Edgar Filing: ING PRIME RATE TRUST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings of Registered
Management Investment Company

Investment Company Act file number: 811-5410

ING Prime Rate Trust

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

C T Corporation System, 101 Federal Street, Boston, MA 02110
(Name and address of agent for service)

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

Date of fiscal year end: February 28

Date of reporting period: May 31, 2005

Item 1. Schedule of Investments

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

ING Prime Rate Trust

The schedules are not audited.

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited)

Senior Loans*: 190.6%

Bank Loan

Ratings†

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Aerospace and Defense: 2.7%

American Airlines, Inc.

B+

2,437,500

Revolver, 7.620%-7.820%, maturing June 30, 2009

2,388,750

997,500

Term Loan, 8.120%-8.280%, maturing December 31, 2010

990,910

Arinc, Inc.

Ba3

990,000

Term Loan, 5.030%, maturing March 10, 2011

1,001,138

Ceradyne, Inc.

Ba3

BB-

2,487,500

Term Loan, 5.125%-5.250%, maturing August 18, 2011

2,512,375

Dyncorp, Inc.

B+

3,000,000

Term Loan, 6.063%, maturing February 11, 2011

3,028,125

Hexcel Corporation

B+

1,500,000

Term Loan, 4.875%-6.750%, maturing March 01, 2012

1,506,095

K&F Industries, Inc.

B+

4,750,000

Term Loan, 5.590%-5.670%, maturing November 16, 2012

4,802,449

Northwest Airlines, Inc.

B+

985,000

Term Loan, 9.830%, maturing November 23, 2010

944,164

1,000,000

Term Loan, 9.470%, maturing November 23, 2010

945,000

Standard Aero Holdings, Inc.

B+

4,361,538

Term Loan, 5.341%-5.358%, maturing August 20, 2012

4,432,413

Transdigm, Inc.

B+

1,975,050

(2)

Term Loan, 5.300%, maturing July 22, 2010

1,999,122

United Air Lines, Inc.

Ba2

BB-

1,980,875

Debtor in Possession Term Loan, 7.500%, maturing September 30, 2005

1,994,905

Wyle Holdings, Inc.

B+

2,000,000

Term Loan, 5.840%-5.960%, maturing January 28, 2011

2,031,250

28,576,696

Automobile: 6.9%

Accuride Corporation

B+

6,467,273

Term Loan, 5.250%-5.500%, maturing January 31, 2012

6,469,970

Affinia Group, Inc.

BB-

1,995,000

Term Loan, 5.440%, maturing November 30, 2011

1,970,063

Aftermarket Technology Corporation

Ba3

BB-

808,353

Term Loan, 6.150%-6.170%, maturing February 08, 2008

817,194

1,203,331

Term Loan, 6.140%-6.170%, maturing February 08, 2008

1,215,364

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				*Bank Loan*
				*Ratings†*
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Automobile: (continued)*
			Carey International, Inc.	NR	NR
$	2,500,000		Term Loan, 8.750%, maturing April 18, 2011			$	2,496,095
			Dayco Products, LLC	B1	BB-
1,463,763			Term Loan, 5.770%-6.520%, maturing June 23, 2011			1,481,145
			Dura Operating Corporation	B2	B+
4,000,000		(2)	Term Loan, 6.590%, maturing May 03, 2011			4,000,000
			Federal-Mogul Corporation	NR	B+
3,350,000			Revolver, 5.250%-5.500%, maturing November 01, 2009			3,350,000
			Goodyear Tire & Rubber Company	Ba3	BB
5,000,000			Term Loan, 4.670%, maturing April 30, 2010			5,007,815
			Goodyear Tire & Rubber Company	B2	B+
6,000,000			Term Loan, 5.890%, maturing April 30, 2010			5,989,998
			Grand Vehicle Works Holdings Corporation	B2	B+
2,977,500			Term Loan, 6.100%-8.100%, maturing July 31, 2010			2,828,625
			HLI Operating Company, Inc.	B1	BB-
909,301			Term Loan, 6.020%-7.120%, maturing June 03, 2009			912,711
			Key Automotive Group	B1	BB-
1,926,298			Term Loan, 6.080%-8.000%, maturing June 29, 2010			1,916,667
			Keystone Automotive Industries, Inc.	B1	B+
1,245,652			Term Loan, 4.710%-5.030%, maturing October 30, 2009			1,253,957
			Motorsport Aftermarket Group, Inc.	B2	B
540,000			Term Loan, 6.110%, maturing December 15, 2011			543,375
1,593,800			Term Loan, 6.350%, maturing December 15, 2011			1,603,761
			RJ Tower Corporation	Ba3	BBB
4,000,000			Term Loan, 6.188%, maturing February 02, 2007			3,998,752
			Safelite Glass Corporation	B3	B+
6,175,480			Term Loan, 8.100%, maturing September 30, 2007			5,604,248
12,312,159			Term Loan, 8.600%, maturing September 30, 2007			11,173,285
			Tenneco Automotive, Inc.	B1	B+
1,129,257			Term Loan, 5.540%, maturing December 12, 2010			1,134,903
			TRW Automotive Acquisitions Corporation	Ba2	BB+
7,481,250			Term Loan, 4.375%, maturing June 30, 2012			7,453,195
			United Components, Inc.	B1	BB-
2,706,667			Term Loan, 5.750%, maturing June 30, 2010			2,750,650
						73,971,773

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				*Bank Loan*
				*Ratings†*
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Banking: 0.3%*
			Outsourcing Solutions, Inc.	NR	NR
$	2,888,234		Term Loan, 8.090%, maturing December 09, 2008			$	2,908,091
						2,908,091
*Beverage, Food and Tobacco: 5.2%*
			Birds Eye Foods, Inc.	B1	B+
6,497,243			Term Loan, 5.850%, maturing June 30, 2008			6,554,906
			Commonwealth Brands, Inc.	B1	B+
3,731,251			Term Loan, 6.438%, maturing August 28, 2007			3,773,227
			Constellation Brands, Inc.	Ba2	BB
14,539,583			Term Loan, 4.563%-5.188%, maturing November 30, 2011			14,611,278
			Dr. Pepper Bottling Company of Texas, Inc.	B1	BB-
3,523,671			Term Loan, 5.080%-5.339%, maturing December 19, 2010			3,570,469
			Golden State Foods Corporation	B1	B+
3,960,000			Term Loan, 4.940%, maturing February 28, 2011			3,994,650
			Keystone Foods Holdings, LLC	Ba3	B+
4,136,394			Term Loan, 4.630%-4.875%, maturing June 16, 2011			4,185,514
			Michael Foods, Inc.	B1	B+
3,651,006			Term Loan, 5.090%-5.340%, maturing November 21, 2010			3,701,208
			National Dairy Holdings, L.P.	B1	BB-
1,500,000			Term Loan, 5.190%, maturing March 15, 2012			1,512,188
			Pierre Foods, Inc.	B1	B+
4,404,167			Term Loan, 5.440%-5.690%, maturing June 30, 2010			4,445,456
			Southern Wine & Spirits of America, Inc.	Ba3	BB+
2,929,973			Term Loan, 5.350%, maturing July 02, 2008			2,953,779
			Sturm Foods, Inc.	B2	B+
1,500,000		(5)	Term Loan, maturing May 26, 2011			1,505,625
			Sturm Foods, Inc.	B3	B-
500,000		(5)	Term Loan, maturing May 26, 2012			500,625
			Vitaquest International, LLC	B2	B
4,500,000			Term Loan, 6.300%, maturing March 17, 2011			4,500,000
						55,808,925
*Buildings and Real Estate: 10.0%*
			Associated Materials, Inc.	B2	B
1,750,000			Term Loan, 5.000%-5.170%, maturing August 29, 2010			1,760,938
			Atrium Companies, Inc.	B1	B
2,992,500			Term Loan, 5.600%-5.650%, maturing December 28, 2011			2,977,538

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				*Bank Loan*
				*Ratings†*
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Buildings and Real Estate: (continued)*
			Builders Firstsource, Inc.	B1	B+
$	5,000,000		Term Loan, 5.410%, maturing August 11, 2011			$	5,037,500
			Building Materials Holding Corporation	Ba2	BB-
1,965,000			Term Loan, 5.350%, maturing August 21, 2010			1,969,913
			Contech Construction Products, Inc.	Ba3	BB-
1,496,250			Term Loan, 5.540%-7.500%, maturing December 07, 2010			1,514,953
			Crescent Real Estate Equities, L.P.	B1	BB+
2,130,585			Term Loan, 5.110%-5.331%, maturing January 12, 2006			2,148,563
			Custom Building Products, Inc.	B1	B+
4,250,000			Term Loan, 5.370%, maturing October 31, 2011			4,268,594
			DMB Newco, LLC	NR	NR
3,850,670			Term Loan, 5.530%-5.729%, maturing February 28, 2009			3,860,297
			General Growth Properties, Inc.	Ba2	BB+
18,420,001			Term Loan, 5.340%, maturing November 12, 2007			18,521,698
16,961,880			Term Loan, 5.340%, maturing November 10, 2008			17,088,212
			Headwaters, Inc.	B1	B+
3,858,114			Term Loan, 5.400%-7.250%, maturing April 30, 2011			3,912,771
			Macerich Partnership, L.P.	NR	BB+
3,500,000			Term Loan, 4.890%, maturing April 25, 2006			3,504,375
2,500,000			Term Loan, 4.575%, maturing April 25, 2010			2,500,000
			Maguire Properties, Inc.	Ba2	BB
2,000,000			Term Loan, 4.840%, maturing March 15, 2010			2,015,000
			Masonite International Corporation	B2	B+
4,995,745			Term Loan, 5.140%-5.210%, maturing April 06, 2013			4,993,402
5,004,255			Term Loan, 5.140%-5.210%, maturing April 06, 2013			5,001,908
			NCI Building Systems, Inc.	Ba2	BB
1,451,250			Term Loan, 5.210%-5.420%, maturing September 15, 2008			1,464,403
			Nortek, Inc.	B2	B
6,943,893			Term Loan, 5.340%, maturing August 27, 2011			6,982,085
			PGT Industries, Inc.	B1	B
923,000		(5)	Term Loan, maturing January 29, 2010			932,230
			Ply Gem Industries, Inc.	B1	B+
553,571			Revolver, 5.590%-5.770%, maturing February 12, 2009			525,892

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Buildings and Real Estate: (continued)*
		Ply Gem Industries, Inc. (continued)
$	617,500	Term Loan, 5.280%, maturing March 15, 2010			$	617,500
1,498,134		Term Loan, 5.600%, maturing February 12, 2011			1,498,134
4,202,265		Term Loan, 5.280%, maturing October 01, 2011			4,202,265
		St. Marys Cement, Inc.	B1	BB-
5,438,693		Term Loan, 5.093%, maturing December 04, 2009			5,506,677
		Trustreet Properties, Inc.	Ba3	BB
3,000,000		Term Loan, 5.090%, maturing March 31, 2010			3,024,375
		Werner Holdings Company, Inc.	B3	B-
500,000		Term Loan, 6.340%-7.090%, maturing June 11, 2009			498,125
					106,327,348
*Cargo/Transport: 3.0%*
		Atlantic Express Transportation Corporation	B3	CCC+
3,000,000		Floating Rate Note, 12.610%, maturing April 15, 2008			2,880,000
		Baker Tanks, Inc.	B2	B
3,352,598		Term Loan, 5.743%-5.980%, maturing January 30, 2011			3,390,314
		Gemini Leasing, Inc.	NR	NR
1,827,887		Term Loan, 6.110%, maturing December 31, 2011			913,943
		Helm Holding Corporation	B2	B+
3,482,500		Term Loan, 5.851%, maturing July 02, 2010			3,521,678
		Horizon Lines, LLC	B2	B
2,481,250		Term Loan, 5.620%, maturing July 07, 2011			2,506,063
		Kansas City Southern Railway Company	B1	BB+
1,506,225		Term Loan, 4.760%-4.870%, maturing March 30, 2008			1,519,028
		Neoplan USA Corporation	NR	NR
1,867,500		Revolver, 7.210%, maturing June 30, 2006			1,867,500
5,360,479		Term Loan, 8.710%, maturing June 30, 2006			5,360,479
		Pacer International, Inc.	B1	BB-
1,635,294		Term Loan, 5.063%-5.313%, maturing June 10, 2010			1,651,646
		Railamerica, Inc.	Ba3	BB
392,795		Term Loan, 5.313%, maturing September 29, 2011			399,178
3,322,835		Term Loan, 5.313%, maturing September 29, 2011			3,376,831
		Transport Industries, L.P.	B2	B+
2,525,886		Term Loan, 7.125%, maturing June 13, 2010			2,538,516
		United States Shipping, LLC	Ba3	BB-
1,908,654		Term Loan, 5.093%, maturing April 30, 2010			1,928,338
					31,853,514

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

Bank Loan

Ratings†

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Cellular: 5.9%

Cellular South, Inc.

Ba3

B+

1,985,000

Term Loan, 5.180%-6.750%, maturing May 04, 2011

2,002,369

Centennial Cellular Operating Company

B-

10,864,975

Term Loan, 5.343%-5.770%, maturing February 09, 2011

10,960,043

Cricket Communications, Inc.

B-

11,471,250

Term Loan, 5.593%, maturing December 20, 2010

11,480,209

(2)

IWO Escrow Company

CCC+

3,175,000

Floating Rate Note, 6.891%, maturing January 15, 2012

3,159,125

Nextel Partners Operating Corporation

Ba2

B+

6,500,000

Term Loan, 4.438%, maturing May 31, 2012

6,519,500

Ntelos, Inc.

4,488,750

Term Loan, 5.610%, maturing August 25, 2011

4,473,789

Ntelos, Inc.

CCC+

1,000,000

Term Loan, 8.110%, maturing February 25, 2012

981,563

Rogers Wireless, Inc.

Ba3

2,500,000

Floating Rate Note, 6.135%, maturing December 15, 2010

2,606,250

Rural Cellular Corporation

B-

2,500,000

Floating Rate Note, 7.510%, maturing March 15, 2010

2,531,250

Triton PCS, Inc.

B-

2,992,500

Term Loan, 6.360%, maturing November 18, 2009

3,005,592

Western Wireless Corporation

B-

14,887,500

Term Loan, 6.090%-6.250%, maturing May 31, 2011

14,958,840

62,678,530

Chemicals, Plastics and Rubber: 9.9%

Brenntag, AG

BB-

4,000,000

Term Loan, 5.880%, maturing February 27, 2012

4,049,832

Celanese, AG

B+

4,000,000

Term Loan, 3.090%, maturing April 06, 2009

4,055,000

4,038,672

Term Loan, 5.625%, maturing April 06, 2011

4,101,146

Hawkeye Renewables, LLC

2,500,000

Term Loan, 6.005%, maturing January 31, 2012

2,375,000

Hercules, Inc.

Ba1

4,244,344

Term Loan, 4.843%-4.873%, maturing October 08, 2010

4,293,422

Huntsman International, LLC

Ba3

BB-

16,691,962

Term Loan, 5.375%, maturing December 31, 2010

16,977,111

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			*Bank Loan*
			*Ratings†*
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Chemicals, Plastics and Rubber:* *(continued)*
		Huntsman, LLC	B1	BB-
$	13,000,000	Term Loan, 6.120%, maturing March 31, 2010			$	13,199,069
		Innophos, Inc.	B2	B
1,493,214		Term Loan, 5.220%-5.550%, maturing August 13, 2010			1,496,014
		JohnsonDiversey, Inc.	B1	BB-
2,333,018		Term Loan, 4.960%, maturing November 03, 2009			2,338,851
3,005,125		Term Loan, 4.831%-4.960%, maturing November 03, 2009			3,035,645
		Kraton Polymers, LLC	B1	B+
1,456,039		Term Loan, 5.563%-6.125%, maturing December 23, 2010			1,474,240
		Nalco Company	B1	BB-
14,982,417		Term Loan, 4.920%-5.090%, maturing November 04, 2010			15,152,302
		Polypore, Inc.	B1	B
9,350,000		Term Loan, 5.350%, maturing November 12, 2011			9,466,874
		PQ Corporation	B1	B+
2,500,000		Term Loan, 5.125%, maturing February 11, 2012			2,508,595
		Rockwood Specialties Group, Inc.	B1	B+
16,625,000		Term Loan, 5.430%, maturing July 30, 2012			16,721,492
		Supresta, LLC	NR	B+
3,973,109		Term Loan, 6.100%, maturing July 30, 2012			3,983,042
					105,227,635
*Containers, Packaging and Glass: 8.8%*
		Appleton Papers, Inc.	Ba3	BB
1,488,750		Term Loan, 5.440%-5.730%, maturing June 11, 2010			1,500,382
		Berry Plastics Corporation	B1	B+
3,461,690		Term Loan, 5.090%, maturing June 30, 2010			3,487,653
		Boise Cascade Corporation	Ba3	BB
9,500,000		Term Loan, 4.969%, maturing October 29, 2011			9,602,914
		BWAY Corporation	B1	B+
1,302,000		Term Loan, 5.375%, maturing June 30, 2011			1,318,546
		Graham Packaging Company, L.P.	B2	B
7,481,250		Term Loan, 5.500%-5.688%, maturing October 07, 2011			7,557,933
		Graham Packaging Company, L.P.	B3	CCC+
1,500,000		Term Loan, 7.313%, maturing April 07, 2012			1,521,563
		Graphic Packaging International, Inc.	B1	B+
10,079,397		Term Loan, 5.290%-5.910%, maturing June 30, 2010			10,190,270
		Intertape Polymer Group, Inc.	Ba3	B+
2,736,250		Term Loan, 4.960%-7.250%, maturing July 28, 2011			2,780,714

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				*Bank Loan*
				*Ratings†*
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Containers, Packaging and Glass: (continued)*
			Kerr Group, Inc.	B1	BB-
$	2,115,171		Term Loan, 6.600%, maturing August 13, 2010			$	2,121,781
			Koch Cellulose, LLC	B1	BB
1,455,484			Term Loan, 4.840%, maturing May 07, 2011			1,471,404
			Lincoln Paper and Tissue, LLC	NR	NR
117,581			Term Loan, 6.670%, maturing November 28, 2005			117,581
6,700,000			Term Loan, 7.710%, maturing May 01, 2009			6,700,000
1,800,000			Term Loan, maturing 7.710%, May 01, 2009			1,800,000
12,239,568		(3)	Term Loan, maturing August 28, 2009			2,921,418
			Owens-Illinois Group, Inc.	B1	BB-
3,153,614			Term Loan, 5.870%, maturing April 01, 2008			3,206,832
			Pro Mach, Inc.	B1	B
2,493,750			Term Loan, 5.820%-5.890%, maturing December 01, 2011			2,528,039
			Silgan Holdings, Inc.	Ba3	BB
4,932,679			Term Loan, 4.870%, maturing November 30, 2008			4,953,490
			Smurfit-Stone Container Corporation	Ba3	BB-
10,442,690			Term Loan, 4.688%-5.125%, maturing November 01, 2011			10,571,594
3,213,135			Term Loan, 4.938%-5.125%, maturing November 01, 2011			3,252,798
			Solo Cup, Inc.	B1	B+
9,381,250			Term Loan, 5.093%-5.320%, maturing February 27, 2011			9,453,955
			U.S. Can Company	B3	B
4,464,950			Term Loan, 6.870%-6.940%, maturing January 10, 2010			4,487,275
			Xerium Technologies, Inc.	B1	BB-
2,500,000			Term Loan, 5.070%, maturing May 18, 2012			2,507,033
						94,053,175
*Data and Internet Services: 1.0%*
			Clientlogic Corporation	B3	B
1,000,000			Term Loan, 7.500%-7.750%, maturing February 28, 2012			1,000,937
			Clientlogic Corporation	Caa2	CCC+
1,000,000			Term Loan, 12.000%-12.125%, maturing August 28, 2012			1,005,000
			Data Transmission Network Corporation	B2	B+
2,500,000			Term Loan, 6.125%-6.188%, maturing March 17, 2012			2,501,563
			Worldspan, L.P.	B2	B
5,988,889			Term Loan, 5.750%-6.000%, maturing February 16, 2010			5,749,333
						10,256,833

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			*Bank Loan*
			*Ratings†*
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Diversified/Conglomerate Manufacturing: 3.9%*
		Axia, Inc.	B2	B
$	1,790,977	Term Loan, 6.860%-7.360%, maturing November 30, 2010			$	1,814,484
		Brand Services, Inc.	B1	B
3,149,326		Term Loan, 6.351%-6.410%, maturing October 16, 2009			3,165,073
		Cinram International, Inc.	Ba3	BB
5,368,292		Term Loan, 5.910%, maturing September 30, 2009			5,419,962
		Dresser Rand, Inc.	B1	B+
1,413,729		Term Loan, 5.125%-5.438%, maturing October 01, 2010			1,430,694
		Dresser, Inc.	Ba3	BB-
2,866,154		Term Loan, 5.600%, maturing April 10, 2009			2,903,176
		Flowserve Corporation	Ba3	BB-
537,228		Term Loan, 5.625%, maturing June 30, 2006			540,809
1,962,657		Term Loan, 5.688%-5.875%, maturing June 30, 2009			1,992,097
		Gentek, Inc.	B2	B+
2,500,000		Term Loan, 5.760%-6.020%, maturing February 25, 2011			2,481,250
		Goodman Global Holdings, Inc.	B2	B+
1,995,000		Term Loan, 5.500%, maturing December 23, 2011			2,007,469
		Itron, Inc.	Ba3	BB-
284,392		Term Loan, 4.875%-5.063%, maturing July 01, 2011			285,814
		Mueller Group, Inc.	B2	B+
9,436,220		Term Loan, 5.740%-6.070%, maturing April 23, 2011			9,548,275
		Norcross Safety Products, LLC	B1	B+
819,231		Term Loan, 5.843%-6.130%, maturing March 20, 2009			820,510
		RLC Industries Company	B1	BB+
2,780,467		Term Loan, 4.593%, maturing February 26, 2009			2,790,893
		Sensus Metering Systems, Inc.	B2	B+
1,700,000		Term Loan, 5.403%-5.784%, maturing December 17, 2010			1,717,000
255,000		Term Loan, 5.403%-5.784%, maturing December 17, 2010			257,550
		Universal Compression, Inc.	Ba2	BB
4,000,000		Term Loan, 4.850%, maturing February 15, 2012			4,051,876
					41,226,932
*Diversified/Conglomerate Service: 4.9%*
		Amerco, Inc.	NR	BB
12,869,618		Term Loan, 7.090%, maturing February 27, 2009			13,094,837

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				*Bank Loan*
				*Ratings†*
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Diversified/Conglomerate Service: (continued)*
			Fidelity National Information Solutions, Inc.	Ba3	BB
$	27,750,000		Term Loan, 4.840%, maturing March 09, 2013			$	27,590,438
			Iron Mountain, Inc.	B2	BB-
6,976,667			Term Loan, 4.875%-6.750%, maturing April 02, 2011			7,021,722
2,269,060			Term Loan, 5.120%, maturing April 02, 2011			2,282,391
			Relizon Company	B1	BB-
1,896,281		(5)	Term Loan, maturing February 20, 2011			1,904,578
						51,893,966
*Ecological: 2.8%*
			Allied Waste North America, Inc.	B1	BB
14,161,819			Term Loan, 5.090%-5.520%, maturing January 15, 2012			14,177,553
5,405,405			Term Loan, 3.100%, maturing January 15, 2012			5,411,319
			Envirosolutions, Inc.	NR	NR
1,159,045			Term Loan, 7.620%, maturing March 01, 2009			1,159,045
3,559,091			Term Loan, 7.620%, maturing March 01, 2009			3,554,641
			IESI Corporation	B1	BB
1,800,000			Term Loan, 5.150%-5.284%, maturing January 14, 2012			1,813,500
			WCA Waste Systems, Inc.	B3	B
3,500,000			Term Loan, 6.170%, maturing April 28, 2011			3,508,750
						29,624,808
*Electronics: 1.6%*
			Acterna, LLC	NR	NR
471,854			Term Loan, 12.000%, maturing October 14, 2008			474,803
			Decision One Corporation	B3	CCC
10,541,011		(3)	Term Loan, maturing April 18, 2005			2,734,338
			Invensys International Holdings, Ltd.	Ba3	B+
1,961,332			Term Loan, 6.881%, maturing September 05, 2009			1,988,301
			Knowles Electronics, Inc.	B3	B-
2,063,305			Term Loan, 8.400%, maturing June 29, 2007			2,078,780
			ON Semiconductor Corporation	B3	B
5,970,000			Term Loan, 6.125%, maturing December 15, 2011			6,028,457
			SI International, Inc.	B1	B+
1,750,000			Term Loan, 5.780%, maturing February 09, 2011			1,771,875
			Transaction Network Services, Inc.	Ba3	BB-
2,500,000			Term Loan, 7.000%, maturing May 04, 2012			2,506,250
						17,582,804

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			*Bank Loan*
			*Ratings†*
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Farming and Agriculture: 0.7%*
		AGCO Corporation	Ba1	BB+
$	4,578,333	Term Loan, 4.820%-4.840%, maturing March 31, 2008			$	4,624,117
		Vicar Operating, Inc.	Ba3	BB-
3,000,000		Term Loan, 6.500%, maturing May 16, 2011			3,007,500
					7,631,617
*Finance: 0.9%*
		Refco Finance Holdings, LLC	B1	BB-
3,028,096		Term Loan, 5.090%, maturing August 05, 2011			3,031,503
		Rent-A-Center, Inc.	Ba2	BB+
5,955,000		Term Loan, 4.460%, maturing June 30, 2010			6,035,392
					9,066,895
*Gaming: 5.2%*
		Ameristar Casinos, Inc.	Ba3	BB
958,101		Term Loan, 5.063%, maturing December 20, 2006			969,677
2,211,981		Term Loan, 5.063%, maturing December 20, 2006			2,238,708
		Argosy Gaming Company	Ba2	BB
1,990,000		Term Loan, 4.850%, maturing July 31, 2008			1,994,145
		Boyd Gaming Corporation	Ba2	BB
6,451,250		Term Loan, 4.530%-5.130%, maturing June 30, 2011			6,505,008
		Global Cash Access, LLC	B2	B+
2,443,269		Term Loan, 5.351%, maturing March 10, 2010			2,479,156
		Green Valley Ranch Gaming, LLC	NR	NR
2,478,787		Term Loan, 5.101%, maturing December 24, 2010			2,497,378
		Herbst Gaming, Inc.	B3	B+
1,000,000		Term Loan, 5.343%-5.630%, maturing January 31, 2011			1,013,750
		Isle of Capri Casinos, Inc.	Ba2	BB-
1,496,250		Term Loan, 4.840%-4.970%, maturing February 04, 2011			1,511,680
		Marina District Finance Company, Inc.	NR	NR
1,995,000		Term Loan, 4.843%-5.130%, maturing October 20, 2011			2,010,794
		Opbiz, LLC	B3	B-
7,244,957		Term Loan, 6.100%, maturing September 01, 2010			7,270,618
17,651		Term Loan, 7.100%, maturing September 01, 2010			17,714
		Pinnacle Entertainment, Inc.	B1	BB-
500,000		Term Loan, 6.110%, maturing August 27, 2010			507,813
		Resorts International Hotel and Casino, Inc.	B2	B+
4,921,260		Term Loan, 5.610%, maturing April 26, 2012			4,955,094
		Resorts International Hotel and Casino, Inc.	B3	B-
1,500,000		Term Loan, 8.851%, maturing April 26, 2013			1,498,751

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			*Bank Loan*
			*Ratings†*
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Gaming: (continued)*
		Ruffin Gaming, LLC	NR	NR
$	4,000,000	Term Loan, 6.375%, maturing July 14, 2007			$	4,005,000
		Trump Entertainment Resorts Holdings, L.P.	B2	BB-
1,250,000		Term Loan, 5.590%, maturing May 20, 2012			1,266,406
		United Auburn Indian Community	Ba3	BB+
2,621,622		Term Loan, 7.593%, maturing January 24, 2009			2,631,453
		Venetian Casino Resorts, LLC	B1	BB-
12,435,897		Term Loan, 4.810%, maturing June 15, 2011			12,529,166
					55,902,311
*Grocery: 0.3%*
		Giant Eagle, Inc.	Ba2	BB+
1,028,463		Term Loan, 5.220%, maturing August 06, 2009			1,039,390
1,884,074		Term Loan, 5.100%-5.220%, maturing August 06, 2009			1,904,093
					2,943,483
*Healthcare, Education and Childcare: 12.8%*
		Accellent Corporation	B2	B+
1,736,875		Term Loan, 5.340%, maturing June 30, 2010			1,749,902
		Accredo Health, Inc.	Ba2	BB
3,695,212		Term Loan, 4.860%, maturing April 30, 2011			3,707,916
		Advanced Medical Optics, Inc.	B1	BB-
3,289,459		Term Loan, 5.091%-5.214%, maturing June 25, 2009			3,333,317
		Alliance Imaging, Inc.	B1	B+
2,844,929		Term Loan, 5.313%-5.563%, maturing December 29, 2011			2,858,266
		AMR HoldCo, Inc./EmCare HoldCo, Inc.	B2	B+
5,000,000		Term Loan, 5.500%-5.910%, maturing February 15, 2012			5,060,940
		Block Vision Holdings Corporation	NR	NR
26,956		Revolver, 7.130%, maturing December 31, 2005			26,956
13,365		Term Loan, 13.000%, maturing July 30, 2007			—
		Community Health Systems, Inc.	Ba3	BB-
24,435,502		Term Loan, 4.850%-5.070%, maturing August 19, 2011			24,690,047
		Concentra Operating Corporation	B1	B+
1,373,015		Term Loan, 5.590%-6.020%, maturing June 30, 2010			1,387,318
		Cooper Companies	Ba3	BB
2,000,000		Term Loan, 5.000%, maturing January 06, 2012			2,023,750
		CRC Health Corporation	B2	B+
1,500,000		Term Loan, 7.750%, maturing May 05, 2011			1,505,625
		Encore Medical IHC, Inc.	B1	B
1,975,000		Term Loan, 6.090%-6.430%, maturing October 04, 2010			1,995,984

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			*Bank Loan*
			*Ratings†*
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		Eye Care Centers of America, Inc.	B2	B
$	2,500,000	Term Loan, 6.090%-6.370%, maturing February 16, 2012			$	2,526,563
		Fisher Scientific International, Inc.	Ba2	BBB
2,481,250		Term Loan, 4.593%, maturing August 02, 2011			2,499,343
		Healthcare Partners, LLC	B1	BB
3,000,000		Term Loan, 5.300%-6.750%, maturing February 04, 2011			3,024,375
		Healthsouth Corporation	NR	NR
3,937,500		Term Loan, 5.590%, maturing March 21, 2010			3,944,883
1,062,500		Term Loan, 5.370%, maturing March 21, 2010			1,064,492
		Iasis Healthcare Corporation	B1	B+
8,932,500		Term Loan, 5.340%-5.370%, maturing June 30, 2011			9,038,573
		Insight Health Services Corporation	B1	B
357,373		Term Loan, 7.093%, maturing October 17, 2008			357,820
82,471		Term Loan, 7.093%, maturing October 17, 2008			82,574
41,235		Term Loan, 7.093%, maturing October 17, 2008			41,287
1,109,479		Term Loan, 6.843%, maturing October 17, 2008			1,110,866
		Kinetic Concepts, Inc.	Ba3	BB
4,861,858		Term Loan, 4.850%, maturing August 11, 2010			4,893,766
		Leiner Health Products Group, Inc.	B1	B
4,466,250		Term Loan, 6.100%-6.380%, maturing May 27, 2011			4,549,992
		Lifepoint Hospitals	Ba3	BB
9,900,000		Term Loan, 4.715%, maturing April 15, 2012			9,920,107
		Magellan Health Services, Inc.	B1	B+
1,322,917		Term Loan, 5.260% maturing April 15, 2008			1,341,107
		Pacificare Health Systems, Inc.	Ba2	BBB-
9,623,317		Term Loan, 4.250%-4.938%, maturing December 13, 2010			9,666,622
		Rural/Metro Operating Company, LLC	B2	B
411,765		Term Loan, 5.439%, maturing March 04, 2011			414,339
1,505,881		Term Loan, 5.430%, maturing March 04, 2011			1,515,293
		Select Medical Corporation	B1	BB-
2,500,000		Term Loan, 4.840%-5.040%, maturing February 24, 2012			2,496,875
		SFBC International, Inc.	B2	B+
611,979		Term Loan, 6.100%, maturing December 31, 2010			618,099

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			*Bank Loan*
			*Ratings†*
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		Skilled Healthcare Group, Inc.	B1	B
$	5,050,874	Term Loan, 5.910%, maturing July 31, 2010			$	5,080,335
345,005		Term Loan, 5.910%, maturing July 31, 2010			347,017
		Sterigenics International, Inc.	B2	B+
3,466,250		Term Loan, 6.010%, maturing June 14, 2011			3,509,578
		Sybron Dental Management, Inc.	Ba2	BB+
572,038		Term Loan, 4.840%-4.940%, maturing June 06, 2009			574,541
		Triad Hospitals, Inc.	Ba3	BB
1,469,951		Term Loan, 5.360%, maturing September 30, 2008			1,485,175
		Vanguard Health Systems, Inc.	B2	B
13,039,487		Term Loan, 6.340%, maturing September 23, 2011			13,218,780
		VWR International, Inc.	B2	B+
5,034,334		Term Loan, 5.650%, maturing April 07, 2011			5,068,945
					136,731,368
*Home and Office Furnishings: 3.5%*
		Buhrmann U.S., Inc.	Ba3	BB-
3,955,113		Term Loan, 5.223%-5.460%, maturing December 31, 2010			4,005,789
		Global Imaging Systems, Inc.	Ba3	BB-
2,483,737		Term Loan, 4.590%-4.750%, maturing May 10, 2010			2,491,499
		Holmes Group, Inc.	B1	B
3,967,513		Term Loan, 5.840%, maturing November 8, 2011			4,002,228
		Identity Group, Inc.	NR	NR
3,574,094		Term Loan, 7.250%, maturing April 30, 2006			3,109,462
		Juno Lighting, Inc.	B1	B+
3,891,136		Term Loan, 5.610%-7.500%, maturing November 21, 2010			3,939,776
		Maax Corporation	B2	B
2,720,000		Term Loan, 5.700%-5.979%, maturing June 04, 2011			2,733,600
		National Bedding Company	Ba3	BB-
498,750		Term Loan, 4.880%-5.380%, maturing December 31, 2010			504,829
		Sealy Mattress Company	B1	B+
8,048,673		Term Loan, 4.829%-6.500%, maturing April 06, 2012			8,080,529
		Simmons Company	B2	B+
8,246,994		Term Loan, 5.438%-7.500%, maturing December 19, 2011			8,283,074
					37,150,786
*Insurance: 2.1%*
		CCC Information Services, Inc.	B1	B+
3,864,081		Term Loan, 5.841%, maturing August 20, 2010			3,912,381

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				*Bank Loan*
				*Ratings†*
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Insurance: (continued)*
			Conseco, Inc.	B2	BB-
$	14,383,510		Term Loan, 6.601%, maturing June 22, 2010			$	14,513,867
			Mitchell International, Inc.	B1	B+
1,354,514			Term Loan, 5.840%, maturing August 15, 2011			1,375,679
			Vertafore, Inc.	B2	B
2,407,212			Term Loan, 5.840%-6.260%, maturing December 22, 2010			2,422,257
			Vertafore, Inc.	B3	NR
500,000			Term Loan, 9.510%, maturing December 22, 2011			502,500
						22,726,684
*Leisure, Amusement, Entertainment: 10.5%*
			24 Hour Fitness Worldwide, Inc.	B1	B
7,807,770			Term Loan, 6.250%, maturing July 01, 2009			7,832,169
			AMF Bowling Worldwide, Inc.	B1	B
1,458,566			Term Loan, 6.090%-6.294%, maturing August 27, 2009			1,468,139
			Cinemark USA, Inc.	Ba3	BB-
1,485,000			Term Loan, 4.840%-5.180%, maturing March 31, 2011			1,506,347
			Hollywood Theaters, Inc.	B2	B
2,729,375			Term Loan, 6.350%, maturing July 31, 2009			2,763,492
			Kerasotes Theatres, Inc.	B1	B
5,985,000			Term Loan, 5.373%, maturing October 31, 2011			6,063,553
			Lodgenet Entertainment Corporation	Ba3	BB+
3,691,637			Term Loan, 5.843%, maturing August 29, 2008			3,740,666
			Loews Cineplex Entertainment Corporation	B1	B
7,386,011			Term Loan, 5.373%-5.460%, maturing July 31, 2011			7,489,297
			Metro-Goldwyn-Mayer Studios, Inc.	Ba3	B+
1,000,000		(5)	Term Loan, maturing April 08, 2011			998,203
32,500,000			Term Loan, 5.380%, maturing April 08, 2012			32,571,110
			Pure Fishing, Inc.	B1	B+
2,970,000			Term Loan, 5.850%-6.130%, maturing September 30, 2010			3,003,413
			Regal Cinemas, Inc.	Ba3	BB-
13,438,947			Term Loan, 4.843%, maturing November 10, 2010			13,520,535
			Riddell Bell Holding, Inc.	B1	BB-
1,492,500			Term Loan, 5.610%-7.500%, maturing September 28, 2011			1,503,694
			Six Flags Theme Parks, Inc.	B1	B-
2,100,000			Revolver, 5.840%, maturing June 30, 2008			2,065,875
5,915,171			Term Loan, 5.590%-5.720%, maturing June 30, 2009			5,955,838
			Universal City Development Partners, L.P.	Ba3	BB-
4,987,500			Term Loan, 5.100%-5.270%, maturing June 09, 2011			5,028,023

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Leisure, Amusement, Entertainment: (continued)*
		WMG Acquisition Corporation	B1	B+
$	16,452,176	Term Loan, 5.150%-5.520%, maturing February 28, 2011			$	16,489,884
					112,000,238
*Lodging: 1.0%*
		CNL Hotel Del Senior Mezz Partners, L.P.	NR	NR
7,500,000		Term Loan, 5.210%, maturing February 09, 2008			7,518,750
		Wyndham International, Inc.	B3	B
258,621		Term Loan, 6.340%, maturing May 10, 2011			259,914
2,741,379		Term Loan, 6.375%, maturing May 10, 2011			2,757,484
					10,536,148
*Machinery: 3.7%*
		Alliance Laundry Holdings, LLC	B1	B
3,465,000		Term Loan, 5.340%, maturing January 27, 2012			3,489,543
		Blount, Inc.	B2	B+
4,371,910		Term Loan, 5.840%-5.870%, maturing August 09, 2010			4,415,629
		Enersys, Inc.	Ba3	BB
4,244,548		Term Loan, 5.090%-5.300%, maturing March 17, 2011			4,304,239
		Maxim Crane Works, L.P.	B2	BB-
2,236,111		Term Loan, 5.813%, maturing January 25, 2010			2,273,845
		Maxim Crane Works, L.P.	B3	B+
1,500,000		Term Loan, 8.563%, maturing January 30, 2012			1,534,688
		National Waterworks, Inc.	B1	B+
2,525,510		Term Loan, 5.600%, maturing November 22, 2009			2,553,921
		Rexnord Corporation	B1	B+
7,701,389		Term Loan, 5.340%-7.000%, maturing December 31, 2011			7,732,680
		Terex Corporation	B1	BB-
862,907		Term Loan, 5.222%, maturing July 03, 2009			873,333
1,198,262		Term Loan, 5.390%, maturing December 31, 2009			1,213,740
		United Rentals (North America), Inc.	Ba3	BB
10,230,000		Term Loan, 5.350%, maturing February 14, 2011			10,375,460
		Vutek, Inc.	B1	B+
1,000,000		Term Loan, 8.500%, maturing June 25, 2010			1,002,500
					39,769,578
*Mining, Steel, Iron and Nonprecious Metals: 1.9%*
		Carmeuse Lime, Inc.	NR	NR
2,000,000		Term Loan, 6.750%, maturing April 30, 2011			2,010,000
		Foundation Coal Corporation	Ba3	BB-
3,071,809		Term Loan, 4.780%-5.380%, maturing July 30, 2011			3,120,444

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Mining, Steel, Iron and Nonprecious Metals: (continued)*
			International Coal Group, LLC	B2	B-
$	1,492,500		Term Loan, 5.880%, maturing October 01, 2010			$	1,513,022
			Novelis, Inc.	Ba2	BB-
3,414,941			Term Loan, 4.960%, maturing January 06, 2012			3,446,480
5,931,213			Term Loan, 4.960%, maturing January 06, 2012			5,985,994
			Trout Coal Holdings, LLC	B3	B
4,500,000			Term Loan, 5.590%-6.000%, maturing March 18, 2010			4,492,265
						20,568,205
*North American Cable: 17.1%*
		(2)	Adelphia Communications Corporation	NR	BBB
11,000,000			Debtor in Possession Term Loan, 5.375%, maturing March 31, 2006			11,056,716
			Atlantic Broadband Finance, LLC	B2	B
2,000,000			Term Loan, 5.700%, maturing August 04, 2012			2,013,750
			Bragg Communications, Inc.	B1	NR
2,481,250			Term Loan, 5.820%, maturing August 31, 2011			2,504,512
			Bresnan Communications, LLC	B1	BB-
5,000,000			Term Loan, 6.450%-6.650%, maturing December 31, 2007			5,062,500
			Cebridge Connections, Inc.	NR	NR
1,485,000			Term Loan, 5.874%-6.400%, maturing February 23, 2009			1,489,641
2,460,038			Term Loan, 9.093%-9.520%, maturing February 23, 2010			2,463,113
		(2)	Century Cable Holdings, LLC	Caa1	NR
1,230,000			Revolver, 7.000%, maturing March 31, 2009			1,198,866
19,357,940			Term Loan, 8.000%, maturing June 30, 2009			19,115,966
5,500,000			Term Loan, 8.000%, maturing December 31, 2009			5,440,875
			Charter Communications Operating, LLC	B2	B
7,000,000			Term Loan, 6.190%, maturing April 27, 2010			6,918,625
48,627,513			Term Loan, 6.370%-6.440%, maturing April 27, 2011			48,378,831
		(2)	Hilton Head Communications, L.P.	Caa1	NR
7,000,000			Revolver, 6.000%, maturing September 30, 2007			6,825,000
8,500,000			Term Loan, 7.250%, maturing March 31, 2008			8,345,938
			Insight Midwest Holdings, LLC	Ba3	BB
1,975,000			Term Loan, 5.875%, maturing December 31, 2009			1,998,578
16,293,750			Term Loan, 5.875%, maturing December 31, 2009			16,488,265

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*North American Cable: (continued)*
			Mediacom Communications Corporation	Ba3	BB-
$	11,000,000		Term Loan, 5.090%, maturing February 01, 2014			$	11,029,029
		(2)	Olympus Cable Holdings, LLC	B2	NR
7,500,000			Term Loan, 7.250%, maturing June 30, 2010			7,350,000
21,000,000			Term Loan, 8.000%, maturing September 30, 2010			20,601,882
			Persona Communication, Inc.	B2	B+
3,482,500			Term Loan, 6.093%, maturing August 01, 2011			3,509,709
			Puerto Rico Cable Acquisition Company	NR	NR
1,000,000			Term Loan, 6.625%, maturing November 30, 2010			1,008,750
						182,800,546
*Oil and Gas: 7.7%*
			El Paso Corporation	B3	B-
14,889,960			Term Loan, 5.875%, maturing November 23, 2009			14,980,952
			Getty Petroleum Marketing, Inc.	B1	BB-
5,682,567			Term Loan, 6.350%, maturing May 19, 2010			5,796,218
			Kerr-McGee Corporation	Ba3	BB+
21,000,000			Term Loan, 5.790%, maturing May 24, 2011			21,280,539
			LB Pacific, L.P.	B1	B-
4,000,000			Term Loan, 5.843%-6.130%, maturing February 15, 2012			4,040,000
			Lyondell-Citgo Refining, L.P.	Ba3	BB
1,985,000			Term Loan, 5.090%-5.510%, maturing May 21, 2007			2,016,016
			Magellan Midstream Holdings, L.P.	Ba2	BB
2,004,612			Term Loan, 5.090%, maturing December 10, 2011			2,022,153
			Mainline, L.P.	Ba3	BB-
7,472,917			Term Loan, 5.425%, maturing December 17, 2011			7,566,328
			Plains Resources, Inc.	B1	BB
3,593,371			Term Loan, 5.101%, maturing December 09, 2010			3,641,659
			Regency Gas Services, LLC	B1	B+
1,496,250			Term Loan, 5.530%-5.850%, maturing May 30, 2010			1,507,472
			Regency Gas Services, LLC	B3	B-
500,000			Term Loan, 8.780%, maturing November 30, 2010			502,500
			SemCrude, L.P.	Ba3	NR
9,576,923		(5)	Term Loan, maturing March 16, 2011			9,654,736
5,230,769		(5)	Term Loan, maturing March 16, 2011			5,273,269
			Williams Production RMT Company	B2	BB
3,941,369			Term Loan, 5.590%, maturing May 30, 2008			3,985,709
						82,267,551

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Other Broadcasting and Entertainment: 4.0%*
			Alliance Atlantis Communications, Inc.	Ba2	BB
$	2,324,396		Term Loan, 4.840%, maturing December 20, 2011			$	2,337,471
			DirecTV Holdings, LLC	Ba1	BB
15,000,000			Term Loan, 4.590%, maturing April 13, 2013			15,042,195
			Echostar DBS Corporation	Ba3	BB-
9,000,000			Floating Rate Note, 6.350%, maturing October 01, 2008			9,225,000
			Liberty Media Corporation	Baa3	BB+
4,500,000			Floating Rate Note, 4.510%, maturing September 17, 2006			4,522,004
			Rainbow National Services, LLC	B1	BB+
11,000,000			Term Loan, 5.880%-6.130%, maturing March 31, 2012			11,108,625
			Yankees Holdings, L.P.	NR	NR
314,286			Term Loan, 5.410%-5.710%, maturing June 25, 2007			317,428
						42,552,723
*Other Telecommunications: 4.5%*
			Consolidated Communications, Inc.	B1	B+
2,213,115			Term Loan, 5.351%, maturing March 31, 2010			2,218,648
2,458,378			Term Loan, 5.601%-5.770%, maturing October 14, 2011			2,475,279
			D&E Communications, Inc.	Ba3	BB-
2,962,184			Term Loan, 4.940%-7.000%, maturing December 31, 2011			2,973,292
			Fairpoint Communications, Inc.	B1	BB-
3,500,000			Term Loan, 5.125%-5.438%, maturing February 08, 2012			3,524,938
			GCI Holdings, Inc.	Ba2	BB+
2,087,144			Term Loan, 5.351%, maturing October 31, 2007			2,104,756
			Hawaiian Telcom Communications, Inc.	B1	B+
3,500,000			Term Loan, 7.250%, maturing October 31, 2012			3,537,188
			Intera Group, Inc.	NR	NR
2,473,623		(3)	Term Loan, maturing December 31, 2005			742,087
1,083,735		(3)	Term Loan, maturing December 31, 2005			—
2,135,651		(3)	Term Loan, maturing December 31, 2005			—
			Iowa Telecommunications Services, Inc.	Ba3	BB-
4,250,000			Term Loan, 4.970%-5.100%, maturing November 30, 2011			4,290,728
			Metrocall Holdings, Inc.	Ba3	NR
380,357			Term Loan, 5.590%, maturing November 16, 2006			383,210
			Qwest Communications International, Inc.	B3	B
9,000,000			Floating Rate Note, 7.031%, maturing February 15, 2009			8,887,500

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Other Telecommunications: (continued)*
			Qwest Corporation	B2	BB-
$	2,000,000		Term Loan, 7.390%, maturing June 30, 2007			$	2,058,906
			Time Warner Telecom Holdings, Inc.	B1	B
3,000,000			Floating Rate Note, 7.268%, maturing February 15, 2011			3,045,000
			Valor Telecommunications, LLC	Ba3	BB-
8,800,000			Term Loan, 5.100%-5.101%, maturing February 14, 2012			8,864,170
			Wiltel Communications Group, LLC	B2	B-
1,740,789			Term Loan, 6.601%, maturing October 01, 2009			1,710,326
			Wiltel Communications Group, LLC	Caa1	CCC+
750,000			Term Loan, 8.374%, maturing January 01, 2010			711,563
						47,527,591
*Personal and Nondurable Consumer Products: 5.6%*
			Amscan Holdings, Inc.	B1	B+
2,977,500			Term Loan, 5.620%-5.890%, maturing April 30, 2012			2,988,666
			Church & Dwight Company, Inc.	Ba2	BB
4,776,909			Term Loan, 4.840%, maturing May 30, 2011			4,832,642
			Fender Musical Instruments Corporation	B1	B+
2,500,000			Term Loan, 5.460%, maturing March 30, 2012			2,537,500
			Fender Musical Instruments Corporation	B3	B-
2,500,000			Term Loan, 7.710%, maturing September 30, 2012			2,500,000
			Hillman Group, Inc.	B2	B
2,970,000			Term Loan, 6.438%-6.688%, maturing March 30, 2011			2,996,917
			Hunter Fan Company	B1	B
1,000,000			Term Loan, 5.690%-5.910%, maturing March 24, 2012			996,250
			Jarden Corporation	B1	B+
11,257,537			Term Loan, 5.050%-5.093%, maturing August 15, 2011			11,326,725
			Norwood Promotional Products Holdings, Inc.	NR	NR
7,438,733		(3)	Term Loan, maturing August 16, 2011			2,994,090
			Norwood Promotional Products, Inc.	NR	NR
12,551,232			Term Loan, 9.500%, maturing August 16, 2009			12,425,719
			Oreck Corporation	B1	B+
1,995,000			Term Loan, 5.850%, maturing January 27, 2012			2,011,209
			Prestige Brands Holdings, Inc.	B1	B+
1,970,075			Term Loan, 5.380%-7.250%, maturing April 06, 2011			1,993,060
			Reddy Ice Group, Inc.	B1	B+
1,000,000		(5)	Term Loan, maturing March 31, 2012			1,006,875

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Personal and Nondurable Consumer Products: (continued)*
		Spectrum Brands, Inc.	B1	B+
$	11,100,000	Term Loan, 5.090%-5.270%, maturing February 06, 2012			$	11,185,559
					59,795,212
*Personal, Food and Miscellaneous: 3.5%*
		AFC Enterprises, Inc.	B1	B+
2,500,000		Term Loan, 5.375%, maturing May 11, 2011			2,512,500
		Alderwoods Group, Inc.	B1	BB-
2,026,326		Term Loan, 5.080%-5.480%, maturing September 29, 2009			2,050,389
		Burt’s Bees, Inc.	B2	B
1,250,000		Term Loan, 5.525%-6.134%, maturing March 24, 2011			1,263,280
		Carrols Corporation	B1	CCC+
3,493,750		Term Loan, 5.625%, maturing December 31, 2010			3,506,852
		Central Garden & Pet Company	Ba2	BB+
997,478		Term Loan, 4.840%-4.851%, maturing May 15, 2009			1,006,206
		Coinmach Corporation	B2	B
4,850,000		Term Loan, 6.125%, maturing July 25, 2009			4,916,688
		Coinstar, Inc.	Ba3	BB-
2,695,297		Term Loan, 5.130%, maturing July 07, 2011			2,735,726
		Culligan International Company	B1	B+
2,500,000		Term Loan, 5.590%, maturing September 30, 2011			2,522,395
		Del Laboratories, Inc.	B1	B
2,992,500		Term Loan, 5.210%-5.670%, maturing July 27, 2011			2,986,889
		Domino’s, Inc.	Ba3	B+
5,609,566		Term Loan, 4.875%, maturing June 25, 2010			5,686,697
		Jack In The Box, Inc.	Ba2	BB
3,443,744		Term Loan, 4.640%-5.170%, maturing January 09, 2011			3,473,877
		MD Beauty, Inc.	B2	B
2,000,000		Term Loan, 6.280%-6.370%, maturing February 18, 2012			2,012,500
		N.E.W. Customer Services Companies, Inc.	B1	B+
1,635,659		Term Loan, 6.938%-7.063%, maturing August 01, 2009			1,652,016
		Ruths Chris Steak House, Inc.	NR	NR
1,442,857		Term Loan, 6.250%, maturing March 11, 2011			1,446,464
					37,772,479
*Printing and Publishing: 12.9%*
		Adams Outdoor Advertising, L.P.	B1	B+
4,754,404		Term Loan, 5.150%, maturing October 18, 2012			4,803,436
		American Achievement Corporation	B1	B+
897,551		Term Loan, 5.581%-7.500%, maturing March 25, 2011			905,405

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Printing and Publishing: (continued)*
		American Media Operations, Inc.	Ba3	B+
$	946,564	Term Loan, 5.875%, maturing April 01, 2007			$	960,171
4,368,534		Term Loan, 5.875%, maturing April 01, 2007			4,431,331
		American Reprographics Company	Ba2	BB
2,013,750		Term Loan, 6.040%-8.000%, maturing June 18, 2009			2,028,853
		American Reprographics Company	B1	B
700,000		Term Loan, 9.915%, maturing December 18, 2009			736,750
		Ascend Media Holdings, LLC	B3	B
1,750,000		Term Loan, 5.850%-5.960%, maturing January 31, 2012			1,752,188
		Canwest Media, Inc.	Ba3	B+
6,380,384		Term Loan, 5.340%, maturing August 15, 2009			6,428,237
		Dex Media East, LLC	Ba2	BB
3,550,177		Term Loan, 4.620%-5.050%, maturing May 08, 2009			3,581,794
5,931,541		Term Loan, 4.620%-5.050%, maturing November 08, 2008			5,971,259
		Dex Media West, LLC	Ba2	BB
3,393,763		Term Loan, maturing 4.870%-5.300%, September 09, 2009			3,413,155
17,287,943		Term Loan, maturing 4.620%-5.050%, March 09, 2010			17,440,405
		Enterprise Newsmedia, LLC	B2	B
3,000,000		Term Loan, 6.100%, maturing June 30, 2012			3,030,000
		Freedom Communications, Inc.	Ba2	BB
4,383,302		Term Loan, 4.570%, maturing May 01, 2013			4,391,520
		IWCO Direct, Inc.	B1	B
1,500,000		Term Loan, 6.360%, maturing January 31, 2011			1,518,750
		Journal Register Company	Ba2	BB
5,368,811		Term Loan, 4.600%-4.690%, maturing August 12, 2012			5,399,849
		Lamar Media Corporation	Ba2	BB-
12,339,444		Term Loan, 4.938%-5.063%, maturing June 30, 2010			12,491,763
		Liberty Group Publishing	B1	B+
2,000,000		Term Loan, 5.375%-6.750%, maturing February 28, 2012			2,010,000
		MC Communications, LLC	B2	B
3,453,333		Term Loan, 7.580%-7.710%, maturing December 31, 2010			3,505,133
		Merrill Communications, LLC	B1	B
2,138,763		Term Loan, 5.611%, maturing July 30, 2009			2,157,477
836,724		Term Loan, 5.611%, maturing July 30, 2009			844,045
		Newspaper Holdings, Inc.	NR	NR
2,500,000		Term Loan, 5.125%-5.188%, maturing August 24, 2011			2,503,908

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Printing and Publishing: (continued)*
		Primedia, Inc.	B2	B
$	496,378	Revolver, 5.250%, maturing June 30, 2008			$	484,175
6,132,362		Term Loan, 5.875%, maturing June 30, 2009			6,140,027
1,492,500		Term Loan, 7.500%, maturing December 31, 2009			1,504,627
		R.H. Donnelley, Inc.	Ba3	BB
948,178		Term Loan, 4.780%-4.960%, maturing December 31, 2009			955,798
11,769,461		Term Loan, 4.700%-4.880%, maturing June 30, 2011			11,865,759
		Source Media, Inc.	B1	B
3,639,706		Term Loan, 5.343%, maturing November 08, 2011			3,687,477
		Transwestern Publishing Company	B1	B+
5,601,375		Term Loan, 5.313%-7.000%, maturing February 25, 2011			5,618,005
		Transwestern Publishing Company	B3	B1
3,960,008		Term Loan, 6.800%-7.601%, maturing February 25, 2012			4,006,416
		Visant Holding Corporation	B1	B+
10,961,000		Term Loan, 5.190%, maturing October 04, 2011			11,051,198
		Ziff Davis Media, Inc.	B3	CCC+
1,500,000		Floating Rate Note, 9.150%, maturing May 01, 2012			1,440,000
					137,058,911
*Radio and TV Broadcasting: 6.5%*
		Block Communications, Inc.	NR	NR
2,775,471		Term Loan, 5.350%, maturing November 15, 2009			2,801,491
		Cumulus Media, Inc.	Ba3	B+
1,775,000		Term Loan, 4.875%, maturing March 28, 2009			1,792,750
3,473,750		Term Loan, 4.875%, maturing March 28, 2010			3,495,461
		Emmis Operating Company	Ba2	B+
9,975,000		Term Loan, 4.840%, maturing November 10, 2011			10,035,957
		Entravision Communications Corporation	B1	B+
750,000		Term Loan, 4.840%, maturing February 24, 2012			755,312
2,500,000		Term Loan, 4.840%, maturing February 24, 2012			2,517,708
		Gray Television, Inc.	Ba2	B+
5,985,000		Term Loan, 4.840%, maturing June 30, 2011			6,056,072
		Mission Broadcasting, Inc.	Ba3	B+
2,432,394		Term Loan, 4.870%, maturing August 14, 2012			2,447,091

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Radio and TV Broadcasting: (continued)*
		NEP Supershooters, L.P.	B1	B
$	2,985,000	Term Loan, 7.120%-7.210%, maturing February 03, 2011			$	3,024,178
1,995,000		Term Loan, 6.690%, maturing February 03, 2011			2,021,184
		Nexstar Broadcasting, Inc.	Ba3	B+
2,567,606		Term Loan, 4.870%, maturing August 14, 2012			2,583,119
		Paxson Communications Corporation	B1	B-
13,000,000		Floating Rate Note, 5.891%, maturing January 15, 2010			13,000,000
		Raycom Media, Inc.	NR	NR
4,750,000		Term Loan, 5.125%, maturing March 31, 2012			4,767,813
		Spanish Broadcasting Systems, Inc.	B1	B+
1,975,000		Term Loan, 6.360%, maturing October 30, 2009			1,977,469
		Susquehanna Media Company	Ba2	BB-
7,000,000		Term Loan, 5.110%-5.250%, maturing March 31, 2012			7,076,566
		Young Broadcasting, Inc.	B1	B
5,000,000		Term Loan, 5.438%-5.688%, maturing November 03, 2012			5,032,290
					69,384,461
*Retail Stores: 7.7%*
		Advance Stores Company, Inc.	Ba2	BB+
2,555,297		Term Loan, 4.875%-5.000%, maturing September 30, 2010			2,576,058
4,323,169		Term Loan, 4.750%-5.125%, maturing September 30, 2010			4,358,295
		Alimentation Couche-Tard, Inc.	Ba2	BB
1,209,184		Term Loan, 4.875%, maturing December 17, 2010			1,217,875
		Baker & Taylor, Inc.	B1	B
1,057,500		Revolver, 5.331%-5.410%, maturing May 06, 2009			1,046,925
1,000,000		Term Loan, 10.160%, maturing May 06, 2011			1,012,500
		Blockbuster Entertainment Corporation	B1	BB-
10,000,000		Term Loan, 5.500%-6.240%, maturing August 19, 2011			9,930,360
		CSK Automotive, Inc.	Ba3	B+
2,479,975		Term Loan, 4.850%, maturing June 19, 2009			2,505,809
		Dollarama Group, L.P.	B1	B+
3,491,250		Term Loan, 5.440%, maturing November 18, 2011			3,513,070
		Harbor Freight Tools, Inc.	B1	B+
8,465,000		Term Loan, 5.590%-5.770%, maturing July 31, 2010			8,496,744
		Jean Coutu Group, Inc.	B1	BB
9,925,000		Term Loan, 5.500%, maturing July 30, 2011			10,016,270

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Retail Stores: (continued)*
			Mapco Express, Inc.	B2	B+
$	2,500,000		Term Loan, 7.750%, maturing May 28, 2011			$	2,525,000
			Movie Gallery, Inc.	B1	B+
7,500,000			Term Loan, 6.140%, maturing April 27, 2011			7,579,688
			Nebraska Book Company, Inc.	B2	B
2,475,000			Term Loan, 5.600%-5.880%, maturing March 04, 2011			2,504,391
			Oriental Trading Company, Inc.	B1	B+
3,246,352			Term Loan, 5.625%, maturing August 06, 2010			3,256,496
			Oriental Trading Company, Inc.	B3	B-
2,250,000			Term Loan, 7.875%, maturing January 08, 2011			2,244,375
			Pantry, Inc.	B1	B+
8,060,870			Term Loan, 5.360%, maturing March 12, 2011			8,133,925
			Rite Aid Corporation	NR	NR
1,985,000			Term Loan, 4.840%-4.850%, maturing August 31, 2009			1,997,406
			Travelcenters of America, Inc.	Ba3	BB
9,000,000			Term Loan, 4.380%-4.900%, maturing November 18, 2011			9,106,875
						82,022,062
*Satellite: 1.1%*
			Panamsat Corporation	Ba3	BB+
11,909,639			Term Loan, 5.310%, maturing August 20, 2011			12,060,224
						12,060,224
*Telecommunications Equipment: 1.9%*
			AAT Communications Corporation	B1	B-
3,990,000			Term Loan, 5.770%-5.800%, maturing January 16, 2012			4,027,406
			SBA Senior Finance, Inc.	B1	CCC+
5,200,650			Term Loan, 5.520%-6.130%, maturing October 31, 2008			5,246,156
			Spectrasite Communications, Inc.	Ba3	BB-
7,975,000			Term Loan, 4.520%, maturing May 19, 2012			7,984,969
			Syniverse Holding, LLC	Ba3	BB-
3,491,250			Term Loan, 5.040%-5.190%, maturing February 15, 2012			3,473,794
						20,732,325
*Textiles and Leather: 1.0%*
		(2)	Galey & Lord, Inc.	NR	NR
2,635,958		(3)	Term Loan, maturing September 05, 2009			557,945
			Malden Mills Industries, Inc.	NR	NR
2,573,615		(3)	Term Loan, maturing October 01, 2008			514,723
634,681		(3)	Term Loan, maturing October 01, 2008
			Polymer Group, Inc.	B2	B+
2,807,500			Term Loan, 5.780%, maturing April 27, 2010			2,844,932

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Textiles and Leather: (continued)*
		Propex Fabrics, Inc.	B3	B+
$	1,481,250	Term Loan, 5.520%, maturing November 30, 2011			$	1,484,953
		Springs Industries, Inc.	Ba3	BB+
2,992,500		Term Loan, 5.875%, maturing December 24, 2010			2,999,981
		St. John Knits International, Inc.	B1	B+
1,000,000		Term Loan, 5.563%-5.625%, maturing March 18, 2012			1,011,875
		William Carter Company	Ba3	BB+
843,413		Term Loan, 5.025%-5.343%, maturing September 30, 2008			856,065
					10,270,474
*Utilities: 7.6%*
		Allegheny Energy Supply Company	Ba3	BB
13,187,010		Term Loan, 5.590%-5.880%, maturing March 08, 2011			13,332,621
		Calpine Corporation	B3	B-
2,927,689		Term Loan, 8.891%, maturing July 16, 2007			2,233,826
		Cogentrix Delaware Holdings, Inc.	Ba2	BB+
7,000,000		Term Loan, 4.880%, maturing April 14, 2012			7,034,125
		Coleto Creek WLE, L.P.	Ba2	BB
942,138		Term Loan, 7.250%, maturing June 30, 2011			950,382
		Coleto Creek WLE, L.P.	Ba3	BB-
1,000,000		Term Loan, 8.50%, maturing June 30, 2012			1,013,750
		Dynegy Holdings, Inc.	B2	BB-
2,977,500		Term Loan, 7.090%, maturing May 27, 2010			2,992,760
		KGen, LLC	B2	B
5,000,000		Term Loan, 5.635%, maturing August 01, 2011			4,900,000
		Northwestern Corporation	Ba1	BB
747,500		Term Loan, 4.840%, maturing November 01, 2011			758,401
		NRG Energy, Inc.	Ba3	BB
2,734,375		Term Loan, 4.868%, maturing December 24, 2011			2,756,592
3,506,836		Term Loan, 4.968%-5.255%, maturing December 24, 2011			3,535,329
		Pike Electric, Inc.	B1	BB-
3,900,000		Term Loan, 5.375%, maturing July 01, 2012			3,959,721
2,343,333		Term Loan, 5.375%, maturing December 10, 2012			2,378,483
		Reliant Energy Resources Corporation	B1	B+
13,965,000		Term Loan, 5.465%-6.089%, maturing April 30, 2010			14,016,126
		Riverside Energy Center, LLC	Ba3	BB-
276,115		Term Loan, 3.090%, maturing June 24, 2010			283,018

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Utilities: (continued)*
$	3,537,749	Term Loan, 7.440%, maturing June 24, 2011			$	3,626,193
2,513,231		Term Loan, 7.440%, maturing June 24, 2011			2,576,062
		Texas Genco, LLC	Ba2	BB
4,384,615		Term Loan, 5.060%, maturing December 14, 2011			4,424,353
10,588,846		Term Loan, 5.010%-5.093%, maturing December 14, 2011			10,684,813
					81,456,555
		Total Senior Loans (Cost $2,031,100,722)			2,032,719,457

*Other Corporate Debt: 0.5%*

*Finance: 0.5%*
		Value Asset Management, Inc.	B3	B
5,954,306		Senior Subordinated Bridge Note, 14.250%, maturing August 31, 2005			5,857,548
					5,857,548
*Home and Office Furnishings: 0.0%*
		MP Holdings, Inc.	NR	NR
45,229		Subordinated Note, 10.000%, maturing March 14, 2007			42,967
					42,967
		Total Other Corporate Debt (Cost $5,954,306)			5,900,515

Equities and Other Assets: 2.4%

	Description	Value
(@)	Acterna, LLC (85,722 Common Shares)	3,885,778
(@), (R)	Acterna, Inc. - Contingent Right	—
(1), (@), (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	186,961
(@), (R)	AM Cosmetics Corporation (Liquidation Interest)	50
(@), (R)	Block Vision Holdings Corporation (571 Common Shares)	—
(2), (@), (R)	Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	6,001,312
(@), (R)	Cedar Chemical (Liquidation Interest)	—
(@), (R)	Covenant Care, Inc. (Warrants for 19,000 Common Shares, Expires January 13, 2005)	—
(@), (R)	Covenant Care, Inc. (Warrants for 26,901 Common Shares, Expires March 31, 2013)	—
(@), (R)	Decision One Corporation (350,065 Common Shares)	—
(2), (@), (R)	Electro Mechanical Solutions (Residual Interest in Bankruptcy Estate)	1,112
(@), (R)	Enginen Realty (857 Common Shares)	—

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

	Description	Value
(@), (R)	Enterprise Profit Solutions (Liquidation Interest)	$	—
(@), (R)	EquityCo, LLC (Warrants for 28,782 Common Shares)	—
(4), (@), (R)	Euro United Corporation (Residual Interest in Bankruptcy Estate)	2,335,366
(@), (R)	Galey & Lord, Inc. (203,345 Common Shares)	—
(@), (R)	Gate Gourmet Borrower, LLC (Warrants for 101 Common Shares)	—
(@), (R)	Gemini Leasing, Inc. (143,079 common shares)	—
(2), (@), (R)	Grand Union Company (Residual Interest in Bankruptcy Estate)	54,523
(@)	Hayes Lemmerz International, Inc. (73,835 Common Shares)	479,928
(@)	Hayes Lemmerz International, Inc. (246 Preferred Shares)	1,599
(@), (R)	Holmes Group, Inc. (2,303 Common Shares)	2,280
(2), (@), (R)	Humphreys, Inc. (Residual Interest in Bankruptcy Estate)	—
(2), (@), (R)	Imperial Home Décor Group, Inc. (300,141 Common Shares)	1
(2), (@), (R)	Imperial Home Décor Group, Inc. (Liquidation Interest)	—
(2), (@), (R)	Insilco Technologies (Residual Interest in Bankruptcy Estate)	2,619
(@), (R)	Intera Group, Inc. (864 Common Shares)	—
(2), (@), (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)	65,677
(2), (@), (R)	Kevco, Inc. (Residual Interest in Bankruptcy Estate)	147,443
(2), (@), (R)	Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	—
(@), (R)	London Clubs International (Warrants for 241,499 Common Shares, Expires February 27, 2011)	459,925
(@), (R)	Malden Mills Industries, Inc. (436,865 Common Shares)	—
(@), (R)	Malden Mills Industries, Inc. (1,427,661 Preferred Shares)	—
(@)	Maxim Crane Works (56,322 Common Shares)	1,316,241
(@), (R)	Morris Material Handling, Inc. (481,373 Common Shares)	1,675,178
(@), (R)	MP Holdings, Inc. (590 Common Shares)	6
(@), (R)	Murray’s Discount Auto Stores, Inc. (Escrow Interest)	40,136
(@), (R)	Neoplan USA Corporation (17,348 Common Shares)	—
(@), (R)	Neoplan USA Corporation (1,814,180 Series B Preferred Shares)	—
(@), (R)	Neoplan USA Corporation (1,084,000 Series C Preferred Shares)	—
(@), (R)	Neoplan USA Corporation (3,524,300 Series D Preferred Shares)	—
(@), (R)	New Piper Aircraft, Inc. (Residual Interest in Litigation Proceeds)	—
(@), (R)	New World Restaurant Group, Inc. (Warrants for 4,489 Common Shares, Expires June 15, 2006)	61,589
(@), (R)	Norwood Promotional Products, Inc. (72,238 Common Shares)	—
(@), (R)	Safelite Glass Corporation (810,050 Common Shares)	8,359,716
(@), (R)	Safelite Realty Corporation (54,679 Common Shares)	300,735
(@), (R)	Soho Publishing (17,582 Common Shares)	176
(@), (R)	Targus Group, Inc. (Warrants for 66,824 Common Shares, Expires December 6, 2012)	—
(1), (@), (R)	Transtar Metals (Residual Interest in Bankruptcy Estate)	—
(1), (@), (R)	TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)	—

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2005 (Unaudited) (continued)

	Description			Value
(2), (@), (R)	U.S. Aggregates (Residual Interest in Bankruptcy Estate)			$	—
(2), (@), (R)	U.S. Office Products Company (Residual Interest in Bankruptcy Estate)			—
	Total for Equity and Other Assets (Cost $21,508,590)			25,378,351

	Total Investments (Cost $2,058,563,618)⁽⁶⁾	193.6	%	$	2,063,998,323
	Preferred Shares and Liabilities in Excess of Cash and Other Assets — Net	(93.6	)	(997,718,057)
	Net Assets	100.0	%	$	1,066,280,266

(@)		Non-income producing security
(R)		Restricted security
*		Senior loans, while exempt from registration under the Security Act of 1933, as ameded 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.
NR		Not Rated
†		Bank Loans rated below Baa3 by Moody’s Investor Services, Inc. or BBB- by Standard & Poor’s Group are considered to be below investment grade.
(1)		The borrower filed for protection under Chapter 7 of the U.S. Federal bankruptcy code.
(2)		The borrower filed for protection under Chapter 11 of the U.S. Federal bankruptcy code.
(3)		Loan is on non-accrual basis.
(4)		The borrower filed for protection under the Canadian Bankruptcy and Insolvency Act.
(5)		Trade pending settlement. Contract rates do not take effect until settlement date.
(6)		For federal income tax purposes, the cost of investment is $2,060,586,102 and net unrealized appreciation consists of the following:

Gross Unrealized Appreciation	$	33,559,025
Gross Unrealized Depreciation	(30,128,804		)
Net Unrealized Appreciation	$	3,430,221

See Accompanying Notes to Financial Statements

Item 2. Controls and Procedures.

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

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

Item 3. Exhibits.

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

SIGNATURES

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

(Registrant): ING Prime Rate Trust

By	/s/ James M. Hennessy
	James M. Hennessy
	President and Chief Executive Officer

Date:	July 29, 2005

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

By	/s/ James M. Hennessy
	James M. Hennessy
	President and Chief Executive Officer

Date:	July 29, 2005

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

Date:	July 29, 2005