Edgar Filing: ING PRIME RATE TRUST

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

FORM N-Q

Quarterly Schedule of Portfolio Holdings of Registered
Management Investment Company

Investment Company Act file number: 811-5410

ING Prime Rate Trust

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

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

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

Date of fiscal year end:	February 28

Date of reporting period:	May 31, 2007

Item 1. Schedule of Investments

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

ING Prime Rate Trust

The schedules are not audited.

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (Unaudited)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

SENIOR LOANS^*: 170.5%

Aerospace & Defense: 3.9%

Avio Group

EUR

708,333

Term Loan, 6.032%, maturing December 13, 2014

968,478

EUR

708,333

Term Loan, 6.407%, maturing December 13, 2015

972,895

590,346

Term Loan, 7.715%, maturing December 13, 2014

598,217

590,346

Term Loan, 8.091%, maturing December 13, 2015

601,169

Delta Air Lines, Inc.

Ba2

B+

1,500,000

(5)

Term Loan, maturing April 30, 2012

1,507,500

Delta Air Lines, Inc.

B-

2,500,000

Term Loan, 8.605%, maturing April 30, 2012

2,535,000

Dyncorp International, LLC

Ba2

BB-

2,429,252

Term Loan, 7.625%, maturing February 11, 2011

2,451,521

Forgings International, Ltd.

1,362,698

Term Loan, 7.570%, maturing August 11, 2014

1,379,853

1,369,696

Term Loan, 7.820%, maturing August 11, 2015

1,392,810

GBP

239,387

Term Loan, 7.906%, maturing August 11, 2014

479,868

GBP

241,073

Term Loan, 8.156%, maturing August 11, 2015

485,293

Hawker Beechcraft Acquisition Company, LLC

Ba3

BB-

700,479

Term Loan, 7.250%, maturing March 26, 2014

704,670

6,675,017

Term Loan, 7.320%, maturing March 26, 2014

6,714,954

Hexcel Corporation

Ba1

985,259

Term Loan, 7.108%, maturing March 01, 2012

988,953

K&F Industries, Inc.

Ba3

B+

3,906,250

Term Loan, 7.320%, maturing November 18, 2012

3,912,965

McKechnie Aerospace DE, Inc.

Ba3

B+

1,000,000

(5)

Term Loan, maturing May 11, 2014

1,004,690

Spirit Aerosystems, Inc.

Ba3

BB+

980,490

Term Loan, 7.105%, maturing December 31, 2011

987,077

Transdigm, Inc.

Ba3

B+

3,500,000

Term Loan, 7.348%, maturing June 23, 2013

3,524,500

United Airlines, Inc.

B+

2,500,000

Term Loan, 7.375%, maturing February 01, 2014

2,506,058

US Airways Group, Inc.

6,200,000

Term Loan, 7.850%, maturing March 24, 2014

6,247,467

Wesco Aircraft Hardware Corporation

B+

1,486,250

Term Loan, 7.600%, maturing September 29, 2013

1,498,558

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Aerospace & Defense (continued)

Wyle Holdings Inc.

B+

1,750,418

Term Loan, 8.110%, maturing January 28, 2011

1,756,982

43,219,478

Automobile: 3.5%

(2)

Federal-Mogul Corporation

BBB+

1,230,000

Debtor In Possession Revolver, 2.299%, maturing July 01, 2007

1,225,388

Ford Motor Company

Ba3

2,493,750

Term Loan, 8.360%, maturing December 15, 2013

2,516,585

Hertz Corporation

Ba1

BB+

4,866,660

Term Loan, 7.082%, maturing December 21, 2012

4,907,725

1,027,778

Term Loan, 7.100%, maturing December 21, 2012

1,036,450

KAR Holdings, Inc.

Ba3

3,000,000

Term Loan, 7.570%, maturing October 20, 2013

3,023,253

Navistar International Corporation

1,800,000

Term Loan, 8.584%, maturing January 19, 2012

1,827,938

Oshkosh Truck Corporation

Ba3

17,955,000

Term Loan, 7.350%, maturing December 06, 2013

18,047,576

SAF-Holland Group GmbH

1,497,542

Term Loan, 7.725%, maturing January 07, 2015

1,516,261

1,370,412

Term Loan, 8.225%, maturing February 07, 2016

1,387,543

Vanguard Car Rental USA Holdings, Inc.

Ba3

3,877,500

Term Loan, 8.349%, maturing June 14, 2013

3,913,852

39,402,571

Beverage, Food & Tobacco: 5.6%

Advance Food Company

B+

722,222

Term Loan, 7.100%, maturing March 08, 2014

724,931

ARAMARK Corporation

Ba3

B+

2,992,500

Term Loan, 7.475%, maturing January 26, 2014

3,016,305

1,698,762

Term Loan, 7.475%, maturing January 26, 2014

1,712,276

17,161,499

Term Loan, 7.475%, maturing January 26, 2014

17,298,018

B&G Foods, Inc.

Ba2

B+

706,522

Term Loan, 7.360%, maturing February 23, 2013

710,275

Birds Eye Foods, Inc.

B+

1,000,000

Term Loan, 7.090%, maturing March 22, 2013

1,002,969

Bolthouse Farms, Inc.

1,970,013

Term Loan, 7.625%, maturing December 16, 2012

1,981,711

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Beverage, Food & Tobacco (continued)

Bumble Bee Foods, LLC

Ba3

B+

1,200,000

Term Loan, 7.106%, maturing May 02, 2012

1,201,500

Dean Food Company

Ba3

844,444

Term Loan, 6.875%, maturing April 02, 2014

847,506

Gate Gourmet Borrower, LLC

169,681

Term Loan, 8.090%, maturing March 09, 2012

167,135

Golden State Foods

B+

3,880,000

Term Loan, 7.105%, maturing February 28, 2011

3,887,275

Iglo Birds Eye

EUR

380,330

Term Loan, 6.085%, maturing November 30, 2014

519,814

EUR

568,424

Term Loan, 6.085%, maturing November 30, 2014

776,891

EUR

51,247

Term Loan, 6.106%, maturing November 30, 2014

70,041

EUR

380,330

Term Loan, 6.460%, maturing November 30, 2015

519,814

EUR

568,424

Term Loan, 6.460%, maturing November 30, 2015

780,126

EUR

51,247

Term Loan, 6.481%, maturing November 30, 2015

70,333

Michael Foods

Ba3

B+

3,227,084

Term Loan, 7.361%, maturing November 21, 2010

3,253,304

Nutro Products, Inc.

B-

2,110,312

Term Loan, 7.349%, maturing April 26, 2013

2,111,631

Orangina Group

EUR

147,059

Term Loan, 6.307%, maturing December 31, 2013

201,077

EUR

852,941

Term Loan, 6.307%, maturing December 31, 2013

1,165,837

Pierre Foods

Ba3

B+

3,504,906

Term Loan, 7.610%, maturing June 30, 2010

3,523,528

Pinnacle Foods Holding Corporation

B-

5,700,000

Term Loan, 8.099%, maturing April 02, 2014

5,749,163

Reynolds American

Baa2

BBB-

4,962,500

Term Loan, 7.125%, maturing May 31, 2012

5,006,364

Sturm Foods, Inc.

3,000,000

Term Loan, 7.938%, maturing January 31, 2014

3,016,251

United Biscuits

GBP

1,476,692

Term Loan, 8.228%, maturing December 31, 2014

2,972,923

62,286,998

Buildings & Real Estate: 3.6%

Armstrong World Industries, Inc.

Ba2

1,391,250

Term Loan, 7.070%, maturing October 02, 2013

1,397,120

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Buildings & Real Estate (continued)

Capital Automotive, L.P.

Ba1

BB+

11,163,155

Term Loan, 7.070%, maturing December 16, 2010

11,272,252

Contech Construction Products, Inc.

Ba3

B+

1,729,097

Term Loan, 7.333%, maturing January 31, 2013

1,740,985

Custom Building Products, Inc.

B+

4,901,962

Term Loan, 7.600%, maturing October 29, 2011

4,912,173

Frans Bonhomme

EUR

500,000

(5)

Term Loan, maturing January 31, 2015

682,712

EUR

500,000

(5)

Term Loan, maturing January 31, 2016

686,076

Headwaters Incorporated

Ba2

BB-

2,287,820

Term Loan, 7.360%, maturing April 30, 2011

2,294,255

Hearthstone Housing Partners II, LLC

4,358,824

Revolver, 5.623%, maturing December 01, 2007

4,337,030

John Maneely Company

B+

4,590,265

Term Loan, 8.613%, maturing December 08, 2013

4,589,191

KCPC Acquisition, Inc.

Ba2

189,655

(5)

Term Loan, maturing May 22, 2014

190,841

810,345

(5)

Term Loan, maturing May 22, 2014

815,409

Maguire Properties, Inc.

Ba3

BB-

774,469

Term Loan, 7.320%, maturing April 24, 2012

778,825

Nortek, Inc.

Ba2

3,499,049

Term Loan, 7.360%, maturing August 27, 2011

3,512,170

Ply Gem Industries, Inc.

B+

535,714

Revolver, 4.487%, maturing February 12, 2009

514,285

Shea Capital I, LLC

Ba3

BB-

995,000

Term Loan, 7.350%, maturing October 27, 2011

978,831

Tishman Speyer

Ba2

BB-

1,500,000

Term Loan, 7.070%, maturing December 08, 2012

1,507,812

40,209,967

Cargo Transport: 2.6%

Baker Tanks, Inc.

2,000,000

Term Loan, 7.601%, maturing May 01, 2014

2,013,750

Dockwise Transport, N.V.

1,094,819

Term Loan, 7.695%, maturing April 20, 2015

1,113,067

1,094,819

Term Loan, 8.195%, maturing April 20, 2016

1,114,891

Dockwise Transport, N.V.

560,000

Term Loan, 9.820%, maturing October 20, 2016

570,266

Gainey Corporation

BB-

794,000

Term Loan, 8.097%, maturing April 20, 2012

797,474

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Cargo Transport (continued)

Greatwide Logistics Services, Inc.

B-

2,992,500

Term Loan, 8.850%, maturing December 19, 2013

2,947,613

Helm Holding Corporation

B+

976,294

Term Loan, 7.607%, maturing July 08, 2011

979,345

Horizon Lines, LLC

Ba2

1,932,529

Term Loan, 7.600%, maturing July 07, 2011

1,947,628

Inmar, Inc.

575,000

Term Loan, 7.820%, maturing April 30, 2013

579,672

Kenan Advantage Group, Inc.

B+

987,505

Term Loan, 8.350%, maturing December 16, 2011

994,911

(2)

Neoplan USA Corporation

1,667,250

(3)

Revolver, 6.520%, maturing June 30, 2006

1,667,250

5,306,058

(3)

Term Loan, 11.008%, maturing June 30, 2006

4,457,089

Railamerica Transportation Corp.

4,200,000

Term Loan, 7.610%, maturing August 14, 2008

4,213,125

TNT Logistics

723,070

Term Loan, 6.417%, maturing November 04, 2013

730,753

1,922,813

Term Loan, 7.820%, maturing November 04, 2013

1,937,234

US Shipping Partners, L.P.

B+

432,285

Term Loan, 5.409%, maturing March 31, 2012

437,688

1,985,000

Term Loan, 8.850%, maturing March 31, 2012

2,009,813

28,511,569

Cellular: 2.3%

American Cellular Corporation

B-

4,650,000

Term Loan, 7.320%, maturing March 15, 2014

4,681,388

Centennial Communications Corp.

Ba2

10,085,631

Term Loan, 7.351%, maturing February 09, 2011

10,174,929

Cricket Communications, Inc.

Ba3

5,955,000

Term Loan, 7.600%, maturing June 16, 2013

6,014,550

NTELOS, Inc.

Ba3

4,355,498

Term Loan, 7.570%, maturing August 24, 2011

4,382,176

25,253,043

Chemicals, Plastics & Rubber: 10.0%

AZ Chem US, Inc.

EUR

759,590

Term Loan, 6.105%, maturing February 28, 2014

1,034,727

AZ Chem US, Inc.

Caa1

CCC+

333,333

Term Loan, 10.860%, maturing February 28, 2014

338,125

Borsodchem Nyrt.

EUR

403,030

Term Loan, 3.166%, maturing April 15, 2015

548,095

EUR

403,030

Term Loan, 3.408%, maturing April 15, 2016

550,419

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

				Bank Loan Ratings†		Market
Principal Amount			Borrower/Tranche Description	Moody’s	S&P	Value
*Chemicals, Plastics & Rubber (continued)*
			Brenntag Holding GmbH & Co. KG	B1	B
$	1,178,182		Term Loan, 7.887%, maturing January 17, 2014			$	1,193,093
3,621,818			Term Loan, 7.887%, maturing January 17, 2014			3,667,656
			Celanese	Ba3	BB-
3,200,000			Term Loan, 5.320%, maturing April 02, 2014			3,221,834
7,000,000			Term Loan, 7.099%, maturing April 02, 2014			7,047,761
			Flint Group	NR	NR
936,821			Term Loan, 7.824%, maturing December 31, 2012			945,531
353,279			Term Loan, 7.824%, maturing December 31, 2014			356,564
1,290,100			Term Loan, 8.324%, maturing December 31, 2013			1,308,141
			Hawkeye Renewables, LLC	B3	NR
3,721,875			Term Loan, 9.361%, maturing June 30, 2012			3,648,368
			HC Starck	NR	NR
EUR		83,333	Term Loan, 6.300%, maturing March 15, 2015			114,054
EUR		83,333	Term Loan, 6.675%, maturing March 15, 2016			114,574
$	323,225		Term Loan, 7.715%, maturing March 15, 2015			328,208
323,225			Term Loan, 8.090%, maturing March 15, 2016			329,824
			Hexion Specialty Chemicals, Inc.	Ba3	B
1,188,000			Term Loan, 7.220%, maturing May 05, 2013			1,198,952
5,381,488			Term Loan, 7.875%, maturing May 05, 2013			5,431,100
1,169,012			Term Loan, 7.875%, maturing May 05, 2013			1,179,789
2,487,500			Term Loan, 7.875%, maturing May 05, 2013			2,510,432
			Huntsman International, LLC	Ba1	BB
9,998,139			Term Loan, 7.070%, maturing August 16, 2012			10,057,508
			Ineos US Finance, LLC	Ba2	B+
2,520,000			Term Loan, 7.579%, maturing December 16, 2012			2,532,076
2,970,000			Term Loan, 7.580%, maturing December 16, 2013			3,000,627
2,970,000			Term Loan, 8.080%, maturing December 23, 2014			3,000,627
			Innophos, Inc.	Ba1	B+
961,364			Term Loan, 7.570%, maturing August 13, 2010			966,370
			ISP Chemco, Inc.	Ba3	B+
3,465,000			Term Loan, 7.125%, maturing February 16, 2013			3,479,231
			JohnsonDiversey, Inc.	Ba2	B+
506,123			Term Loan, 7.860%, maturing December 16, 2010			512,555
2,642,214			Term Loan, 7.860%, maturing December 16, 2011			2,675,791

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Chemicals, Plastics & Rubber (continued)

Kraton Polymers, LLC

Ba3

B+

1,782,000

Term Loan, 7.370%, maturing May 12, 2013

1,798,336

Lucite International US Finco Limited

B+

543,511

Term Loan, 4.880%, maturing July 07, 2013

547,418

706,493

Term Loan, 8.070%, maturing July 07, 2013

711,572

Lyondell Chemical Company

Ba2

3,473,750

Term Loan, 6.856%, maturing August 16, 2013

3,483,737

MacDermid, Inc.

B+

EUR

1,000,000

Term Loan, 6.115%, maturing April 09, 2014

1,349,605

1,300,000

Term Loan, 7.320%, maturing April 12, 2014

1,305,145

Millennium Inorganic Chemicals, Inc.

Ba3

B+

2,900,000

(5)

Term Loan, maturing May 21, 2014

2,924,833

Millennium Inorganic Chemicals, Inc.

CCC+

900,000

(5)

Term Loan, maturing November 21, 2014

912,375

Nalco Company

Ba2

BB-

12,293,484

Term Loan, 7.102%, maturing November 04, 2010

12,385,685

Northeast Biofuels, LLC

B+

1,268,293

Term Loan, 8.600%, maturing June 30, 2013

1,266,707

Polypore Incorporated

Ba3

6,936,162

Term Loan, 8.320%, maturing November 12, 2011

6,953,503

PQ Corporation

Ba2

B+

2,450,000

Term Loan, 7.350%, maturing February 10, 2012

2,458,166

Rockwood Specialties Group, Inc.

Ba2

B+

9,825,495

Term Loan, 7.355%, maturing December 13, 2013

9,918,228

Supresta Holdings, LLC

Ba3

B+

1,925,113

Term Loan, 8.600%, maturing July 20, 2011

1,927,519

Vertellus Specialties, Inc.

B+

2,357,188

Term Loan, 8.600%, maturing March 31, 2013

2,377,813

111,612,674

Containers, Packaging & Glass: 4.2%

Altivity Packaging, LLC

Ba3

BB-

1,194,759

Term Loan, 7.591%, maturing June 30, 2013

1,208,574

Berry Plastics Corporation

Ba3

B+

3,500,000

Term Loan, 7.355%, maturing April 03, 2015

3,517,259

Graham Packaging Company

13,200,000

Term Loan, 7.625%, maturing October 07, 2011

13,327,882

Graphic Packaging International, Inc.

Ba2

B+

9,200,000

Term Loan, 7.328%, maturing May 16, 2014

9,290,086

Owens-illinois

Ba2

BB-

EUR

2,199,375

Term Loan, 5.363%, maturing April 01, 2008

2,952,105

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Containers, Packaging & Glass (continued)

Pro Mach, Inc.

2,475,000

Term Loan, 7.600%, maturing December 01, 2011

2,493,563

Smurfit-Stone Container Corporation

Ba2

B+

3,519,690

Term Loan, 7.375%, maturing November 01, 2011

3,551,487

5,554,831

Term Loan, 7.375%, maturing November 01, 2011

5,605,013

Tegrant Holding Co.

500,000

Term Loan, 7.600%, maturing March 08, 2013

502,813

Tegrant Holding Co.

500,000

Term Loan, 10.850%, maturing March 08, 2015

505,938

Xerium Technologies, Inc.

B+

3,277,423

Term Loan, 8.100%, maturing May 18, 2012

3,279,471

46,234,191

Data and Internet Services: 7.9%

Activant Solutions, Inc.

930,897

Term Loan, 7.375%, maturing May 02, 2013

930,607

Acxiom Corporation

Ba2

1,823,333

Term Loan, 7.083%, maturing September 15, 2012

1,834,160

Amadeus IT Group S.A.

EUR

768,581

Term Loan, 6.245%, maturing July 31, 2013

1,047,621

EUR

768,581

Term Loan, 6.495%, maturing July 31, 2013

1,050,853

Audatex

B+

3,250,000

Term Loan, 7.320%, maturing April 30, 2014

3,268,281

Carlson Wagonlit Holdings B.V.

Ba2

B+

2,750,000

Term Loan, 7.605%, maturing August 03, 2012

2,775,352

iPayment, Inc.

2,970,000

Term Loan, 7.594%, maturing May 10, 2013

2,958,863

Open Text Corporation

Ba3

BB-

1,606,635

Term Loan, 7.850%, maturing October 02, 2013

1,618,684

Reynolds & Reynolds Company

Ba2

BB-

10,945,000

Term Loan, 7.350%, maturing October 26, 2012

11,030,995

Reynolds & Reynolds Company

B-

2,375,000

Term Loan, 10.850%, maturing October 26, 2013

2,435,118

Sabre, Inc.

B+

13,500,000

Term Loan, 7.605%, maturing September 30, 2014

13,529,538

Sitel, LLC

BB-

3,893,842

Term Loan, 7.846%, maturing January 30, 2014

3,923,046

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Data and Internet Services (continued)

Sungard Data Systems, Inc.

Ba3

B+

28,463,889

Term Loan, 7.356%, maturing February 11, 2013

28,730,738

Transaction Network Services, Inc.

BB-

1,250,000

Term Loan, 7.110%, maturing March 28, 2014

1,256,250

Transfirst Holdings, Inc.

B+

836,619

Term Loan, 7.850%, maturing August 15, 2012

837,665

Travelport, Inc.

Ba3

289,971

Term Loan, 7.850%, maturing August 23, 2013

292,344

2,735,297

Term Loan, 7.850%, maturing August 23, 2013

2,757,678

Verifone, Inc.

BB-

2,244,375

Term Loan, 7.110%, maturing October 31, 2013

2,255,597

Worldspan, L.P.

Ba3

3,990,000

Term Loan, 8.598%, maturing February 28, 2011

4,012,444

Worldspan, L.P.

CCC+

1,300,000

Term Loan, 12.350%, maturing December 07, 2014

1,312,188

87,858,022

Diversified / Conglomerate Manufacturing: 4.4%

Aearo Technologies, Inc.

1,584,000

Term Loan, 7.850%, maturing March 24, 2013

1,596,541

Aearo Technologies, Inc.

Caa1

CCC+

1,200,000

Term Loan, 11.850%, maturing September 24, 2013

1,222,500

Axia Incorporated

1,481,250

Term Loan, 8.600%, maturing December 21, 2012

1,444,219

Baldor Electric Company

Ba3

3,541,029

Term Loan, 7.125%, maturing March 31, 2014

3,564,640

Brand Services, Inc.

1,600,000

Term Loan, 7.625%, maturing February 07, 2014

1,610,002

Brand Services, Inc.

Caa1

CCC+

1,600,000

Term Loan, 11.375%, maturing February 07, 2014

1,618,000

Chart Industries, Inc.

Ba2

B+

2,000,001

Term Loan, 7.375%, maturing October 17, 2012

2,005,001

Cinram International, Inc.

BB-

2,598,455

Term Loan, 7.355%, maturing May 05, 2011

2,591,959

Dayco Products, LLC

Ba3

BB-

496,250

Term Loan, 7.847%, maturing June 21, 2011

500,593

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Diversified / Conglomerate Manufacturing (continued)

Dresser, Inc.

5,000,000

Term Loan, 7.860%, maturing May 04, 2014

5,047,815

Ferretti S.P.A

EUR

600,000

Term Loan, 4.084%, maturing March 31, 2015

818,340

EUR

600,000

Term Loan, 4.084%, maturing March 31, 2016

821,973

Generac Power Systems, Inc.

4,455,000

Term Loan, 7.850%, maturing November 09, 2013

4,428,747

Gentek Holding Corporation

Ba3

B+

416,667

Term Loan, 7.340%, maturing February 28, 2011

418,360

2,324,423

Term Loan, 7.356%, maturing February 28, 2011

2,333,867

Goodman Global Holdings, Inc.

Ba2

B+

1,473,571

Term Loan, 7.125%, maturing December 23, 2011

1,478,483

Itron, Inc.

Ba3

B+

800,000

Term Loan, 7.358%, maturing April 18, 2014

808,625

Mueller Group, Inc.

Ba3

4,000,000

(5)

Term Loan, maturing May 24, 2014

4,035,000

Norcross Safety Products, LLC

Ba1

BB-

968,594

Term Loan, 7.400%, maturing June 30, 2012

972,226

Rexnord Corporation

Ba2

B+

968,485

Term Loan, 7.580%, maturing July 19, 2013

977,111

2,297,131

Term Loan, 7.858%, maturing July 19, 2013

2,317,589

Sensata Technologies

BB-

4,168,500

Term Loan, 7.105%, maturing April 27, 2013

4,172,643

Sensus Metering Systems, Inc.

Ba3

B+

166,739

Term Loan, 7.361%, maturing December 17, 2010

167,573

1,539,130

Term Loan, 7.364%, maturing December 17, 2010

1,546,826

Springs Window Fashions

Ba3

B+

944,136

Term Loan, 8.125%, maturing December 31, 2012

950,627

Textron Fastening Systems

B+

497,500

Term Loan, 8.850%, maturing August 11, 2013

501,231

Walter Industries, Inc.

Ba2

B+

978,641

Term Loan, 7.088%, maturing October 03, 2012

981,699

48,932,190

Diversified / Conglomerate Service: 3.8%

Affinion Group

B+

3,279,070

Term Loan, 7.859%, maturing October 17, 2012

3,310,631

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Diversified / Conglomerate Service (continued)

AlixPartners, LLP

BB-

2,668,313

Term Loan, 7.610%, maturing October 12, 2013

2,689,993

Brickman Group

Ba3

BB-

2,000,000

Term Loan, 7.399%, maturing January 23, 2014

2,007,500

Brock Holdings, Inc.

1,500,000

Term Loan, 7.320%, maturing February 26, 2014

1,507,500

CCC Information Services Group, Inc.

901,111

Term Loan, 7.850%, maturing February 10, 2013

906,462

Coach America Holdings, Inc.

211,864

Term Loan, 5.258%, maturing April 20, 2014

214,115

826,271

Term Loan, 6.525%, maturing April 20, 2014

835,050

Fleetcor Technologies Operating Company, LLC

Ba3

B+

583,333

Term Loan, 7.570%, maturing April 30, 2013

588,437

Intergraph Corporation

2,089,286

Term Loan, 7.607%, maturing May 29, 2014

2,107,567

Mitchell International, Inc.

Ba3

B+

450,000

Term Loan, 7.360%, maturing March 28, 2014

452,953

Mitchell International, Inc.

Caa1

CCC+

250,000

Term Loan, 10.625%, maturing March 28, 2015

253,542

FR X Ohmstede Acquisitions Co.

B-

2,000,000

Term Loan, 7.875%, maturing August 09, 2013

2,017,500

Valley National Gases, Inc.

Ba3

1,975,758

Term Loan, 7.602%, maturing February 28, 2014

1,991,811

Valley National Gases, Inc.

CCC+

250,000

Term Loan, 11.320%, maturing August 28, 2014

252,500

Valleycrest Companies, LLC

B+

1,996,875

Term Loan, 7.350%, maturing October 04, 2013

2,008,732

Vertafore, Inc.

B+

3,100,000

Term Loan, 7.860%, maturing January 31, 2012

3,123,250

West Corp.

B+

18,064,688

Term Loan, 7.750%, maturing October 24, 2013

18,225,825

42,493,368

Diversified Nat’l Rsrcs, Precious Metals & Minerals: 3.2%

Georgia Pacific Corporation

Ba2

BB-

34,957,511

Term Loan, 7.093%, maturing December 20, 2012

35,190,118

35,190,118

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Ecological: 1.3%

Allied Waste North America, Inc.

Ba3

2,291,271

Term Loan, 7.070%, maturing January 15, 2012

2,306,865

4,238,269

Term Loan, 7.094%, maturing March 28, 2014

4,264,191

IESI Corporation

Ba3

1,800,000

Term Loan, 7.109%, maturing January 21, 2012

1,805,063

Synagro Technologies, Inc.

Ba3

B+

900,000

Term Loan, 7.360%, maturing April 02, 2014

904,782

Synagro Technologies, Inc.

Caa1

CCC+

485,000

Term Loan, 10.110%, maturing October 02, 2014

491,366

Wastequip, Inc.

Ba3

B+

2,796,117

Term Loan, 7.107%, maturing February 05, 2013

2,817,088

1,564,834

Term Loan, 7.600%, maturing February 05, 2013

1,576,570

14,165,925

Electronics: 2.3%

Advanced Micro Devices

Ba2

B+

9,726,035

Term Loan, 7.340%, maturing December 31, 2013

9,767,478

Audio Visual Services Corporation

Ba3

1,000,000

Term Loan, 7.600%, maturing February 28, 2014

1,006,250

Decision One

1,624,803

Term Loan, 12.000%, maturing April 15, 2010

1,462,323

Euronet Worldwide, Inc.

Ba2

1,000,000

Term Loan, 7.340%, maturing April 14, 2014

1,007,500

Infor Global Solutions

B-

EUR

748,125

Term Loan, 6.914%, maturing July 28, 2012

1,014,454

106,874

Term Loan, 9.100%, maturing July 28, 2012

107,676

204,842

Term Loan, 9.116%, maturing July 28, 2012

206,456

Infor Global Solutions

Caa2

CCC

EUR

500,000

Term Loan, 10.167%, maturing July 28, 2012

687,836

408,333

Term Loan, 11.600%, maturing July 28, 2012

416,755

NXP B.V.

Ba2

BB+

EUR

1,500,000

Floating Rate Note, 6.718%, maturing October 15, 2013

2,059,674

1,750,000

Floating Rate Note, 8.105%, maturing October 15, 2013

1,802,500

ON Semiconductor

Ba1

2,000,000

Term Loan, 7.100%, maturing September 06, 2013

2,002,500

PGS, Inc.

Ba3

BB-

1,100,000

Term Loan, 7.620%, maturing February 14, 2014

1,111,687

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Electronics (continued)

Sanmina - SCI Corporation

Ba2

BB-

1,750,000

Term Loan, 8.375%, maturing January 31, 2008

1,759,114

SI International, Inc.

Ba3

B+

940,965

Term Loan, 7.362%, maturing February 09, 2011

943,906

25,356,109

Farming & Agriculture: 0.0%

Mosaic Company

Ba1

456,132

Term Loan, 7.125%, maturing February 21, 2012

459,315

459,315

Finance: 1.7%

LPL Holdings, Inc.

4,950,094

Term Loan, 7.850%, maturing June 28, 2013

4,962,470

Nasdaq Stock Market, Inc.

Ba3

BB+

4,006,573

Term Loan, 7.070%, maturing April 18, 2012

4,021,241

2,322,517

Term Loan, 7.070%, maturing April 18, 2012

2,331,020

Rent-A-Center, Inc.

Ba2

2,557,532

Term Loan, 7.107%, maturing June 30, 2012

2,566,325

Riskmetrics

Ba3

B+

1,400,000

Term Loan, 7.600%, maturing January 11, 2014

1,414,000

TD Ameritrade Holding Corporation

Ba1

4,136,940

Term Loan, 6.820%, maturing December 31, 2012

4,156,980

19,452,036

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

Casema Bidco (Serpering Investments B.V.)

EUR

583,333

Term Loan, 6.359%, maturing November 14, 2014

796,169

EUR

548,444

Term Loan, 6.359%, maturing November 14, 2014

748,550

EUR

284,889

Term Loan, 6.359%, maturing November 14, 2014

388,840

EUR

583,333

Term Loan, 6.859%, maturing November 14, 2015

799,854

EUR

833,333

Term Loan, 6.859%, maturing November 14, 2015

1,142,820

Com Hem

SEK

8,666,667

Term Loan, 5.879%, maturing April 30, 2015

1,264,150

SEK

8,000,000

Term Loan, 6.004%, maturing April 30, 2015

1,171,965

Numericable (YPSO France SAS)

EUR

765,871

Term Loan, 6.363%, maturing July 30, 2014

1,036,360

EUR

1,249,580

Term Loan, 6.363%, maturing July 30, 2014

1,690,905

EUR

1,984,549

Term Loan, 6.363%, maturing July 30, 2014

2,685,449

EUR

694,875

Term Loan, 6.613%, maturing July 30, 2014

946,221

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

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

EUR

1,305,125

Term Loan, 6.613%, maturing July 30, 2014

1,777,206

TDF SA

EUR

1,000,000

Term Loan, 6.073%, maturing January 31, 2015

1,363,600

EUR

1,000,000

Term Loan, 6.323%, maturing January 31, 2016

1,369,456

UPC Financing Partnership

Ba3

EUR

4,143,333

Term Loan, 5.942%, maturing December 31, 2014

5,609,668

EUR

3,722,638

Term Loan, 5.942%, maturing December 31, 2014

5,035,435

EUR

4,535,928

Term Loan, 5.982%, maturing December 31, 2014

6,138,237

Virgin Media Investment Holdings Limited

Ba2

BB-

GBP

4,715,588

Term Loan, 7.818%, maturing September 03, 2012

9,374,110

GBP

4,034,412

Term Loan, 7.818%, maturing September 03, 2012

8,020,001

GBP

505,618

Term Loan, 7.834%, maturing September 03, 2012

1,005,117

GBP

994,382

Term Loan, 7.834%, maturing September 03, 2012

1,976,730

54,340,843

Gaming: 4.6%

Cannery Casino Resorts, LLC

BB-

1,653,543

Term Loan, 7.610%, maturing May 18, 2012

1,654,577

CCM Merger, Inc.

Ba3

3,410,070

Term Loan, 7.350%, maturing July 13, 2012

3,436,177

Fontainebleau Las Vegas, LLC

1,933,333

(5)

Term Loan, maturing May 31, 2014

1,950,250

Green Valley Ranch Gaming, LLC

B+

1,445,455

Term Loan, 7.358%, maturing February 16, 2014

1,456,232

Green Valley Ranch Gaming, LLC

Caa1

CCC+

750,000

Term Loan, 8.610%, maturing August 16, 2014

756,844

Greenwood Racing, Inc.

B+

1,496,250

Term Loan, 7.570%, maturing November 28, 2011

1,505,602

Herbst Gaming, Inc.

Ba3

B+

214,643

Term Loan, 7.225%, maturing December 02, 2011

215,672

428,214

Term Loan, 7.245%, maturing December 02, 2011

430,578

Isle Of Capri Casinos, Inc.

Ba1

BB-

1,466,250

Term Loan, 7.080%, maturing February 04, 2011

1,474,193

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Gaming (continued)

982,500

Term Loan, 7.080%, maturing February 04, 2011

987,822

Las Vegas Sands, LLC

Ba3

BB-

3,600,000

Term Loan, 7.070%, maturing May 23, 2014

3,614,468

Penn National Gaming, Inc.

Ba2

13,297,500

Term Loan, 7.110%, maturing October 03, 2012

13,405,542

Ruffin Gaming, LLC

1,478,769

Term Loan, 7.625%, maturing June 28, 2008

1,488,012

Seminole Tribe Of Florida

Ba1

BBB-

233,198

Term Loan, 3.438%, maturing March 05, 2014

233,854

1,574,089

Term Loan, 6.875%, maturing March 05, 2014

1,578,517

1,559,514

Term Loan, 6.875%, maturing March 05, 2014

1,563,901

Trump Entertainment Resorts Holdings, L.P.

Ba3

BB-

1,719,375

Term Loan, 7.846%, maturing May 20, 2012

1,731,734

1,719,375

Term Loan, 7.870%, maturing May 20, 2012

1,731,734

VML US Finance, LLC

BB-

2,000,000

Term Loan, 7.600%, maturing May 26, 2013

2,020,682

1,200,000

Term Loan, 7.600%, maturing May 26, 2013

1,212,409

1,600,000

Term Loan, 7.671%, maturing May 26, 2012

1,609,374

Wimar LandCo, LLC

B+

1,524,269

Term Loan, 7.850%, maturing July 03, 2008

1,535,837

Wimar OpCo, LLC

Ba3

B+

5,063,317

Term Loan, 7.850%, maturing January 03, 2012

5,115,216

Yonkers Racing Corporation

995,000

Term Loan, 8.875%, maturing August 12, 2011

1,007,438

51,716,665

Grocery: 0.3%

Roundys Supermarkets, Inc.

Ba3

B+

2,942,625

Term Loan, 8.090%, maturing November 03, 2011

2,969,109

2,969,109

Healthcare, Education and Childcare: 13.2%

Accellent, Inc.

B+

1,975,000

Term Loan, 7.860%, maturing November 22, 2012

1,975,824

Advanced Medical Optics, Inc.

Ba1

1,000,000

Term Loan, 7.093%, maturing April 02, 2014

1,000,000

AGA Medical Corporation

B+

1,632,209

Term Loan, 7.340%, maturing April 28, 2013

1,633,229

Ameripath, Inc.

BB-

495,000

Term Loan, 7.320%, maturing October 31, 2012

495,588

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Healthcare, Education and Childcare (continued)

AMN Healthcare, Inc.

Ba2

BB-

721,360

Term Loan, 7.100%, maturing November 02, 2011

723,614

Capella Healthcare, Inc.

3,637,500

Term Loan, 8.350%, maturing November 30, 2012

3,673,875

CHG Medical Staffing, Inc.

Ba3

B+

1,596,000

Term Loan, 7.835%, maturing December 20, 2012

1,617,945

400,000

Term Loan, 7.850%, maturing June 20, 2012

405,500

CHS/Community Health Systems, Inc.

Ba3

BB-

14,516,856

Term Loan, 7.110%, maturing August 19, 2011

14,567,897

Compsych Investments Corp.

1,375,957

Term Loan, 8.096%, maturing April 20, 2012

1,386,277

Concentra Operating Corporation

Ba2

B+

1,949,149

Term Loan, 7.332%, maturing September 30, 2011

1,957,373

CRC Health Corporation

Ba3

1,464,353

Term Loan, 7.850%, maturing February 06, 2013

1,473,505

1,485,038

Term Loan, 7.850%, maturing February 06, 2013

1,494,319

Davita, Inc.

Ba1

9,999,946

Term Loan, 6.842%, maturing October 05, 2012

10,044,865

Education Management Corporation

5,955,000

Term Loan, 7.125%, maturing June 01, 2013

5,981,524

Emdeon Business Services, LLC

B+

2,477,194

Term Loan, 7.600%, maturing November 16, 2013

2,494,224

EMSC, L.P.

Ba2

B+

3,218,852

Term Loan, 7.356%, maturing February 10, 2012

3,231,930

Encore Medical IHC, Inc.

Ba3

1,741,261

Term Loan, 7.878%, maturing November 03, 2013

1,747,247

Gambro

SEK

2,479,288

Term Loan, 6.110%, maturing June 05, 2014

362,533

SEK

2,520,712

Term Loan, 6.110%, maturing June 05, 2014

368,590

SEK

2,479,288

Term Loan, 6.610%, maturing June 05, 2015

364,145

SEK

2,520,712

Term Loan, 6.610%, maturing June 05, 2015

370,230

750,000

Term Loan, 7.870%, maturing June 05, 2014

758,906

750,000

Term Loan, 8.370%, maturing June 05, 2015

762,281

Gentiva Health Services, Inc.

Ba3

B+

2,659,459

Term Loan, 7.586%, maturing March 31, 2013

2,668,603

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Healthcare, Education and Childcare (continued)

Golden Gate National Senior Care Holdings, LLC

Ba3

B+

1,098,857

Term Loan, 8.070%, maturing March 14, 2011

1,106,870

Harrington Holdings, Inc.

2,466,667

Term Loan, 7.840%, maturing December 31, 2013

2,482,083

HCA, INC.

Ba3

16,957,500

Term Loan, 7.600%, maturing November 17, 2013

17,162,177

Health Management Associates, Inc.

Ba2

B+

7,000,000

Term Loan, 7.100%, maturing February 28, 2014

7,038,402

Healthsouth Corporation

B+

2,395,394

Term Loan, 7.849%, maturing March 10, 2013

2,416,219

Iasis Healthcare, LLC

Ba2

273,450

Term Loan, 7.320%, maturing March 15, 2014

274,817

3,001,113

Term Loan, 7.356%, maturing March 15, 2014

3,016,118

Lifepoint Hospitals, Inc.

Ba2

BB-

3,369,781

Term Loan, 6.985%, maturing April 15, 2012

3,363,989

Multiplan, Inc.

B+

1,413,271

Term Loan, 7.820%, maturing April 12, 2013

1,425,416

National Mentor, Inc.

76,667

Term Loan, 7.320%, maturing June 29, 2013

76,978

1,247,242

Term Loan, 7.353%, maturing June 29, 2013

1,252,309

Nycomed

EUR

543,619

Term Loan, 6.414%, maturing December 10, 2014

733,594

EUR

1,418,795

Term Loan, 6.414%, maturing December 10, 2014

1,914,611

EUR

87,538

Term Loan, 6.414%, maturing December 10, 2014

118,129

EUR

55,762

Term Loan, 6.414%, maturing December 10, 2014

75,249

EUR

394,286

Term Loan, 6.414%, maturing December 10, 2014

532,074

EUR

55,762

Term Loan, 6.914%, maturing December 10, 2014

75,249

EUR

87,538

Term Loan, 6.914%, maturing December 10, 2014

118,129

EUR

1,418,795

Term Loan, 6.914%, maturing December 10, 2014

1,914,611

EUR

543,619

Term Loan, 6.914%, maturing December 10, 2014

733,594

EUR

394,286

Term Loan, 6.914%, maturing December 10, 2014

532,074

Orthofix International/Colgate Medical

Ba3

BB-

1,880,909

Term Loan, 7.100%, maturing September 22, 2013

1,890,314

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Healthcare, Education And Childcare (continued)

Pharmaceutical Technologies & Services

Ba3

B+

3,100,000

Term Loan, 7.600%, maturing April 10, 2014

3,112,109

Quintiles Transnational Corp.

BB-

2,623,500

Term Loan, 7.350%, maturing March 31, 2013

2,630,059

Renal Advantage Inc.

B+

3,598,356

Term Loan, 7.850%, maturing October 06, 2012

3,634,339

Royalty Pharma

Baa2

BB+

1,000,000

(5)

Term Loan, maturing April 16, 2013

1,007,813

Rural/Metro Operating Company, LLC

Ba2

519,127

Term Loan, 5.170%, maturing March 04, 2011

523,020

1,094,117

Term Loan, 7.747%, maturing March 04, 2011

1,102,322

Select Medical Corporation

Ba2

B+

2,450,000

Term Loan, 7.361%, maturing February 24, 2012

2,444,781

Sheridan Healthcare, Inc.

B+

1,492,500

Term Loan, 8.326%, maturing November 09, 2011

1,518,619

Sterigenics International, Inc.

B+

1,990,000

Term Loan, 7.610%, maturing November 21, 2013

1,999,950

Stiefel Laboratories, Inc.

Ba3

B+

1,188,834

Term Loan, 7.605%, maturing December 28, 2013

1,197,751

1,554,291

Term Loan, 7.605%, maturing December 28, 2013

1,565,948

Sun Healthcare Group Inc.

Ba2

217,241

Term Loan, 5.455%, maturing April 19, 2013

218,147

851,740

Term Loan, 7.355%, maturing April 19, 2014

855,289

Team Health, Inc.

B+

2,057,989

Term Loan, 7.360%, maturing November 23, 2012

2,064,848

United Surgical Partners International, Inc.

Ba3

95,161

Term Loan, 2.173%, maturing April 19, 2014

95,072

1,677,419

Term Loan, 9.250%, maturing April 19, 2014

1,684,409

Vanguard Health Holdings Company II, LLC

Ba3

7,882,357

Term Loan, 7.600%, maturing September 23, 2011

7,944,770

VWR International, Inc.

Ba2

B+

3,112,396

Term Loan, 7.610%, maturing April 07, 2011

3,127,958

146,540,234

Home & Office Furnishings: 1.8%

Buhrmann US, Inc.

Ba2

3,875,413

Term Loan, 7.099%, maturing December 23, 2010

3,896,003

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Home & Office Furnishings (continued)

Global Garden Products Italy S.P.A.

EUR

1,250,000

(5)

Term Loan, maturing May 14, 2015

1,702,773

EUR

1,250,000

(5)

Term Loan, maturing May 14, 2016

1,711,181

Hilding Anders

SEK

18,071,429

Term Loan, 5.890%, maturing December 15, 2014

2,646,981

EUR

328,571

Term Loan, 6.098%, maturing December 15, 2014

449,816

National Bedding Company

BB-

2,210,709

Term Loan, 7.355%, maturing February 28, 2013

2,219,000

Simmons Company

Ba2

B+

7,166,516

Term Loan, 7.413%, maturing December 19, 2011

7,208,318

19,834,072

Insurance: 1.4%

Applied Systems, Inc.

B-

1,990,000

Term Loan, 7.853%, maturing September 26, 2013

2,001,194

Concord RE

Ba2

BB+

875,000

Term Loan, 9.605%, maturing February 29, 2012

884,844

Conseco, Inc.

Ba3

BB-

5,472,500

Term Loan, 7.320%, maturing October 10, 2013

5,501,575

Crawford & Company

BB-

3,078,988

Term Loan, 7.850%, maturing October 30, 2013

3,096,307

Swett & Crawford

2,600,000

Term Loan, 7.607%, maturing April 03, 2014

2,608,125

USI Holdings Corp.

B-

1,800,000

Term Loan, 8.110%, maturing April 15, 2014

1,817,626

15,909,671

Leisure, Amusement, Entertainment: 7.7%

24 Hour Fitness Worldwide, Inc.

Ba3

3,217,500

Term Loan, 7.850%, maturing June 08, 2012

3,239,620

AMF Bowling Worldwide, Inc.

873,543

Term Loan, 8.320%, maturing August 27, 2009

879,549

Cedar Fair, L.P.

Ba3

BB-

7,937,513

Term Loan, 7.320%, maturing August 30, 2012

8,028,802

Cinemark USA, Inc.

Ba3

3,731,250

Term Loan, 7.126%, maturing October 05, 2013

3,752,242

HIT Entertainment, Inc.

Ba3

2,615,417

Term Loan, 7.340%, maturing March 20, 2012

2,632,035

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Leisure, Amusement, Entertainment (continued)

Kerasotes Showplace Theater, LLC

B-

225,000

Revolver, 2.036%, maturing October 31, 2010

223,875

748,125

Term Loan, 7.625%, maturing October 31, 2011

752,645

London Arena & Waterfront Finance, LLC

Ba3

792,000

Term Loan, 7.840%, maturing March 08, 2012

798,930

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

7,892,857

Term Loan, 8.600%, maturing April 08, 2012

7,926,465

33,165,000

Term Loan, 8.600%, maturing April 08, 2012

33,306,217

NEP II, Inc.

4,497,500

Term Loan, 7.850%, maturing February 16, 2014

4,529,122

Universal City Development Partners

Ba1

BB-

4,627,273

Term Loan, 7.360%, maturing June 09, 2011

4,664,869

Warner Music Group

Ba2

BB-

15,067,777

Term Loan, 7.359%, maturing February 28, 2011

15,146,883

85,881,254

Lodging: 1.5%

Hotel Del Coronado

16,400,000

Term Loan, 7.070%, maturing January 09, 2008

16,400,000

16,400,000

Machinery: 1.6%

Alliance Laundry Systems, LLC

Ba3

2,893,085

Term Loan, 7.609%, maturing January 27, 2012

2,918,400

Enersys Capital, Inc.

Ba2

4,159,282

Term Loan, 7.111%, maturing March 17, 2011

4,185,278

Kion Group

EUR

1,250,000

Term Loan, 6.308%, maturing February 28, 2015

1,709,031

EUR

1,250,000

Term Loan, 6.558%, maturing February 28, 2016

1,716,772

Maxim crane Works, L.P.

BB-

2,445,610

Term Loan, 7.326%, maturing January 25, 2010

2,450,196

United Rentals, Inc.

Ba1

BB-

4,540,484

Term Loan, 7.320%, maturing February 14, 2011

4,569,675

17,549,352

Mining, Steel, Iron & Nonprecious Metals: 3.0%

Alpha Natural Resources

BB-

658,333

Term Loan, 7.100%, maturing October 26, 2012

660,699

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Mining, Steel, Iron & Nonprecious Metals (continued)

Edgen Murray Corporation

2,666,667

Term Loan, 8.110%, maturing April 30, 2014

2,683,333

Excel Mining Systems, Inc.

B-

1,911,538

Term Loan, 8.350%, maturing October 20, 2013

1,924,680

Freeport-McMoRan Copper & Gold, Inc.

Baa3

BB+

17,668,267

Term Loan, 7.070%, maturing March 19, 2014

17,749,505

Noranda Aluminum Acquisition Corp.

Ba2

BB-

875,000

Term Loan, 7.320%, maturing May 15, 2014

881,016

Novelis

Ba2

BB-

3,035,671

Term Loan, 7.590%, maturing January 07, 2012

3,044,921

593,965

Term Loan, 7.610%, maturing January 07, 2012

595,774

Oglebay Norton Company

B+

1,530,450

Term Loan, 7.600%, maturing July 31, 2011

1,545,754

Oxbow Carbon And Minerals Holdings, LLC

B+

2,758,389

Term Loan, 7.340%, maturing May 08, 2014

2,773,905

Tube City IMS Corporation

Ba3

BB-

162,162

Term Loan, 7.500%, maturing January 25, 2013

163,378

1,337,838

Term Loan, 7.570%, maturing January 25, 2013

1,347,872

33,370,837

North American Cable: 14.3%

Atlantic Broadband

1,985,004

Term Loan, 7.600%, maturing August 10, 2012

2,010,747

Bragg Communications, Inc.

2,431,250

Term Loan, 7.110%, maturing August 31, 2011

2,438,848

Bresnan Communications, LLC

B+

2,750,000

Term Loan, 7.357%, maturing September 29, 2013

2,763,964

500,000

Term Loan, 7.380%, maturing April 30, 2014

502,539

Cequel Communications, LLC

B+

20,499,462

Term Loan, 7.349%, maturing November 05, 2013

20,535,336

Cequel Communications, LLC

Caa1

B-

525,000

Term Loan, 9.856%, maturing May 05, 2014

543,621

Charter Communications Operating, LLC

B+

47,250,000

Term Loan, 7.320%, maturing April 28, 2013

47,318,890

CSC Holdings, Inc.

Ba2

23,166,000

Term Loan, 7.070%, maturing March 29, 2013

23,235,012

Insight Midwest Holdings, LLC

Ba3

BB-

11,300,000

Term Loan, 7.350%, maturing April 06, 2014

11,386,513

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

North American Cable (continued)

Knology, Inc.

2,000,000

Term Loan, 7.590%, maturing June 30, 2012

2,011,250

Mediacom Broadband LLC

Ba3

BB-

10,862,775

Term Loan, 7.104%, maturing January 31, 2015

10,880,601

Nextmedia Operating, Inc.

1,700,960

Term Loan, 7.320%, maturing November 15, 2012

1,702,448

755,982

Term Loan, 7.320%, maturing November 15, 2012

756,644

Quebecor Media, Inc.

2,962,500

Term Loan, 7.356%, maturing January 17, 2013

2,989,657

San Juan Cable, LLC

B+

1,729,991

Term Loan, 7.348%, maturing October 31, 2012

1,735,127

Univision Communications, Inc.

Ba3

20,694,112

Term Loan, 7.605%, maturing September 29, 2014

20,691,132

Univision Communications, Inc.

CCC+

2,250,000

Term Loan, 7.820%, maturing March 29, 2009

2,253,656

US Cable of Coastal-Texas, L.P.

B-

1,750,000

Term Loan, 8.093%, maturing April 16, 2014

1,765,312

Wideopenwest Finance, LLC

3,000,000

Term Loan, 7.604%, maturing May 01, 2013

3,012,501

158,533,798

Oil & Gas: 8.2%

Aibel, Ltd.

EUR

333,333

Term Loan, 6.358%, maturing April 30, 2015

452,952

EUR

333,333

Term Loan, 6.858%, maturing April 30, 2016

455,194

Alon USA

BB-

220,556

Term Loan, 7.605%, maturing June 22, 2013

222,141

1,764,444

Term Loan, 7.605%, maturing June 22, 2013

1,777,127

Coffeyville Resources, LLC

B+

1,067,105

Term Loan, 8.349%, maturing December 29, 2010

1,081,332

2,014,654

Term Loan, 8.350%, maturing December 28, 2013

2,041,515

CR Gas Storage

Ba3

BB-

531,473

Term Loan, 7.070%, maturing May 13, 2011

533,134

2,897,153

Term Loan, 7.090%, maturing May 12, 2013

2,908,924

510,385

Term Loan, 7.090%, maturing May 12, 2013

512,459

344,813

Term Loan, 7.110%, maturing May 12, 2013

345,891

El Paso Corporation

Ba1

6,250,000

Term Loan, 7.220%, maturing August 01, 2011

6,288,087

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Oil & Gas (continued)

Energy Transfer Company, L.P.

Ba2

10,000,000

Term Loan, 7.106%, maturing February 08, 2012

10,073,210

Helix Energy Solutions Group, Inc.

5,160,766

Term Loan, 7.330%, maturing July 01, 2013

5,186,570

IFM Holdco

Ba3

BBB-

500,000

Term Loan, 7.360%, maturing February 27, 2012

505,625

J. Ray Mcdermott, S.A.

Ba3

3,000,000

Term Loan, 7.750%, maturing June 06, 2012

3,030,000

Key Energy

4,443,750

Term Loan, 7.854%, maturing June 30, 2012

4,472,914

Kinder Morgan, Inc.

Ba2

BB-

3,800,000

(5)

Term Loan, maturing May 08, 2014

3,823,157

McJunkin Corporation

B+

3,740,625

Term Loan, 7.600%, maturing January 31, 2013

3,769,263

MEG Energy

Ba3

2,772,000

Term Loan, 7.350%, maturing April 03, 2013

2,797,123

Opti Canada Inc.

Ba3

BB+

3,000,000

Term Loan, 7.354%, maturing May 17, 2013

3,023,250

Pine Prairie Energy Center

B+

500,000

Term Loan, 7.860%, maturing December 31, 2013

503,750

Semcrude, L.P.

Ba2

5,171,385

Term Loan, 7.570%, maturing March 16, 2011

5,200,474

3,575,928

Term Loan, 7.594%, maturing March 16, 2011

3,596,043

SG Resources Mississippi, LLC

BB-

2,500,000

Term Loan, 7.195%, maturing March 31, 2014

2,512,500

Targa Resources, Inc.

B+

1,000,000

Term Loan, 7.239%, maturing October 31, 2012

1,008,203

7,657,581

Term Loan, 7.356%, maturing October 31, 2012

7,720,396

Venoco, Inc.

Caa1

B-

3,000,000

Term Loan, 9.320%, maturing May 01, 2011

3,030,000

Volnay Acquisition Co. I

Ba2

BB-

2,394,000

Term Loan, 7.350%, maturing January 12, 2014

2,418,438

Vulcan Energy Corporation

Ba2

4,340,471

Term Loan, 6.860%, maturing August 12, 2011

4,349,968

W&T Offshore, Inc.

B+

2,900,000

Term Loan, 7.600%, maturing May 26, 2010

2,924,166

Western Refining, Inc.

BB-

4,821,429

(5)

Term Loan, maturing February 28, 2014

4,845,536

91,409,342

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Other Broadcasting and Entertainment: 1.4%

Deluxe Entertainment Services Group, Inc.

118,110

Term Loan, 5.260%, maturing May 14, 2013

118,775

236,220

Term Loan, 7.610%, maturing May 14, 2013

237,549

2,645,669

Term Loan, 7.610%, maturing May 14, 2013

2,660,551

DirecTV Holdings, LLC

Baa3

BB+

5,919,497

Term Loan, 6.820%, maturing April 13, 2013

5,947,076

VNU, Inc.

Ba3

B+

6,955,000

Term Loan, 7.607%, maturing August 09, 2013

7,021,838

15,985,789

Other Telecommunications: 4.2%

Asurion Corporation

5,164,499

Term Loan, 8.320%, maturing July 13, 2012

5,203,233

Asurion Corporation

CCC+

500,000

Term Loan, 11.570%, maturing January 13, 2013

507,500

BCM ireland Holdings, Ltd.

Ba3

B+

EUR

2,083,333

Term Loan, 6.778%, maturing September 30, 2015

2,835,928

EUR

2,083,333

Term Loan, 6.403%, maturing September 30, 2014

2,810,363

Cavalier Telephone

B-

3,491,250

Term Loan, 10.070%, maturing December 31, 2012

3,541,437

Consolidated Communications

Ba3

BB-

2,452,170

Term Loan, 7.093%, maturing October 14, 2011

2,463,666

Fairpoint Communications, Inc.

BB-

2,000,000

Term Loan, 7.125%, maturing February 08, 2012

2,007,500

Gabriel Communications

B-

500,000

(5)

Term Loan, maturing May 12, 2012

505,625

Iowa Telecommunications Services, Inc.

Ba3

BB-

3,500,000

Term Loan, 7.098%, maturing November 23, 2011

3,522,970

Kentucky Data Link, Inc.

2,909,375

Term Loan, 7.570%, maturing February 26, 2014

2,923,922

One Communications

3,000,000

Term Loan, 8.875%, maturing March 31, 2013

3,048,750

PAETEC Holdings

1,000,000

Term Loan, 8.820%, maturing February 28, 2013

1,013,542

Qwest Communications Intõl, Inc.

Ba1

BB+

10,000,000

Floating Rate Note, 8.860%, maturing February 15, 2009

10,125,000

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Other Telecommunications (continued)

Time Warner Telecom Holdings, Inc.

Ba2

3,211,950

Term Loan, 7.320%, maturing January 07, 2013

3,236,040

U.S. Telepacific Corp.

B-

995,001

Term Loan, 9.349%, maturing August 04, 2011

1,009,926

Windstream Corporation

Baa3

BBB-

2,053,571

Term Loan, 6.850%, maturing July 17, 2013

2,068,790

46,824,192

Personal & Nondurable Consumer Products: 5.2%

Advantage Sales and Marketing

B-

3,049,754

Term Loan, 7.357%, maturing March 29, 2013

3,058,013

Bushnell Performance Optics

B+

1,724,390

Term Loan, 8.320%, maturing August 19, 2011

1,733,731

Chattem, Inc.

BB-

573,333

Term Loan, 7.110%, maturing January 02, 2013

576,917

Fender Musical Instruments Corp.

1,410,186

Term Loan, 8.070%, maturing March 30, 2012

1,431,339

Fender Musical Instruments Corp.

Caa1

B-

2,500,000

Term Loan, 11.320%, maturing September 30, 2012

2,562,500

Gibson Guitar Corp.

Ba3

498,750

Term Loan, 7.840%, maturing December 29, 2013

504,984

Huish Detergents, Inc.

2,700,000

Term Loan, 7.320%, maturing April 26, 2014

2,707,595

Information Resources, Inc.

Ba2

B+

500,000

Term Loan, 7.106%, maturing May 09, 2014

502,812

Jarden Corporation

Ba2

B+

1,193,392

Term Loan, 7.100%, maturing January 24, 2012

1,198,115

8,259,647

Term Loan, 7.100%, maturing January 24, 2012

8,290,620

KIK Custom Products, Inc.

B-

500,000

(5)

Term Loan, maturing May 23, 2014

503,125

Mega Bloks, Inc.

Ba2

B+

982,500

Term Loan, 7.125%, maturing July 26, 2012

979,123

Natural Products Group, LLC

B+

2,835,988

Term Loan, 7.602%, maturing March 08, 2014

2,716,641

Norwood Promotional Products

12,037,064

(3)

Term Loan, 6.000%, maturing August 17, 2011

11,284,748

2,734,191

Revolver, 7.518%, maturing December 31, 2008

2,747,862

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Personal & Nondurable Consumer Products (continued)

4,115,823

Term Loan, 11.625%, maturing August 17, 2009

4,249,588

Norwood Promotional Products

1,090,736

Term Loan, 24.375%, maturing August 17, 2011

1,183,449

Spectrum brands, Inc.

CCC+

44,301

Term Loan, 5.170%, maturing March 30, 2013

44,910

159,485

Term Loan, 9.320%, maturing March 30, 2013

160,182

896,214

Term Loan, 9.342%, maturing March 30, 2013

908,537

Totes Isotoner Corporation

415,625

Term Loan, 7.838%, maturing January 31, 2013

418,872

Tupperware

Ba1

5,908,107

Term Loan, 6.840%, maturing December 05, 2012

5,915,799

Yankee Candle Company, Inc.

Ba3

B+

4,000,000

Term Loan, 7.350%, maturing February 06, 2014

4,025,832

57,705,294

Personal, Food & Miscellaneous: 3.0%

Acosta, Inc.

B-

2,977,500

Term Loan, 7.570%, maturing July 28, 2013

3,003,553

Allied Security Holdings, LLC

Ba3

490,909

Term Loan, 8.350%, maturing June 30, 2010

496,432

Arbys Restaurant Group, Inc.

Ba3

B+

5,650,067

Term Loan, 7.604%, maturing July 25, 2012

5,694,211

CBRL Group, Inc.

Ba2

589,004

Term Loan, 6.860%, maturing April 27, 2013

590,723

Coinmach Corporation

5,970,239

Term Loan, 7.875%, maturing December 19, 2012

6,017,816

Coinstar, Inc.

Ba2

2,424,150

Term Loan, 7.350%, maturing July 07, 2011

2,437,785

Dennys, Inc.

Ba2

B+

1,155,673

Term Loan, 7.355%, maturing March 31, 2012

1,166,870

600,000

Term Loan, 7.377%, maturing March 31, 2012

605,813

Krispy Kreme Doughnut Corporation

456,527

Term Loan, 8.360%, maturing February 15, 2014

461,307

MD Beauty, Inc.

2,957,350

Term Loan, 7.820%, maturing February 18, 2012

2,983,227

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

Ba3

2,000,000

(5)

Term Loan, maturing August 18, 2013

2,002,500

OSI Restaurant Partners, Inc.

Ba3

BB-

230,576

(5)

Term Loan, maturing May 09, 2014

232,392

2,219,549

(5)

Term Loan, maturing May 09, 2014

2,237,028

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Personal, Food & Miscellaneous (continued)

QCE, LLC

2,051,167

Term Loan, 7.598%, maturing May 05, 2013

2,064,499

Reddy Ice Group, Inc.

Ba3

B+

1,000,000

Term Loan, 7.105%, maturing August 09, 2012

1,003,125

Sbarro, Inc.

Ba3

500,000

Term Loan, 7.848%, maturing January 31, 2014

505,521

Seminole Hard Rock Entertainment

750,000

Floating Rate Note, 7.848%, maturing March 15, 2014

768,750

U.S. Security Holdings, Inc.

618,750

Term Loan, 7.870%, maturing May 08, 2013

624,937

32,896,489

Printing & Publishing: 10.9%

American Achievement Corporation

Ba2

B+

606,948

Term Loan, 7.715%, maturing March 25, 2011

611,879

American Reprographics Company

Ba2

2,798,243

Term Loan, 7.109%, maturing June 18, 2009

2,800,868

Ascend Media Holdings, LLC

1,546,786

Term Loan, 8.850%, maturing January 31, 2012

1,469,446

Black Press, Ltd.

Ba3

B+

749,889

Term Loan, 7.360%, maturing August 02, 2013

755,748

1,235,111

Term Loan, 7.360%, maturing August 02, 2013

1,244,761

Caribe Information Investments, Inc.

1,825,161

Term Loan, 7.609%, maturing March 31, 2013

1,829,724

Cenveo Corporation

Ba3

B+

62,069

Term Loan, 7.100%, maturing June 21, 2013

62,214

1,862,069

Term Loan, 7.100%, maturing June 21, 2013

1,866,434

Dex Media East, LLC

Ba1

3,956,686

Term Loan, 6.847%, maturing May 08, 2009

3,961,180

Dex Media West, LLC

Ba1

764,462

Term Loan, 6.599%, maturing September 09, 2009

763,559

8,975,400

Term Loan, 6.847%, maturing March 09, 2010

8,996,717

Hanley Wood, LLC

2,729,335

Term Loan, 7.597%, maturing August 01, 2012

2,720,806

Idearc, Inc.

Ba2

BB+

20,349,000

Term Loan, 7.350%, maturing November 17, 2014

20,521,356

Intermedia Outdoor, Inc.

1,645,875

Term Loan, 8.350%, maturing January 31, 2013

1,659,763

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Printing & Publishing (continued)

Jostens IH Corp.

Ba2

B+

4,435,575

Term Loan, 7.330%, maturing December 21, 2011

4,463,758

Medianews Group

Ba2

BB-

992,500

Term Loan, 7.090%, maturing August 02, 2013

994,361

Medimedia USA, Inc.

Ba3

B+

1,243,750

Term Loan, 7.583%, maturing October 05, 2013

1,250,487

Merrill Communications, LLC

Ba3

B+

2,923,770

Term Loan, 7.583%, maturing May 15, 2011

2,939,760

Pagesjaunes Groupe SA

EUR

800,000

Term Loan, 5.635%, maturing February 28, 2014

1,086,320

Pagesjaunes Groupe SA

EUR

600,000

Term Loan, 6.135%, maturing February 28, 2014

819,849

EUR

600,000

Term Loan, 6.635%, maturing February 28, 2014

823,885

PBL Media

AUD

24,869,635

(5)

Term Loan, maturing May 01, 2013

20,438,844

Primedia, Inc.

6,070,850

Term Loan, 7.570%, maturing September 30, 2013

6,072,113

Prism Business Media Holdings/Penton Media, Inc.

B+

1,700,000

Term Loan, 7.605%, maturing February 01, 2013

1,710,360

R.H. Donnelley Corporation

Ba1

227,138

Term Loan, 6.585%, maturing December 31, 2009

227,126

9,559,164

Term Loan, 6.851%, maturing June 30, 2011

9,589,036

Readers Digest

EUR

757,232

Term Loan, 6.013%, maturing March 02, 2014

1,022,600

4,375,000

Term Loan, 7.339%, maturing March 02, 2014

4,389,354

Source Media, Inc.

2,994,038

Term Loan, 7.600%, maturing November 08, 2011

3,025,850

Thomas Nelson Publishers

2,315,833

Term Loan, 7.586%, maturing June 12, 2012

2,324,518

Tribune Company

Ba2

BB-

4,000,000

(5)

Term Loan, maturing May 30, 2014

4,002,856

Valassis Communications, Inc.

Ba2

BB-

1,130,000

Term Loan, 7.100%, maturing March 02, 2014

1,129,011

Wenner Media, LLC

Ba3

BB-

859,500

Term Loan, 7.100%, maturing October 02, 2013

863,797

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Printing & Publishing (continued)

Yell Group, PLC

Ba3

BB-

EUR

2,000,000

Term Loan, 5.992%, maturing February 27, 2013

2,723,443

2,000,000

Term Loan, 7.320%, maturing February 10, 2013

2,014,562

121,176,345

Radio and TV Broadcasting: 2.7%

Block Communications, Inc.

Ba1

BB-

987,500

Term Loan, 7.350%, maturing December 22, 2011

989,352

CMP KC, LLC

Caa1

CCC+

1,373,663

Term Loan, 9.375%, maturing May 03, 2011

1,382,248

CMP Susquehanna Corporation

Ba3

B-

4,975,286

Term Loan, 7.350%, maturing May 05, 2013

5,011,565

Cumulus Media, Inc.

Ba3

2,855,400

Term Loan, 7.358%, maturing June 07, 2013

2,868,912

Emmis Communication

1,250,000

Term Loan, 7.350%, maturing November 01, 2013

1,260,235

Local TV Finance, LLC

Ba3

1,400,000

Term Loan, 7.360%, maturing May 07, 2013

1,408,532

Montecito Broadcast Group, LLC

1,975,000

Term Loan, 7.827%, maturing January 27, 2013

1,989,196

Nexstar Broadcasting Group

Ba3

2,269,901

Term Loan, 7.100%, maturing October 01, 2012

2,268,480

2,395,908

Term Loan, 7.100%, maturing October 01, 2012

2,394,409

Paxson Communications

CCC+

4,500,000

Term Loan, 8.606%, maturing January 15, 2012

4,606,875

Regent Communications

1,496,250

Term Loan, 7.600%, maturing November 21, 2013

1,505,602

Spanish Broadcasting Systems

B-

3,920,000

Term Loan, 7.100%, maturing June 11, 2012

3,926,127

29,611,533

Retail Stores: 7.9%

Burlington Coat Factory

4,903,750

Term Loan, 7.610%, maturing May 28, 2013

4,899,665

Claires Stores, Inc.

2,500,000

(5)

Term Loan, maturing May 29, 2014

2,492,187

Dollarama Group, L.P

Ba1

B+

3,421,687

Term Loan, 7.355%, maturing November 18, 2011

3,449,489

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Retail Stores (continued)

General Nutrition Centers, Inc.

B-

3,600,000

Term Loan, 7.600%, maturing September 16, 2013

3,600,900

Harbor Freight Tools USA, Inc.

B+

6,894,239

Term Loan, 7.570%, maturing July 15, 2010

6,957,439

Jean Coutu Group, Inc.

B+

4,629,992

Term Loan, 9.750%, maturing July 30, 2011

4,639,562

Mapco Express, Inc.

B+

2,222,928

Term Loan, 8.090%, maturing April 28, 2011

2,236,821

Mattress Firm

500,000

Term Loan, 7.622%, maturing January 18, 2014

501,875

Michaels Stores, Inc.

B-

13,750,000

Term Loan, 7.625%, maturing October 31, 2013

13,825,130

Nebraska Book Company, Inc.

Ba2

B-

2,405,576

Term Loan, 7.830%, maturing March 04, 2011

2,420,611

Neiman Marcus Group, Inc.

Ba3

B+

16,354,430

Term Loan, 7.346%, maturing April 06, 2013

16,501,996

Oriental Trading Company, Inc.

2,481,250

Term Loan, 7.610%, maturing July 31, 2013

2,485,128

Pep Boys

Ba3

B+

495,013

Term Loan, 7.360%, maturing January 27, 2011

498,725

Petco Animal Supplies, Inc.

Ba3

5,112,188

Term Loan, 7.853%, maturing October 26, 2013

5,163,764

Phones 4U Group Ltd.

GBP

2,500,000

Term Loan, 8.132%, maturing September 22, 2014

4,944,842

GBP

2,500,000

Term Loan, 8.632%, maturing September 22, 2015

4,967,563

Sally Holding, LLC

B+

3,484,994

Term Loan, 7.860%, maturing November 16, 2013

3,517,666

Samsonite Corporation

Ba3

BB-

1,745,625

Term Loan, 7.600%, maturing December 30, 2013

1,759,808

Sports Authority

992,500

Term Loan, 7.600%, maturing May 03, 2013

994,672

Tire Rack, Inc.

BB-

807,972

Term Loan, 7.100%, maturing June 24, 2012

811,002

Toys “R” Us, Inc.

Ba3

1,375,000

Term Loan, 9.610%, maturing July 19, 2012

1,407,399

88,076,244

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Satellite: 0.6%

Intelsat (Bermuda), Ltd.

2,550,000

Term Loan, 7.855%, maturing February 01, 2014

2,563,206

Intelsat Corporation

Ba2

4,226,880

Term Loan, 7.349%, maturing January 03, 2012

4,265,716

6,828,922

Telecommunications Equipment: 0.6%

Sorenson Communications, Inc.

5,199,374

Term Loan, 7.860%, maturing August 16, 2013

5,212,373

Syniverse Technologies, Inc.

Ba1

BB-

1,220,664

Term Loan, 7.100%, maturing February 15, 2012

1,222,953

6,435,326

Textiles & Leather: 1.3%

Hanesbrands, Inc.

Ba2

BB-

2,315,179

Term Loan, 7.105%, maturing September 05, 2013

2,331,095

Hanesbrands, Inc.

B-

1,000,000

Term Loan, 9.105%, maturing March 05, 2014

1,025,781

Iconix Brand Group, Inc.

B+

1,700,000

Term Loan, 7.600%, maturing May 02, 2013

1,714,875

Polymer Group, Inc.

BB-

7,406,250

Term Loan, 7.590%, maturing November 22, 2012

7,429,394

St. John Knits International, Inc.

B+

722,091

Term Loan, 8.350%, maturing March 21, 2012

727,506

Targus Group, Inc.

1,468,454

Term Loan, 8.870%, maturing November 22, 2012

1,462,489

14,691,140

Utilities: 9.9%

Astoria Generating Company Acquisitions, LLC

BB-

2,128,474

Term Loan, 7.340%, maturing February 23, 2013

2,143,374

AWG, PLC

GBP

1,000,000

Term Loan, 8.211%, maturing March 31, 2012

2,003,157

Babcock & Wilcox Company

Ba2

BB+

2,500,000

Term Loan, 5.250%, maturing February 22, 2012

2,518,750

Boston Generating, LLC

B+

1,000,000

Term Loan, 5.225%, maturing December 20, 2013

1,007,917

2,992,500

Term Loan, 7.600%, maturing December 20, 2013

3,016,192

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

Utilities (continued)

Boston Generating, LLC

B-

750,000

Term Loan, 9.600%, maturing June 20, 2014

769,804

(2)

Calpine Corp.

BB-

14,000,000

Debtor In Possession Term Loan, 7.590%, maturing March 29, 2009

14,083,188

Cellnet Technology, Inc.

Ba2

1,299,620

Term Loan, 7.340%, maturing July 22, 2011

1,308,284

Cellnet Technology, Inc.

333,333

Term Loan, 9.620%, maturing October 22, 2011

337,639

Coleto Creek WLE, LP

B+

764,331

Term Loan, 8.000%, maturing June 28, 2013

768,153

5,320,464

Term Loan, 8.100%, maturing June 28, 2013

5,347,066

HCP Acquisition, Inc.

B-

748,125

Term Loan, 7.600%, maturing February 13, 2014

751,866

HCP Acquisition, Inc.

CCC

1,750,000

Term Loan, 9.610%, maturing February 13, 2015

1,763,125

Infrastrux Group, Inc.

B+

5,124,250

Term Loan, 8.570%, maturing November 03, 2012

5,137,061

KGEN, LLC

Ba3

BB-

937,500

Term Loan, 7.125%, maturing February 05, 2014

940,430

1,558,594

Term Loan, 7.125%, maturing February 05, 2014

1,563,464

La Paloma Generating Company, LLC

BB-

218,579

Term Loan, 7.070%, maturing August 16, 2012

218,260

1,310,036

Term Loan, 7.100%, maturing August 16, 2012

1,308,126

104,335

Term Loan, 7.100%, maturing August 16, 2012

104,183

Longview Power, LLC

Ba3

BB-

266,667

Term Loan, 7.600%, maturing February 28, 2014

268,750

800,000

Term Loan, 7.610%, maturing February 28, 2014

806,250

MACH Gen, LLC

453,125

Term Loan, 7.350%, maturing February 21, 2013

453,621

4,369,258

Term Loan, 7.360%, maturing February 21, 2014

4,372,535

NE Energy, Inc.

B+

792,683

Term Loan, 7.850%, maturing November 01, 2013

800,610

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

			Bank Loan Ratings†		Market
Principal Amount		Borrower/Tranche Description	Moody’s	S&P	Value
		*Utilities (continued)*
$	1,907,317	Term Loan, 7.850%, maturing November 01, 2013			$	1,926,390
		NE Energy, Inc.	B3	B-
	1,675,000	Term Loan, 9.850%, maturing May 01, 2014			1,700,823
		NRG Energy, Inc.	B1	B+
	6,000,000	Term Loan, 7.350%, maturing February 01, 2013			6,016,704
	21,579,836	Term Loan, 7.350%, maturing February 01, 2013			21,638,964
		NSG Holdings, LLC	Ba2	BB
	183,673	Term Loan, 6.860%, maturing June 15, 2014			183,903
	1,616,327	Term Loan, 6.860%, maturing June 15, 2014			1,618,347
		Riverside Energy Center, LLC	B1	B
	244,856	Term Loan, 9.705%, maturing June 24, 2010			250,671
	1,937,616	Term Loan, 9.590%, maturing June 24, 2011			1,983,634
	3,043,217	Term Loan, 9.590%, maturing June 24, 2011			3,115,493
		Thermal North America, Inc.	B1	BB-
	4,000,000	Term Loan, 8.100%, maturing October 24, 2008			4,035,000
		TPF Generation Holdings, LLC	Ba3	B+
	4,987,500	Term Loan, 7.350%, maturing December 15, 2013			5,024,906
	1,600,000	Term Loan, 7.370%, maturing December 15, 2013			1,612,000
		TPF Generation Holdings, LLC	B3	B-
	1,500,000	Term Loan, 9.600%, maturing December 15, 2014			1,531,563
		Viridian Group, PLC	NR	NR
EUR	1,072,386	Term Loan, 7.729%, maturing March 31, 2013			1,457,818
GBP	1,080,000	Term Loan, 9.419%, maturing March 31, 2013			2,159,592
		Wolf Hollow I, L.P.	B1	BB-
$	432,692	Term Loan, 7.570%, maturing June 22, 2012			426,202
	1,800,000	Term Loan, 7.570%, maturing June 22, 2012			1,773,000
	2,128,093	Term Loan, 7.600%, maturing June 22, 2012			2,096,172
					110,342,987
		Total Senior Loans (Cost $1,875,513,046)			1,895,667,012

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody’s

S&P

Value

OTHER CORPORATE DEBT: 0.5%

Automobile: 0.5%

Avis Budget Car Rental

Ba1

BB-

750,000

Floating Rate Note, 7.860%, maturing May 15, 2014

776,250

Navistar International Corporation

4,950,000

Unsecured Term Loan, 8.610%, maturing January 19, 2012

5,026,829

Total Other Corporate Debt
(Cost $5,700,000)

5,803,079

EQUITIES AND OTHER ASSETS: 0.2%

	Description	Market Value
(1), (@), (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	107,510
(@), (R)	Block Vision Holdings Corporation (571 Common Shares)	—
(2), (@), (R)	Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	—
(2), (@), (R)	Cedar Chemical (Liquidation Interest)	—
(@), (R)	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 (1,752,103 Common Shares)	—
(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)	—
(2), (@), (R)	Grand Union Company (Residual Interest in Bankruptcy Estate)	—
(@)	Hayes-Lemmerz International, Inc. (176,982 Common Shares)	1,014,107
(@)	Humphrey’s, Inc. (Residual Interest in Bankruptcy Estate)	—
(@), (R)	IAP Acquisition Corporation (3,524 Common Shares)	—
(@), (R)	IAP Acquisition Corporation (1,084 Common Shares)	—
(@), (R)	IAP Acquisition Corporation (1,814 Common Shares)	—
(@), (R)	IAP Acquisition Corporation (17,348 Common Shares)	—
(2), (@), (R)	Imperial Home Decor Group, Inc. (Liquidation Interest)	—
(2), (@), (R)	Insilco Technologies (Residual Interest in Bankruptcy Estate)	—
(2), (@), (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)	50
(2), (@), (R)	Kevco Inc. (Residual Interest in Bankruptcy Estate)	25
(2), (@), (R)	Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	—

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

Description

Market
Value

EQUITIES AND OTHER ASSETS (continued)

(@), (R)

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

—

(2), (@), (R)

New Piper Aircraft, Inc. (Residual Interest in Bankruptcy Estate)

—

(@), (R)

Safelite Realty Corporation (57,804 Common Shares)

976,310

(1), (@), (R)

Transtar Metals (Residual Interest in Bankruptcy Estate)

—

(1), (@), (R)

TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)

—

(2), (@), (R)

US Office Products Company (Residual Interest in Bankruptcy Estate)

—

Total for Equities and Other Assets
(Cost $6,399,042)

2,099,114

Total Investments
(Cost $1,887,612,088)**

171.2%

1,903,569,205

Other Assets and Liabilities — Net

(71.2)

(791,586,153)

Net Assets

100.0%

1,111,983,052

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.

Not Rated

(1)

The borrower filed for protection under Chapter 7 of the U.S. Federal Bankruptcy Code.

(2)

The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy Code.

(3)

Loan is on non-accrual basis.

(4)

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

(5)

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

(@)

Non-income producing security.

(R)

Restricted security.

GBP

British Pound Stirling

EUR

Euro

SEK

Swedish Kronor

For Federal Income Tax purposes cost of investments is $

Net unrealized appreciation consists of the following:

Gross Unrealized Appreciation

23,024,291

Gross Unrealized Depreciation

(7,067,174)

Net Unrealized Appreciation

15,957,117

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2007 (continued)

At May 31, 2007 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			USD
EUR 30,650,000	Sell	07/16/07	$	41,212,569	$	41,304,884	$	(92,315)
Euro
EUR 18,390,000	Sell	08/15/07	25,145,811		24,806,957		338,854
Euro
EUR 12,260,000	Sell	09/14/07	16,564,609		16,564,609		—
British Pound Sterling GBP 10,225,000	Sell	07/16/07	20,088,545		20,234,069		(145,524)
British Pound Sterling GBP 6,135,000	Sell	08/15/07	12,228,773		12,136,265		92,508
British Pound Sterling GBP 4,090,000	Sell	09/14/07	8,083,680		8,083,680		—
Sweden Kronor SEK 22,400,000	Sell	07/16/07	3,293,420		3,245,010		48,410
Sweden Kronor SEK 13,440,000	Sell	08/15/07	2,011,803		1,949,760		62,043
Sweden Kronor SEK 8,960,000	Sell	09/14/07	1,305,038		1,305,038		—
			$	129,934,248	$	129,630,272	$	303,976

Item 2. Controls and Procedures.

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

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

Item 3. Exhibits.

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

SIGNATURES

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

(Registrant): ING Prime Rate Trust

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

Date:	July 30, 2007

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

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

Date:	July 30, 2007

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

Date:	July 30, 2007