Edgar Filing: ING PRIME RATE TRUST

Funds

Quarterly Report

May 31, 2007

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

QUARTERLY REPORT

May 31, 2007

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					60

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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 MAY 31, 2007
Net Assets	$	1,111,983,052
Total Assets	$	1,970,608,346
Assets Invested in Senior Loans	$	1,895,667,012
Senior Loans Represented		630
Average Amount Outstanding per Loan	$	3,008,995
Industries Represented		39
Average Loan Amount per Industry	$	48,606,846
Portfolio Turnover Rate (YTD)		25	%
Weighted Average Days to Interest Rate Reset		41
Average Loan Final Maturity		64 months
Total Leverage as a Percentage of Total Assets (including Preferred Shares)		39.99	%

PERFORMANCE SUMMARY

The Trust declared $0.14 of dividends during the fiscal quarter ended May 31, 2007. Based on the average month-end net asset value ("NAV") per share of $7.66, this resulted in an annualized distribution rate of 7.36%^₍₁₎ for the quarter. The Trust's total net return for the fiscal quarter ended May 31, 2007, based on NAV, was 2.13%, versus a total gross return on the S&P/LSTA Leveraged Loan Index ("LLI")^₍₂₎ of 1.61% for the same quarter. For the year, the Trust's total net return, based on NAV was 9.87% versus 7.30% gross return for the LLI. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the quarter was 6.40% and 18.42% for the year ended May 31, 2007.

PORTFOLIO REVIEW

The Trust outperformed the LLI during the fiscal quarter ended May 31, 2007, driven by favorable credit selection and sector positioning, and an overall calming of the loan and other major capital markets. Coming off a turbulent quarter in the equities and bond markets, the current fiscal quarter marked a rare period of relative balance between investor demand for, and the supply of, new loans coming to market. As a result, secondary loan prices were

^₍₁₎ The distribution rate is calculated by annualizing dividends declared during the period and dividing the resulting annualized dividend by the Trust's average net asset value (in the case of NAV) or the average month-end NYSE Composite closing price (in the case of Market). The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate may or may not include all investment income and ordinarily will not include capital gains or losses, if any.

^₍₂₎ The 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 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)

effectively unchanged on average, and excess return was generated either through investing in riskier assets (e.g., second liens) or avoiding those individual loans that did trade poorly due to credit-specific and/or sector volatility. We continue to focus on the latter. Credit selection again helped returns, as the Trust held meaningful positions in the top five contributing loans to LLI returns during the bulk of the fiscal quarter, and held only a very small amount of one of the five greatest detractors. There was no material alteration in our view of relative value across major industry sectors. (We continue to shun high risk sectors such as auto and real estate.) As a result, changes in top holdings were driven primarily by normal, bottom-up credit analysis and selection.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares. As of May 31, 2007, the Trust had $450 million of "Aaa/AAA⁽³⁾" rated cumulative auction rate preferred shares outstanding, and $338 million of borrowings outstanding under $625 million in available credit facilities. Total leverage, as a percentage of total assets (including preferred shares), was 39.99% at period end. The use of leverage for investment purposes increases both investment opportunity and investment risk.

CURRENT STRATEGY AND OUTLOOK

As we head into summer, typically a period of reduced activity in the loan market, one thing is clear: the market is in transition. As volatility increases across most asset classes, the balance of power in the loan market appears to be tilting towards investors, and away from issuers. The latter part of the quarter, and virtually all of June, offered a window into this dynamic as investors continued to successfully thwart high-profile repricings and push

TOP TEN INDUSTRY SECTORS AS OF MAY 31, 2007 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
North American Cable		8.1	%		14.3	%
Healthcare, Education and Childcare		7.4	%		13.2	%
Printing & Publishing		6.2	%		10.9	%
Chemicals, Plastics & Rubber		5.6	%		10.0	%
Utilities		5.6	%		9.9	%
Oil & Gas		4.6	%		8.2	%
Data and Internet Services		4.5	%		7.9	%
Retail Stores		4.5	%		7.9	%
Leisure, Amusement, Entertainment		4.3	%		7.7	%
Beverage, Food & Tobacco		3.2	%		5.6	%

TOP TEN SENIOR LOAN ISSUERS AS OF MAY 31, 2007 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Charter Communications Operating, LLC		2.4	%		4.3	%
Metro-Goldwyn-Mayer, Inc.		2.1	%		3.7	%
Georgia Pacific Corporation		1.8	%		3.2	%
Sungard Data Systems, Inc.		1.5	%		2.6	%
NRG Energy, Inc.		1.4	%		2.5	%
CSC Holdings, Inc.		1.2	%		2.1	%
Univision Communications, Inc.		1.2	%		2.1	%
ARAMARK Corporation		1.1	%		2.0	%
Cequel Communications, LLC		1.1	%		1.9	%
Idearc, Inc.		1.0	%		1.8	%

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

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

credit spreads higher. Fortunately, thus far, this has occurred during a period of benign credit risk (S&P's trailing twelve-month default rate, by number of loans, fell to an all-time low of 0.29% at the end of May). Looking out, we would expect secondary market prices to come under some pressure as risk is positively repriced and a record forward calendar is absorbed. Offsetting that should be, however, an improvement in relative value as credit spreads widen in response to heightened risk sensitivity. Perhaps most importantly, we are seeing, as of this writing, the structural integrity of senior bank loan issuance improve (e.g., tighter lending terms generally, and specifically, an expected reduction in the amount of covenant-lite issuance), which bodes well for future risk-adjusted performance, particularly if the market moves into a higher credit risk environment.



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
July 17, 2007

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended May 31, 2007
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		9.87	%		8.53	%		8.08	%		5.90	%
Based on Market Value		18.42	%		6.32	%		10.01	%		5.35	%
S&P/LSTA Leveraged Loan Index		7.30	%		6.03	%		5.85	%		5.40	%
Credit-Suisse Leveraged Loan Index		7.64	%		6.49	%		6.30	%		5.58	%

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

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

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

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

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

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

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

INDEX DESCRIPTIONS

The 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

	Prime Rate			NAV 30-day SEC Yield^_(A)			Market 30-Day SEC Yield^_(A)			Annualized Dist. Rate @ NAV^_(B)			Annualized Dist. Rate @ Market^_(B)
May 31, 2007		8.25	%		9.89	%		9.81	%		7.38	%		7.52	%
February 28, 2007		8.25	%		9.69	%		10.02	%		7.50	%		7.68	%
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	%

^_(A) Yield is calculated by dividing the Trust's net investment income per share for the most recent thirty days by the net asset value (in the case of NAV) or the NYSE Composite closing price (in the case of market) at quarter-end. Yield calculations do not include any commissions or sales charges, and are compounded for six months and annualized for a twelve-month period to derive the Trust's yield consistent with the U.S. Securities and Exchange Commission ("SEC") standardized yield formula.

^_(B) The distribution rate is calculated by annualizing each monthly dividend, then averaging the annualized dividends declared for each month during the quarter and dividing the resulting average annualized dividend amount by the Trust's average net asset value (in the case of NAV) or the NYSE Composite closing price (in the case of Market) at the end of the period.

Risk is inherent in all investing. The following are the principal risks associated with investing in the Trust. This is not, and is not intended to be, a description of all risks of investing in the Trust. A more detailed description of the risks of investing in the Trust is contained in the Trust's current prospectus.

Credit Risk: The Trust invests a substantial portion of its assets in below investment grade senior loans and other below investment grade assets. Below investment grade loans involve a greater risk that borrowers may not make timely payment of the interest and principal due on their loans. They also involve a greater risk that the value of such loans could decline significantly. If borrowers do not make timely payments of the interest due on their loans, the yield on the Trust's common shares will decrease. If borrowers do not make timely payment of the principal due on their loans, or if the value of such loans decreases, the value of the Trust's NAV will decrease.

Interest Rate Risk: Changes in short-term market interest rates will directly affect the yield on the Trust's common shares . If short-term market interest rates fall, the yield on the Trust's common shares will also fall. To the extent that the interest rate spreads on loans in the Trust experience a general decline, the yield on the Trust will fall and the value of the Trust's assets may decrease, which will cause the Trust's value to decrease. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on assets in the Trust's portfolio, the impact of rising rates will be delayed to the extent of such lag.

Leverage Risk: The Trust borrows money for investment purposes. Borrowing increases both investment opportunity and investment risk. In the event of a general market decline in the value of assets such as those in which the Trust invests, the effect of that decline will be magnified in the Trust because of the additional assets purchased with the proceeds of the borrowings.

ING Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of May 31, 2007

ASSETS:
Investments in securities at value (Cost $1,887,612,088)	$	1,903,569,205
Cash		2,297,938
Foreign currencies at value (Cost $8,549,863)		8,499,648
Receivables:
Investment securities sold		37,716,725
Interest		17,876,869
Other		47,990
Unrealized appreciation on forward foreign currency contracts		541,815
Prepaid expenses		21,841
Prepaid arrangement fees on notes payable		36,315
Total assets		1,970,608,346
LIABILITIES:
Notes payable		338,000,000
Payable for investment purchased		65,803,000
Accrued interest payable		1,899,595
Deferred arrangement fees on senior loans		436,339
Dividends Payable — preferred shares		199,853
Payable to affilates		1,699,640
Payable to custodian		115,257
Accrued trustees fees		28,867
Unrealized depreciation on forward foreign currency contracts		237,839
Other accrued expenses		204,904
Total liabilities		408,625,294
Preferred shares, $25,000 stated value per share at liquidation value (18,000 shares outstanding)		450,000,000
NET ASSETS	$	1,111,983,052
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)	$	7.67
NET ASSETS WERE COMPRISED OF:
Paid-in capital		1,331,413,656
Undistributed net investment income		4,178,940
Accumulated net realized loss on investments		(239,949,957	)
Net unrealized appreciation on investments and foreign currency related transactions		16,340,413
NET ASSETS	$	1,111,983,052

See Accompanying Notes to Financial Statements
7

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Three Months Ended May 31, 2007

INVESTMENT INCOME:
Interest	$	35,609,277
Arrangement fees earned		173,420
Other		972,840
Total investment income		36,755,537
EXPENSES:
Investment Management fees		3,790,921
Administration fees		1,184,663
Transfer agent fees		29,164
Interest expense		4,939,743
Shareholder reporting expense		27,600
Custody and accounting expense		211,600
Professional fees		32,200
Preferred Shares — Dividend disbursing agent fees		303,125
Pricing expense		20,614
ICI fees		762
Postage expense		52,440
Trustees fees		18,492
Miscellaneous expense		16,781
Total expenses		10,628,105
Net investment income		26,127,432
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		21,261,024
Foreign currency related transactions		(1,659,331	)
Net realized gain on investments and foreign currency related transactions		19,601,693
Net change in unrealized appreciation or depreciation on :
Investments		(18,066,633	)
Foreign currency related transactions		854,194
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(17,212,439	)
Net realized and unrealized gain on investments and foreign currency related transactions		2,389,254
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(5,840,450	)
Net increase in net assets resulting from operations	$	22,676,236

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS

	Three Months Ended May 31, 2007			Year Ended February 28, 2007
FROM OPERATIONS:
Net investment income	$	26,127,432		$	103,083,218
Net realized gain on investments and foreign currency related transactions		19,601,693			14,599,027
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(17,212,439	)		(6,442,840	)
Distributions to preferred shareholders from net investment income		(5,840,450	)		(22,313,381	)
Net increase in net assets resulting from operations		22,676,236			88,926,024
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(20,232,136	)		(80,058,346	)
Decrease in net assets from distributions to common shareholders		(20,232,136	)		(80,058,346	)
Net increase in net assets		2,444,100			8,867,678
NET ASSETS:
Beginning of period		1,109,538,952			1,100,671,274
End of period (including undistributed net investment income of $4,178,940 and $4,124,094, respectively)	$	1,111,983,052		$	1,109,538,952

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the three months ended May 31, 2007

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	29,952,609
Facility fees paid		20,613
Dividend paid to preferred shareholders		(5,877,008	)
Arrangement fee paid		75,104
Other income received		1,099,026
Interest paid		(4,066,843	)
Other operating expenses paid		(6,651,890	)
Purchases of securities		(500,634,859	)
Proceeds from sale of securities		446,191,674
Net cash used in operating activities		(39,891,574	)
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(20,232,136	)
Net paydown of notes payable		57,000,000
Net cash flows provided by financing activities		36,767,864
Net decrease		(3,123,710	)
Cash at beginning of period		5,421,648
Cash at end of period	$	2,297,938
Reconciliation Of Net Increase In Net Assets Resulting From Operations To Net Cash Used In Operating Activities:
Net increase in net assets resulting from operations	$	22,676,236
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Change in unrealized appreciation on investments		18,066,633
Change in unrealized appreciation on foreign currencies		52,196
Change in unrealized depreciation on forward currency contracts		(778,271	)
Change in unrealized appreciation on foreign currency receivable/payables		(128,119	)
Net accretion of discounts on investments		(72,390	)
Net amortization of premiums on investments		110,652
Realized gain on investments and foreign currency related transactions		(19,601,693	)
Purchases of securities		(500,634,859	)
Proceeds from sale of securities		446,191,674
Increase in other assets		(1,933	)
Increase in interest receivable		(5,694,859	)
Decrease in prepaid arrangement fees on notes payable		20,613
Decrease in prepaid expenses		19,217
Decrease in deferred arrangement fees on senior loans		(98,316	)
Increase in accrued interest payable		287,960
Decrease in dividends payable — preferred shares		(36,558	)
Increase in payable to affiliates		170,240
Decrease in accrued trustees fees		(2,120	)
Decrease in other accrued expenses		(437,806	)
Total adjustments		(62,567,810	)
Net cash used in operating activities	$	(39,891,574	)

See Accompanying Notes to Financial Statements
10

ING PRIME RATE TRUST FINANCIAL HIGHLIGHTS

For a common share outstanding throughout the period

	Three Months Ended May 31,			Years Ended February 28 or February 29,
	2007			2007			2006			2005			2004			2003
Per Share Operating Performance
Net asset value, beginning of period	$	7.65			7.59			7.47			7.34			6.73			7.20
Income (loss) from investment operations:
Net investment income	$	0.18			0.71			0.57			0.45			0.46			0.50
Net realized and unrealized gain (loss) on investments	$	0.02			0.06			0.12			0.16			0.61			(0.47	)
Total from investment operations	$	0.20			0.77			0.69			0.61			1.07			0.03
Distributions to Common Shareholders from net investment income	$	(0.14	)		(0.55	)		(0.46	)		(0.43	)		(0.42	)		(0.45	)
Distribution to Preferred Shareholders	$	(0.04	)		(0.16	)		(0.11	)		(0.05	)		(0.04	)		(0.05	)
Net asset value, end of period	$	7.67			7.65			7.59			7.47			7.34			6.73
Closing market price at end of period	$	7.73			7.40			7.02			7.56			7.84			6.46
Total Investment Return^₍₁₎
Total investment return at closing market price^₍₂₎	%	6.40			13.84			(0.82	)		2.04			28.77			2.53
Total investment return at net asset value^₍₃₎	%	2.13			8.85			8.53			7.70			15.72			0.44
Ratios/Supplemental Data
Net assets end of period (000's)	$	1,111,983			1,109,539			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			450,000
Liquidation and market value per share of Preferred Shares	$	25,000			25,000			25,000			25,000			25,000			25,000
Borrowings at end of period (000's)	$	338,000			281,000			465,000			496,000			225,000			167,000
Asset coverage per $1,000 of debt^₍₄₎	$	2,411			2,517			2,203			2,140			2,500			2,500
Average borrowings (000's)	$	327,315			459,982			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₎	%	1.59			1.57			1.64			1.60			1.45			1.49
Net expenses after expense reimbursement^₍₆₎	%	2.70			3.27			3.02			2.21			1.65			1.81
Gross expenses prior to expense reimbursement^₍₆₎	%	2.70			3.27			3.02			2.22			1.65			1.81
Net investment income^₍₆₎	%	6.67			6.68			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₎	%	1.75			1.56			1.58			1.63			1.84			1.82
Net expenses after expense reimbursement^₍₆₎	%	2.94			3.25			2.90			2.26			2.09			2.23
Gross expenses prior to expense reimbursement^₍₆₎	%	2.94			3.25			2.90			2.27			2.09			2.23
Net investment income^₍₆₎	%	7.22			6.63			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₎	%	2.26			2.21			2.33			2.29			2.11			2.19
Net expenses after expense reimbursement^₍₆₎	%	3.81			4.62			4.27			3.17			2.40			2.68
Gross expenses prior to expense reimbursement^₍₆₎	%	3.81			4.62			4.27			3.18			2.40			2.68
Net investment income^₍₆₎	%	9.36			9.42			7.71			6.04			6.68			7.33
Portfolio turnover rate	%	25			60			81			93			87			48
Common shares outstanding at end of period (000's)		145,033			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 May 31, 2007 (Unaudited)

NOTE 1 — ORGANIZATION

ING Prime Rate Trust (the "Trust"), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, closed-end, management investment company. The Trust invests primarily in senior loans, which generally are not registered under the Securities Act of 1933, as amended (the "1933 Act"), and which contain certain restrictions on resale and cannot be sold publicly. These loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The policies are in conformity with U.S. generally accepted accounting principles for investment companies.

A. Senior Loan and Other Security Valuation. Senior loans held by the Trust are normally valued at the average of the means of one or more bid and ask quotations obtained from an independent pricing service or other sources determined by the Trust's Board 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 May 31, 2007, 99.58% of total loans were valued based on these procedures. It is expected that most of the loans held by the Trust will continue to be valued with reference to quotations from the independent pricing service or with reference to the proxy procedure described above.

Prices from a pricing source may not be available for all loans and 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 May 31, 2007 (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 trade date (date the order to buy or sell is executed). Realized gains or losses are reported on the basis of identified cost of securities sold. Dividend income is recognized on the ex-dividend date. Interest income is recorded on an accrual basis at the then-current interest rate of the loan. The accrual of interest on loans is partially or fully discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. If determined to be uncollectable, accrued interest is also written off. Cash collections on non-accrual senior loans are generally applied as a reduction to the recorded investment of the loan. Senior loans are generally returned to accrual status only after all past due amounts have been received and the borrower has demonstrated sustained performance. For all loans, except revolving credit facilities, fees received are treated as discounts and are accreted whereas premiums are amortized. Fees associated with revolving credit facilities are deferred and recognized over the shorter of four years or the actual term of the loan.

D. Foreign Currency Translation. The books and records of the Trust are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Trust does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (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 May 31, 2007 (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 three months ended May 31, 2007, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $525,892,682 and $475,786,574, respectively. At May 31, 2007, the Trust held senior loans valued at $1,895,667,012 representing 99.6% 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 May 31, 2007 (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
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 (1,752,103 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		100
Grand Union Company (Residual Interest in Bankruptcy Estate)	07/01/02		—
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		50
Kevco Inc. (Residual Interest in Bankruptcy Estate)	06/05/02		25
Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	08/25/05		—
Lincoln Pulp and Easten Fine (Residual Interest in Bankruptcy Estate)	06/08/04		—
IAP Acquisition Corporation (17,348 Class A Common Shares)	08/29/03		—
IAP Acquisition Corporation (1,814 Class B Common Shares)	08/29/03		—
IAP Acquisition Corporation (1,084 Class C Common Shares)	08/29/03		428,603
IAP Acquisition Corporation (3,524 Class D Common Shares)	08/29/03		3,524,300
New Piper Aircraft, Inc. (Residual Interest in Bankruptcy Estate)	07/02/03		—
Norwood Promotional Products, Inc. (104,148 Common Shares)	08/23/04		32,939
Safelite Realty Corporation (57,804 Common Shares)	10/12/00		—
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		40,230
TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)	10/15/02		—
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total Restricted Securities excluding senior loans (market value of $1,085,007 was 0.1% of net assets at May 31, 2007)		$	5,260,439

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (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 May 31, 2007, 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
$	1,294,964			$	404,676			$	1,699,640

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

NOTE 6 — COMMITMENTS

The Trust has entered into both a $90 million 364-day revolving credit agreement which matured on August 23, 2006 and has been extended to August 22, 2007 and a $535 million 364-day revolving securitization facility which matured on June 14, 2007, and has been extended to June 12, 2008, 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 May 31, 2007, was $338 million. Weighted average interest rate on outstanding borrowings was 5.74%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 17.2% of total assets at May 31, 2007. Average borrowings for the three months ended May 31, 2007 were $327,315,217 and the average annualized interest rate was 5.28% excluding other fees related to the unused portion of the facilities, and other fees.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (Unaudited) (continued)

NOTE 6 — COMMITMENTS (continued)

As of May 31, 2007, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Advance Food Co.	$	206,349
American Cellular Corp.		1,000,000
Builders Firstsource, Inc.		1,500,000
Calpine Corp.		2,100,000
Cannery Casino Resorts		1,346,457
Coach America Holdings, Inc.		211,864
Coleto Creek Power		5,000,000
Borsodchem Nyrt. — Term Loan B		430,303
Borsodchem Nyrt. — Term Loan C		430,303
Federal-Mogul Corp.		3,770,000
Fleetcor Technologies Operating Co., LLC		116,667
Hearthstone Housing Partners II, LLC		1,376,471
Iasis Healthcare Corp.		1,025,437
Kerasotes Theatres, Inc.		891,930
Las Vegas Sands, LLC		900,000
Longview Power, LLC		933,333
Lucite International US Finco Limited		494,656
MEG Energy Corp.		2,800,000
Neoplan USA Corp.		582,750
Norwood Promotional Products Holdings, Inc.	$	965,809
Oglebay Norton Co.		400,000
Oxbow Carbon & Minerals Holdings, LLC		241,611
PLY Gem Industries, Inc.		714,286
Primedia, Inc.		1,133,250
Seminole Tribe of Florida		233,198
Sturm Foods, Inc.		500,000
Sun Healthcare Group, Inc.		170,690
Syniverse Holding, LLC		1,500,000
Trump Entertainment Resorts Holdings, L.P.		4,353
United States Shipping, LLC		406,425
United Surgical Partners International, Inc.		227,419
Univision Communications		1,555,673
UPC Broadband Holding		1,741,434
Valassis Communications, Inc.		320,000
Wastequip, Inc.		203,884
	$	35,434,552

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of May 31, 2007, 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 three month period ended May 31, 2007.

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (Unaudited) (continued)

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS (continued)

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 May 31, 2007, the Trust held 0.5% of its total assets in subordinated loans and unsecured loans.

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:

Three months ended May 31, 2007		Year ended February 28, 2007
Ordinary Income		Ordinary Income
$	26,072,586	$	102,371,727

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, 2007 were:

Undistributed Ordinary Income		Unrealized Appreciation		Post-October Currency Losses Deferred			Capital Loss Carryforwards			Expiration Dates
$	5,656,916	$	33,968,276	$	(1,770,705	)	$	(33,536,215	)		2008
								(847,193	)		2009
								(47,376,376	)		2010
								(97,064,717	)		2011
								(57,686,392	)		2012
								(22,421,058	)		2013
								(560,828	)		2014
							$	(259,492,779	)

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 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 upon challenge 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 for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the Securities and Exchange Commission (the "SEC") has indicated that they would not object if a fund

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (Unaudited) (continued)

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

implements FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For the February year-end closed-end funds, this would be no later than their August 31, 2007 NAV and the effects of FIN 48 would be reflected in the funds' semi-annual financial statements contained in their Form N-CSR filing. 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 currently does not believe that there will be a material impact to the Trust.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards 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 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 May 31, 2007, management of the Trust is 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

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NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (Unaudited) (continued)

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

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.

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (Unaudited) (continued)

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

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 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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2007 (Unaudited) (continued)

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

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.

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 May 31, 2007, the Trust paid to Common Shareholders the following dividends from
net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0475

5/31/07

6/11/07

6/22/07

Subsequent to May 31, 2007, 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

172.05

06/04/07-07/16/07

06/11/07-07/23/07

06/05/07-07/17/07

Series T

147.76

06/05/07-07/10/07

06/12/07-07/17/07

06/06/07-07/11/07

Series W

147.69

06/06/07-07/11/07

06/13/07-07/18/07

06/07/07-07/12/07

Series Th

148.12

06/07/07-07/12/07

06/14/07-07/19/07

06/08/07-07/13/07

Series F

172.24

06/01/07-07/13/07

06/08/07-07/20/07

06/04/07-07/16/07

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2007

Senior Loans*: 170.5%

Bank Loan

Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

)

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

)

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

See Accompanying Notes to Financial Statements
24

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%

)

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

See Accompanying Notes to Financial Statements
25

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

See Accompanying Notes to Financial Statements
26

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

)

Term Loan, maturing January 31, 2015

682,712

EUR

500,000

)

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

)

Term Loan, maturing May 22, 2014

190,841

810,345

)

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

See Accompanying Notes to Financial Statements
27

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

)

Neoplan USA Corporation

1,667,250

)

Revolver, 6.520%, maturing June 30, 2006

1,667,250

5,306,058

)

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

See Accompanying Notes to Financial Statements
28

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

See Accompanying Notes to Financial Statements
29

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

)

Term Loan, maturing May 21, 2014

2,924,833

Millennium Inorganic Chemicals, Inc.

CCC+

900,000

)

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

See Accompanying Notes to Financial Statements
30

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

See Accompanying Notes to Financial Statements
31

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

See Accompanying Notes to Financial Statements
32

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

)

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

See Accompanying Notes to Financial Statements
33

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

See Accompanying Notes to Financial Statements
34

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

See Accompanying Notes to Financial Statements
35

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

See Accompanying Notes to Financial Statements
36

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

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

)

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

See Accompanying Notes to Financial Statements
37

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

See Accompanying Notes to Financial Statements
38

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

See Accompanying Notes to Financial Statements
39

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

See Accompanying Notes to Financial Statements
40

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

)

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

See Accompanying Notes to Financial Statements
41

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

)

Term Loan, maturing May 14, 2015

1,702,773

EUR

1,250,000

)

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

See Accompanying Notes to Financial Statements
42

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

See Accompanying Notes to Financial Statements
43

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

See Accompanying Notes to Financial Statements
44

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

See Accompanying Notes to Financial Statements
45

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

)

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

)

Term Loan, maturing February 28, 2014

4,845,536

91,409,342

See Accompanying Notes to Financial Statements
46

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, 6.403%, maturing
September 30, 2014

2,810,363

EUR

2,083,333

Term Loan, 6.778%, maturing
September 30, 2015

2,835,928

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

)

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 Int'l, Inc.

Ba1

BB+

10,000,000

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

10,125,000

See Accompanying Notes to Financial Statements
47

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

)

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

)

Term Loan, 6.000%, maturing
August 17, 2011

11,284,748

2,734,191

Revolver, 7.518%, maturing
December 31, 2008

2,747,862

See Accompanying Notes to Financial Statements
48

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

)

Term Loan, maturing August 18, 2013

2,002,500

OSI Restaurant Partners, Inc.

Ba3

BB-

230,576

)

Term Loan, maturing May 09, 2014

232,392

2,219,549

)

Term Loan, maturing May 09, 2014

2,237,028

See Accompanying Notes to Financial Statements
49

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

See Accompanying Notes to Financial Statements
50

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

)

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

)

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

See Accompanying Notes to Financial Statements
51

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

)

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

See Accompanying Notes to Financial Statements
52

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

See Accompanying Notes to Financial Statements
53

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

See Accompanying Notes to Financial Statements
54

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

)

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

See Accompanying Notes to Financial Statements
55

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

See Accompanying Notes to Financial Statements
56

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 Décor 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)		—

See Accompanying Notes to Financial Statements
57

ING Prime Rate Trust

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

Description

Market
Value

(@), (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

), (@), (R)

Transtar Metals (Residual Interest in Bankruptcy Estate)

—

), (@), (R)

TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)

—

), (@), (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.

NR 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 $1,887,698,332.

Net unrealized appreciation consists of the following:

Gross Unrealized Appreciation	$	22,938,047
Gross Unrealized Depreciation		(7,067,174	)
Net Unrealized Appreciation	$	15,870,873

See Accompanying Notes to Financial Statements
58

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 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

See Accompanying Notes to Financial Statements
59

ING Prime Rate Trust

ADDITIONAL INFORMATION

SHAREHOLDER INVESTMENT PROGRAM

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

For dividend and capital gains distribution reinvestment purposes, DST will purchase shares of the Trust on the open market when the market price plus estimated fees is less than the NAV on the valuation date. The Trust will issue new shares for dividend and capital gains distribution reinvestment purchases when the market price plus estimated fees is equal to or exceeds the net asset value on the valuation date. New shares may be issued at the greater of (i) NAV or (ii) the market price of the shares during the pricing period, minus a discount of 5%.

For optional cash investments, shares will be purchased on the open market by the 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 2007 DIVIDENDS:

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

February 28	March 8	March 22

March 30	April 5	April 23

April 30	May 8	May 22

May 31	June 7	June 22

June 29	July 6	July 23

July 31	August 8	August 22

August 31	September 6	September 24

September 28	October 5	October 22

October 31	November 8	November 23

November 30	December 6	December 24

December 20	December 27	January 10

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

ING Prime Rate Trust

ADDITIONAL INFORMATION (continued)

STOCK DATA

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

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of May 31, 2007 was 5,256 which does not include approximately 50,163 beneficial owners of shares held in the name of brokers of other nominees.

PROXY VOTING INFORMATION

A description of the policies and procedures that the Trust uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-992-0180; (2) on the Trust's website at www.ingfunds.com and (3) on the SEC's website at www.sec.gov. Information regarding how the Trust voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Trust's website at www.ingfunds.com and on the SEC's website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust's Forms N-Q are available on the SEC's website at www.sec.gov. The Trust's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 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.

Investment Adviser

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Sub-Adviser

ING Investment Management Co.

230 Park Avenue

New York, NY 10169

Institutional Investors and Analysts

Call ING Prime Rate Trust

1-800-336-3436, Extension 2217

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-992-0180

Written Requests

Please mail all account inquiries and other comments to:

ING Prime Rate Trust Account

c/o ING Fund Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

DST Systems, Inc.

P.O. Box 219368

Kansas City, Missouri 64141

Custodian

State Street Bank and Trust Company

801 Pennsylvania Avenue

Kansas City, Missouri 64105

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

Toll-Free Shareholder Information

Call us from 9:00 a.m. to 7:00 p.m. Eastern time on any business day for account or other information, at (800)-992-0180

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the Trust's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the Trust.

PRQR-UPRTQ1 (0507-072507)