Edgar Filing: ING PRIME RATE TRUST

Funds

Third Quarter Report

November 30, 2006

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, 2006

Table of Contents

Portfolio Managers' Report					2

Statement of Assets and Liabilities					7

Statement of Operations					8

Statements of Changes in Net Assets					9

Statement of Cash Flows					10

Financial Highlights					11

Notes to Financial Statements					12

Portfolio of Investments					24

Additional Information					56

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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, 2006
Net Assets		$1,095,260,646
Total Assets		$2,053,537,162
Assets Invested in Senior Loans		$1,976,089,846
Number of Issuers		447
Average Amount Outstanding per Loan	$	4,420,783
Industries Represented		38
Average Loan Amount per Industry		$52,002,364
Portfolio Turnover Rate (YTD)		46	%
Weighted Average Days to Interest Rate Reset		41
Average Loan Final Maturity (in months)		63
Total Leverage as a Percentage of Total Assets (including Preferred Shares)		43.97	%

PERFORMANCE SUMMARY

The Trust declared $0.14 of dividends during the third fiscal quarter and $0.41 for the nine months ended November 30, 2006. Based on the average month-end net asset value ("NAV") per share of $7.54, this resulted in an annualized distribution rate of 7.56%^₍₁₎ for the quarter and 7.22%^₍₁₎ for the nine months ended. The Trust's total net return for the third fiscal quarter, based on NAV, was 2.54%, versus a total gross return on the S&P/LSTA Leveraged Loan Index ("LLI")^₍₂₎ of 1.74% for the same quarter. For the nine months, the Trust's total net return, based on NAV was 5.38% versus 6.24% gross return for the S&P/LSTA Leveraged Loan Index. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the third fiscal quarter was 2.99% and 8.50% for the nine months ended November 30, 2006.

PORTFOLIO OVERVIEW

The Trust performed well during the third fiscal quarter ended November 30, driven by favorable developments across a few of the Trust's larger individual holdings and buoyant loan market conditions generally. Clearly, the global leveraged loan market remains in a bullish mode as calendar year 2006 activity set new records across virtually every category. Total U.S. institutional loan volume reached $321 billion during the year, a 75% increase over 2005. Full year loan returns

^₍₁₎ The distribution rate is calculated by annualizing dividends declared during the period and dividing the resulting annualized dividend by the Trust's average month-end 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 ("LLI") 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 too verse as issuers. Standard & Poor's and the Loan Syndications and Trading Association ("LSTA")conceived the LLI 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)

rose to 6.77%^₍₃₎, a three-year high, as compared to 5.08% during 2005. Much of the improvement came from higher average short-term interest rates. The lagging default picture also improved noticeably throughout the year, ending 2006 with a trailing twelve-month default rate of just 0.79%^₍₃₎ (as compared to 1.98% at the end of 2005). At the Trust level, favorable credit selection and sector positioning drove excess returns during the period, as did the avoidance of any material downside credit volatility. Several of the Trust's top holdings posted some of the strongest total returns during the quarter. Sector positioning remained relatively stable during the period. The only notable changes would include an increase in exposure to the retail sector (4.7% as of period end, as compared to 3.5% as of August 31) based on a number of high profile M&A transactions in that space, and a continued reduction in auto parts suppliers and traditional real estate, areas of chronic fundamental credit weakness.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares. As of November 30, 2006, the Trust had $450 million of "Aaa/AAA^₍₄₎" rated cumulative auction rate preferred shares outstanding, and $453 million of borrowings outstanding under $625 million in available credit facilities. Total leverage, as a percentage of total assets (including preferred shares), was 43.97% at period end. The use of leverage for investment purposes increases both investment opportunity and investment risk.

TOP TEN INDUSTRY SECTORS AS OF NOVEMBER 30, 2006 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
North American Cable		10.5	%		19.2	%
Healthcare, Education and Childcare		7.9	%		14.7	%
Chemicals, Plastics & Rubber		5.9	%		11.1	%
Printing & Publishing		5.4	%		10.3	%
Retail Stores		4.7	%		8.8	%
Oil & Gas		4.5	%		8.5	%
Leisure, Amusement, Entertainment		4.6	%		8.5	%
Utilities		4.3	%		8.1	%
Diversified / Conglomerate Service		3.5	%		6.5	%
Data and Internet Services		3.3	%		6.2	%

Portfolio holdings are subject to change daily.

TOP TEN SENIOR LOAN ISSUERS AS OF NOVEMBER 30, 2006 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Charter Communications Operating, LLC		2.6	%		4.9	%
Metro-Goldwyn-Mayer, Inc.		2.0	%		3.7	%
Georgia Pacific Corporation		1.7	%		3.2	%
NRG Energy, Inc.		1.5	%		2.8	%
Century Cable Holdings LLC		1.5	%		2.7	%
Sungard Data Systems, Inc.		1.4	%		2.6	%
Olympus Cable Holdings, LLC		1.4	%		2.5	%
Fidelity National Information Solutions, Inc.		1.2	%		2.3	%
CSC Holdings, Inc. (Cablevision)		1.2	%		2.2	%
West Corporation		1.2	%		2.2	%

Portfolio holdings are subject to change daily.

^₍₃₎ Source: Standard & Poor's Leveraged Commentary & Data

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

CURRENT STRATEGY AND OUTLOOK

Looking into 2007, loan market activity suggests that new loan issuance will soar to yet another new record in the first calendar quarter, and there appears to be no shortage of demand for loans to support this level of supply. As such, absent any unforeseen disruption to credit and/or liquidity conditions, non-investment grade loans appear to be poised for continued favorable performance.



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 24, 2007

^₍₄₎ 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)

	Average Annual Total Returns for the Years Ended November 30, 2006
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		9.56	%		8.20	%		7.51	%		5.76	%
Based on Market Value		18.35	%		5.30	%		8.70	%		5.33	%
S&P/LSTA Leveraged Loan Index^_(a)		6.58	%		5.64	%		5.78	%		—
Credit-Suisse Leveraged Loan Index		7.01	%		6.15	%		6.16	%		5.59	%
The table above illustrates the total return of the Trust against the indices indicated. An index is unmanaged 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.

Assumes rights were exercised and excludes sales charges and commissions^_(b),(c)

(a) Performance since inception for the index is 5.41% from January 1, 1997.

(b) Calculation of total return assumes a hypothetical initial investment at the net asset value (in the case of NAV) or the 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.

(c) On October 18, 1996, the Trust issued to its shareholders non-transferable rights which entitled the holders to subscribe for 18,122,963 shares of the Trust's common stock at the rate of one share of common stock for each five rights held. On November 12, 1996, the offering expired and was fully subscribed. The Trust issued 18,122,963 shares of its common stock to exercising rights holders at a subscription price of $9.09. Offering costs of $6,972,203 were charged against the offering proceeds.

Senior loans are subject to credit risks, including 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 ("LLI") 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 LLI 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 DISTRIBUTIONS RATES

Quarter Ended	Prime Rate			Net Asset Value ("NAV") 30-Day SEC Yield^_(A)			Market 30-Day SEC Yield^_(A)			Average Annualized Distribution Rate at NAV^_(B)			Average Annualized Distribution Rate at Market^_(B)
November 30, 2006		8.25	%		9.76	%		10.25	%		7.55	%		7.95	%
August 31, 2006		8.25	%		9.42	%		9.95	%		7.47	%		7.86	%
May 31, 2006		8.00	%		9.63	%		10.31	%		7.10	%		7.57	%
February 28, 2006		7.50	%		8.40	%		9.10	%		6.59	%		7.25	%

^_(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 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. If short-term market interest rates fall, the yield on the Trust 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, 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.

ING Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of November 30, 2006 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,980,005,247)	$	2,001,872,805
Cash		21,945,489
Foreign currencies at value (Cost $1,753,618)		1,757,737
Receivables:
Investment securities sold		9,986,831
Interest		17,803,276
Other		61,933
Prepaid expenses		109,091
Total assets		2,053,537,162
LIABILITIES:
Notes payable		453,000,000
Payable for investments purchased		47,811,880
Accrued interest payable		1,910,817
Deferred arrangement fees on senior loans		370,645
Dividends payable — preferred shares		215,643
Payable to affiliates		1,668,031
Payable to custodian		248,575
Accrued trustees' fees		34,765
Unrealized depreciation on foreign currency contracts		2,441,667
Other accrued expenses		574,493
Total liabilities		508,276,516
Preferred shares, $25,000 stated value per share at liquidation value (18,000 shares outstanding)		450,000,000
NET ASSETS	$	1,095,260,646
Net assets value per common share outstanding (net assets less preferred shares at liquidation value, divided by 145,033,235 shares of beneficial interest authorized and outstanding, no par value)	$	7.55
NET ASSETS CONSIST OF:
Paid-in capital	$	1,331,413,656
Undistributed net investment income		5,796,529
Accumulated net realized loss on investments		(261,401,426	)
Net unrealized appreciation on investments and foreign currency related transactions		19,451,887
NET ASSETS	$	1,095,260,646

See Accompanying Notes to Financial Statements
7

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Nine Months Ended November 30, 2006 (Unaudited)

INVESTMENT INCOME:
Interest	$	113,469,427
Arrangement fees earned		913,405
Miscellaneous income		1,255,588
Total investment income		115,638,420
EXPENSES:
Investment management fees		12,169,363
Administration fees		3,802,926
Transfer agent fees		92,375
Interest expense		20,381,650
Shareholder reporting expense		105,190
Custodian fees		687,400
Professional fees		176,342
Preferred Shares — Dividend disbursing agent fees		931,736
Pricing expense		35,509
ICI fees		2,436
Postage expense		135,950
Trustees' fees		55,275
Miscellaneous expense		171,596
Total expenses		38,747,748
Net investment income		76,890,672
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		14,515,218
Foreign currency related transactions		(115,876	)
Net realized gain on investments and foreign currency related transactions		14,399,342
Net change in unrealized appreciation or depreciation on:
Investments		(18,128,134	)
Foreign currency related transactions		(2,415,671	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(20,543,805	)
Net realized and unrealized loss on investments and foreign currency related transactions		(6,144,463	)
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(16,622,684	)
Net increase in net assets resulting from operations	$	54,123,525

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Nine Months Ended November 30, 2006			Year Ended February 28, 2006
INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income	$	76,890,672		$	83,109,460
Net realized gain on investments and foreign currency related transactions		14,399,342			422,159
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(20,543,805	)		16,658,806
Distributions to preferred shareholders from net investment income		(16,622,684	)		(15,839,470	)
Net increase in net assets resulting from operations		54,123,525			84,350,955
DISTRIBUTIONS TO COMMON SHAREHOLDERS:
Distributions from net investment income		(59,534,153	)		(66,428,156	)
Decrease in net assets from distributions to common shareholders		(59,534,153	)		(66,428,156	)
Net increase (decrease) in net assets		(5,410,628	)		17,922,799
NET ASSETS:
Beginning of period		1,100,671,274			1,082,748,475
End of period (including undistributed net investment income of $5,796,529 and $5,062,694, respectively)	$	1,095,260,646		$	1,100,671,274

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the Nine Months Ended November 30, 2006 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	110,944,039
Facility fees paid		(18,071	)
Dividends paid to preferred shareholders		(16,635,023	)
Arrangement fees received		371,879
Other income received		1,250,087
Interest paid		(20,457,885	)
Other operating expenses paid		(18,346,820	)
Purchases of securities		(975,721,275	)
Proceeds from sales of securities		1,007,797,426
Net cash provided by operating activities	$	89,184,357
Cash Flows From Financing Activities:
Dividends paid to common shareholders	$	(59,534,153	)
Net paydown of notes payable		(12,000,000	)
Net cash flows used in financing activities		(71,534,153	)
Net increase		17,650,204
Cash at beginning of period		4,295,285
Cash at end of period	$	21,945,489
Reconciliation of Net Increase In Net Assets Resulting From Operations To Net Cash Provided By Operating Activities:
Net increase in net assets resulting from operations	$	54,123,525
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Change in unrealized appreciation or depreciation on investments		18,128,134
Change in unrealized appreciation or depreciation on foreign currencies		(4,119	)
Change in unrealized depreciation on forward currency contracts		2,441,667
Net accretion of discounts on investments		(1,186,023	)
Net amortization of premiums on investments		484,888
Realized gain on investments and foreign currency related transactions		(14,399,342	)
Purchase of securities		(975,721,275	)
Proceeds on sale of securities		1,007,797,426
Increase in other assets		(27,378	)
Increase in interest receivable		(1,824,253	)
Increase in prepaid arrangement fees on notes payable		(18,071	)
Decrease in deferred arrangement fees on senior loans		(541,526	)
Decrease in accrued interest payable		(76,235	)
Decrease in dividends payable - preferred shares		(12,339	)
Increase in payable to affiliates		1,668
Increase in accrued trustees fees		18,534
Decrease in other accrued expenses		(924	)
Total adjustments		35,060,832
Net cash provided by operating activities	$	89,184,357

See Accompanying Notes to Financial Statements
10

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,
	2006			2006			2005			2004			2003
Per Share Operating Performance
Net asset value, beginning of period	$	7.59			7.47			7.34			6.73			7.20
Income (loss) from investment operations:
Net investment income	$	0.53			0.57			0.45			0.46			0.50
Net realized and unrealized gain (loss) on investments	$	(0.05	)		0.12			0.16			0.61			(0.47	)
Total from investment operations	$	0.48			0.69			0.61			1.07			0.03
Distributions to Common Shareholders from net investment income	$	(0.41	)		(0.46	)		(0.43	)		(0.42	)		(0.45	)
Distribution to Preferred Shareholders	$	(0.11	)		(0.11	)		(0.05	)		(0.04	)		(0.05	)
Net asset value, end of period	$	7.55			7.59			7.47			7.34			6.73
Closing market price at end of period	$	7.19			7.02			7.56			7.84			6.46
Total Investment Return^₍₁₎
Total investment return at closing market price^₍₂₎	%	8.50			(0.82	)		2.04			28.77			2.53
Total investment return at net asset value^₍₃₎	%	5.38			8.53			7.70			15.72			0.44
Ratios/Supplemental Data
Net assets end of period (000's)	$	1,095,261			1,100,671			1,082,748			1,010,325			922,383
Preferred Shares-Aggregate amount outstanding (000's)	$	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
Borrowings at end of year (000's)	$	453,000			465,000			496,000			225,000			167,000
Asset coverage per $1,000 of debt^₍₄₎	$	2,212			2,203			2,140			2,500			2,500
Average borrowings (000's)	$	477,691			509,178			414,889			143,194			190,671
Ratios to average net assets including Preferred Shares^₍₅₎
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	1.58			1.64			1.60			1.45			1.49
Net expenses after expense reimbursement^₍₆₎	%	3.33			3.02			2.21			1.65			1.81
Gross expenses prior to expense reimbursement^₍₆₎	%	3.33			3.02			2.22			1.65			1.81
Net investment income^₍₆₎	%	6.62			5.44			4.21			4.57			4.97
Ratios to average net assets plus borrowings
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	1.55			1.58			1.63			1.84			1.82
Net expenses after expense reimbursement^₍₆₎	%	3.28			2.90			2.26			2.09			2.23
Gross expenses prior to expense reimbursement^₍₆₎	%	3.28			2.90			2.27			2.09			2.23
Net investment income^₍₆₎	%	6.50			5.24			4.32			5.82			6.10
Ratios to average net assets
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	2.23			2.33			2.29			2.11			2.19
Net expenses after expense reimbursement^₍₆₎	%	4.71			4.27			3.17			2.40			2.68
Gross expenses prior to expense reimbursement^₍₆₎	%	4.71			4.27			3.18			2.40			2.68
Net investment income^₍₆₎	%	9.34			7.71			6.04			6.68			7.33
Portfolio turnover rate	%	46			81			93			87			48
Common shares outstanding at end of period (000's)		145,033			145,033			145,033			137,638			136,973

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

^₍₂₎ Total investment return measures the change in the market value of your investment assuming reinvestment of dividends and capital gain distributions, if any, in accordance with the provisions of the Trust's dividend reinvestment plan.

^₍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 in accordance with the provisions of the dividend reinvestment plan.

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

^₍₄₎ Asset coverage represents the total assets available for settlement of Preferred Stockholder's interest and notes payables in relation to the Preferred Shareholder interest and notes payable balance outstanding. The Preferred Shares were first offered November 2, 2000.

^₍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
11

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (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 accounting principles generally accepted in the United States of America for investment companies.

A. Senior Loan and Other Security Valuation. Senior loans held by the Trust are normally valued at the mean 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 of Trustees ("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, 2006, 99.58% of total investments 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 ING Investments, LLC (the "Investment Adviser") or ING Investment Management Co. ("ING IM" or the "Sub-Adviser"), may believe that the price for a loan derived from market quotations or the proxy procedure described above is not reliable or accurate. Among other reasons, this may be the result of information about a particular loan or borrower known to the Investment Adviser or the Sub-Adviser that the Investment Adviser or the Sub-Adviser believes may not be known to the pricing service or reflected in a price quote. In this event, the loan is valued at fair value as 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, 2006 (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 valuation are valued at amortized cost, which, when combined with accrued interest approximates market value.

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. 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 a trade date basis (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 discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. Upon such discontinuance, all unpaid accrued interest is reversed. 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. 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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 currency forward 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 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 respective 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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2006, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $945,275,551 and $1,010,597,886 respectively. At November 30, 2006, the Trust held senior loans valued at $1,976,089,846 representing 98.7% 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, 2006 (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	$	107,510
AM Cosmetics Corporation (Liquidation Interest)	03/07/03		—
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		—
Covenant Care, Inc. (Warrants for 19,000 Common Shares, Expires January 13, 2005)	12/22/95		—
Covenant Care, Inc. (Warrants for 26,901 Common Shares, Expires March 31, 2013)	01/18/02		—
Decision One Corporation (1,402,038 Common Shares)	05/17/05		1,116,773
Electro Mechanical Solutions (Residual Interest in Bankruptcy Estate)	10/02/02		15
Enterprise Profit Solutions (Liquidation Interest)	10/21/02		—
EquityCo, LLC (Warrants for 28,752 Common Shares)	02/25/05		—
Euro United Corporation (Residual Interest in Bankruptcy Estate)	06/21/02		305,999
Gemini Leasing, Inc. (143,079 common shares)	01/08/04		—
Grand Union Company (Residual Interest in Bankruptcy Estate)	07/01/02		2,576
Humphreys, Inc. (Residual Interest in Bankruptcy Estate)	05/15/02		50
Imperial Home Décor Group, Inc. (Liquidation Interest)	01/22/04		—
Insilco Technologies (Residual Interest in Bankruptcy Estate)	05/02/03		1
IT Group, Inc. (Residual Interest in Bankruptcy Estate)	09/12/03		100
Kevco, Inc. (Residual Interest in Bankruptcy Estate)	06/05/02		50
Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	06/08/04		—
Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 24, 2015)	08/25/05		—
Neoplan USA Corporation (17,348 Common Shares)	08/29/03		—
Neoplan USA Corporation (1,814,180 Series B Preferred Shares)	08/29/03		—
Neoplan USA Corporation (1,084,000 Series C Preferred Shares)	08/29/03		428,603
Neoplan USA Corporation (3,524,300 Series D Preferred Shares)	08/29/03		3,524,300
New Piper Aircraft, Inc. (Residual Interest in Litigation Proceeds)	07/02/03		—
New World Restaurant Group, Inc. (4,706 Common Shares)	06/26/06		4,832
Norwood Promotional Products, Inc. (104,148 Common Shares)	08/23/04		32,939
Safelite Glass Corporation (856,340 Common Shares)	10/12/00		173,588
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		—
U.S. Aggregates (Residual Interest in Bankruptcy Estate)	04/07/03		—
U.S. Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total restricted securities excluding senior loans (market value of $19,621,761 was 1.8% of net assets at November 30, 2006)		$	5,747,459

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

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% plus the proceeds of any outstanding borrowings of the Trust's Managed Assets.

The Investment Adviser, ING IM and the Administrator are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individual and institutional investors.

NOTE 5 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At November 30, 2006, 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
$	1,270,881			$	397,150			$	1,668,031

The Trust has adopted a Retirement 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 plan are based on an annual rate as defined in the plan agreement.

NOTE 6 — COMMITMENTS

The Trust has entered into both a $90 million 364-day revolving credit agreement which matures on August 22, 2007 and a $535 million 364-day revolving securitization facility which matures on June 14, 2007, collateralized by assets of the Trust. Borrowing rates under these agreements are based on a fixed spread over LIBOR, the federal funds rate, 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, 2006, was $453 million. Weighted average interest rate on outstanding borrowings was 5.69%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 22.1% of total assets at November 30, 2006. Average borrowings for the nine months ended November 30, 2006 were $477,690,909 and the average annualized interest rate was 5.66% excluding other fees related to the unused portion of the facilities, and other fees.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 6 — COMMITMENTS (continued)

As of November 30, 2006, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Baker & Taylor, Inc.	$	2,250,000
Baker Tanks, Inc.		510,000
Builders Firstsource, Inc.		1,500,000
Casema Bidco		583,333
Casema Bidco		583,333
Federal-Mogul Corporation		2,680,000
Green Valley Ranch Gaming, LLC		250,000
Hearthstone Housing Partners II, LLC		1,720,588
Kerasotes Theatres, Inc.		975,000
Lucite International US Finco Limited		1,038,168
MEG Energy Corporation		2,800,000
Neoplan USA Corporation		382,500
Norwood Promotional Products Holdings, Inc.		525,000
Norwood Promotional Products Holdings, Inc.	$	979,412
Oglebay Norton Company		400,000
Persona Communication, Inc.		190,000
PLY Gem Industries, Inc.		1,250,000
Primedia, Inc.		1,133,250
Syniverse Holding, LLC		1,500,000
Trump Entertainment Resorts Holdings, L.P.		1,732,500
United States Shipping, LLC		838,710
Venetian Macau, Ltd.		1,600,000
Wastequip, Inc.		210,785
	$	25,632,580

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of November 30, 2006, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date		Shares Registered		Shares Remaining
	9/15/98		25,000,000		12,374,909
	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.

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, 2006.

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, 2006, the Trust held 0.86% of its total assets in subordinated loans and unsecured loans.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 10 — 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 distributions of paid-in 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, 2006		Year Ended February 28, 2006
Ordinary Income		Ordinary Income
$	76,156,837	$	82,267,626

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of February 28, 2006 were:

Undistributed Ordinary Income		Unrealized Appreciation/ Depreciation		Post-October Capital Losses Deferred			Capital Loss Carryforwards			Expiration Dates
$	5,290,676	$	39,881,614	$	(1,126,243	)	$	(10,485,033	)		2007
								(38,118,850	)		2008
								(847,193	)		2009
								(47,376,376	)		2010
								(97,064,717	)		2011
								(57,686,392	)		2012
								(22,421,058	)		2013
								(560,828	)		2014
							$	(274,560,447	)

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Trust has assessed the impact of adopting FIN 48 and determined there will be no material impact to the Trust.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standard No. 157 ("SFAS No. 157"), Fair Value Measurements. The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2006, the Trust are currently assessing the impact, if any, that will result from adopting SFAS No. 157.

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S US MUTUAL FUNDS

In 2004, ING Investments 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 had 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, 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. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING's internal review related to mutual fund trading is now substantially 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 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.

In September 2005, ING Funds Distributor, LLC ("IFD"), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent ("AWC") with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S US MUTUAL FUNDS (continued)

In addition to the arrangements discussed above, in 2004 ING Investments reported to the Boards that, at that time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:

• Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.

• ReliaStar Life Insurance Company ("ReliaStar") entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.

• In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.

For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the SEC on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC's Web site at http://www.sec.gov. 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 ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

• 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.

• The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2006 (Unaudited) (continued)

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S US MUTUAL FUNDS (continued)

• ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.

• ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance team to enhance controls and consistency in regulatory compliance.

Other Regulatory Matters

The New York Attorney General (the "NYAG") 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 anti-competitive 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. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the "NH Bureau") concerning their administration of the New Hampshire state employees deferred compensation plan.

On October 10, 2006, an affiliate of ING Investments entered into an assurance of discontinuance with the NYAG (the "NYAG Agreement") regarding the endorsement of its products by the New York State United Teachers Union Member Benefits Trust ("NYSUT") and the sale of their products to NYSUT members. Under the terms of the NYAG Agreement, the affiliate of ING Investments, without admitting or denying the NYAG's findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAG's office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the "One-Page Disclosure"). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.

In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the "NH Agreement") to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureau's claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above.

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, 2006 (Unaudited) (continued)

NOTE 12 — INFORMATION REGARDING TRADING OF ING'S US 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 13 — SUBSEQUENT EVENTS

Subsequent to November 30, 2006, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0470

11/30/06

12/11/06

12/22/06

0.0475

12/20/06

12/29/06

1/12/07

Subsequent to November 30, 2006, 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

Series M

150.36

12/04/06-01/08/07

12/11/06-01/12/07

12/12/06-01/16/07

Series T

149.86

12/05/06-01/09/07

12/12/06-01/16/07

12/13/06-01/17/07

Series W

150.94

12/06/06-01/10/07

12/13/06-01/17/07

12/14/06-01/18/07

Series Th

149.97

12/07/06-01/11/07

12/14/06-01/18/07

12/15/06-01/19/07

Series F

149.63

12/08/06-01/12/07

12/15/06-01/19/07

12/18/06-01/22/07

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited)

Senior Loans*: 180.4%

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 3.0%

Avio Group

EUR

708,333

Term Loan, maturing October 31, 2014

950,898

EUR

708,333

Term Loan, maturing October 31, 2014

955,591

)

Delta

Ba3

B+

2,000,000

Debtor In Possession Term Loan, 10.118%,

maturing March 16, 2008

2,037,188

Dyncorp International, LLC

Ba2

BB-

3,941,646

Term Loan, 7.688%—7.813%,
maturing February 11, 2011

3,965,461

Forgings International, Ltd.

GBP

250,000

Term Loan, 2.500%, maturing August 11, 2014

497,974

1,427,925

Term Loan, 2.500%, maturing August 11, 2014

1,446,845

GBP

250,000

Term Loan, 2.500%, maturing August 11, 2015

500,186

1,427,925

Term Loan, 2.500%, maturing August 11, 2015

1,453,271

Hexcel Corporation

Ba2

BB-

1,227,104

Term Loan, 7.125%, maturing March 01, 2012

1,230,172

IAP Worldwide Services, Inc.

992,500

Term Loan, 9.688%,
maturing December 30, 2012

985,056

K&F Industries, Inc.

Ba3

B+

4,322,917

Term Loan, 7.320%,
maturing November 18, 2012

4,342,504

Onex Wind Finance, L.P.
(Mid-Western Aircraft Systems, Inc.)

Ba3

BB-

985,417

Term Loan, 7.110%
maturing December 31, 2011

988,034

Transdigm Holding Corporation

Ba3

B+

3,500,000

Term Loan, 7.360%, maturing June 23, 2013

3,523,625

United Airlines, Inc.

B+

2,052,188

Term Loan, 9.120%, maturing February 01, 2012

2,073,992

435,313

Term Loan, 9.125%, maturing February 01, 2012

439,938

US Airways

3,000,000

Term Loan, 8.867%, maturing March 31, 2011

3,023,037

Wesco Aircraft Hardware Corporation

B+

1,500,000

Term Loan, 7.570%,
maturing September 29, 2013

1,509,845

Wesco Aircraft Hardware Corporation

Caa1

B-

833,333

Term Loan, 11.125%, maturing March 31, 2014

851,736

Wyle Holdings, Inc.

B+

1,897,200

Term Loan, 8.110%—8.120%,
maturing January 28, 2011

1,907,280

32,682,633

Automobile: 4.2%

Accuride Corporation

Ba3

B+

1,949,091

Term Loan, 7.438%, maturing January 31, 2012

1,953,356

American Axle & Manufacturing, Inc.

Ba3

500,000

Term Loan, 9.500%, maturing April 02, 2010

507,500

125,000

Term Loan, 9.813%, maturing April 12, 2010

126,875

See Accompanying Notes to Financial Statements
24

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Automobile: (continued)

Arvin Meritor

Baa3

BB+

624,081

Term Loan, 7.125%, maturing June 23, 2012

624,991

Avis Budget Car Rental

Ba3

BB-

2,871,429

Term loan, 6.630%, maturing April 19, 2012

2,860,988

)

Federal-Mogul Corporation

BBB+

1,500,000

Debtor In Possession Term Loan, 7.375%,
maturing December 09, 2006

1,504,313

2,320,000

Debtor in Possession Revolver, 7.625%,
maturing December 09, 2006

2,320,000

Goodyear Tire & Rubber Company

Ba1

5,500,000

Term Loan, 7.472%, maturing April 30, 2010

5,516,203

Goodyear Tire & Rubber Company

Ba3

B+

9,400,000

Term Loan, 8.140%, maturing April 30, 2010

9,504,913

Hertz

Ba1

1,027,778

Term Loan, 5.390%,
maturing December 21, 2012

1,035,872

6,922,001

Term Loan, 7.570%—7.620%,
maturing December 21, 2012

6,976,512

Keystone Automotive Operations, Inc.

Ba3

B+

1,117,893

Term Loan, 7.874%—7.890%,
maturing October 30, 2009

1,120,688

1,488,750

Term Loan, 7.864%, maturing October 30, 2010

1,491,541

)

Tower (R.J.) Corporation

Ba3

BBB

3,000,000

Debtor In Possession Term Loan, 7.770%,
maturing February 02, 2007

2,911,251

TRW Automotive, Inc.

Ba1

BB+

2,404,041

Term Loan, 7.188%, maturing June 30, 2012

2,401,598

Vanguard Car Rental USA Holdings, Inc.

Ba3

B+

5,142,500

Term Loan, 8.313%—8.367%,
maturing June 14, 2013

5,180,534

46,037,135

Beverage, Food & Tobacco: 3.1%

Bolthouse Farms, Inc.

B+

2,481,250

Term Loan, 7.625%,
maturing December 16, 2012

2,483,964

Bumble Bee Foods, LLC

Ba3

B+

1,200,000

Term Loan, 7.121%—7.125%,
maturing May 02, 2012

1,200,000

Commonwealth Brands, Inc.

B+

8,405,250

Term Loan, 7.688%,
maturing December 22, 2012

8,471,441

Constellation Brands

Ba2

416,667

Term Loan, 6.875%—6.938%,
maturing June 05, 2013

418,692

Gate Gourmet Borrower, LLC

169,681

Term Loan, 8.117%, maturing March 09, 2012

167,135

554,658

Term Loan, 8.117%, maturing March 09, 2012

561,591

Golden State Foods

B+

3,900,000

Term Loan, 7.126%, maturing February 28, 2011

3,901,221

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

Michael Foods

Ba3

B+

3,632,751

Term Loan, 7.387%—7.553%,

maturing November 21, 2010

3,642,589

Nutro Products, Inc.

Ba3

2,167,554

Term Loan, 7.367%, maturing April 26, 2013

2,172,296

Pierre Foods

Ba2

B+

3,566,667

Term Loan, 7.500%, maturing June 30, 2010

3,577,812

Reynolds American

Baa2

BBB-

4,987,500

Term Loan, 7.104%—7.188%,
maturing May 31, 2012

5,027,245

Sturm Foods, Inc.

1,995,000

Term Loan, 7.625%, maturing May 26, 2011

1,993,753

33,617,739

Buildings & Real Estate: 5.4%

Armstrong World Industries, Inc.

Ba2

1,750,000

Term Loan, 7.070%, maturing October 17, 2013

1,753,829

Atrium Companies, Inc.

756,371

Term Loan, 8.125%—8.130%,
maturing May 31, 2012

746,917

Capital Automotive, L.P.

Ba1

BB+

11,163,155

Term Loan, 7.070%,
maturing December 16, 2010

11,200,652

Champion Home Builders Company

B+

875,000

Term Loan, 5.399%, maturing October 31, 2012

866,250

990,000

Term Loan, 7.820%, maturing October 31, 2012

982,575

Contech Construction Products, Inc.

Ba3

B+

1,737,847

Term Loan, 7.320%—7.380%,
maturing January 31, 2013

1,741,650

Custom Building Products, Inc.

B+

4,952,091

Term Loan, 7.617%, maturing October 29, 2011

4,956,216

Headwaters, Inc.

Ba3

BB-

3,619,713

Term Loan, 7.380%, maturing April 30, 2011

3,610,664

Hearthstone Housing Partners II, LLC

4,779,412

Revolver, 7.320%, maturing December 01, 2007

4,767,463

John Maneely Company

923,158

Term Loan, 8.374%, maturing March 24, 2013

937,198

Lion Gables Realty Limited Partnership

Ba2

BB+

864,477

Term Loan, 7.070%, maturing March 30, 2007

865,918

LNR Property Corporation

B+

1,200,000

Term Loan, 8.120%, maturing July 12, 2011

1,205,375

NCI Building Systems, Inc.

Ba1

1,525,739

Term Loan, 6.820%—6.870%,
maturing June 18, 2010

1,526,693

Newkirk Master Limited Partnership

Ba2

BB+

1,229,034

Term Loan, 7.070%, maturing August 11, 2008

1,230,955

959,763

Term Loan, 7.070%, maturing August 11, 2008

961,263

Nortek, Inc.

Ba2

7,016,325

Term Loan, 7.320%, maturing August 27, 2011

7,004,263

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Buildings & Real Estate: (continued)

PGT Industries, Inc.

B+

2,123,256

Term Loan, 8.380%,

maturing February 14, 2012

2,128,564

Shea Capital I, LLC

Ba2

BB-

1,000,000

Term Loan, 7.350%, maturing October 27, 2011

985,000

Stile US Acquisition Corporation

Ba3

BB-

2,904,438

Term Loan, 7.367%—7.380%,
maturing April 05, 2013

2,849,526

2,909,386

Term Loan, 7.367%—7.380%,
maturing April 05, 2013

2,854,381

Trustreet Properties, Inc.

Ba3

4,000,000

Term Loan, 8.070%, maturing April 08, 2010

4,010,000

Yellowstone Development, LLC

BB-

2,356,000

Term Loan, 7.695%,
maturing September 30, 2010

2,312,315

59,497,667

Cargo Transport: 1.9%

Baker Tanks, Inc.

1,980,000

Term Loan, 7.820%,
maturing November 22, 2012

1,992,995

Gainey Corporation

BB-

798,000

Term Loan, 8.140%—8.160%,
maturing April 20, 2012

799,496

Helm Holding Corporation

B+

981,489

Term Loan, 7.820%—7.875%,
maturing July 08, 2011

984,557

Horizon Lines, LLC

Ba2

2,443,750

Term Loan, 7.620%, maturing July 07, 2011

2,453,679

Kenan Advantage Group, Inc.

B+

992,502

Term Loan, 8.367%,
maturing December 16, 2011

999,945

)

Neoplan USA Corporation

1,867,500

)

Revolver, maturing June 30, 2006

1,867,500

5,306,058

)

Term Loan, maturing June 30, 2006

4,457,089

Pacer International, Inc.

Ba3

694,118

Term Loan, 6.938%, maturing June 10, 2010

692,383

Railamerica Transportation Corporation

Ba2

361,477

Term Loan, 7.375%,
maturing September 29, 2011

362,607

3,057,753

Term Loan, 7.375%,
maturing September 29, 2011

3,067,309

Transport Industries, L.P.

B+

1,206,285

Term Loan, 7.875%,
maturing September 30, 2011

1,211,562

US Shipping Partners, L.P.

B+

1,995,000

Term Loan, 8.867%, maturing March 31, 2012

2,007,469

20,896,591

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Cellular: 2.6%

Centennial Communications Corporation

Ba2

10,085,631

Term Loan, 7.617%—7.620%,

maturing February 09, 2011

10,171,782

Cricket Communications, Inc.

5,985,000

Term Loan, 8.117%, maturing June 16, 2013

6,041,109

IWO Holdings

Baa2

BBB+

3,175,000

Floating Rate Note, maturing January 15, 2012

3,238,500

Ntelos, Inc.

4,421,355

Term Loan, 7.570%, maturing August 24, 2011

4,437,935

Rogers Wireless

Ba2

BB+

2,500,000

Floating Rate Note, 8.515%,
maturing December 15, 2010

2,550,000

Telepak, Inc./Cellular South

Ba3

B+

1,955,000

Term Loan, 7.126%—8.750%,
maturing May 04, 2011

1,956,834

28,396,160

Chemicals, Plastics & Rubber: 11.1%

Basell

Ba3

B+

833,333

Term Loan, 7.600%,
maturing September 07, 2013

843,490

166,667

Term Loan, 7.600%,
maturing September 07, 2013

168,698

833,333

Term Loan, 7.600%,
maturing September 07, 2014

843,750

166,667

Term Loan, 7.600%,
maturing September 07, 2014

168,750

Brenntag Holding GmbH & Company KG

1,178,182

Term Loan, 8.080%, maturing January 17, 2014

1,190,516

3,621,818

Term Loan, 8.080%, maturing January 17, 2014

3,659,735

Celanese

Ba3

BB-

5,317,018

Term Loan, 7.117%, maturing April 06, 2011

5,333,161

5,625,000

Term Loan, 5.320%, maturing April 06, 2009

5,664,842

Columbian Chemicals Company

Ba3

BB-

600,000

Term Loan, 7.117%, maturing March 16, 2013

600,000

Covalence Specialty Materials Corporation

Ba3

B+

1,952,250

Term Loan, 7.375%, maturing May 18, 2013

1,958,962

Covalence Specialty Materials Corporation

B-

500,000

Term Loan, 8.625%, maturing August 16, 2013

506,979

Flint Group

936,821

Term Loan, 7.840%,
maturing December 31, 2014

941,973

353,279

Term Loan, 7.840%,
maturing December 31, 2014

355,222

1,290,100

Term Loan, 8.340%,
maturing December 31, 2015

1,303,646

Georgia Gulf Company

Ba2

1,875,000

Term Loan, 7.320%, maturing October 03, 2013

1,885,883

Hawkeye Renewables, LLC

3,740,625

Term Loan, 9.320%—9.543%,
maturing June 30, 2012

3,628,406

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Chemicals, Plastics & Rubber: (continued)

Hexion Specialty Chemicals, Inc.

Ba3

5,408,598

Term Loan, 7.875%, maturing May 05, 2013

5,400,388

1,174,902

Term Loan, 7.870%, maturing May 05, 2013

1,173,118

1,188,000

Term Loan, 7.230%, maturing May 05, 2013

1,186,197

2,500,000

Term Loan, 7.625%—7.688%,
maturing May 05, 2013

2,496,205

Huntsman International, LLC

Ba3

BB-

20,844,399

Term Loan, 7.070%, maturing August 16, 2012

20,847,296

Ineos US Finance, LLC

Ba3

B+

2,800,000

Term Loan, 7.611%—7.615%,
maturing December 16, 2012

2,815,400

3,000,000

Term Loan, 7.611%—7.615%,
maturing December 16, 2013

3,029,793

3,000,000

Term Loan, 7.611%—7.615%,
maturing December 23, 2014

3,029,793

Innophos, Inc.

Ba2

1,019,318

Term Loan, 7.570%, maturing August 13, 2010

1,023,141

ISP Chemco, Inc.

Ba3

BB-

3,482,500

Term Loan, 7.375%—7.625%,
maturing February 16, 2013

3,490,120

JohnsonDiversey, Inc.

Ba2

B+

508,666

Term Loan, 7.870%,
maturing December 16, 2010

512,005

2,672,031

Term Loan, 7.870%,
maturing December 16, 2011

2,696,665

Kraton Polymers, LLC

Ba3

B+

1,791,000

Term Loan, 7.375%, maturing May 12, 2013

1,796,597

Lucite International US Finco, Ltd.

B+

710,052

Term Loan, 8.070%, maturing July 07, 2013

717,449

Lyondell Chemical Company

Ba2

3,491,250

Term Loan, 7.121%, maturing August 16, 2013

3,508,161

Nalco Company

Ba2

BB-

13,263,717

Term Loan, 7.070%—7.300%,
maturing November 04, 2010

13,316,852

Northeast Biofuels, LLC

B+

1,268,293

Term Loan, 8.682%, maturing June 30, 2013

1,273,049

Polypore, Inc.

Ba3

6,971,824

Term Loan, 8.320%,
maturing November 12, 2011

7,024,113

PQ Corporation

Ba2

B+

2,462,500

Term Loan, 7.375%,
maturing February 10, 2012

2,472,761

Ripplewood Phosphorus, LLC

Ba3

1,996,678

Term Loan, 8.620%, maturing July 20, 2011

1,994,182

Rockwood Specialties Group, Inc.

Ba2

B+

9,875,625

Term Loan, 7.376%,
maturing December 13, 2013

9,929,941

Vertellus Specialties, Inc.

B+

2,369,063

Term Loan, 8.610%—8.620%,
maturing March 31, 2013

2,383,869

121,171,108

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: 4.8%

Bluegrass Container Company

Ba3

BB-

1,200,778

Term Loan, 7.570%—7.617%,

maturing June 30, 2013

1,212,636

Boise Cascade, LLC

Ba2

4,094,702

Term Loan, 7.094%—7.125%,
maturing October 29, 2011

4,115,688

Graham Packaging Company

14,280,860

Term Loan, 7.625%—7.875%,
maturing October 07, 2011

14,352,264

Graphic Packaging International, Inc.

Ba2

B+

9,653,154

Term Loan, 7.820%—8.140%,
maturing August 08, 2010

9,776,406

Owens-Illinois

Ba2

BB-

2,843,750

Term Loan, 6.820%, maturing April 01, 2008

2,848,727

EUR

2,250,000

Term Loan, 4.896%, maturing May 23, 2013

2,964,612

Pro Mach, Inc.

2,487,500

Term Loan, 7.620%,

maturing December 01, 2011

2,506,156

Smurfit-Stone Container Corporation

Ba1

B+

6,068,819

Term Loan, 7.625%—7.688%,
maturing November 01, 2011

6,116,405

3,164,817

Term Loan, 7.625%—7.688%,
maturing November 01, 2011

3,189,633

Solo Cup Company

CCC+

2,025,834

Term Loan, 8.610%—8.624%,
maturing February 27, 2011

2,034,697

Xerium Technologies, Inc.

B+

3,305,272

Term Loan, 7.617%, maturing May 18, 2012

3,301,140

52,418,364

Data and Internet Services: 6.2%

Activant Solutions, Inc.

956,538

Term Loan, 7.375%, maturing May 01, 2013

950,262

Acxiom Corporation

Ba2

2,000,000

Term Loan, 7.070%—7.140%,
maturing September 15, 2012

2,008,750

Carlson Wagonlit Holdings, B.V.

Ba3

B+

2,750,000

Term Loan, 7.876%, maturing August 03, 2012

2,758,165

Dealer Computer Services, Inc.

Ba2

BB-

11,000,000

Term Loan, 7.820%, maturing October 26, 2012

11,063,019

Dealer Computer Services, Inc.

2,375,000

Term Loan, 10.820%,
maturing October 26, 2013

2,404,688

iPayment, Inc.

2,985,000

Term Loan, 7.320%—7.370%,
maturing May 10, 2013

2,983,134

JDA Software Group, Inc.

B+

1,200,000

Term Loan, 7.618%—7.839%,
maturing July 05, 2013

1,206,000

Open Text Corporation

Ba3

BB-

1,750,000

Term Loan, 7.900%,
maturing September 22, 2013

1,758,750

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Sungard Data Systems, Inc.

Ba3

B+

28,607,651

Term Loan, 7.875%,

maturing February 11, 2013

28,853,505

TDS Investor Corporation

Ba3

B+

289,971

Term Loan, 8.347%, maturing August 23, 2013

290,930

2,960,029

Term Loan, 8.367%, maturing August 23, 2013

2,969,808

Transaction Network Services, Inc.

Ba3

BB-

3,088,853

Term Loan, 7.391%, maturing May 04, 2012

3,088,853

Transfirst Holdings, Inc.

B+

872,813

Term Loan, 7.870%, maturing August 15, 2012

877,177

Verifone, Inc.

BB-

2,250,000

Term Loan, 7.120%, maturing October 30, 2013

2,257,736

Worldspan, L.P.

Ba3

4,589,759

Term Loan, 8.125%—8.188%,
maturing February 11, 2010

4,589,759

68,060,536

Diversified / Conglomerate Manufacturing: 4.8%

Aearo Technologies, Inc.

1,592,000

Term Loan, 7.867%, maturing March 24, 2013

1,606,261

Aearo Technologies, Inc.

Caa1

CCC+

1,200,000

Term Loan, 11.867%,
maturing September 24, 2013

1,218,000

Axia, Inc.

1,488,750

Term Loan, 8.620%,
maturing December 21, 2012

1,477,584

Brand Services, Inc.

Ba3

3,102,021

Term Loan, 7.600%—7.617%,
maturing January 15, 2012

3,107,837

Chart Industries, Inc.

Ba2

B+

2,000,001

Term Loan, 7.375%—7.438%,
maturing October 17, 2012

2,006,877

Cinram International, Inc.

BB-

3,990,000

Term Loan, 7.118%, maturing May 05, 2011

3,938,629

Dayco Products, LLC

Ba3

BB-

498,750

Term Loan, 7.830%—8.100%,
maturing June 21, 2011

497,295

Dresser, Inc.

1,949,045

Term Loan, 8.125%, maturing October 31, 2013

1,963,662

Dresser-Rand Group, Inc.

Ba1

BB-

421,419

Term Loan, 7.360%—7.618%,
maturing October 29, 2007

424,053

Flowserve Corporation

Ba2

BB-

3,745,100

Term Loan, 6.875%—6.938%,
maturing August 10, 2012

3,745,100

Generac Power Systems, Inc.

4,500,000

Term Loan, 7.820%,
maturing November 06, 2013

4,519,688

Generac Power Systems, Inc.

Caa1

CCC+

1,000,000

Term Loan, 11.320%, maturing May 06, 2014

1,006,875

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Gentek Holding Corporation

B+

2,336,282

Term Loan, 7.320%—7.440%,

maturing February 28, 2011

2,348,694

Goodman Global Holdings, Inc.

Ba2

B+

1,764,286

Term Loan, 7.188%,
maturing December 23, 2011

1,765,021

Mueller Group, Inc.

Ba3

BB-

7,559,440

Term Loan, 7.367%—7.618%,
maturing October 03, 2012

7,605,114

Norcross Safety Products, LLC

Ba1

BB-

987,337

Term Loan, 7.513%—9.250%,
maturing June 30, 2012

990,115

Prysmian, S.R.L.

EUR

1,200,000

Term Loan, 5.785%, maturing August 13, 2014

1,598,665

EUR

300,000

Term Loan, 6.285%, maturing August 31, 2015

401,455

Rexnord Corporation/RBS Global, Inc.

Ba2

B+

2,375,000

Term Loan, 7.875%—7.938%,

maturing July 19, 2013

2,385,395

Sensata Technologies

BB-

4,189,500

Term Loan, 7.100%—7.130%,
maturing April 27, 2013

4,164,480

Sensus Metering Systems, Inc.

Ba3

B+

1,582,609

Term Loan, 7.371%—7.583%,
maturing December 17, 2010

1,582,609

210,217

Term Loan, 7.371%—7.583%,
maturing December 17, 2010

210,217

Springs Window Fashions

Ba3

B+

992,500

Term Loan, 8.125%,
maturing December 30, 2012

999,323

Textron Fastening Systems

B+

500,000

Term Loan, 8.890%—8.921%,
maturing August 11, 2013

503,750

Walter Industries, Inc.

Ba2

B+

1,108,160

Term Loan, 7.117%—7.120%,
maturing October 03, 2012

1,111,346

Waterpik

BB-

1,353,470

Term Loan, 7.620%, maturing June 30, 2013

1,354,316

52,532,361

Diversified / Conglomerate Service: 6.5%

Affinion Group

Ba3

B+

3,511,628

Term Loan, 8.070%—8.123%,
maturing October 17, 2012

3,535,223

Alixpartners, LLP

BB-

2,675,000

Term Loan, 7.880%,
maturing October 12, 2013

2,692,834

CCC Information Services Group, Inc.

1,000,000

Term Loan, 7.870%,
maturing February 10, 2013

1,005,208

Fidelity National Information Solutions, Inc.

Ba1

BB+

25,501,031

Term Loan, 7.070%, maturing March 09, 2013

25,536,452

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

Iron Mountain, Inc.

Ba2

BB-

5,460,000

Term Loan, 7.094%, maturing April 02, 2011

5,475,927

2,234,680

Term Loan, 7.125%, maturing April 02, 2011

2,240,267

Mitchell International, Inc.

B+

642,317

Term Loan, 7.370%, maturing August 15, 2011

644,726

US Investigations Services, Inc.

B+

4,439,693

Term Loan, 7.890%,
maturing October 14, 2012

4,461,891

Valleycrest Companies, LLC

B+

1,250,000

Term Loan, 7.820%,
maturing October 04, 2013

1,262,891

Vertafore, Inc.

B+

1,064,077

Term Loan, 7.820%—7.870%,
maturing January 31, 2012

1,069,397

West Corporation

Ba3

B+

23,750,000

Term Loan, 8.070%,
maturing October 25, 2013

23,730,905

71,655,721

Diversified Natural Resources, Precious Metals & Minerals: 3.2%

Georgia Pacific Corporation

Ba2

BB-

32,157,000

Term Loan, 7.367%—7.390%,
maturing December 20, 2012

32,263,086

Georgia Pacific Corporation

Ba3

B+

3,250,000

Term Loan, 8.390%,
maturing December 20, 2013

3,263,647

35,526,733

Ecological: 1.5%

Allied Waste North America, Inc.

Ba3

7,118,482

Term Loan, 7.120%—7.210%,
maturing January 15, 2012

7,117,799

3,158,897

Term Loan, 7.270%, maturing January 15, 2012

3,159,389

Envirosolutions Real Property Holdings, Inc.

B-

2,750,000

Term Loan, 8.902%—8.920%,
maturing July 07, 2012

2,770,625

IESI Corporation

Ba3

1,800,000

Term Loan, 7.121%—7.127%,
maturing January 14, 2012

1,802,813

Wastequip, Inc.

1,525,922

Term Loan, 7.599%,
maturing July 15, 2011

1,529,737

16,380,363

Electronics: 4.2%

Advance Micro Devices

Ba3

BB-

17,996,494

Term Loan, 7.620%,
maturing October 22, 2013

18,086,476

Decision One

1,561,030

Term Loan, 12.000%, maturing April 15, 2010

1,561,030

Eastman Kodak

Ba3

B+

4,802,189

Term Loan, 7.570%—7.640%,
maturing October 18, 2012

4,816,735

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Electronics: (continued)

2,107,072

Term Loan, 7.570%,

maturing October 18, 2012

2,112,668

Freescale Semiconductor, Inc.

Baa3

6,000,000

Term Loan, maturing November 28, 2013

6,000,000

NXP (Philips Semiconductor)

Ba2

BB+

1,750,000

Floating Rate Note, 10.868%,
maturing October 15, 2013

1,776,250

EUR

1,500,000

Floating Rate Note, 6.214%,

maturing October 15, 2013

2,019,569

On Semiconductor

Ba3

B+

4,814,198

Term Loan, 7.617%,

maturing December 15, 2011

4,829,242

Sanminia-SCI

Ba2

BB-

1,750,000

Term Loan, 7.938%,
maturing January 31, 2008

1,755,906

Serena Software, Inc.

2,438,906

Term Loan, 7.618%, maturing March 11, 2013

2,441,650

SI International, Inc.

Ba3

B+

946,029

Term Loan, 7.320%—7.460%,
maturing February 09, 2011

947,212

46,346,738

Finance: 1.7%

LPL Holdings, Inc.

4,962,500

Term Loan, 7.880%—8.367%,
maturing June 28, 2013

5,007,475

Nasdaq Stock Market, Inc.

Ba3

BB+

4,026,808

Term Loan, 7.070%—7.117%,
maturing April 18, 2012

4,029,325

2,334,247

Term Loan, 7.070%—7.117%,
maturing April 18, 2012

2,335,706

Rent-A-Center, Inc.

Ba2

2,625,000

Term Loan, 7.130%, maturing June 30, 2012

2,630,331

TD Ameritrade Holding Corporation

Ba1

4,439,819

Term Loan, 6.820%,
maturing December 31, 2012

4,437,737

18,440,574

Foreign Cable, Foreign TV, Radio and Equipment: 3.4%

Casema Bidco (Serpering Investments, B.V.)

EUR

548,444

Term Loan, 6.173%,

maturing October 31, 2015

733,526

EUR

284,889

Term Loan, 6.173%,

maturing October 31, 2015

378,869

EUR

833,333

Term Loan, 6.673%,

maturing October 31, 2015

1,113,755

ENO France

EUR

4,000,000

Term Loan, 5.865%, maturing June 06, 2014

5,229,377

NTL Investment Holdings Limited

Ba3

BB-

GBP

4,715,588

Term Loan, 7.447%,

maturing September 03, 2012

9,266,872

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Foreign Cable, Foreign TV, Radio and Equipment: (continued)

GBP

4,034,412

Term Loan, 7.447%,

maturing September 03, 2012

7,928,254

P7S1 Holding II, S.A.R.L.
(German Media Partners)

B+

EUR

5,000,000

Term Loan, 7.382%, maturing July 08, 2011

6,645,643

UPC Financing Partnership

EUR

1,943,333

Term Loan, 5.507%, maturing March 12, 2013

2,584,475

EUR

2,200,000

Term Loan, 5.507%,

maturing December 31, 2013

2,926,185

36,806,956

Gaming: 5.2%

Ameristar Casinos, Inc.

Ba3

BB+

1,235,000

Term Loan, 6.820%,

maturing November 10, 2012

1,235,926

Boyd Gaming Corporation

Ba1

3,610,765

Term Loan, 6.867%, maturing June 30, 2011

3,615,221

CCM Merger, Inc. (a.k.a. Motorcity Casino)

Ba3

5,432,491

Term Loan, 7.367%—7.390%,
maturing July 13, 2012

5,433,170

Green Valley Ranch Gaming, LLC

250,000

Revolver, 6.992%—7.015%,
maturing December 23, 2008

249,375

2,441,512

Term Loan, 7.367%,
maturing December 17, 2011

2,441,132

Greenwood Racing, Inc.

B+

1,500,000

Term Loan, maturing November 13, 2011

1,506,563

Herbst Gaming, Inc.

Ba1

B+

985,000

Term Loan, 7.367%—7.372%,
maturing January 31, 2011

986,231

Isle Of Capri Black Hawk, LLC

B+

1,320,000

Term Loan, 7.350%—7.390%,
maturing October 24, 2011

1,320,825

Isle Of Capri Casinos, Inc.

Ba1

BB-

987,500

Term Loan, 7.117%,
maturing February 04, 2011

990,709

1,473,750

Term Loan, 7.117%—7.322%,
maturing February 04, 2011

1,478,540

Opbiz, LLC

CCC+

7,203,590

Term Loan, 6.838%, maturing August 31, 2010

7,242,612

19,695

Term Loan, 9.537%, maturing August 31, 2010

19,802

Penn National Gaming, Inc.

Ba2

13,365,000

Term Loan, 7.120%—7.150%,
maturing October 03, 2012

13,442,691

Ruffin Gaming, LLC

1,485,376

Term Loan, 7.625%, maturing June 28, 2008

1,494,660

Trump Entertainment Resorts Holdings, L.P.

Ba3

BB-

1,728,125

Term Loan, 8.030%, maturing May 20, 2012

1,740,816

Venetian Casino Resort, LLC

Ba2

BB-

9,119,658

Term Loan, 7.120%, maturing June 15, 2011

9,161,307

1,880,342

Term Loan, 7.120%, maturing June 15, 2011

1,888,929

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Gaming: (continued)

Venetian Macao

BB-

1,200,000

Term Loan, 8.120%, maturing May 26, 2013

1,208,100

Yonkers Racing Corporation

1,251,048

Term Loan, 8.820%, maturing August 12, 2011

1,266,686

748,952

Term Loan, 8.820%, maturing August 12, 2011

758,314

57,481,609

Grocery: 0.8%

Roundy's Supermarkets, Inc.

Ba3

B+

4,962,500

Term Loan, 8.380%—8.390%,
maturing November 03, 2011

5,009,644

Supervalu

Ba3

BB-

3,980,000

Term Loan, 7.188%, maturing June 02, 2012

3,991,518

9,001,162

Healthcare, Education and Childcare: 14.7%

Accellent, Inc.

Ba3

BB-

1,985,000

Term Loan, 6.820%,
maturing November 22, 2012

1,985,000

AGA Medical Corporation

B+

1,832,209

Term Loan, 7.620%, maturing April 28, 2013

1,831,064

Ameripath, Inc.

Ba2

BB-

497,500

Term Loan, 7.390%,
maturing October 31, 2012

497,998

AMN Healthcare, Inc.

Ba2

BB-

740,596

Term Loan, 7.117%,
maturing November 02, 2011

743,142

Block Vision Holdings Corporation

13,365

Term Loan, 13.000%, maturing July 30, 2007

—

Capella Healthcare, Inc.

2,977,500

Term Loan, 8.367%,
maturing November 30, 2012

2,995,180

CCS Medical

4,466,250

Term Loan, 8.620%,
maturing September 30, 2012

4,334,656

CHS/Community Health Systems, Inc.

Ba3

BB-

14,591,301

Term Loan, 7.070%—7.120%,
maturing August 19, 2011

14,612,152

Compsych Investments Corporation

1,481,222

Term Loan, 8.070%—8.120%,
maturing April 20, 2012

1,488,628

Concentra Operating Corporation

Ba2

B+

4,662,082

Term Loan, 7.380%—7.620%,
maturing September 30, 2011

4,679,565

CRC Health Corporation

Ba3

1,471,711

Term Loan, maturing February 06, 2013

1,476,310

1,492,500

Term Loan, 7.617%,
maturing February 06, 2013

1,497,164

Davita, Inc.

Ba2

BB-

19,405,796

Term Loan, 7.320%—7.690%,
maturing October 05, 2012

19,505,425

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

DJ Orthopedics, LLC

Ba3

BB-

1,132,286

Term Loan, 6.875%, maturing April 07, 2013

1,131,578

Education Management Corporation

5,985,000

Term Loan, 7.875%, maturing June 01, 2013

6,027,643

Emdeon Business Services, LLC

B+

2,500,000

Term Loan, maturing November 30, 2013

2,507,033

EMSC, L.P.

Ba2

B+

3,243,549

Term Loan, 7.376%—7.386%,
maturing February 10, 2012

3,249,630

Encore Medical IHC, Inc.

Ba3

1,750,000

Term Loan, 7.870%,
maturing November 03, 2013

1,753,281

Fresenius Medical Care Holdings, Inc.

Ba2

4,079,500

Term Loan, 6.742%—6.765%,
maturing March 31, 2013

4,058,535

Gentiva Health Services, Inc.

Ba3

B+

2,821,622

Term Loan, 7.570%—7.890%,
maturing March 31, 2013

2,829,999

Golden Gate National Senior Care

Holdings, LLC (fka Beverley Enterprises)

Ba3

B+

1,194,000

Term Loan, 8.117%—8.124%,
maturing March 14, 2011

1,202,582

HCA, Inc.

Ba3

EUR

1,500,000

Term Loan, 5.956%,

maturing December 31, 2013

2,013,152

20,000,000

Term Loan, 8.086%,

maturing December 31, 2013

20,148,860

Healthsouth Corporation

B+

2,629,773

Term Loan, 8.620%, maturing March 10, 2013

2,642,556

Iasis Healthcare, LLC

Ba2

B+

6,798,776

Term Loan, 7.617%—7.620%,
maturing June 22, 2011

6,839,568

Lifepoint Hospitals, Inc.

Ba3

10,180,938

Term Loan, 6.945%, maturing April 15, 2012

10,136,396

Multiplan, Inc.

B+

1,500,235

Term Loan, 7.820%, maturing April 12, 2013

1,498,986

National Mentor, Inc.

76,667

Term Loan, 7.840%, maturing June 29, 2013

77,170

1,253,525

Term Loan, 7.870%—7.880%,
maturing June 29, 2013

1,261,752

Orthofix International/Colgate Medical

Ba3

BB-

2,000,000

Term Loan, 7.120%,
maturing September 22, 2013

2,004,376

Per-Se Technologies, Inc.

Ba3

B+

2,212,644

Term Loan, 7.570%,
maturing January 06, 2013

2,216,447

Quintiles Transnational Corporation

BB-

2,636,750

Term Loan, 7.370%, maturing March 31, 2013

2,636,750

Radiation Therapy Services, Inc.

BB-

1,934,646

Term Loan, 7.117%—8.750%,
maturing December 16, 2012

1,932,833

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Radnet Management, Inc.

2,000,000

Term Loan, 10.250%,

maturing October 01, 2012

2,005,000

Renal Advantage, Inc.

B+

4,043,754

Term Loan, 7.890%,
maturing October 06, 2012

4,074,082

Rural/Metro Operating Company, LLC

Ba2

519,127

Term Loan, 5.170%, maturing March 04, 2011

521,398

1,176,469

Term Loan, 7.609%—7.620%,
maturing March 04, 2011

1,181,616

Select Medical Corporation

Ba1

BB-

2,462,500

Term Loan, 7.070%—9.000%,
maturing February 24, 2012

2,418,791

Sheridan Healthcare, Inc.

B+

1,500,000

Term Loan, 8.350%—8.376%,
maturing November 09, 2012

1,514,063

Sterigenics International, Inc.

B+

2,000,000

Term Loan, maturing November 01, 2013

2,006,876

Team Health, Inc.

B+

2,068,409

Term Loan, 7.820%—7.871%,
maturing November 23, 2012

2,077,458

Vanguard Health Holdings Company II, LLC

Ba3

9,931,955

Term Loan, 7.868%,
maturing September 23, 2011

9,953,686

Ventiv Health, Inc.

Ba2

BB-

705,958

Term Loan, 6.867%,
maturing October 05, 2011

703,311

VWR International, Inc.

Ba3

B+

3,260,959

Term Loan, 7.630%, maturing April 07, 2011

3,272,170

161,543,862

Home & Office Furnishings: 1.2%

Buhrmann US, Inc.

Ba3

BB-

3,895,338

Term Loan, 7.120%—7.140%,
maturing December 23, 2010

3,902,641

National Bedding Company

Ba3

BB-

2,221,875

Term Loan, 7.350%—7.390%,
maturing August 31, 2011

2,228,541

Simmons Company

Ba3

BB-

7,166,516

Term Loan, 6.875%—7.625%,
maturing December 19, 2011

7,220,265

13,351,447

Insurance: 1.2%

Applied Systems, Inc.

B-

2,000,000

Term Loan, 7.070%—7.140%,
maturing September 26, 2013

2,010,626

Concord RE

Ba2

BB+

875,000

Term Loan, 5.399%,
maturing February 29, 2012

888,125

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Insurance: (continued)

Conseco, Inc.

Ba3

BB-

5,500,000

Term Loan, 7.320%,

maturing October 10, 2013

5,510,313

Crawford & Company

BB-

3,250,000

Term Loan, 7.860%,
maturing October 30, 2013

3,268,281

Swett & Crawford

B+

1,492,500

Term Loan, 7.617%,
maturing November 16, 2011

1,503,694

13,181,039

Leisure, Amusement, Entertainment: 8.5%

24 Hour Fitness Worldwide, Inc .

Ba3

3,233,750

Term Loan, 7.870%—8.120%,
maturing June 08, 2012

3,262,045

AMF Bowling Worldwide, Inc.

Ba2

878,046

Term Loan, 8.369%—8.619%,
maturing August 27, 2009

884,082

Cedar Fair, L.P.

Ba3

BB-

7,977,500

Term Loan, 7.867%,
maturing August 30, 2012

8,055,616

Cinemark USA, Inc.

Ba2

3,750,000

Term Loan, 7.320%—7.380%,
maturing October 05, 2013

3,768,491

Easton-Bell Sports, Inc.

Ba3

B+

995,000

Term Loan, 7.070%—7.110%,
maturing March 16, 2012

995,725

Hallmark Entertainment, LLC

1,750,000

Term Loan, 8.320%,
maturing December 31, 2011

1,748,906

HIT Entertainment, Inc.

Ba3

3,382,500

Term Loan, 7.620%, maturing March 20, 2012

3,407,869

Kerasotes Showplace Theater, LLC

B-

150,000

Revolver, 7.625%—9.250%,
maturing October 31, 2010

149,250

Lodgenet Entertainment Corporation

Ba1

B+

2,304,120

Term Loan, 7.617%, maturing August 29, 2008

2,309,880

London Arena & Waterfront

Finance, LLC (a.k.a. "The O2")

Ba3

796,000

Term Loan, 8.890%, maturing March 08, 2012

802,965

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

8,095,238

Term Loan, 8.617%, maturing April 08, 2011

8,006,417

33,332,500

Term Loan, 8.617%, maturing April 08, 2012

32,973,876

Panavision, Inc.

Ba3

995,000

Term Loan, 8.320%—8.376%,
maturing March 30, 2011

1,002,463

Pure Fishing, Inc.

Ba3

2,800,650

Term Loan, 8.620%—8.860%,
maturing September 30, 2010

2,793,648

Six Flags Theme Parks, Inc.

Ba3

B-

2,372,388

Term Loan, 8.610%—8.870%,
maturing June 30, 2009

2,402,971

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

Universal City Development Partners

Ba1

BB-

4,627,273

Term Loan, 7.350%—7.380%,

maturing June 09, 2011

4,647,517

Warner Music Group

Ba2

BB-

16,161,623

Term Loan, 7.370%—7.409%,
maturing February 28, 2011

16,236,371

93,448,092

Lodging: 1.5%

Hotel Del Coronado

16,400,000

Term Loan, 7.070%,
maturing January 09, 2008

16,400,000

16,400,000

Machinery: 1.3%

Alliance Laundry Systems, LLC

Ba3

2,971,277

Term Loan, 7.570%,
maturing January 27, 2012

2,987,063

Enersys Capital, Inc.

Ba2

4,180,398

Term Loan, 7.368%—7.594%,
maturing March 17, 2011

4,206,526

Maxim Crane Works, L.P.

BB-

2,457,993

Term Loan, 7.320%—9.250%,
maturing January 25, 2010

2,467,210

United Rentals, Inc.

Ba1

BB-

4,563,889

Term Loan, 7.320%,
maturing February 14, 2011

4,588,611

14,249,410

Mining, Steel, Iron & Nonprecious Metals: 1.5%

Alpha Natural Resources

BB-

661,667

Term Loan, 7.117%,
maturing October 26, 2012

662,804

Carmeuse Lime, Inc.

1,834,100

Term Loan, 7.188%, maturing May 02, 2011

1,834,100

Excel Mining Systems, Inc.

B-

2,000,000

Term Loan, 8.320%,
maturing October 20, 2013

2,007,500

Longyear Holdings, Inc.

B-

398,734

Term Loan, 8.626%,
maturing October 06, 2012

401,642

370,253

Term Loan, 8.610%,
maturing October 06, 2012

372,953

3,731,013

Term Loan, 8.610%,
maturing October 06, 2012

3,758,219

Novelis

Ba2

BB-

1,989,941

Term Loan, 7.620%,
maturing January 07, 2012

1,997,093

3,456,213

Term Loan, 7.620%,
maturing January 07, 2012

3,468,635

Oglebay Norton Company

B+

1,600,000

Term Loan, 7.870%—9.750%,
maturing July 31, 2011

1,619,000

16,121,946

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

North American Cable: 19.2%

Atlantic Broadband

1,990,000

Term Loan, 8.140%, maturing August 04, 2012

2,017,363

Bragg Communications, Inc.

2,443,750

Term Loan, 7.120%, maturing August 31, 2011

2,446,805

Bresnan Communications, LLC

B+

2,750,000

Term Loan, 7.120%—7.150%,
maturing September 29, 2013

2,746,906

Bresnan Communications, LLC

B-

1,000,000

Term Loan, 9.870%—9.900%,
maturing March 29, 2014

1,023,333

)

Century Cable Holdings LLC

Caa1

1,230,000

Revolver, 9.250%, maturing March 31, 2009

1,194,198

8,000,000

Term Loan, 10.250%,
maturing December 31, 2009

7,820,000

21,357,940

Term Loan, 10.250%, maturing June 30, 2009

20,913,695

Cequel Communications II, LLC

3,850,000

Term Loan, 10.360%,
maturing October 30, 2007

3,857,219

Cequel Communications, LLC

B+

17,150,000

Term Loan, 7.620%,
maturing November 05, 2013

17,127,225

Cequel Communications, LLC

Caa1

B-

525,000

Term Loan, 9.876%, maturing May 05, 2014

524,016

Charter Communications Operating, LLC

53,500,000

Term Loan, 8.005%, maturing April 28, 2013

53,934,688

CSC Holdings, Inc. (Cablevision)

Ba2

23,283,000

Term Loan, 7.110%—7.126%,
maturing March 29, 2013

23,270,381

1,000,000

Term Loan, 7.870%,
maturing February 24, 2012

997,395

Insight Midwest Holdings, LLC

Ba3

BB-

9,500,000

Term Loan, 7.610%,
maturing September 30, 2013

9,559,964

Knology, Inc.

Ba3

2,138,518

Term Loan, 7.867%—7.876%,
maturing June 29, 2010

2,150,548

Mediacom Broadband, LLC

Ba3

BB-

10,890,000

Term Loan, 6.820%—7.120%,
maturing January 31, 2015

10,850,861

)

Olympus Cable Holdings, LLC

7,500,000

Term Loan, 9.500%, maturing June 30, 2010

7,328,318

21,000,000

Term Loan, 10.250%,
maturing September 30, 2010

20,566,875

Patriot Media & Communications, LLC

Ba3

B+

2,577,778

Term Loan, 7.570%—7.620%,
maturing March 31, 2013

2,595,500

Patriot Media & Communications, LLC

1,000,000

Term Loan, 10.500%,
maturing October 04, 2013

1,016,250

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

North American Cable: (continued)

Persona Communications, Inc.

Ba3

B+

310,000

Term Loan, 8.123%,

maturing October 12, 2013

311,938

San Juan Cable, LLC

B+

1,738,741

Term Loan, 7.391%,
maturing October 31, 2012

1,741,730

)

UCA Hilton Head

Caa1

7,000,000

Revolver, 9.500%,
maturing September 30, 2007

6,797,294

8,500,000

Term Loan, 9.500%, maturing March 31, 2008

8,298,125

WideOpenWest Finance, LLC

1,000,000

Term Loan, 7.620%—7.650%,
maturing May 01, 2014

1,002,321

210,092,948

Oil & Gas: 8.5%

Alon USA

BB-

221,667

Term Loan, 7.620%—7.876%,
maturing June 22, 2013

222,983

1,773,333

Term Loan, 7.620%—7.876%,
maturing June 22, 2013

1,783,863

CDX Funding, LLC

2,000,000

Term Loan, 10.617%, maturing March 31, 2013

2,035,000

Coffeyville Resources, LLC

Ba3

BB-

1,000,000

Term Loan, 7.870%, maturing June 24, 2012

1,005,250

1,481,344

Term Loan, 7.625%—9.500%,
maturing July 08, 2012

1,489,121

Complete Production Services

B+

2,970,000

Term Loan, 7.820%,
maturing September 12, 2012

2,982,994

CR Gas Storage

Ba3

BB-

424,242

Term Loan, 7.140%, maturing May 13, 2011

424,640

2,322,197

Term Loan, 7.140%—7.171%,
maturing May 12, 2013

2,322,197

296,970

Term Loan, 8.250%, maturing May 12, 2011

297,248

443,227

Term Loan, 7.140%—7.171%,
maturing May 12, 2013

443,227

El Paso Corporation

Ba3

B+

6,250,000

Term Loan, 8.720%, maturing August 01, 2011

6,290,525

Epco Holdings, Inc.

Ba2

B+

11,632,500

Term Loan, 7.320%—7.374%,
maturing August 18, 2010

11,697,933

Helix Energy Solutions Group, Inc.

5,186,922

Term Loan, 7.320%—7.640%,
maturing July 01, 2013

5,195,258

J. Ray Mcdermott, S.A.

Ba3

B+

3,000,000

Term Loan, 7.770%,
maturing June 06, 2012

3,037,500

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

Key Energy

4,466,250

Term Loan, 7.820%—7.870%,

maturing June 30, 2012

4,482,998

Magellan Midstream Holdings, L.P.

Ba3

BB-

1,746,723

Term Loan, 7.390%, maturing June 30, 2012

1,757,640

MEG Energy

2,786,000

Term Loan, 7.375%, maturing April 03, 2013

2,793,960

5,500,000

Term Loan, 10.120%,
maturing September 29, 2013

5,486,250

Opti Canada, Inc.

Ba3

BB+

3,000,000

Term Loan, 7.070%—7.100%,
maturing May 17, 2013

3,000,750

Regency Gas Services, L.P.

B+

2,000,000

Term Loan, 10.250%,
maturing August 15, 2013

2,003,438

Semcrude, L.P.

Ba2

5,197,769

Term Loan, 7.570%, maturing March 16, 2011

5,230,256

3,626,061

Term Loan, 7.640%, maturing March 16, 2011

3,648,724

Targa Resources, Inc.

B+

6,500,000

Term Loan, 7.617%,
maturing October 31, 2007

6,507,618

1,000,000

Term Loan, 7.742%,
maturing October 31, 2012

1,004,375

7,696,452

Term Loan, 7.617%—7.626%,
maturing October 31, 2012

7,730,124

Venoco, Inc.

Caa1

B-

2,000,000

Term Loan, 9.875%—10.000%,
maturing March 30, 2009

2,012,500

Vulcan Energy Corporation

Ba2

4,840,471

Term Loan, 6.871%—6.875%,
maturing August 12, 2011

4,849,547

W&T Offshore, Inc.

B+

2,900,000

Term Loan, 7.570%, maturing May 26, 2010

2,916,916

92,652,835

Other Broadcasting and Entertainment: 1.9%

Deluxe, Inc.

1,844,143

Term Loan, 8.367%, maturing January 28, 2011

1,858,743

DirecTV Holdings, LLC

Baa3

9,949,622

Term Loan, 6.820%, maturing April 13, 2013

9,966,865

VNU

B+

9,000,000

Term Loan, 8.125%, maturing August 09, 2013

9,038,754

20,864,362

Other Telecommunications: 4.4%

Asurion Corporation

6,235,793

Term Loan, 8.320%, maturing July 13, 2012

6,265,026

Asurion Corporation

CCC+

500,000

Term Loan, 9.500%, maturing January 13, 2013

507,813

BCM Ireland Holdings, Ltd.

Ba3

B+

EUR

2,083,333

Term Loan, 5.933%,

maturing September 30, 2015

2,760,365

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Telecommunications: (continued)

EUR

2,083,333

Term Loan, 6.308%,

maturing September 30, 2015

2,784,571

Cavalier Telephone

1,990,000

Term Loan, 9.870%, maturing March 24, 2012

2,002,438

Choice One Communications, Inc.
(a.k.a. Trilogy)

Ba3

3,000,000

Term Loan, 9.375%, maturing June 30, 2012

3,044,064

Cincinnati Bell, Inc.

Ba2

B+

3,465,000

Term Loan, 6.820%—7.028%,
maturing August 31, 2012

3,463,919

Consolidated Communications

Ba3

BB-

2,452,170

Term Loan, 7.367%—7.373%,
maturing October 14, 2011

2,455,235

Fairpoint Communications, Inc.

BB-

2,000,000

Term Loan, 7.125%,
maturing February 08, 2012

1,995,938

Iowa Telecommunications Services, Inc.

Ba3

BB-

4,250,000

Term Loan, 7.120%—7.150%,
maturing November 23, 2011

4,256,830

Paetec Communications

872,813

Term Loan, 8.875%, maturing June 12, 2012

878,632

Qwest Communications International, Inc.

10,000,000

Floating Rate Note,
maturing February 15, 2009

10,112,500

Telepacific Corporation

B-

1,000,000

Term Loan, 7.742%, maturing August 04, 2011

1,015,000

Time Warner Telecom Holdings, Inc.

Ba2

3,220,000

Term Loan, 7.570%,
maturing January 07, 2013

3,243,345

Windstream Corporation

Ba1

BBB-

2,875,000

Term Loan, 7.120%, maturing July 17, 2013

2,894,510

47,680,186

Personal & Nondurable Consumer Products: 5.1%

Advantage Sales And Marketing

3,084,500

Term Loan, 7.370%—7.460%,
maturing March 29, 2013

3,074,219

Bushnell Performance Optics

B+

1,732,927

Term Loan, 8.367%, maturing August 19, 2011

1,741,591

Central Garden & Pet Company

Ba2

1,292,253

Term Loan, 6.820%,
maturing September 30, 2012

1,293,600

Fender Musical Instruments Corporation

B+

1,871,216

Term Loan, 8.130%, maturing March 30, 2012

1,882,911

Fender Musical Instruments Corporation

Caa1

B-

2,500,000

Term Loan, 11.380%,
maturing September 30, 2012

2,525,000

Hunter Fan Company

Ba3

823,333

Term Loan, 7.900%, maturing March 24, 2012

821,275

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Jarden Corporation

Ba3

B+

2,016,552

Term Loan, 7.117%,

maturing January 24, 2012

2,014,283

10,170,388

Term Loan, 7.117%,
maturing January 24, 2012

10,158,946

Mega Bloks, Inc.

Ba2

BB-

987,500

Term Loan, 7.188%, maturing July 26, 2012

989,352

Natural Products Group, LLC

1,948,052

Term Loan, 8.320%—8.370%,
maturing June 19, 2013

1,954,749

Norwood Promotional Products

2,720,588

Revolver, 8.375%—9.500%,
maturing December 31, 2008

2,734,191

948,750

Term Loan, 9.375%,
maturing February 15, 2008

910,800

4,062,149

Term Loan, 11.688%,
maturing August 17, 2009

4,148,469

11,510,759

)

Term Loan, maturing August 17, 2011

5,237,395

Oreck Corporation

B+

901,414

Term Loan, 8.120%,
maturing January 27, 2012

899,160

Rayovac Corporation

B-

8,249,739

Term Loan, 8.370%—8.390%,
maturing February 06, 2012

8,289,511

Tupperware

Ba1

7,600,624

Term Loan, 6.890%,
maturing December 05, 2012

7,564,597

56,240,049

Personal, Food & Miscellaneous: 3.5%

Acosta, Inc.

B-

2,992,500

Term Loan, 8.070%, maturing July 28, 2013

3,021,803

AFC Enterprises

B+

1,070,957

Term Loan, 7.625%, maturing May 11, 2011

1,074,304

Allied Security Holdings, LLC

Ba3

497,727

Term Loan, 8.370%, maturing June 30, 2010

501,460

Arby's Restaurant Group, Inc.

Ba3

B+

5,431,452

Term Loan, 7.600%—7.626%,
maturing July 25, 2012

5,452,949

Carrols Corporation

Ba3

B+

2,976,334

Term Loan, 7.875%,
maturing December 31, 2010

2,988,240

CBRL (Cracker Barrel)

Ba2

2,056,179

Term Loan, 6.860%—8.750%,
maturing April 27, 2013

2,053,608

Coinmach Corporation

5,982,345

Term Loan, 7.875%,
maturing December 19, 2012

6,039,925

Coinstar, Inc.

Ba3

BB-

2,436,056

Term Loan, 7.350%—7.370%,
maturing July 07, 2011

2,452,804

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal, Food & Miscellaneous: (continued)

Culligan International Company

Ba2

BB-

1,989,582

Term Loan, 7.070%,

maturing September 30, 2011

1,995,179

Jack In The Box, Inc.

Ba1

BB-

2,643,357

Term Loan, 6.870%—6.900%,
maturing January 08, 2011

2,654,097

MD Beauty, Inc.

3,226,504

Term Loan, 8.070%,
maturing February 18, 2012

3,246,670

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

B+

1,946,220

Term Loan, 8.070%—8.120%

1,955,951

QCE, LLC (Quiznos)

2,061,500

Term Loan, 7.625%, maturing May 05, 2013

2,057,635

Reddy Ice Group, Inc.

Ba3

B+

1,000,000

Term Loan, 7.122%,
maturing August 09, 2012

1,000,313

Sonic Corporation

Ba3

BB-

1,080,000

Term Loan, 7.320%,
maturing September 14, 2013

1,082,532

U.S. Security Holdings, Inc.

621,875

Term Loan, 7.820%—7.890%,
maturing May 08, 2013

624,984

38,202,454

Printing & Publishing: 10.3%

Adams Outdoors Advertising, L.P.

B+

4,327,151

Term Loan, 7.120%—7.130%,
maturing October 18, 2012

4,337,294

American Achievement Corporation

Ba2

B+

683,649

Term Loan, 7.570%—9.500%,
maturing March 25, 2011

688,777

American Media Operations, Inc.

B-

3,350,000

Term Loan, 8.370%,
maturing January 31, 2013

3,368,495

American Reprographics

Ba2

2,103,387

Term loan, 7.070%—9.000%,
maturing June 18, 2009

2,108,646

Ascend Media Holdings, LLC

1,695,313

Term Loan, 8.870%,
maturing January 31, 2012

1,650,811

Banta Corporation

Ba2

1,000,000

Term Loan, 9.870%—9.900%,
maturing November 20, 2013

1,002,500

Black Press, Ltd.

Ba3

B+

753,667

Term Loan, 7.370%, maturing August 02, 2013

759,319

1,241,333

Term Loan, 7.370%, maturing August 02, 2013

1,250,643

Caribe Information Investments, Inc.

1,925,484

Term Loan, 7.630%—7.640%,
maturing March 31, 2013

1,927,891

Cenveo Corporation

Ba3

BB-

1,496,250

Term Loan, 7.372%—7.390%,
maturing June 21, 2013

1,499,991

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Dex Media East, LLC

Ba1

3,171,734

Term Loan, 6.860%—6.890%,

maturing May 08, 2009

3,166,507

Dex Media West, LLC

Ba1

971,265

Term Loan, 6.600%—6.640%,
maturing September 09, 2009

967,015

12,681,204

Term Loan, 6.850%—6.890%,
maturing March 09, 2010

12,659,012

Gatehouse Media, Inc.

B+

2,202,632

Term Loan, 7.570%,
maturing December 06, 2013

2,207,680

Hanley Wood, LLC

291,214

Term Loan, 7.570%, maturing August 01, 2012

291,456

2,438,121

Term Loan, 7.570%—7.621%,
maturing August 01, 2012

2,440,152

Idearc, Inc.

Ba2

BB+

20,400,000

Term Loan, maturing November 17, 2014

20,516,035

Jostens IH Corporation

Ba2

B+

9,306,264

Term Loan, 7.372%,
maturing October 04, 2011

9,359,580

MC Communications, LLC

2,698,906

Term Loan, 7.970%,
maturing December 31, 2010

2,714,087

Medianews Group

Ba2

BB-

997,500

Term Loan, 7.070%, maturing August 02, 2013

998,747

Medimedia USA, Inc.

Ba3

B+

1,250,000

Term Loan, 7.772%—9.750%,
maturing November 01, 2013

1,257,031

Merrill Communications, LLC

B+

2,938,574

Term Loan, 7.570%—7.617%,
maturing May 15, 2011

2,949,594

Nextmedia Operating, Inc.

1,747,620

Term Loan, 7.320%,
maturing November 15, 2012

1,745,217

776,720

Term Loan, 7.320%,
maturing November 15, 2012

775,652

PBI Media, Inc.

1,980,005

Term Loan, 7.617%—7.626%,
maturing September 30, 2012

1,984,130

Primedia, Inc.

6,101,667

Term Loan, 7.570%,
maturing September 30, 2013

6,090,861

R.H. Donnelley Corporation

Ba1

284,953

Term Loan, 6.600%—6.630%,
maturing December 31, 2009

283,248

9,607,936

Term Loan, 6.850%—6.890%,
maturing June 30, 2011

9,581,245

Source Media, Inc.

3,077,206

Term Loan, 7.610%,
maturing November 08, 2011

3,092,592

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Thomas Nelson Publishers

2,327,500

Term Loan, 7.570%—7.622%,

maturing June 12, 2012

2,333,319

Triple Crown Media, Inc.

1,475,995

Term Loan, 8.870%—10.500%,
maturing June 30, 2010

1,474,150

Wenner Media, LLC

Ba3

BB-

900,000

Term Loan, 7.110%,
maturing October 01, 2013

903,375

Yell Group, PLC

Ba3

BB-

EUR

2,000,000

Term Loan, 7.320%,

maturing February 10, 2013

2,681,580

2,000,000

Term Loan, 7.320%,

maturing February 10, 2013

2,018,750

Ziff Davis Media, Inc.

CCC

1,500,000

Floating Rate Note, maturing May 01, 2012

1,428,750

112,514,132

Radio and TV Broadcasting: 4.3%

Block Communications, Inc.

Ba1

BB-

992,500

Term Loan, 7.367%,
maturing December 22, 2011

995,602

CMP KC, LLC

Caa1

CCC+

1,390,331

Term Loan, 9.375%, maturing May 03, 2011

1,392,069

CMP Susquehanna Corporation

Ba3

B-

5,075,571

Term Loan, 7.375%—7.438%,
maturing May 05, 2013

5,094,605

Cumulus Media, Inc.

Ba3

2,992,500

Term Loan, 7.320%—7.626%,
maturing June 07, 2013

3,004,844

Emmis Communication

1,250,000

Term Loan, 7.320%,
maturing November 02, 2013

1,257,255

Entravision Communications Corporation

Ba3

B+

2,955,000

Term Loan, 6.870%, maturing March 29, 2013

2,956,847

Gray Television, Inc.

Ba1

BB-

496,250

Term Loan, 6.880%, maturing June 15, 2011

495,984

992,500

Term Loan, 6.870%—6.880%,
maturing November 22, 2012

991,968

Montecito Broadcast Group, LLC

1,985,000

Term Loan, 7.820%, maturing January 27, 2013

1,996,787

NEP Broadcasting

Ba3

2,396,104

Term Loan, 9.370%,
maturing February 03, 2011

2,424,558

955,605

Term Loan, 8.870%,
maturing February 03, 2011

966,058

Nexstar Broadcasting Group

Ba3

4,690,352

Term Loan, maturing August 14, 2012

4,681,558

Paxson Communications

CCC+

4,500,000

Term Loan, 8.624%,
maturing January 15, 2012

4,581,563

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: (continued)

Quebecor Media, Inc.

2,977,500

Term Loan, 7.350%—7.374%,

maturing January 17, 2013

3,000,296

Raycom TV Broadcasting, LLC

3,344,517

Term Loan, 6.875%,
maturing July 31, 2013

3,325,704

Regent Communications

1,500,000

Term Loan, 7.820%,
maturing November 13, 2013

1,504,688

Spanish Broadcasting Systems

3,940,000

Term Loan, 7.120%, maturing July 11, 2012

3,938,357

Young Broadcasting, Inc.

Ba3

B-

4,937,500

Term Loan, 7.875%—7.938%,
maturing November 03, 2012

4,933,644

47,542,387

Retail Stores: 8.8%

Amscan Holdings, Inc.

Ba3

B+

1,492,500

Term Loan, 8.375%—10.250%,
maturing December 23, 2012

1,504,859

Blockbuster, Inc.

B-

994,956

Term Loan, 8.870%—9.070%,
maturing August 20, 2011

998,501

Burlington Coat Factory

5,403,750

Term Loan, 7.620%, maturing May 28, 2013

5,336,576

Dollarama Group, L.P.

Ba2

B+

3,438,969

Term Loan, 7.376%,
maturing November 18, 2011

3,454,014

Harbor Freight Tools USA, Inc.

B+

7,214,486

Term Loan, 7.110%—7.123%,
maturing July 15, 2010

7,211,780

Jean Coutu Group, Inc.

BB-

4,991,107

Term Loan, 7.938%, maturing July 30, 2011

5,006,704

Mapco Express, Inc.

B+

2,234,240

Term Loan, 8.070%, maturing April 28, 2011

2,248,204

Michaels Stores, Inc.

B-

13,000,000

Term Loan, 8.375%,
maturing October 31, 2013

13,045,500

Nebraska Book Company, Inc.

Ba2

B-

2,414,974

Term Loan, 7.870%—7.880%,
maturing March 04, 2011

2,425,540

Neiman Marcus Group, Inc.

Ba3

B+

18,037,975

Term Loan, 7.891%, maturing April 06, 2013

18,181,016

Oriental Trading Company, Inc.

2,493,750

Term Loan, 8.120%—8.220%,
maturing July 31, 2013

2,503,882

Pantry, Inc.

Ba2

2,481,250

Term Loan, 7.070%,
maturing January 02, 2012

2,489,004

Pep Boys

Ba3

B+

496,253

Term Loan, 8.120%,
maturing January 27, 2011

500,906

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Petco Animal Supplies, Inc.

Ba3

5,125,000

Term Loan, 8.100%,

maturing October 26, 2013

5,151,266

Phones 4U Group, Ltd.

GBP

2,500,000

Term Loan, maturing November 30, 2014

4,880,835

GBP

2,500,000

Term Loan, maturing November 30, 2015

4,905,408

Sally Holding, LLC

B+

2,500,000

Term Loan, maturing November 16, 2013

2,513,173

Sports Authority

997,500

Term Loan, 7.617%, maturing May 03, 2013

993,759

Tire Rack, Inc. (The)

BB-

872,972

Term Loan, 7.070%—7.120%,
maturing June 24, 2012

870,789

Toy's R Us

2,375,000

Term Loan, 9.625%, maturing July 14, 2012

2,433,931

Travelcenters Of America, Inc.

9,925,000

Term Loan, 7.100%—7.120%,
maturing December 01, 2011

9,932,751

96,588,398

Satellite: 0.5%

Panamsat Corporation

Ba2

5,000,000

Term Loan, 7.872%,
maturing January 03, 2014

5,052,780

5,052,780

Telecommunications Equipment: 0.7%

Sorenson Communications, Inc.

Ba3

5,236,875

Term Loan, 8.390%,
maturing August 16, 2013

5,278,335

Sorenson Communications, Inc.

Caa1

CCC+

750,000

Term Loan, 12.390%,
maturing February 16, 2014

758,750

Syniverse Technologies, Inc.

Ba1

BB-

1,451,515

Term Loan, 7.120%,
maturing February 15, 2012

1,455,144

7,492,229

Textiles & Leather: 1.6%

Hanesbrands, Inc.

Ba2

BB-

2,500,000

Term Loan, 7.625%—7.688%,
maturing September 05, 2013

2,520,750

Hanesbrands, Inc.

B-

1,000,000

Term Loan, 9.188%, maturing March 05, 2014

1,023,661

Polymer Group, Inc.

BB-

7,443,750

Term Loan, 7.614%,
maturing November 22, 2012

7,464,689

Propex Fabrics, Inc.

Ba3

BB-

161,719

Term Loan, 7.630%, maturing July 31, 2012

161,820

St. John Knits International, Inc.

B+

762,387

Term Loan, 9.320%, maturing March 21, 2012

758,575

Targus Group, Inc.

Ba3

1,475,943

Term Loan, 8.820%—8.870%,
maturing November 22, 2012

1,452,575

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Textiles & Leather: (continued)

Targus Group, Inc.

CCC+

1,375,000

Term Loan, 8.820%—8.870%,

maturing May 22, 2013

1,258,125

Warnaco

Ba1

939,444

Term Loan, 6.820%—8.500%,
maturing January 31, 2013

936,509

William Carter

Ba3

2,181,727

Term Loan, 6.850%—6.876%,
maturing July 14, 2012

2,180,023

17,756,727

Utilities: 8.1%

Astoria Generating Company Acquisitions, LLC

BB-

769,882

Term Loan, 7.320%,
maturing February 23, 2011

775,014

2,256,025

Term Loan, 7.390%,
maturing February 23, 2013

2,271,066

Babcock & Wilcox Company

Ba2

B+

2,000,000

Term Loan, 8.360%,
maturing February 22, 2012

2,005,000

2,500,000

Term Loan, 5.267%,
maturing January 22, 2012

2,518,750

Coleto Creek WLE, L.P.

B+

764,331

Term Loan, 8.117%, maturing July 28, 2013

761,465

5,347,267

Term Loan, 8.117%, maturing June 28, 2013

5,327,215

KGEN, LLC

4,925,000

Term Loan, 7.992%, maturing August 01, 2011

4,943,469

La Paloma Generating Company, LLC

BB-

218,579

Term Loan, 7.070%, maturing August 16, 2012

217,122

1,317,078

Term Loan, 7.119%, maturing August 16, 2012

1,308,297

104,896

Term Loan, 7.117%, maturing August 16, 2012

104,197

LSP—Kendall Energy, LLC

9,594,806

Term Loan, 7.367%,
maturing October 07, 2013

9,592,810

LSP Gen Finance Co, LLC

Ba3

BB-

4,328,655

Term Loan, 7.117%, maturing May 04, 2013

4,341,282

NE Energy, Inc.

B+

792,683

Term Loan, 9.750%,
maturing November 01, 2013

800,015

1,907,317

Term Loan, 9.750%,
maturing November 01, 2013

1,924,960

NE Energy, Inc.

B-

425,000

Term Loan, 11.750%, maturing May 01, 2014

431,906

NRG Energy, Inc.

Ba1

BB-

6,000,000

Term Loan, 7.367%,
maturing February 01, 2013

6,027,186

24,452,393

Term Loan, 7.367%,
maturing February 01, 2013

24,577,002

See Accompanying Notes to Financial Statements
51

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

Bank Loan
Ratings†

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Utilities: (continued)

Pike Electric

Ba3

1,310,511

Term Loan, 6.875%, maturing July 01, 2012

1,309,692

886,628

Term Loan, 6.875%,
maturing December 10, 2012

886,074

Plum Point Energy Associates

1,198,857

Term Loan, 8.992%, maturing March 14, 2014

1,213,094

2,861,854

Term Loan, 8.617%, maturing March 14, 2014

2,895,838

Riverside Energy Center, LLC

244,856

Term Loan, 9.626%, maturing June 24, 2010

251,896

3,063,822

Term Loan, 9.626%, maturing June 24, 2011

3,151,900

2,116,749

Term Loan, 9.626%, maturing June 24, 2011

2,177,605

Thermal North America, Inc.

BB-

4,000,000

Term Loan, 8.070%, maturing October 24, 2008

4,020,000

Wolf Hollow I, L.P.

BB-

1,800,000

Term Loan, 7.570%, maturing June 22, 2012

1,773,000

450,000

Term Loan, 7.570%, maturing June 22, 2012

443,250

2,147,521

Term Loan, 7.617%, maturing June 22, 2012

2,115,308

88,164,413

Total Senior Loans
(Cost $1,967,524,095)

1,976,089,846

Other Corporate Debt: 0.6%

Automobile: 0.6%

Avis Budget Car Rental

Ba3

BB-

750,000

Floating Rate Note, maturing May 15, 2014

721,875

Navistar International Corporation

BB-

5,200,000

Unsecured Term Loan, 10.320%—10.368%,
maturing February 22, 2009

5,265,811

Total Other Corporate Debt
(Cost $5,930,368)

5,987,686

Equities and Other Assets: 1.8%

Description

Value

(1), (@) , (R)

Allied Digital Technologies Corporation
(Residual Interest in Bankruptcy Estate)

107,510

), (@) , (R)

AM Cosmetics Corporation (Liquidation Interest)

—

(@) , (R)

Block Vision Holdings Corporation (571 Common Shares)

—

(2), (@) , (R)

Boston Chicken, Inc.
(Residual Interest in Boston Chicken Plan Trust)

—

), (@) , (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 (1,402,038 Common Shares)

145,812

See Accompanying Notes to Financial Statements
52

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

		Description			Value
(2	), (@) , (R)	Electro Mechanical Solutions
		(Residual Interest in Bankruptcy Estate)			$	1,112
(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)				305,999
(@) , (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)				173,512
(2	), (@) , (R)	Humphreys, Inc. (Residual Interest in Bankruptcy Estate)				—
(2	), (@) , (R)	Imperial Home Décor Group, Inc. (Liquidation Interest)				—
(2	), (@) , (R)	Insilco Technologies (Residual Interest in Bankruptcy Estate)				—
(2	), (@) , (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)				100
(2	), (@) , (R)	Kevco, Inc. (Residual Interest in Bankruptcy Estate)				50
(2), (@) , (R)		Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)				—
(@) , (R)		Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 24, 2015)				—
(@), (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)				—
(2	), (@) , (R)	New Piper Aircraft, Inc. (Residual Interest in Litigation Proceeds)				—
(@) , (R)		New World Restaurant Group, Inc. (4,706 Common Shares)				37,648
(@), (R)		Norwood Promotional Products, Inc. (104,148 Common Shares)				—
(@) , (R)		Safelite Glass Corporation (856,340 Common Shares)				18,651,085
(@) , (R)		Safelite Realty Corporation (57,804 Common Shares)				317,922
(1	), (@) , (R)	Transtar Metals (Residual Interest in Bankruptcy Estate)				—
(1	), (@) , (R)	TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)				—
(2	), (@) , (R)	U.S. Aggregates (Residual Interest in Bankruptcy Estate)				—
(2), (@) , (R)		U.S. Office Products Company (Residual Interest in Bankruptcy Estate)				—
		Total for Equities and Other Assets (Cost $6,550,784)				19,795,273
		Total Investments (Cost $1,980,005,247)	182.8	%	$	2,001,872,805
		Other Assets and Liabilities — Net	(82.8	)		(906,612,159	)
		Net Assets	100.0	%	$	1,095,260,646

* 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

See Accompanying Notes to Financial Statements
53

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

(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.

(@) Non-income producing security.

(R) Restricted security.

** For Federal Income Tax purposes cost of investments is $1,980,110,134.
Net unrealized appreciation consists of the following:

Gross Unrealized Appreciation	$	25,877,781
Gross Unrealized Depreciation		(4,115,110	)
Net Unrealized Appreciation	$	21,762,671

See Accompanying Notes to Financial Statements
54

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2006 (Unaudited) (continued)

At November 30, 2006 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Euro EUR 8,745,000	Sell	12/15/06	$	11,212,402	$	11,592,658	$	(380,256	)
Euro EUR 11,660,000	Sell	01/12/07		14,901,228		15,479,865		(578,637	)
Euro EUR 8,745,000	Sell	02/15/07		11,198,704		11,628,388		(429,684	)
British Pound GBP 4,305,000	Sell	12/15/06		8,169,684		8,463,487		(293,803	)
British Pound GBP 5,740,000	Sell	01/12/07		10,811,162		11,286,870		(475,708	)
British Pound GBP 4,305,000	Sell	02/15/07		8,182,895		8,466,474		(283,579	)
			$	64,476,075	$	66,917,742	$	(2,441,667	)

See Accompanying Notes to Financial Statements
55

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER INVESTMENT PROGRAM

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

For dividend and capital gains distribution reinvestment purposes, 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 1-(800) 992-0180.

KEY FINANCIAL DATES — CALENDAR 2006 DIVIDENDS:

DECLARATION DATE	EX-DIVIDEND DATE	PAYABLE DATE
January 31	February 8	February 23

February 28	March 8	March 22

March 31	April 6	April 24

April 28	May 8	May 22

May 31	June 8	June 22

June 30	July 6	July 24

July 31	August 8	August 22

August 31	September 7	September 22

September 29	October 6	October 23

October 31	November 8	November 22

November 30	December 7	December 22

December 20	December 27	January 12

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

ING Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited) (continued)

STOCK DATA

The Trust's common shares are traded on the New York Stock Exchange ("NYSE") (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, 2006 was 5,524 which does not include approximately 46,756 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 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 1-800-SEC-0330; and is available upon request from the Trust by calling Shareholder Services toll-free at 1-800-992-0180.

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 June 19, 2006 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 72217

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 (1106-012406)