, maturing June 10, 2013

1,465,820

Cedar Fair, L.P.

Ba3

BB-

6,817,550

Term Loan, 3.436%, maturing
August 30, 2012

4,731,380

Cinemark USA, Inc.

Ba3

3,675,000

Term Loan, 3.660%, maturing
October 05, 2013

2,819,251

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

HIT Entertainment, Inc.

Ba3

B+

1,940,892

Term Loan, 4.710%, maturing
March 20, 2012

1,009,264

Kerasotes Showplace Theater, LLC

B-

675,000

Revolver, 2.300%, maturing
October 31, 2010

644,625

281,978

Term Loan, 3.750%, maturing
October 28, 2011

181,876

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

33,072,092

Term Loan, 7.012%, maturing April 08, 2012

15,319,456

7,774,464

Term Loan, 7.012%, maturing April 09, 2012

3,601,241

NEP II, Inc.

4,429,996

Term Loan, 6.012%, maturing
February 16, 2014

3,100,997

Warner Music Group

Ba3

10,807,499

Term Loan, 4.387%, maturing
February 28, 2011

8,573,945

45,464,493

Lodging: 2.3%

Audio Visual Services Corporation

Ba3

B+

990,000

Term Loan, 6.020%, maturing
February 28, 2014

445,500

Hotel Del Coronado

B+

16,400,000

Term Loan, 6.310%, maturing
January 15, 2009

11,480,000

11,925,500

Machinery: 0.4%

Kion Group

EUR

1,238,909

Term Loan, 5.973%, maturing
December 23, 2014

949,890

EUR

1,145,833

Term Loan, 6.387%, maturing
December 23, 2015

875,859

LN Acquisition Corporation

BB-

359,091

Term Loan, 4.270%, maturing July 11, 2014

272,909

134,659

Term Loan, 4.270%, maturing July 11, 2014

102,341

2,200,999

Mining, Steel, Iron & Nonprecious Metals: 1.2%

Continental Alloys & Services, Inc.

491,563

Term Loan, 6.262%, maturing June 15, 2012

331,805

Noranda Aluminum Acquisition Corporation

Ba2

BB-

688,538

Term Loan, 4.239%, maturing May 18, 2014

416,565

Novelis

Ba2

1,234,375

Term Loan, 5.770%, maturing July 06, 2014

783,828

2,715,625

Term Loan, 5.770%, maturing July 06, 2014

1,724,422

Oxbow Carbon and Minerals Holdings, LLC

BB-

258,473

Term Loan, 5.762%, maturing May 08, 2014

181,362

2,887,165

Term Loan, 5.762%, maturing May 08, 2014

2,025,829

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Mining, Steel, Iron & Nonprecious Metals: (continued)

Tube City IMS Corporation

Ba3

162,162

Term Loan, 5.762%, maturing
January 25, 2014

113,513

1,317,770

Term Loan, 5.762%, maturing
January 25, 2014

922,439

6,499,763

North American Cable: 15.9%

Atlantic Broadband

1,955,229

Term Loan, 6.020%, maturing
August 10, 2012

1,779,258

Bresnan Communications, LLC

BB-

2,750,000

Term Loan, 4.737%, maturing
September 29, 2013

2,099,166

2,246,939

Term Loan, 6.060%, maturing
September 29, 2013

1,715,162

Cequel Communications, LLC

BB-

36,551,861

Term Loan, 6.161%, maturing
November 05, 2013

24,702,954

Cequel Communications, LLC

Caa1

B-

1,525,000

Term Loan, 7.693%, maturing May 05, 2014

861,625

Charter Communications Operating, LLC

B+

18,079,769

Term Loan, 5.060%, maturing
March 06, 2014

12,275,404

CSC Holdings, Inc.

Ba1

BBB-

21,085,057

Term Loan, 4.569%, maturing
March 29, 2013

17,611,884

Insight Midwest Holdings, LLC

B+

9,002,500

Term Loan, 4.850%, maturing April 07, 2014

7,105,547

Knology, Inc.

1,975,000

Term Loan, 6.400%, maturing June 30, 2012

1,234,375

Mediacom Broadband, LLC

Ba3

BB-

10,254,981

Term Loan, 2.840%, maturing
January 31, 2015

7,352,821

Quebecor Media, Inc.

2,917,500

Term Loan, 6.819%, maturing July 21, 2009

2,363,175

San Juan Cable, LLC

BB-

1,703,743

Term Loan, 4.820%, maturing
October 31, 2012

1,022,246

WideOpenWest Finance, LLC

B-

5,833,333

Term Loan, 5.190%, maturing June 28, 2014

3,485,417

83,609,034

Oil & Gas: 4.0%

Alon USA

1,729,620

Term Loan, 3.860%, maturing June 22, 2013

1,210,734

216,202

Term Loan, 4.446%, maturing June 22, 2013

151,342

CR Gas Storage

Ba3

BB-

79,940

Term Loan, 4.843%, maturing May 13, 2011

63,353

151,353

Term Loan, 4.844%, maturing May 12, 2013

119,947

1,336,151

Term Loan, 4.847%, maturing May 12, 2013

1,058,900

224,609

Term Loan, 4.847%, maturing May 12, 2013

178,002

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

McJunkin Corporation

B+

2,657,328

Term Loan, 7.012%, maturing
January 31, 2013

2,149,779

MEG Energy

Ba3

BB+

2,782,500

Term Loan, 5.759%, maturing April 03, 2013

1,899,056

2,730,000

Term Loan, 5.770%, maturing April 03, 2013

1,863,225

Pine Prairie Energy Center

492,500

Term Loan, 5.620%, maturing
December 31, 2013

421,088

SG Resources Mississippi, LLC

2,493,750

Term Loan, 4.993%, maturing April 02, 2014

2,125,922

Targa Resources, Inc.

Ba3

B+

1,039,832

Term Loan, 5.762%, maturing
October 31, 2012

758,211

2,854,353

Term Loan, 5.970%, maturing
October 31, 2012

2,081,300

Venoco, Inc.

Caa1

1,500,000

Term Loan, 6.250%, maturing
September 20, 2011

1,001,250

Western Refining, Inc.

BB-

9,603,333

Term Loan, 9.250%, maturing May 30, 2014

5,713,983

20,796,092

Other Broadcasting and Entertainment: 1.7%

Deluxe Entertainment Services Group, Inc.

Ba3

B-

218,114

Term Loan, 5.051%, maturing May 11, 2013

130,869

2,262,201

Term Loan, 5.339%, maturing May 11, 2013

1,357,320

118,110

Term Loan, 6.012%, maturing May 11, 2013

70,866

Getty Images, Inc.

Ba2

1,000,000

Term Loan, 8.053%, maturing July 02, 2015

863,750

VNU

Ba3

B+

9,676,474

Term Loan, 4.229%, maturing
August 09, 2013

6,498,362

8,921,167

Other Telecommunications: 3.7%

Asurion Corporation

B-

8,250,000

Term Loan, 5.305%, maturing July 03, 2014

5,630,625

BCM Ireland Holdings, Ltd.

Ba3

EUR

2,051,724

Term Loan, 5.267%, maturing
September 30, 2014

1,925,078

EUR

2,051,953

Term Loan, 5.517%, maturing
September 30, 2015

1,925,293

Cavalier Telephone

Caa1

B-

2,443,723

Term Loan, 7.750%, maturing
December 31, 2012

855,303

Consolidated Communications

B+

1,000,000

Term Loan, 3.940%, maturing
December 31, 2014

800,000

Gabriel Communications

B-

493,750

Term Loan, 6.069%, maturing May 31, 2014

355,500

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Telecommunications: (continued)

Hargray Communications Group, Inc.

446,292

Term Loan, 6.012%, maturing June 29, 2014

359,265

Hawaiian Telcom Communications, Inc.

2,818,023

Term Loan, 6.262%, maturing June 01, 2014

1,180,047

Kentucky Data Link, Inc.

2,719,226

Term Loan, 3.686%, maturing
February 26, 2014

2,188,977

One Communications

CCC+

2,694,643

Term Loan, 6.886%, maturing June 30, 2012

1,232,799

PAETEC Holding Corporation

433,815

Term Loan, 3.936%, maturing
February 28, 2013

291,741

Time Warner Telecom Holdings, Inc.

Ba2

2,666,182

Term Loan, 3.691%, maturing
January 07, 2013

2,109,616

U.S. Telepacific Corporation

CCC+

980,005

Term Loan, 7.347%, maturing
August 04, 2011

676,204

19,530,448

Personal & Nondurable Consumer Products: 6.5%

Advantage Sales And Marketing

B-

3,012,249

Term Loan, 4.894%, maturing
March 29, 2013

2,003,146

Bushnell Performance Optics

Ba3

BB-

1,732,500

Term Loan, 7.512%, maturing
August 24, 2013

1,256,062

Fender Musical Instruments Corporation

B+

2,304,167

Term Loan, 5.170%, maturing June 09, 2014

1,440,104

1,163,750

Term Loan, 6.020%, maturing June 09, 2014

727,344

Gibson Guitar Corporation

442,683

Term Loan, 6.204%, maturing
December 29, 2013

378,494

Huish Detergents, Inc.

Ba3

1,666,250

Term Loan, 5.770%, maturing April 26, 2014

1,321,891

Information Resources, Inc.

B+

401,792

Term Loan, 3.876%, maturing May 16, 2014

261,165

Jarden Corporation

Ba3

BB-

9,122,654

Term Loan, 5.512%, maturing
January 24, 2012

7,216,020

1,175,172

Term Loan, 5.512%, maturing
January 24, 2012

929,561

KIK Custom Products, Inc.

CCC+

72,439

Term Loan, 5.800%, maturing May 31, 2014

36,672

422,561

Term Loan, 5.800%, maturing May 31, 2014

213,921

Mega Bloks, Inc.

CCC

967,500

Term Loan, 8.750%, maturing July 26, 2012

292,669

Norwood Promotional Products

26,898,557

Term Loan, 6.000%, maturing
August 16, 2011

15,870,149

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Spectrum Brands, Inc.

B-

875,115

Term Loan, 6.387%, maturing
March 30, 2013

530,320

44,301

Term Loan, 6.850%, maturing
March 30, 2013

26,846

Totes Isotoner Corporation

394,985

Term Loan, 6.323%, maturing
January 31, 2013

211,317

Yankee Candle Company, Inc.

Ba3

BB-

2,693,077

Term Loan, 5.731%, maturing
February 06, 2014

1,474,460

34,190,141

Personal, Food & Miscellaneous: 2.5%

Acosta, Inc.

2,932,500

Term Loan, 5.370%, maturing July 29, 2013

2,030,756

Arbys Restaurant Group, Inc.

BB-

4,776,677

Term Loan, 5.575%, maturing July 25, 2012

3,313,820

Culligan International Company

B-

985,000

Term Loan, 5.029%, maturing
November 24, 2012

556,525

Dennys, Inc.

Ba2

555,000

Term Loan, 3.470%, maturing
March 31, 2012

413,475

683,261

Term Loan, 4.959%, maturing
March 31, 2012

509,030

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

3,191,953

Term Loan, 5.702%, maturing May 22, 2014

2,282,247

OSI Restaurant Partners, Inc.

B+

372,420

Term Loan, 5.069%, maturing June 14, 2013

168,706

4,368,651

Term Loan, 3.750%, maturing June 14, 2014

1,978,999

Reddy Ice Group, Inc.

BB-

1,000,000

Term Loan, 6.500%, maturing
August 09, 2012

627,500

Sbarro, Inc.

B-

492,500

Term Loan, 3.931%, maturing
January 31, 2014

309,044

Seminole Hard Rock Entertainment

750,000

Floating Rate Note, 7.536%, maturing
March 15, 2014

397,500

U.S. Security Holdings, Inc.

Ba3

B+

559,398

Term Loan, 4.678%, maturing May 08, 2013

447,519

13,035,121

Printing & Publishing: 9.4%

American Achievement Corporation

Ba3

BB-

448,387

Term Loan, 5.070%, maturing
March 25, 2011

399,065

Ascend Media Holdings, LLC

841,773

Term Loan, 5.313%, maturing
January 31, 2012

235,696

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Black Press, Ltd.

Ba3

BB-

724,913

Term Loan, 4.196%, maturing
August 02, 2013

434,948

1,193,975

Term Loan, 4.196%, maturing
August 02, 2013

716,385

Canwest Media, Inc.

Ba2

BB-

738,750

Term Loan, 4.196%, maturing July 10, 2014

435,862

Caribe Information Investments Inc.

B+

1,626,613

Term Loan, 3.697%, maturing
March 31, 2013

1,097,964

Cengage Learning, Inc.

B+

5,077,500

Term Loan, 3.940%, maturing July 03, 2014

3,430,486

Cenveo Corporation

Ba2

BB+

29,961

Term Loan, 4.954%, maturing June 21, 2013

19,924

1,853,819

Term Loan, 4.954%, maturing June 21, 2013

1,232,790

Dex Media West, LLC

Ba2

4,250,000

Term Loan, 7.538%, maturing
October 24, 2014

2,167,500

Flint Group

936,821

Term Loan, 6.126%, maturing
December 31, 2012

442,648

353,279

Term Loan, 6.126%, maturing
December 31, 2014

166,924

2,333,333

Term Loan, 6.126%, maturing May 29, 2015

1,102,500

EUR

666,667

Term Loan, 7.541%, maturing May 29, 2015

457,488

1,277,104

Term Loan, 6.126%, maturing
December 31, 2015

603,432

Hanley Wood, LLC

2,708,865

Term Loan, 4.324%, maturing
March 08, 2014

1,327,344

Idearc, Inc.

B-

24,980,186

Term Loan, 5.670%, maturing
November 17, 2014

8,404,059

Intermedia Outdoor, Inc.

1,621,125

Term Loan, 6.762%, maturing
January 31, 2013

1,013,203

Mediannuaire Holding

EUR

581,289

Term Loan, 6.204%, maturing April 10, 2016

302,868

EUR

581,289

Term Loan, 6.704%, maturing April 10, 2016

302,868

Merrill Communications, LLC

B+

2,879,358

Term Loan, 4.719%, maturing May 15, 2011

1,842,789

Nelson Canada

Ba3

3,960,000

Term Loan, 6.262%, maturing July 05, 2014

2,871,000

PagesJaunes Groupe, S.A.

EUR

800,000

Term Loan, 5.454%, maturing
October 24, 2013

592,193

PBL Media

AUD

24,331,191

Term Loan, 7.028%, maturing
February 05, 2013

8,744,034

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Prism Business Media Holdings/
Penton Media, Inc.

B-

1,674,500

Term Loan, 5.635%, maturing
February 01, 2013

833,064

R.H. Donnelley Corporation

Ba2

4,555,341

)

Term Loan, 5.637%, maturing June 30, 2011

2,793,941

Readers Digest

4,309,375

Term Loan, 4.469%, maturing
March 02, 2014

1,616,016

EUR

745,873

Term Loan, 5.371%, maturing
March 02, 2014

308,053

Source Media, Inc.

2,760,475

Term Loan, 8.770%, maturing
November 08, 2011

1,518,261

Thomas Nelson Publishers

1,860,889

Term Loan, 8.500%, maturing June 12, 2012

1,265,404

Tribune Company

Caa1

CCC

1,491,225

Term Loan, 6.000%, maturing May 19, 2014

433,697

Valassis Communications, Inc.

Ba2

304,909

Term Loan, 5.520%, maturing
March 02, 2014

180,659

919,570

Term Loan, 5.520%, maturing
March 02, 2014

544,845

Yell Group, PLC

Ba3

BB-

2,000,000

Term Loan, 4.431%, maturing
October 27, 2012

1,356,666

49,194,576

Radio and TV Broadcasting: 6.4%

Block Communications, Inc.

Ba1

BB+

972,500

Term Loan, 5.274%, maturing
December 22, 2012

743,963

Citadel Broadcasting Corporation

B+

9,600,000

Term Loan, 5.021%, maturing June 12, 2014

3,744,000

CMP KC, LLC

1,352,663

Term Loan, 5.707%, maturing May 03, 2011

419,325

CMP Susquehanna Corporation

Caa1

B-

6,973,862

Term Loan, 3.640%, maturing May 05, 2013

2,249,071

Cumulus Media, Inc.

2,802,020

Term Loan, 3.506%, maturing June 11, 2014

1,337,964

CW Media Holdings, Inc.

Ba2

B+

2,722,500

Term Loan, 7.012%, maturing
February 16, 2015

2,041,875

Emmis Communication

Caa1

B+

1,160,471

Term Loan, 4.900%, maturing
November 01, 2013

580,235

FoxCo Acquisition, LLC

BB-

1,250,000

Term Loan, 7.250%, maturing July 14, 2015

831,250

Local TV Finance, LLC

B+

2,863,750

Term Loan, 3.965%, maturing May 07, 2013

1,417,556

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: (continued)

Nexstar Broadcasting Group

Ba2

B+

2,232,761

Term Loan, 5.512%, maturing
October 01, 2012

1,339,656

2,359,423

Term Loan, 5.512%, maturing
October 01, 2012

1,415,653

Nextmedia Operating, Inc.

408,622

Term Loan, 5.453%, maturing
November 15, 2012

238,022

919,398

Term Loan, 5.262%, maturing
November 15, 2012

535,550

Paxson Communications

CCC+

4,500,000

Term Loan, 8.069%, maturing
January 15, 2012

2,025,000

Regent Communications

B-

1,427,517

Term Loan, 6.012%, maturing
November 21, 2013

1,042,088

Spanish Broadcasting Systems

Caa1

CCC+

3,860,000

Term Loan, 5.520%, maturing June 11, 2012

1,476,450

Univision Communications, Inc.

B-

23,999,786

Term Loan, 3.686%, maturing
September 29, 2014

10,907,903

Univision Communications, Inc.

Caa1

CCC

1,733,625

Term Loan, 3.936%, maturing
March 29, 2009

1,430,241

33,775,802

Retail Stores: 9.2%

Amscan Holdings, Inc.

1,477,500

Term Loan, 4.813%, maturing May 25, 2013

1,089,656

Burlington Coat Factory

CCC+

3,787,868

Term Loan, 4.450%, maturing May 28, 2013

1,698,226

CBR Fashion Holding

EUR

500,000

Term Loan, 5.517%, maturing July 20, 2015

419,364

EUR

460,000

Term Loan, 5.767%, maturing July 20, 2016

385,815

Dollar General Corporation

B+

8,500,000

Term Loan, 5.271%, maturing July 06, 2014

6,596,000

Dollarama Group, L.P.

Ba1

BB-

3,369,844

Term Loan, 5.170%, maturing
November 18, 2011

2,611,629

General Nutrition Centers, Inc.

B-

3,546,000

Term Loan, 6.188%, maturing
September 16, 2013

2,393,550

Guitar Center, Inc.

B-

5,000,000

Term Loan, 4.940%, maturing
October 09, 2014

2,387,500

Harbor Freight Tools USA, Inc.

B+

6,187,911

Term Loan, 9.750%, maturing July 15, 2010

3,712,747

Michaels Stores, Inc.

6,613,345

Term Loan, 4.337%, maturing
October 31, 2013

3,323,206

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Nebraska Book Company, Inc.

Ba3

2,369,858

Term Loan, 6.380%, maturing
March 04, 2011

1,421,915

Neiman Marcus Group, Inc.

Ba3

BB+

8,299,578

Term Loan, 4.565%, maturing April 06, 2013

5,266,340

Oriental Trading Company, Inc.

2,382,774

Term Loan, 4.871%, maturing July 31, 2013

1,366,123

Petco Animal Supplies, Inc.

BB-

5,035,312

Term Loan, 5.532%, maturing
October 26, 2013

3,434,083

Phones 4U Group, Ltd.

GBP

1,615,726

Term Loan, 8.258%, maturing
September 22, 2014

1,347,968

GBP

1,545,301

Term Loan, 8.758%, maturing
September 22, 2015

1,289,214

Rite Aid

B+

4,975,000

Term Loan, 5.014%, maturing June 04, 2014

3,420,313

400,000

Term Loan, 6.000%, maturing June 04, 2014

278,000

Sally Holding, LLC

BB-

2,437,532

Term Loan, 4.189%, maturing
November 16, 2013

1,822,818

Sports Authority

B-

977,500

Term Loan, 6.012%, maturing May 03, 2013

679,363

Toys "R" Us, Inc.

BB-

1,368,159

Term Loan, 5.724%, maturing July 19, 2012

854,611

Vivarte

EUR

2,500,000

Term Loan, 6.249%, maturing June 28, 2015

1,360,000

EUR

2,500,000

Term Loan, 6.749%, maturing June 28, 2016

1,360,000

48,518,441

Satellite: 0.6%

Intelsat Corporation

BB-

1,387,999

Term Loan, 6.650%, maturing
January 03, 2012

1,077,434

1,387,579

Term Loan, 6.650%, maturing
January 03, 2012

1,077,109

1,387,579

Term Loan, 6.650%, maturing
January 03, 2012

1,077,109

3,231,652

Telecommunications Equipment: 1.9%

CommScope, Inc.

Ba3

BB-

1,243,734

Term Loan, 5.877%, maturing
December 27, 2014

926,582

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,383,255

Term Loan, 7.665%, maturing
December 01, 2014

5,259,974

Sorenson Communications, Inc.

Ba2

4,480,849

Term Loan, 4.000%, maturing
August 16, 2013

3,769,514

9,956,070

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

			*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Textiles & Leather: 0.1%*
		Targus Group, Inc.	B2	B
$	1,335,227	Term Loan, 6.340%, maturing November 22, 2012			$	660,937
						660,937
*Utilities: 10.2%*
		Boston Generating, LLC	B1	B-
	256,593	Term Loan, 6.012%, maturing December 20, 2013				148,182
	7,017,157	Term Loan, 6.012%, maturing December 20, 2013				4,052,408
	1,916,404	Term Loan, 6.012%, maturing December 20, 2013				1,106,723
		Calpine Corporation	B2	B+
	1,522,500	Revolver, 4.109%, maturing March 29, 2014				1,027,688
	2,470,074	Term Loan, 6.645%, maturing March 29, 2014				1,742,726
		Coleto Creek WLE, L.P.	B1	BB-
	750,000	Revolver, 1.053%, maturing June 30, 2011				517,500
	5,161,025	Term Loan, 6.512%, maturing June 28, 2013				3,741,743
	764,331	Term Loan, 6.512%, maturing June 28, 2013				554,140
		FirstLight Power Resources, Inc.	B1	B+
	2,635,312	Term Loan, 5.750%, maturing November 01, 2013				2,016,014
	906,823	Term Loan, 6.313%, maturing November 01, 2013				693,719
		FirstLight Power Resources, Inc.	B3	CCC+
	610,514	Term Loan, 7.711%, maturing May 01, 2014				457,886
		Infrastrux Group, Inc.	B2	B
	4,193,446	Term Loan, 5.686%, maturing November 03, 2012				3,512,011
		MACH Gen, LLC	B2	B+
	453,125	Term Loan, 5.762%, maturing February 22, 2013				417,328
	4,297,055	Term Loan, 4.196%, maturing February 22, 2014				3,957,588
		NRG Energy, Inc.	Ba1	BB
	10,557,512	Term Loan, 5.262%, maturing February 01, 2013				8,841,916
	4,036,982	Term Loan, 5.262%, maturing February 01, 2013				3,380,973
		NSG Holdings, LLC	Ba2	BB
	183,673	Term Loan, 4.320%, maturing June 15, 2014				137,755
	1,337,728	Term Loan, 4.320%, maturing June 15, 2014				1,003,296

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Utilities: (continued)

Texas Competitive Electric Holdings
Company, LLC

Ba3

B+

2,983,659

Term Loan, 5.278%, maturing
October 14, 2014

2,035,932

1,974,962

Term Loan, 5.283%, maturing
October 14, 2014

1,344,209

2,940,000

Term Loan, 5.547%, maturing
October 14, 2014

2,004,713

TPF Generation Holdings, LLC

Ba3

BB-

3,664,399

Term Loan, 5.762%, maturing
December 15, 2013

3,105,579

1,431,519

Term Loan, 5.762%, maturing
December 15, 2013

1,213,213

TPF Generation Holdings, LLC

B-

1,500,000

Term Loan, 8.012%, maturing
December 15, 2014

952,500

Viridian Group, PLC

GBP

1,080,000

Term Loan, 7.687%, maturing
December 19, 2012

1,299,483

EUR

1,072,386

Term Loan, 7.928%, maturing
December 19, 2012

1,062,975

Wolf Hollow I, L.P.

B+

450,000

Term Loan, 2.471%, maturing June 22, 2012

326,250

1,800,000

Term Loan, 1.336%, maturing June 22, 2012

1,260,000

2,094,343

Term Loan, 6.012%, maturing June 22, 2012

1,466,040

53,380,490

Total Senior Loans
(Cost $1,371,272,710 )

879,680,448

Other Corporate Debt: 0.7%

Automobile: 0.7%

Avis Budget Car Rental

Ba3

B-

750,000

Floating Rate Note, 7.521%, maturing
May 15, 2014

165,000

Navistar International Corporation

BB-

1,800,000

Unsecured Term Loan, 5.683%, maturing
January 19, 2012

994,500

4,950,000

Unsecured Term Loan, 4.686%, maturing
January 19, 2012

2,734,875

Total Other Corporate Debt
(Cost $7,500,000 )

3,894,375

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

Equities and Other Assets: 0.1%

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 (1,752,103 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)

—

(@), (R)

Humphrey's, Inc. (Residual Interest in Bankruptcy Estate)

—

(2), (@), (R)

IT Group, Inc. (Residual Interest in Bankruptcy Estate)

(2), (@), (R)

Kevco Inc. (Residual Interest in Bankruptcy Estate)

(2), (@), (R)

Lincoln Paper & Tissue (Warrants for 291 Common Shares,
Expires August 14, 2015)

—

(1), (@), (R)

Lincoln Pulp and Eastern Fine (Residual Interest in
Bankruptcy Estate)

—

(@), (R)

Norwood Promotional Products, Inc.
(104,148 Common Shares)

—

(@), (R)

Norwood Promotional Products, Inc.
(Contingent Value Rights)

—

(@), (R)

Safelite Realty Corporation (57,804 Common Shares)

462,432

(1), (@), (R)

Transtar Metals (Residual Interest in Bankruptcy Estate)

—

(1), (@), (R)

TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)

—

(2), (@), (R)

US Office Products Company (Residual Interest in
Bankruptcy Estate)

—

Total for Equities and Other Assets
(Cost $1,580,560 )

462,482

Total Investments
(Cost $1,380,353,270 )**

168.1

884,037,305

Other Assets and Liabilities — Net

(68.1

)

(358,126,043

)

Net Assets

100.0

525,911,262

* 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 11 of the U.S. Federal Bankruptcy code.

(2) Loan is on non-accrual basis.

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

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

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

(@) Non-income producing security.

(R) Restricted security.

AUD Australian Dollar

GBP British Pound Stirling

EUR Euro

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,380,579,383.

Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	297,555
Gross Unrealized Depreciation		(496,839,633	)
Net Unrealized Depreciation	$	(496,542,078	)

The following table summarizes the inputs used as of November 30, 2008 in determining the Trust's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	—	$	—
Level 2 — Other Significant Observable Inputs		865,742,698		3,608,383
Level 3 — Significant Unobservable Inputs		18,294,607		—
Total	$	884,037,305	$	3,608,383

"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 actual value in absence of available market quotations.

* Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end.

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the nine months ended November 30, 2008, was as follows:

	Investments in Securities			Other Financial Instruments*
Balance at 02/29/08	$	18,607,111		$	—
Net purchases/sales		5,874,221			—
Total realized and unrealized gain (loss)		(8,438,865	)		—
Accrued Discounts/(Premiums)		2,252,140			—
Transfers in and/or out of Level 3		—			—
Balance at 11/30/08	$	18,294,607		$	—

* Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2008 (Unaudited) (continued)

unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end.

For the nine months ended November 30, 2008, total change in unrealized gain (loss) on Level 3 securities included in the change in net assets was $(4,180,991). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

At November 30, 2008 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)
Australian Dollar AUD 7,900,000	Sell	12/15/08	$	5,418,627		$5,167,893	$	250,734
Australian Dollar AUD 5,200,000	Sell	01/15/09		3,396,120		3,396,003		117
Euro EUR 24,810,000	Sell	12/15/08		33,812,808		31,523,652		2,289,156
Euro EUR 22,610,000	Sell	01/15/09		28,259,109		28,720,261		(461,152	)
British Pound Sterling GBP 7,265,000	Sell	12/15/08		12,611,313		11,195,464		1,415,849
British Pound Sterling GBP 7,065,000	Sell	01/15/09		10,725,023		10,889,476		(164,453	)
Swedish Kronor SEK 15,900,000	Sell	12/15/08		2,242,753		1,962,389		280,364
Swedish Kronor SEK 14,400,000	Sell	01/15/09		1,774,710		1,776,942		(2,232	)
			$	98,240,463	$	94,632,080	$	3,608,383

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 August 7, 2008, 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 intersets of the holders of Common Shares of the Trust until the election and qualification of their successors.

ING Prime Rate Trust, Auction Rate Cumulative 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.

ING Prime Rate Trust, Auction Rate Cumulative Preferred Shares

3 To approve modifications to the Trust's fundamental investment restriction governing borrowing.

ING Prime Rate Trust, Common and Auction Rate Cumulative Preferred Shares

3 To approve modifications to the Trust's fundamental investment restriction governing borrowing.

Results:

	Proposal 1*	Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total Shares Voted
Common Shares	Colleen D. Baldwin		95,743,615.660		4,209,041.604		0.000		0.000		99,952,657.264
	Patricia W. Chadwick		95,825,636.326		4,127,020.938		0.000		0.000		99,952,657.264
	Robert W. Crispin		95,761,405.375		4,191,251.889		0.000		0.000		99,952,657.264
	Peter S. Drotch		95,685,906.648		4,266,750.616		0.000		0.000		99,952,657.264
	J. Michael Earley		95,836,618.289		4,116,038.975		0.000		0.000		99,952,657.264
	Patrick W. Kenny		95,777,282.652		4,175,374.612		0.000		0.000		99,952,657.264
	Shaun P. Mathews		95,756,133.375		4,196,523.889		0.000		0.000		99,952,657.264
	Sheryl K. Pressler		95,762,565.597		4,190,091.667		0.000		0.000		99,952,657.264
	Proposal 2*
Auction Rate Cumulative Preferred Shares	John V. Boyer		9,080.000		921.000		0.000		0.000		10,001.000
	Roger B. Vincent		9,079.000		922.000		0.000		0.000		10,001.000
Auction Rate Cumulative Preferred Shares	Proposal 3**		5,446.000		546.000		253.000		3,756.000		10,001.000
Common and Auction Rate Cumulative Preferred Shares	Proposal 3**		65,242,968.144		4,160,196.315		1,900,949.805		28,658,544.000		99,962,658.264

* Proposals 1 & 2 passed.

** The Shareholder Meeting for Proposal 3 was adjourned to September 16, 2008.

ING Prime Rate Trust

SHAREHOLDER MEETING INFORMATION (UNAUDITED) (continued)

A special meeting of shareholders of ING Prime Rate Trust was held September 16, 2008, 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

3 To approve modifications to the Trust's fundamental investment restriction governing borrowing.

ING Prime Rate Trust, Action Rate Cumulative Preferred Shares

3 To approve modifications to the Trust's fundamental investment restriction governing borrowing.

Results:

Proposal 3*	Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total Shares Voted
Auction Rate Cumulative Preferred Shares		8,937.912		921.892		408.164		0.000		10,267.968
Proposal 3*	Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total Shares Voted
Common and Auction Rate Cumulative Preferred Shares		65,903,394.019		4,185,004.343		1,938,773.193		25,219,642.032		97,246,813.587

* Proposal 3 passed.

ING Prime Rate Trust

ADDITIONAL INFORMATION

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, DST 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 DST 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 2008 DIVIDENDS:

DECLARATION DATE	EX-DIVIDEND DATE	PAYABLE DATE
January 31, 2008	February 7, 2008	February 25, 2008

February 29, 2008	March 6, 2008	March 25, 2008

March 31, 2008	April 8, 2008	April 22, 2008

April 30, 2008	May 8, 2008	May 22, 2008

May 30, 2008	June 6, 2008	June 23, 2008

June 30, 2008	July 8, 2008	July 22, 2008

July 31, 2008	August 7, 2008	August 22, 2008

August 29, 2008	September 8, 2008	September 22, 2008

September 30, 2008	October 8, 2008	October 22, 2008

October 31, 2008	November 6, 2008	November 24, 2008

November 28, 2008	December 8, 2008	December 22, 2008

December 19, 2008	December 29, 2008	January 13, 2009

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

ING Prime Rate Trust

ADDITIONAL INFORMATION (continued)

STOCK DATA

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

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of November 30, 2008 was 4,591 which does not include approximately 43,849 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 21, 2008 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.

(THIS PAGE INTENTIONALLY LEFT BLANK)

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

DST Systems, Inc.

P.O. Box 219368

Kansas City, Missouri 64141

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.

PRQR-UPRTQ3 (1108-012309)