Edgar Filing: ING PRIME RATE TRUST

Funds

Quarterly Report

May 31, 2008

ING Prime Rate Trust

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This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds' investment objectives, risks, charges, expenses and other information. This information should be read carefully.

ING Prime Rate Trust

QUARTERLY REPORT

May 31, 2008

Table of Contents

Portfolio Managers' Report					2

Statement of Assets and Liabilities					8

Statement of Operations					9

Statements of Changes in Net Assets					10

Statement of Cash Flows					11

Financial Highlights					12

Notes to Financial Statements					13

Portfolio of Investments					25

Additional Information					56

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

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

PORTFOLIO CHARACTERISTICS AS OF MAY 31, 2008
Net Assets	$	939,926,503
Total Assets	$	1,558,110,040
Assets Invested in Senior Loans	$	1,515,800,172
Senior Loans Represented		549
Average Amount Outstanding per Loan	$	2,761,020
Industries Represented		38
Average Loan Amount per Industry	$	39,889,478
Portfolio Turnover Rate (YTD)		2	%
Weighted Average Days to Interest Rate Reset		43
Average Loan Final Maturity		63
Total Leverage as a Percentage of Total Assets (including preferred shares)		38.96	%

PERFORMANCE SUMMARY

The Trust declared $0.12 of dividends during the first fiscal quarter ended May 31, 2008. Based on the average month-end net asset value ("NAV") per share of $6.21, this resulted in an annualized distribution rate of 7.94%^₍₁₎ for the quarter. The Trust's total net return for the first fiscal quarter ended May 31, 2008, based on NAV, was 8.27% versus a total gross return on the S&P/LSTA Leveraged Loan Index ("LLI")^₍₂₎ of 4.58% for the same quarter. For the year ended May 31, 2008, the Trust's total net return, based on NAV was (8.06)% versus (2.48)% 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 8.06% and (15.95)% for the year ended May 31, 2008.

MARKET REVIEW

The senior loan market rallied during the Trust's first fiscal quarter, as investors searched for value within a very beaten down asset class. Coming on the heels of the single worst calendar quarter on record (the three-month period ended March 31, 2008), an exceptionally strong April and May brought the year-to-date performance of the Index to a (1.33)%. While still in the red, it is currently estimated that the LLI will produce approximately 3% of interest income through the balance of the year. Should that happen, and should loan prices remain reasonably stable, the LLI would again post a positive annual total return in what may be ultimately recognized as one of the most volatile years in recent capital markets history.

^₍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 ("S&P") 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)

The primary catalyst to higher loan prices has been the ongoing easing of the immense technical imbalance that has prevailed since credit markets seized up last summer. As of this writing, the supply overhang of unsold 2007-vintage loans residing on banks' balance sheets is estimated at approximately $64 billion, down from $111 billion at the end of March (and roughly $237 billion at the peak last summer). We've often stated that diminishing supply, together with stable to growing demand, will likely have a positive impact on secondary loan prices, even as default rates continue to move upward, so long as that move is relatively measured and its composition sufficiently anticipated (see below). Thus far, that has been the case. Supply has clearly come down, and will likely continue to do so as pending transactions are either sold into the market or cancelled. Demand, on the other hand, has held reasonably steady, buoyed in part by traditional and new investors seeking to increase exposure to investment assets backed by collateral. An additional positive influence, the prospect of higher short-term interest rates, has also reignited interest in floating rate loans, as floating rate loans remain one of the very few higher-yielding asset classes to benefit from rising short-term rates. Until very recently, when the U.S. Federal Reserve (the "Fed") publicly shifted its bias to controlling inflation, aggressive rate cuts had played a major role in arresting the demand for loans, even though, in the eyes of many investors, value appeared compelling.

Not surprising, fundamental credit conditions have deteriorated somewhat since the first of the year, prompted by tighter liquidity conditions (i.e., credit availability) and, to a lesser degree, decelerating corporate earnings and soaring fuel and commodity prices. Through the end of May, the lagging twelve-month default rate stood at 2.51% by number of loans, from 1.5% at the end of February (the date of our last report), and from a record-low 0.26% at the end of 2007. Although the May number represents a 56-month high, it's important to note the pace of defaults has tapered off since the end of February as the majority of the activity occurred during the first ten months of the year. Further, the bulk of these fresh defaults reside within the most deeply troubled industry sectors and did not come as a significant surprise to most investors (real estate and automotive accounted for 37% and 16%, respectively, of LLI defaults as of May 31). Fortunately, our rigorous underwriting and monitoring process has, thus far, allowed us to avoid the spate of defaults that have occurred within the LLI since the beginning

TOP TEN SENIOR LOAN ISSUERS AS OF MAY 31, 2008 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Charter Communications Operating, LLC		3.2	%		5.2	%
CHS/Community Health Systems, Inc.		3.0	%		4.9	%
Cequel Communications, LLC		2.3	%		3.9	%
Metro-Goldwyn-Mayer, Inc.		2.1	%		3.5	%
HCA, Inc.		2.0	%		3.3	%
UPC Financing Partnership		1.6	%		2.6	%
Norwood Promotional Products		1.6	%		2.6	%
Georgia Pacific Corporation		1.6	%		2.6	%
CSC Holdings, Inc.		1.5	%		2.5	%
Univision Communications, Inc.		1.4	%		2.3	%

TOP TEN INDUSTRY SECTORS AS OF MAY 31, 2008 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		11.2	%		18.6	%
North American Cable		9.4	%		15.7	%
Printing & Publishing		6.3	%		10.4	%
Retail Stores		5.3	%		8.9	%
Utilities		5.3	%		8.7	%
Data and Internet Services		5.0	%		8.2	%
Leisure, Amusement, Entertainment		4.7	%		7.8	%
Chemicals, Plastics & Rubber		4.1	%		6.8	%
Foreign Cable, Foreign TV, Radio and Equipment		4.0	%		6.7	%
Radio and TV Broadcasting		3.8	%		6.3	%

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

of the year. While we remain hopeful that the problems will remain contained within these sectors, there are indications that the now oft discussed collection of headwinds facing the domestic economy, i.e., record energy prices, a seemingly endless slide in home values and waning consumer confidence, could cause default activity to pick up more broadly. We continue to monitor the situation closely.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares while maintaining the appropriate credit standards. Using leverage for investment purposes involves borrowing at a floating short-term rate, and investing those proceeds at a higher floating rate. Unlike traditional fixed income asset classes, using leverage in the floating rate senior loan asset class should not expose investors to the same degree of risk from rising short-term interest rates, as the income produced from the Trust's loan investments will adjust in a fashion consistent with the Trust's borrowing costs. The use of leverage can, however, magnify the erosion of the Trust's net asset value in declining markets. As of May 31, 2008, the Trust had $450 million of "Aaa/AAA^₍₃₎" rated cumulative auction rate preferred shares outstanding, and $157 million of borrowings outstanding under $450 million in available credit facilities. Total leverage, as a percentage of total assets (including preferred shares), was 38.96% at period end.

Since early February 2008, for the first time in the history of its auction rate preferred shares program, the Trust did not receive hold orders and purchase requests for its preferred shares during their weekly auctions that equaled the full amount of such shares. As a result the amount sold by each selling shareholder was reduced pro rata or to zero. In addition, the dividend rate on such preferred shares, which is normally set by means of a Dutch Auction procedure, automatically reset to the maximum rate permitted under the preferred shares program. That maximum rate is 150% of the applicable commercial paper base rate on the day of the auction.

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

The Board of Trustees ("Board") and the management of the Trust continue to evaluate options to address the current liquidity concerns with respect to the auction rate preferred securities. In this regard, in a press release issued on June 9, 2008, the Trust announced that management recommended and the Board approved a partial redemption of the auction rate preferred shares outstanding that would be funded by drawing on leverage available under the Trust's credit facilities, the extensions of which were also recommended by management and approved by the Board. The Trust expects to redeem approximately $225 million of the $450 million auction rate preferred shares outstanding, approximately 50% by series, subject to satisfying the notice and

^₍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)

other requirements that apply to such redemptions. It is currently anticipated that the redemption of 50% of the auction rate preferred shares outstanding will be completed in July 2008.^₍₁₎

We continue to evaluate additional options to address the current liquidity concerns with respect to the auction rate preferred shares. There can be no assurance that any additional means for liquidity will be identified, and if they are, it is possible that the Trust's leverage or its benefits from leverage will diminish.

OUTLOOK

Looking out, we see loan prices as somewhat range bound until the direction of the U.S. economy becomes clearer. Of course, prices will remain subject to both credit specific and general market risk. In our view, the Fed remains somewhat hamstrung, trying to delicately balance downside growth risk and upside inflation risk. As such, we don't see a significant chance of a meaningful move — in either direction — in short term rates on the very near-term horizon. Longer term, we believe the Fed will have no choice but to raise rates to combat now visible inflationary pressures. Again, not only would moderately rising short-term interest rates benefit loan investors through higher current yields, but, absent any material credit or liquidity stress, loan values, unlike those of fixed income securities, are relatively immune to moderate changes in rates. We also believe that our strategy of investing primarily in the better quality and most liquid non-investment grade bank loans, combined with rigorous ongoing monitoring, has the potential to continue our favorable default experience. Absent a loss associated with a default, senior bank loans pay off at original face value, which can provide investors the opportunity to, over time, recapture price declines and take advantage of price discounts. Investors looking to capitalize on that favorable total return opportunity must have a reasonable risk tolerance and a sufficiently long investment horizon.

				`

Jeffrey A. Bakalar Senior Vice President Senior Portfolio Manager ING Investment Management Co.				Daniel A. Norman Senior Vice President Senior Portfolio Manager ING Investment Management Co.

ING Prime Rate Trust
July 3, 2008

^₍₁₎ The redemption of 50% of the auction rate preferred shares was completed in July 2008.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended May 31, 2008
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		(8.06	)%		3.56	%		5.86	%		4.16	%
Based on Market Value		(15.95	)%		2.08	%		3.61	%		2.37	%
S&P/LSTA Leveraged Loan Index		(2.48	)%		3.67	%		4.58	%		4.37	%
Credit-Suisse Leveraged Loan Index		(3.25	)%		3.65	%		4.82	%		4.43	%

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 DISTRIBUTION RATES

Quarter Ended	Prime Rate			NAV 30-day SEC Yield^_(A)			Mkt. 30-Day SEC Yield^_(A)			Annualized Dist. Rate @ NAV^_(B)			Annualized Dist. Rate @ Mkt.^_(B)
May 31, 2008		5.00	%		8.18	%		8.89	%		7.58	%		7.95	%
February 29, 2008		6.00	%		10.99	%		11.93	%		9.03	%		9.79	%
November 30, 2007		7.50	%		10.46	%		11.15	%		7.97	%		8.67	%
August 31, 2007		8.25	%		10.92	%		10.18	%		7.53	%		8.44	%

^_(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, 2008 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,649,106,180)	$	1,523,662,528
Foreign currencies at value (Cost $2,866,317)		2,828,377
Receivables:
Investment securities sold		15,834,198
Interest		15,051,997
Other		34,504
Unrealized appreciation on forward foreign currency contracts		655,058
Prepaid expenses		27,907
Prepaid facility fees on notes payable		15,471
Total assets		1,558,110,040
LIABILITIES:
Notes payable		157,000,000
Payable for investment securities purchased		3,752,741
Accrued interest payable		635,433
Deferred arrangement fees on revolving credit facilities		597,529
Dividends payable — preferred shares		120,706
Payable to affilates		1,407,978
Payable to custodian		156,748
Accrued trustees fees		51,440
Payable to custodian due to bank overdraft		1,680,225
Unrealized depreciation on forward foreign currency contracts		652,444
Unrealized depreciation on unfunded commitments		1,642,429
Other accrued expenses		485,864
Total liabilities		168,183,537
Preferred shares, $25,000 stated value per share at liquidation value (18,000 shares outstanding)		450,000,000
NET ASSETS	$	939,926,503
Net assets value per common share outstanding (net assets divided by 145,094,493 shares of beneficial interest authorized and outstanding, no par value)	$	6.48
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,312,128,054
Distributions in excess of net investment income		(575,451	)
Accumulated net realized loss on investments and foreign currency related transactions		(246,392,911	)
Net unrealized depreciation on investments and foreign currency related transactions		(125,233,189	)
NET ASSETS	$	939,926,503

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the three months ended May 31, 2008 (Unaudited)

INVESTMENT INCOME:
Interest	$	27,316,602
Arrangement fees earned		120,241
Other		319,705
Total investment income		27,756,548
EXPENSES:
Investment management fees		3,254,853
Administration fees		1,017,142
Transfer agent fees		29,164
Interest expense		2,325,082
Shareholder reporting expense		34,300
Custody and accounting expense		204,900
Professional fees		55,860
Preferred shares — dividend disbursing agent fees		288,617
ICI fees		831
Postage expense		65,074
Trustees fees		14,720
Miscellaneous expense		64,938
Total expenses		7,355,481
Net investment income		20,401,067
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND UNFUNDED COMMITMENTS:
Net realized loss on:
Investments		(11,457,571	)
Foreign currency related transactions		(6,838,379	)
Net realized loss on investments and foreign currency related transactions		(18,295,950	)
Net change in unrealized appreciation or depreciation on:
Investments		68,639,722
Foreign currency related transactions		3,005,554
Unfunded commitments		567,650
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and unfunded commitments		72,212,926
Net realized and unrealized gain on investments, foreign currency related transactions and unfunded commitments		53,916,976
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(4,028,652	)
Increase in net assets resulting from operations	$	70,289,391

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Three Months Ended May 31, 2008			Year Ended February 29, 2008
FROM OPERATIONS:
Net investment income	$	20,401,067		$	108,192,188
Net realized gain (loss) on investments and foreign currency related transactions		(18,295,950	)		5,073,469
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and unfunded commitments		72,212,926			(230,998,967	)
Distributions to preferred shareholders from net investment income		(4,028,652	)		(23,475,824	)
Increase (decrease) in net assets resulting from operations		70,289,391			(141,209,134	)
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(17,338,792	)		(81,821,838	)
Decrease in net assets from distributions to common shareholders		(17,338,792	)		(81,821,838	)
CAPITAL SHARE TRANSACTIONS:
Reinvestment of distributions from common shares		—			450,139
Proceeds from shares sold		—			17,785
Net increase from capital share transactions		—			467,924
Net increase (decrease) in net assets		52,950,599			(222,563,048	)
NET ASSETS:
Beginning of period		886,975,904			1,109,538,952
End of period (including distributions in excess of net investment income/undistributed net investment income of $(575,451) and 390,926, $respectively)	$	939,926,503		$	886,975,904

See Accompanying Notes to Financial Statements
10

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the three months ended May 31, 2008 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	28,980,816
Facility fees received		9,427
Dividend paid to preferred shareholder		(4,071,060	)
Arrangement fee received		18,960
Other income received		333,946
Interest paid		(3,049,504	)
Other operating expenses paid		(5,159,938	)
Purchases of securities		(33,898,596	)
Proceeds on sale of securities		201,804,541
Net cash provided by operating activities	$	184,968,592
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(17,338,792	)
Net decrease in notes payable		(181,000,000	)
Payable to custodian due to bank overdraft		1,680,225
Net cash flows provided by financing activities		(196,658,567	)
Net decrease		(11,689,975	)
Cash at beginning of period		11,689,975
Cash at end of period	$	—
Reconciliation Of Net Increase In Net Assets Resulting From Operations To Net Cash Provided by Operating Activities:
Net increase in net assets resulting from operations	$	70,289,391
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Change in unrealized depreciation on investments		(68,639,722	)
Change in unrealized depreciation on foreign currencies		12,439
Change in unrealized depreciation on forward foreign currency contracts		(3,011,667	)
Change in unrealized appreciation on other assets and liabilities		(6,326	)
Change in unrealized depreciation on unfunded commitments		(567,650	)
Net accretion of discounts on investments		(1,212,963	)
Net amortization of premiums on investments		67,112
Net realized gain on sale of investments and forward foreign currency
related transactions		18,295,950
Purchases of securities		(33,898,596	)
Proceeds on sale of securities		201,804,541
Decrease in other assets		7,915
Decrease in interest receivable		2,810,065
Decrease in prepaid facility fees on notes payable		9,427
Increase in prepaid expenses		(7,395	)
Decrease in deferred arrangement fees on revolving credit facilities		(101,281	)
Decrease in accrued interest payable		(724,422	)
Decrease in dividends payable — preferred shares		(42,408	)
Increase in payable to affiliates		21,323
Increase in accrued trustees fees		6,877
Decrease in other accrued expenses		(144,018	)
Total adjustments		114,679,201
Net cash provided by operating activities	$	184,968,592

See Accompanying Notes to Financial Statements
11

ING PRIME RATE TRUST (UNAUDITED) FINANCIAL HIGHLIGHTS

For a common share outstanding throughout the period

	Three Months Ended May 31,			Years Ended February 28 or February 29,
	2008			2008			2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	6.11			7.65			7.59			7.47			7.34			6.73
Income (loss) from investment operations:
Net investment income	$	0.14			0.75			0.71			0.57			0.45			0.46
Net realized and unrealized gain (loss) on investments, foreign currency related transactions and unfunded commitments	$	0.38			(1.57	)		0.06			0.12			0.16			0.61
Total from investment operations	$	0.52			(0.82	)		0.77			0.69			0.61			1.07
Distributions to Common Shareholders from net investment income	$	(0.12	)		(0.56	)		(0.55	)		(0.46	)		(0.43	)		(0.42	)
Distribution to Preferred Shareholders	$	(0.03	)		(0.16	)		(0.16	)		(0.11	)		(0.05	)		(0.04	)
Net asset value, end of period	$	6.48			6.11			7.65			7.59			7.47			7.34
Closing market price at end of period	$	5.97			5.64			7.40			7.02			7.56			7.84
Total Investment Return^₍₁₎
Total investment return at closing market price^₍₂₎	%	8.06			(17.25	)		13.84			(0.82	)		2.04			28.77
Total investment return at net asset value^₍₃₎	%	8.27			(13.28	)		8.85			8.53			7.70			15.72
Ratios/Supplemental Data
Net assets end of period (000's)	$	939,927			886,976			1,109,539			1,100,671			1,082,748			1,010,325
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)	$	157,000			338,000			281,000			465,000			496,000			225,000
Asset coverage per $1,000 of debt^₍₄₎	$	2,548			2,125			2,517			2,203			2,140			2,500
Average borrowings (000's)	$	256,946			391,475			459,982			509,178			414,889			143,194
Ratios to average net assets including Preferred Shares^₍₅₎
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	1.47			1.54			1.57			1.64			1.60			1.45
Net expenses after expense waiver^₍₆₎	%	2.15			3.05			3.27			3.02			2.21			1.65
Gross expenses prior to expense waiver^₍₆₎	%	2.15			3.05			3.27			3.02			2.22			1.65
Net investment income^₍₆₎	%	5.97			7.23			6.68			5.44			4.21			4.57
Ratios to average net assets plus borrowings
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	1.71			1.60			1.56			1.58			1.63			1.84
Net expenses after expense waiver^₍₆₎	%	2.51			3.17			3.25			2.90			2.26			2.09
Gross expenses prior to expense waiver^₍₆₎	%	2.51			3.17			3.25			2.90			2.27			2.09
Net investment income^₍₆₎	%	6.96			7.53			6.63			5.24			4.32			5.82
Ratios to average net assets
Expenses (before interest and other fees related to revolving credit facility)^₍₆₎	%	2.19			2.20			2.21			2.33			2.29			2.11
Net expenses after expense waiver^₍₆₎	%	3.22			4.36			4.62			4.27			3.17			2.40
Gross expenses prior to expense waiver^₍₆₎	%	3.22			4.36			4.62			4.27			3.18			2.40
Net investment income^₍₆₎	%	8.95			10.35			9.42			7.71			6.04			6.68
Portfolio turnover rate	%	2			60			60			81			93			87
Common shares outstanding at end of period (000's)		145,094			145,094			145,033			145,033			145,033			137,638

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

^₍₂₎ Total investment return 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
12

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited)

NOTE 1 — ORGANIZATION

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

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

A. Senior Loan and Other Security Valuation. Senior loans held by the Trust are normally valued at the average of the means of one or more bid and ask quotations obtained from an independent pricing service or other sources determined by the Trust's Board 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, 2008, 98.20% 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, 2008 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

including price quotations for, and trading in, the loan and interests in similar loans; (v) the reputation and financial condition of the agent for the loan and any intermediate participants in the loan; (vi) the borrower's management; and (vii) the general economic and market conditions affecting the fair value of the loan. Securities for which the primary market is a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ will be valued at the NASDAQ Official Closing Price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on a valuation date are valued at the mean between the last reported bid and ask price on such exchange. Securities, other than senior loans, for which reliable market value quotations are not readily available, and all other assets, will be valued at their respective fair values as determined in good faith by, and under procedures established by, the Board. Investments in securities maturing in 60 days or less from the date of acquistion are valued at amortized cost which approximates market value.

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, 2008 (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 forward foreign currency contract, the Trust agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Trust's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Open forward foreign currency contracts are presented following the Portfolio of Investments.

F. Distributions to Common Shareholders. The Trust declares and pays dividends monthly from net investment income. Distributions from capital gains, if any, are declared and paid annually. The Trust may make additional distributions to comply with the distribution requirements of the Internal Revenue Code. The character and amounts of income and gains to be distributed are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. The Trust records distributions to its shareholders on the ex-dividend date.

G. Dividend Reinvestments. Pursuant to the Trust's Shareholder Investment Program (the "Program"), DST Systems, Inc. ("DST"), the Program administrator, purchases, from time to time, shares of beneficial interest of the Trust on the open market to satisfy dividend reinvestments. Such shares are purchased on the open market only when the closing sale or bid price plus commission is less than the NAV per share of the Trust's common shares on the valuation date. If the market price plus commissions is equal to or exceeds NAV, new shares are issued by the Trust at the greater of (i) NAV or (ii) the market price of the shares during the pricing period, minus a discount of 5%.

H. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (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, 2008, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $34,186,409 and $224,054,789, respectively. At May 31, 2008, the Trust held senior loans valued at $1,515,800,172 representing 99.5% of its total investments. The market value of these assets is established as set forth in Note 2.

The senior loans acquired by the Trust typically take the form of a direct lending relationship with the borrower, and are typically acquired through an assignment of another lender's interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors the collateral securing the loan.

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 3 — INVESTMENTS (continued)

Dates of acquisition and cost of assigned basis of restricted securities are as follows:

	Date of Acquisition	Cost or Assigned Basis
Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	06/05/02	$	100
Block Vision Holdings Corporation (571 Common Shares)	09/17/02		—
Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	12/26/00		9,793
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
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		2,576
Humphrey's, Inc. (Residual Interest in Bankruptcy Estate)	05/15/02		50
IAP Acquisition Corporation (3,524 Common Shares)	08/29/03		—
IAP Acquisition Corporation (1,084 Common Shares)	08/29/03		3,524,300
IAP Acquisition Corporation (1,814 Common Shares)	08/29/03		—
IAP Acquisition Corporation (17,348 Common Shares)	08/29/03		428,603
Imperial Home Décor Group, Inc. (Liquidation Interest)	01/22/04		—
IT Group, Inc. (Residual Interest in Bankruptcy Estate)	09/12/03		25
Kevco Inc. (Residual Interest in Bankruptcy Estate)	06/05/02		25
Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)	08/25/05		—
Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	06/08/04		—
Norwood Promotional Products, Inc. (104,148 Common Shares)	08/23/04		32,939
Norwood Promotional Products, Inc. (Contingent Value Rights)	12/14/07		377,999
Safelite Realty Corporation (57,804 Common Shares)	10/12/00		—
Transtar Metals (Residual Interest in Bankruptcy Estate)	01/09/03		40,230
TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)	10/15/02		—
US Office Products Company (Residual Interest in Bankruptcy Estate)	02/11/04		—
Total Restricted Securities excluding senior loans (market value $840,481 was 0.09% of net assets at May 31, 2008)		$	5,533,513

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).

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

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, 2008, the Trust had the following amounts recorded in payables to affiliates on the accompanying Statement of Assets and Liabilities:

Accrued Investment Management Fees				Accrued Administrative Fees				Total
$	1,072,745			$	335,233			$	1,407,978

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 matures August 20, 2008 and a $360 million 364-day revolving securitization facility which matures May 29, 2009, collateralized by assets of the Trust. Borrowing rates under these agreements are based on a fixed spread over LIBOR, 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, 2008, was $157 million. Weighted average interest rate on outstanding borrowings was 3.50%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 10.1% of total assets at May 31, 2008. Average borrowings for the period ended May 31, 2008 were $256,945,652 and the average annualized interest rate was 3.59% excluding other fees related to the unused portion of the facilities, and other fees.

As of May 31, 2008, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Advance Food Company	$	116,878
Calpine Corporation		871,500
Cannery Casino Resorts, LLC		755,906
Cengage Learning, Inc.		3,333,333
Centaur Gaming		350,877
Coleto Creek Power		3,791,667
Community Health Systems, Inc.		2,501,356
Fontainebleau Resorts, LLC		966,667
Golden Nugget, Inc.	$	545,455
Hub International Holdings, Inc.		81,046
Kerasotes Theatres, Inc.		996,930
Ply Gem Industries, Inc.		666,667
Sturm Foods, Inc.		500,000
United Surgical Partners International, Inc.		72,581
	$	15,550,863

The unrealized depreciation on these commitments of $1,642,429 as of May 31, 2008 is reported as such on the Statement of Assets and Liabilities.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of May 31, 2008, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date		Shares Registered		Shares Remaining
	9/15/98		25,000,000		12,372,589
	3/04/99		5,000,000		3,241,645

On November 2, 2000, the Trust issued 3,600 shares each of Series M, Series W and Series F Auction Rate Cumulative Preferred Shares, $0.01 Par Value, $25,000 liquidation preference, for a total issuance of $270 million. Also, on November 16, 2000, the Trust issued 3,600 shares of Series T and Series Th Auction Rate Cumulative Preferred Shares, $0.01 Par Value, $25,000, liquidation preference, for a total issuance of $180 million. The Trust used the net proceeds of the offering to partially pay down the then existing indebtedness and to purchase additional senior loans. Preferred Shares pay dividends based on a rate set at auctions, normally held every 7 days. In most instances dividends are also payable every 7 days, on the first business day following the end of the rate period. Preferred shares have no stated conversion, redemption or liquidation date, but may be redeemed at the election of the Trust. Such shares may only be redeemed by the Preferred Shareholders if the Trust fails to meet certain credit quality thresholds within its portfolio.

Since early February 2008, for the first time in the history of its auction rate preferred shares program, the Trust did not receive hold orders and purchase requests for its preferred shares during their weekly auctions that equaled the full amount of such shares. As a result the amount sold by each selling shareholder was reduced pro rata or to zero. In addition, the dividend rate on such preferred shares, which is normally set by means of a Dutch Auction procedure, automatically reset to the maximum rate permitted under the preferred shares program. That maximum rate is 150% of the applicable commercial paper base rate on the day of the auction.

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 months ended May 31, 2008.

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it acquires or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of May 31, 2008, the Trust held 0.5% of its total assets in subordinated loans and unsecured loans.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Prime Rate Trust
	Three Months Ended May 31, 2008		Year Ended February 29, 2008
Number of Shares
Reinvestment of distributions from common shares		—		58,938
Proceeds from shares sold		—		2,320
Net increase in shares outstanding		—		61,258
Dollar Amount ($)
Reinvestment of distributions from common shares	$	—	$	450,139
Proceeds from shares sold		—		17,785
Net increase	$	—	$	467,924

NOTE 11 — FEDERAL INCOME TAXES

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

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

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

Three months ended May 31, 2008		Year Ended February 29, 2008
Ordinary Income		Ordinary Income
$	21,367,444	$	105,297,662

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

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

The Trust's major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2003.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 12 — 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 was effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements had been issued. Acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the SEC indicated that they would not object if a fund implemented 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. 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 analyzed the tax positions of the Trust. Upon adoption of FIN 48, management identified no uncertain tax positions that have not met the more likely-than-not standard.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("SFAS No. 157"), "Fair Value Measurements." This 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 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. SFAS No. 157 will not impact the manner for which the Trust's investments are valued but will result in expanded financial statement disclosure.

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("SFAS No. 161"), "Disclosure about Derivative Instruments and Hedging Activities." This new accounting statement requires enhanced disclosures about an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of May 31, 2008, management of the Trust is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 12 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments.

SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of May 31, 2008, management of the Trust is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.

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

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

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. Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

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

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

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, 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, Investments reported that given ING's refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

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

• 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. 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.

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.

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 14 — SUBSEQUENT EVENTS

The Trust announced that the Board of Trustees had approved a partial redemption of the auction rate preferred shares outstanding by drawing on leverage that is available under the Trust's credit facilities. Below is a summary of the redemption of approximately $225 million of the $450 million auction rate preferred shares outstanding:

Preferred Shares	Total Shares Redeemed		Total Liquidation Preference		Redemption Date
Series M		1,800	$	45,000,000	07/15/08
Series T		1,800	$	45,000,000	07/16/08
Series W		1,800	$	45,000,000	07/17/08
Series Th		1,800	$	45,000,000	07/18/08
Series F		1,800	$	45,000,000	07/21/08
Totals		9,000	$	225,000,000

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2008 (Unaudited) (continued)

NOTE 14 — SUBSEQUENT EVENTS (continued)

Subsequent to May 31, 2008, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

0.0340

5/30/08

6/10/08

6/23/08

0.0320

6/30/08

7/10/08

7/22/08

Subsequent to May 31, 2008, the Trust paid to Preferred Shareholders the following dividends from net investment income:

Preferred Shares	Total Per Share Amount		Auction Dates	Record Dates	Payable Dates	Average Rate
Series M	$	104.64	06/02/08-07/14/08	06/09/08-07/21/08	06/10/08-07/22/08		4.612	%
Series T	$	106.74	06/03/08-07/15/08	06/10/08-07/22/08	06/11/08-07/23/08		4.706	%
Series W	$	104.99	06/04/08-07/16/08	06/11/08-07/23/08	06/12/08-07/24/08		4.628	%
Series Th	$	105.93	06/05/08-07/17/08	06/12/08-07/24/08	06/13/08-07/25/08		4.657	%
Series F	$	106.74	06/06/08-07/18/08	06/13/08-07/25/08	06/16/08-07/28/08		4.706	%

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited)

Senior Loans*: 161.3%

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 2.1%

Avio Group

556,314

Term Loan, 6.423%, maturing
December 13, 2014

519,358

EUR

708,333

Term Loan, 6.715%, maturing
December 13, 2014

1,047,363

EUR

708,333

Term Loan, 7.146%, maturing
December 13, 2015

1,047,363

590,346

Term Loan, 7.468%,
maturing December 13, 2015

551,130

Delta Air Lines, Inc.

Ba2

BB-

1,485,000

Term Loan, 5.006%, maturing April 30, 2012

1,270,735

Delta Air Lines, Inc.

4,481,250

Term Loan, 6.149%, maturing April 30, 2012

3,293,719

Dyncorp International, LLC

Ba2

2,158,064

Term Loan, 4.625%, maturing
February 11, 2011

2,087,926

McKechnie Aerospace DE, Inc.

Ba3

B+

992,500

Term Loan, 4.709%, maturing May 11, 2014

945,356

Transdigm, Inc.

Ba3

BB-

3,000,000

Term Loan, 4.655%, maturing June 23, 2013

2,915,001

United Airlines, Inc.

BB-

2,496,357

Term Loan, 4.809%, maturing
February 01, 2014

1,927,187

US Airways Group, Inc.

B+

4,138,000

Term Loan, 4.883%, maturing
March 24, 2014

2,853,151

Wesco Aircraft Hardware Corporation

BB-

1,458,750

Term Loan, 4.950%, maturing
September 29, 2013

1,433,678

19,891,967

Automobile: 1.9%

Dollar Thrifty Automotive Group, Inc.

744,375

Term Loan, 4.381%, maturing June 15, 2014

562,003

Ford Motor Company

Ba3

B+

6,228,172

Term Loan, 5.800%, maturing
December 15, 2013

5,389,318

KAR Holdings, Inc.

Ba3

B+

4,466,250

Term Loan, 4.950%, maturing
October 20, 2013

4,159,195

Oshkosh Truck Corporation

Ba3

BBB-

7,775,000

Term Loan, 4.760%, maturing
December 06, 2013

7,453,201

17,563,717

Beverage, Food & Tobacco: 3.9%

Advance Food Company

BB-

49,965

Term Loan, 1.858%, maturing
March 16, 2014

45,468

578,544

Term Loan, 4.450%, maturing
March 16, 2014

526,475

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

ARAMARK Corporation

Ba3

15,882,231

Term Loan, 4.571%, maturing
January 26, 2014

14,947,164

2,962,500

Term Loan, 4.571%, maturing
January 26, 2014

2,788,083

1,388,208

Term Loan, 5.025%, maturing
January 26, 2014

1,306,477

Birds Eye Foods, Inc.

B+

856,667

Term Loan, 4.450%, maturing
March 22, 2013

818,117

Bumble Bee Foods, LLC

B+

1,200,000

Term Loan, 5.052%, maturing May 02, 2012

1,140,000

Golden State Foods

B+

3,840,000

Term Loan, 4.649%, maturing
February 28, 2011

3,772,800

Pinnacle Foods Holding Corporation

5,657,250

Term Loan, 5.473%, maturing April 02, 2014

5,318,828

Sturm Foods, Inc.

2,970,000

Term Loan, 5.438%, maturing
January 31, 2014

2,341,349

United Biscuits

GBP

1,476,692

Term Loan, 7.962%, maturing
December 14, 2014

2,683,379

Van Houtte, Inc.

BB-

655,050

Term Loan, 5.196%, maturing July 19, 2014

619,841

89,325

Term Loan, 5.196%, maturing July 19, 2014

78,159

36,386,140

Buildings & Real Estate: 1.5%

Contech Construction Products, Inc.

Ba3

1,711,597

Term Loan, 4.649%, maturing
January 31, 2013

1,474,113

Custom Building Products, Inc.

BB-

4,116,063

Term Loan, 6.883%, maturing
October 29, 2011

3,580,975

John Maneely Company

B+

4,256,286

Term Loan, 5.975%, maturing
December 08, 2013

3,988,494

KCPC Acquisition, Inc.

Ba2

560,170

Term Loan, 4.928%, maturing May 22, 2014

518,157

189,655

Term Loan, 5.125%, maturing May 22, 2014

175,431

Lafarge Roofing

169,425

Term Loan, 4.506%, maturing June 14, 2015

123,045

EUR

180,337

Term Loan, 6.856%, maturing June 14, 2015

203,737

EUR

441,573

Term Loan, 6.856%, maturing June 14, 2015

498,869

171,654

Term Loan, 4.756%, maturing March 14, 2016

124,664

EUR

409,551

Term Loan, 7.106%, maturing March 14, 2016

462,691

EUR

210,674

Term Loan, 7.106%, maturing March 14, 2016

238,010

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

					*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*				Borrower/Tranche Description	Moody's	S&P	Value
*Buildings & Real Estate: (continued)*
				Ply Gem Industries, Inc.	B2	BB-
$	761,905			Revolver, 3.558%, maturing February 12, 2009			$	666,667
				Shea Capital I, LLC	Ba3	BB-
	490,550			Term Loan, 4.434%, maturing October 27, 2011				377,723
				Tishman Speyer	Ba2	BB-
	1,500,000			Term Loan, 4.340%, maturing December 27, 2012				1,286,250
								13,718,826
*Cargo Transport: 1.9%*
				Baker Tanks, Inc.	B1	B
	1,980,000			Term Loan, 5.086%, maturing May 08, 2014				1,831,500
				Dockwise Transport, N.V.	NR	NR
	875,000			Term Loan, 5.071%, maturing January 11, 2015				824,141
	1,094,819			Term Loan, 5.071%, maturing January 11, 2015				1,031,183
	1,094,819			Term Loan, 5.571%, maturing January 11, 2016				1,031,183
	875,000			Term Loan, 5.571%, maturing January 11, 2016				824,141
	500,000			Term Loan, 7.196%, maturing July 11, 2016				439,166
	560,000			Term Loan, 7.196%, maturing October 20, 2016				491,866
				Gainey Corporation	Caa2	CC
	749,586	(3	)	Term Loan, 9.816%, maturing April 20, 2012				348,557
				Greatwide Logistics Services, Inc.	B3	B
	2,212,500			Term Loan, 6.200%, maturing December 19, 2013				1,752,023
				Inmar, Inc.	B1	B
	540,922			Term Loan, 5.200%, maturing April 29, 2013				508,467
				Kenan Advantage Group, Inc.	B3	B+
	977,512			Term Loan, 6.196%, maturing December 16, 2011				913,974
		(2	)	Neoplan USA Corporation	NR	NR
	896,585	(3	)	Term Loan, 0.000%, maturing June 30, 2006				31,770
				Railamerica Transportation Corporation	NR	NR
	4,200,000			Term Loan, 4.930%, maturing August 14, 2008				4,116,000
				TNT Logistics	Ba2	BB-
	1,902,544			Term Loan, 5.381%, maturing November 04, 2013				1,797,904
	723,070			Term Loan, 5.696%, maturing November 04, 2013				686,315
				US Shipping Partners, L.P.	Caa2	B
	1,795,275			Term Loan, 6.196%, maturing March 31, 2012				1,551,042
								18,179,232

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Cellular: 1.9%

Alltel Communications, Inc.

Ba3

BB-

1,500,000

Term Loan, 5.248%, maturing May 16, 2015

1,389,643

3,730,003

Term Loan, 5.248%, maturing May 16, 2015

3,466,572

1,994,987

Term Loan, 5.550%, maturing May 16, 2015

1,854,091

Centennial Communications Corporation

Ba2

BB-

3,567,436

Term Loan, 4.795%, maturing
February 09, 2011

3,497,871

Cricket Communications, Inc.

Ba2

B+

5,895,000

Term Loan, 5.696%, maturing June 16, 2013

5,796,748

NTELOS, Inc.

Ba3

BB-

2,155,575

Term Loan, 5.268%, maturing
August 24, 2011

2,114,485

18,119,410

Chemicals, Plastics & Rubber: 6.8%

AZ Chem US, Inc.

BB-

EUR

714,414

Term Loan, 6.640%, maturing
February 28, 2013

900,187

AZ Chem US, Inc.

Caa1

CCC+

333,333

Term Loan, 8.150%, maturing
February 28, 2014

225,000

Borsodchem Nyrt.

EUR

804,394

Term Loan, 6.812%, maturing
March 26, 2015

1,109,500

EUR

804,394

Term Loan, 7.312%, maturing
March 26, 2016

1,112,628

Brenntag Holding GmbH & Co. KG

B+

1,178,182

Term Loan, 5.794%, maturing
January 17, 2014

1,103,073

3,621,818

Term Loan, 5.794%, maturing
January 17, 2014

3,390,927

Celanese

Ba2

BB+

3,200,000

Term Loan, 2.803%, maturing April 02, 2014

3,078,666

Cristal Inorganic Chemicals, Inc.

Ba3

B+

2,892,750

Term Loan, 4.946%, maturing May 15, 2014

2,516,692

Cristal Inorganic Chemicals, Inc.

CCC

900,000

Term Loan, 8.446%, maturing
November 15, 2014

708,750

Flint Group

936,821

Term Loan, 4.880%, maturing
December 31, 2012

838,748

353,279

Term Loan, 4.880%, maturing
December 31, 2014

316,295

2,333,333

Term Loan, 4.880%, maturing May 29, 2015

2,089,064

EUR

666,667

Term Loan, 6.983%, maturing May 29, 2015

915,643

1,290,100

Term Loan, 4.880%, maturing
December 31, 2015

1,155,043

Hawkeye Renewables, LLC

3,626,591

Term Loan, 6.955%, maturing June 30, 2012

2,425,283

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Chemicals, Plastics & Rubber: (continued)

Hexion Specialty Chemicals, Inc.

Ba3

B+

7,826,935

Term Loan, 4.938%, maturing May 05, 2013

7,441,177

1,176,000

Term Loan, 4.959%, maturing May 05, 2013

1,118,040

1,698,865

Term Loan, 5.000%, maturing May 05, 2013

1,615,135

992,500

Term Loan, 5.000%, maturing May 05, 2013

943,584

2,462,500

Term Loan, 5.000%, maturing May 05, 2013

2,341,133

Ineos US Finance, LLC

Ba3

BB-

2,150,615

Term Loan, 4.885%, maturing
December 16, 2012

1,987,975

2,854,474

Term Loan, 4.885%, maturing
December 16, 2013

2,624,926

2,853,691

Term Loan, 5.385%, maturing
December 23, 2014

2,624,206

ISP Chemco, Inc.

Ba3

BB-

3,473,750

Term Loan, 4.236%, maturing June 04, 2014

3,315,260

JohnsonDiversey, Inc.

Ba2

BB-

501,036

Term Loan, 4.784%, maturing
December 16, 2010

481,204

2,582,579

Term Loan, 4.784%, maturing
December 16, 2011

2,480,353

Kraton Polymers, LLC

B-

1,578,407

Term Loan, 4.750%, maturing May 12, 2013

1,385,052

Lucite International US Finco, Ltd.

Ba3

BB-

699,375

Term Loan, 5.150%, maturing July 07, 2013

644,299

1,030,382

Term Loan, 5.150%, maturing July 07, 2013

949,239

LyondellBasell Industries

Ba2

3,250,000

)

Term Loan, maturing April 30, 2015

2,954,250

MacDermid, Inc.

BB-

1,648,421

Term Loan, 4.696%, maturing April 12, 2014

1,510,366

EUR

807,192

Term Loan, 6.981%, maturing April 12, 2014

1,114,405

Northeast Biofuels, LLC

1,073,171

Term Loan, 5.946%, maturing June 30, 2013

965,854

Polypore, Inc.

Ba2

BB-

3,308,333

Term Loan, 5.110%, maturing July 03, 2014

3,194,609

Rockwood Specialties Group, Inc.

Ba2

BB+

2,862,617

Term Loan, 4.399%, maturing
December 13, 2013

2,747,889

64,324,455

Containers, Packaging & Glass: 4.8%

Berry Plastics Corporation

BB-

9,916,128

Term Loan, 4.784%, maturing April 03, 2015

9,214,562

Graham Packaging Company

B+

13,068,000

Term Loan, 5.037%, maturing
October 07, 2011

12,510,794

Graphic Packaging International, Inc.

Ba3

BB-

7,866,343

Term Loan, 4.795%, maturing May 16, 2014

7,500,117

Klockner Pentaplast

2,000,000

Term Loan, 5.210%, maturing
January 03, 2016

1,455,000

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: (continued)

EUR

480,547

Term Loan, 7.242%, maturing
January 03, 2016

545,470

EUR

1,019,453

Term Loan, 7.242%, maturing
January 03, 2016

1,157,184

Mauser AG

EUR

625,000

Term Loan, 6.762%, maturing June 13, 2013

730,808

EUR

625,000

Term Loan, 7.012%, maturing June 13, 2014

737,694

842,699

Term Loan, 4.757%, maturing June 13, 2015

633,429

842,699

Term Loan, 5.007%, maturing June 13, 2016

639,398

Owens-Illinois

Baa3

BBB-

EUR

2,154,375

Term Loan, 5.884%, maturing June 14, 2013

3,094,407

Pro Mach, Inc.

2,450,000

Term Loan, 4.950%, maturing
December 01, 2011

2,290,750

Smurfit-Stone Container Corporation

Ba2

99,264

Term Loan, 5.058%, maturing
November 01, 2011

96,584

594,668

Term Loan, 5.067%, maturing
November 01, 2011

578,612

Tegrant Holding Company

495,000

Term Loan, 5.430%, maturing
March 08, 2014

340,312

Tegrant Holding Company

Caa2

CCC-

500,000

Term Loan, 8.180%, maturing
March 08, 2015

205,000

Xerium Technologies, Inc.

Caa1

CCC+

4,235,415

Term Loan, 5.446%, maturing May 18, 2012

3,578,926

45,309,047

Data and Internet Services: 8.2%

Activant Solutions, Inc.

B+

930,897

Term Loan, 4.759%, maturing May 02, 2013

827,335

Acxiom Corporation

Ba2

BB+

1,703,333

Term Loan, 4.893%, maturing
September 15, 2012

1,639,458

Amadeus IT Group, S.A.

EUR

768,581

Term Loan, 6.709%, maturing May 04, 2015

1,105,293

EUR

768,581

Term Loan, 7.209%, maturing May 04, 2016

1,105,507

Audatex

Ba3

BB-

3,098,073

Term Loan, 4.875%, maturing May 16, 2014

2,881,208

Carlson Wagonlit Holdings, B.V.

Ba2

BB-

2,750,000

Term Loan, 5.149%, maturing
August 03, 2012

2,499,062

First Data Corporation

Ba3

BB-

5,974,438

Term Loan, 5.168%, maturing
September 24, 2014

5,556,909

2,192,827

Term Loan, 5.355%, maturing
September 24, 2014

2,041,248

248,750

Term Loan, 5.355%, maturing
September 24, 2014

231,422

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Open Text Corporation

Ba3

1,322,614

Term Loan, 4.631%, maturing
October 02, 2013

1,279,629

Orbitz

BB-

9,447,500

Term Loan, 5.673%, maturing July 25, 2014

7,983,137

Reynolds & Reynolds Company

Ba2

9,855,732

Term Loan, 4.383%, maturing
October 26, 2012

9,449,183

Sabre, Inc.

B+

15,958,689

Term Loan, 4.691%, maturing
September 30, 2014

13,678,591

Sitel, LLC

B+

3,893,842

Term Loan, 5.163%, maturing
January 30, 2014

3,154,012

Sungard Data Systems, Inc.

Ba3

20,186,112

Term Loan, 4.508%, maturing
February 28, 2014

19,091,924

Transaction Network Services, Inc.

BB-

2,282,110

Term Loan, 4.621%, maturing
March 28, 2014

2,110,952

Travelport, Inc.

Ba3

BB-

1,445,156

Term Loan, 4.631%, maturing
August 23, 2013

1,328,640

289,971

Term Loan, 4.946%, maturing
August 23, 2013

266,593

992,500

Term Loan, 4.631%, maturing May 23, 2014

909,130

77,139,233

Diversified / Conglomerate Manufacturing: 3.3%

BOC Edwards

3,225,625

)

Term Loan, 4.644%, maturing May 31, 2014

2,548,244

Brand Services, Inc.

2,830,965

Term Loan, 5.014%, maturing
February 07, 2014

2,590,333

1,238,250

Term Loan, 6.024%, maturing
February 07, 2014

1,176,338

Brand Services, Inc.

Caa1

CCC+

1,600,000

Term Loan, 8.838%, maturing
February 07, 2015

1,400,000

Dresser, Inc.

B+

4,910,577

Term Loan, 5.211%, maturing May 04, 2014

4,711,085

EPD, Inc.

B+

436,406

Term Loan, 4.890%, maturing July 31, 2014

371,127

3,047,188

Term Loan, 5.400%, maturing July 31, 2014

2,591,380

Ferretti S.P.A.

EUR

577,667

Term Loan, 4.715%, maturing
March 31, 2015

849,194

EUR

577,667

Term Loan, 4.715%, maturing
March 31, 2016

849,194

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Flextronics International, Ltd.

Ba1

BB+

691,719

Term Loan, 4.947%, maturing
October 01, 2014

651,946

197,825

Term Loan, 4.963%, maturing
October 01, 2014

184,472

Generac Power Systems, Inc.

4,405,756

Term Loan, 5.184%, maturing
November 09, 2013

3,612,720

Gentek Holding Corporation

Ba3

BB-

381,695

Term Loan, 4.765%, maturing
February 28, 2011

358,555

1,128,890

Term Loan, 4.765%, maturing
February 28, 2011

1,060,451

Mueller Group, Inc.

Ba3

BB+

1,747,905

Term Loan, 4.571%, maturing May 24, 2014

1,651,770

Rexnord Corporation / RBS Global, Inc.

Ba2

BB-

968,485

Term Loan, 4.978%, maturing July 19, 2013

920,061

Sensata Technologies

Ba3

4,126,500

Term Loan, 4.662%, maturing April 27, 2013

3,817,013

Sensus Metering Systems, Inc.

Ba3

1,408,696

Term Loan, 5.271%, maturing
December 17, 2010

1,338,261

97,174

Term Loan, 6.878%, maturing
December 17, 2010

92,315

Textron Fastening Systems

B+

492,500

Term Loan, 6.196%, maturing
August 11, 2013

462,950

31,237,409

Diversified / Conglomerate Service: 3.9%

Affinion Group

Ba2

3,937,668

Term Loan, 5.167%, maturing
October 17, 2012

3,777,700

AlixPartners, LLP

BB-

2,578,769

Term Loan, 4.710%, maturing
October 12, 2013

2,505,705

Brickman Group

Ba3

BB-

1,980,000

Term Loan, 4.696%, maturing
January 23, 2014

1,861,200

Brock Holdings, Inc.

B+

1,485,000

Term Loan, 4.633%, maturing
February 26, 2014

1,381,050

Catalina Marketing Corporation

Ba3

BB-

2,985,000

Term Loan, 5.696%, maturing
October 01, 2014

2,834,505

Coach America Holdings, Inc.

2,126,791

Term Loan, 5.399%, maturing April 20, 2014

1,403,682

442,989

Term Loan, 5.446%, maturing April 20, 2014

292,373

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

Fleetcor Technologies Operating
Company, LLC

Ba3

B+

116,667

Term Loan, 4.880%, maturing April 30, 2013

111,417

577,500

Term Loan, 5.075%, maturing April 30, 2013

551,513

Intergraph Corporation

Ba3

BB-

1,884,107

Term Loan, 4.646%, maturing May 29, 2014

1,819,341

ISS Global A/S

EUR

877,193

Term Loan, 6.652%, maturing
December 31, 2013

1,276,717

EUR

122,807

Term Loan, 6.652%, maturing
December 31, 2013

178,740

ISTA International GmbH

EUR

331,478

Term Loan, 6.769%, maturing May 14, 2015

448,320

EUR

1,668,522

Term Loan, 6.769%, maturing May 14, 2015

2,256,656

Mitchell International, Inc.

Ba3

B+

445,500

Term Loan, 4.671%, maturing
March 28, 2014

427,958

Mitchell International, Inc.

Caa1

B+

250,000

Term Loan, 7.938%, maturing
March 28, 2015

238,750

Valley National Gases, Inc.

Ba3

BB-

1,956,000

Term Loan, 4.885%, maturing
February 28, 2014

1,770,180

Valley National Gases, Inc.

CCC+

250,000

Term Loan, 8.381%, maturing
August 28, 2014

212,500

Valleycrest Companies, LLC

B+

1,976,906

Term Loan, 5.076%, maturing
October 04, 2013

1,769,331

Vertafore, Inc.

3,069,116

Term Loan, 5.138%, maturing
January 31, 2012

2,877,296

West Corporation

BB-

9,417,803

Term Loan, 5.155%, maturing
October 24, 2013

8,746,785

36,741,719

Diversified Nat'l Rsrcs, Precious Metals & Minerals: 2.6%

Georgia Pacific Corporation

Ba2

BB+

25,608,613

Term Loan, 4.685%, maturing
December 20, 2012

24,313,508

24,313,508

Ecological: 0.1%

Synagro Technologies, Inc.

B+

893,250

Term Loan, 4.690%, maturing April 02, 2014

772,661

Synagro Technologies, Inc.

Caa2

CCC+

485,000

Term Loan, 7.440%, maturing
October 02, 2014

352,838

1,125,499

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Electronics: 1.6%

Decision One

1,691,707

Term Loan, 12.000%, maturing April 15, 2010

1,522,536

Freescale Semiconductor, Inc.

Ba1

4,090,148

Term Loan, 4.578%, maturing
December 01, 2013

3,690,892

Infor Global Solutions

B+

496,250

Term Loan, 5.450%, maturing July 28, 2012

407,545

105,800

Term Loan, 6.450%, maturing July 28, 2012

93,038

202,784

Term Loan, 6.450%, maturing July 28, 2012

178,323

EUR

740,625

Term Loan, 7.731%, maturing July 28, 2012

962,017

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Term Loan, 10.978%, maturing
March 02, 2014

515,940

Kronos, Inc.

Ba3

B+

2,463,393

Term Loan, 4.946%, maturing June 11, 2014

2,275,559

NXP, B.V.

Ba3

BB-

1,750,000

Floating Rate Note, 5.463%, maturing
October 15, 2013

1,601,250

EUR

1,500,000

Floating Rate Note, 7.497%, maturing
October 15, 2013

2,070,892

ON Semiconductor

Baa3

1,980,000

Term Loan, 4.446%, maturing
September 03, 2013

1,885,950

15,203,942

Finance: 0.7%

LPL Holdings, Inc.

7,431,203

Term Loan, 4.696%, maturing
June 28, 2013

6,985,331

6,985,331

Foreign Cable, Foreign TV, Radio and Equipment: 6.7%

Casema Bidco/Serpering Investments, B.V.

EUR

113,008

Term Loan, 6.874%, maturing
November 14, 2014

170,046

EUR

58,702

Term Loan, 6.874%, maturing
November 14, 2014

88,330

EUR

120,197

Term Loan, 6.874%, maturing
November 14, 2014

180,863

EUR

171,427

Term Loan, 7.374%, maturing
November 14, 2015

258,079

EUR

119,999

Term Loan, 7.374%, maturing
November 14, 2015

180,655

Com Hem

SEK

8,666,667

Term Loan, 7.195%, maturing
January 31, 2014

1,312,869

SEK

8,000,000

Term Loan, 7.320%, maturing
January 31, 2015

1,211,879

Levana Holding 4 GmbH

EUR

1,081,359

Term Loan, 6.770%, maturing
March 02, 2015

1,181,194

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

EUR

1,081,359

Term Loan, 7.284%, maturing
March 02, 2016

1,181,194

Numericable/YPSO France SAS

EUR

1,249,580

Term Loan, 6.873%, maturing July 28, 2016

1,680,212

EUR

1,984,549

Term Loan, 6.873%, maturing July 28, 2016

2,668,467

EUR

765,871

Term Loan, 6.873%, maturing July 28, 2016

1,029,806

EUR

694,875

Term Loan, 7.123%, maturing July 28, 2016

936,821

EUR

1,305,125

Term Loan, 7.123%, maturing July 28, 2016

1,759,552

ProSiebenSat.1 Media AG

EUR

64,583

Term Loan, 6.605%, maturing July 02, 2014

83,738

EUR

1,190,021

Term Loan, 6.605%, maturing July 02, 2014

1,542,971

SEK

2,269,914

Term Loan, 6.742%, maturing July 02, 2014

315,384

EUR

122,161

Term Loan, 6.730%, maturing May 09, 2015

158,413

EUR

2,715,121

Term Loan, 6.730%, maturing May 09, 2015

3,520,852

TDF, S.A.

EUR

1,000,000

Term Loan, 6.386%, maturing
January 31, 2015

1,359,067

EUR

1,000,000

Term Loan, 6.645%, maturing
January 31, 2016

1,359,067

UPC Financing Partnership

Ba3

B+

5,000,000

Term Loan, 4.553%, maturing
December 31, 2014

4,707,815

EUR

1,741,434

Term Loan, 6.391%, maturing
December 31, 2014

2,473,913

EUR

12,401,899

Term Loan, 6.391%, maturing
December 31, 2014

17,618,368

Virgin Media Investment Holdings Ltd.

Ba2

GBP

3,954,322

Term Loan, 7.657%, maturing
September 03, 2012

7,289,537

GBP

3,383,112

Term Loan, 7.657%, maturing
September 03, 2012

6,236,549

GBP

423,993

Term Loan, 7.680%, maturing
September 03, 2012

781,604

GBP

833,853

Term Loan, 7.680%, maturing
September 03, 2012

1,537,154

62,824,399

Gaming: 4.9%

Cannery Casino Resorts, LLC

590,551

Term Loan, 3.475%, maturing May 18, 2013

570,620

1,641,142

Term Loan, 4.945%, maturing May 18, 2013

1,585,753

CCM Merger, Inc.

BB-

3,375,375

Term Loan, 4.691%, maturing July 13, 2012

3,185,510

Centaur, LLC

BB-

1,649,123

Term Loan, 6.696%, maturing
October 30, 2012

1,426,491

Fontainebleau Las Vegas, LLC

B+

1,933,333

Term Loan, 6.258%, maturing June 06, 2014

1,645,750

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Gaming: (continued)

Golden Nugget, Inc.

BB-

954,545

Term Loan, 4.427%, maturing June 30, 2014

874,602

Green Valley Ranch Gaming, LLC

BB-

1,430,455

Term Loan, 4.654%, maturing
February 16, 2014

1,207,543

Green Valley Ranch Gaming, LLC

Caa1

CCC+

750,000

Term Loan, 5.894%, maturing
August 16, 2014

499,687

Greenwood Racing, Inc.

BB-

1,481,250

Term Loan, 4.640%, maturing
November 28, 2011

1,384,969

Harrahs Operating Company, Inc.

Ba2

2,000,000

Term Loan, 5.920%, maturing
January 28, 2015

1,872,812

1,500,000

Term Loan, 5.920%, maturing
January 28, 2015

1,403,062

Isle Of Capri Casinos, Inc.

Ba3

1,321,310

Term Loan, 4.446%, maturing July 26, 2014

1,195,786

1,752,916

Term Loan, 4.446%, maturing July 26, 2014

1,586,389

4,382,290

Term Loan, 4.446%, maturing July 26, 2014

3,965,972

Las Vegas Sands, LLC

Ba3

1,600,000

Term Loan, 4.170%, maturing May 23, 2014

1,476,110

6,352,000

Term Loan, 4.450%, maturing May 23, 2014

5,860,158

New World Gaming Partners Ltd.

Ba3

BB-

708,333

Term Loan, 5.188%, maturing
September 30, 2014

614,479

3,532,813

Term Loan, 5.188%, maturing
September 30, 2014

3,064,715

Penn National Gaming, Inc.

Ba2

BBB-

1,496,164

Term Loan, 4.579%, maturing
October 03, 2012

1,461,046

Riviera Holdings Corporation

BB-

500,000

Term Loan, 4.390%, maturing June 08, 2014

446,250

Seminole Tribe Of Florida

Baa3

BBB

16,747

Term Loan, 4.625%, maturing
March 05, 2014

16,371

)

Tropicana Entertainment — Landco

3,750,000

Term Loan, 6.946%, maturing July 03, 2008

3,597,656

VML US Finance, LLC

BB-

1,600,000

Term Loan, 4.95%, maturing May 25, 2012

1,549,626

3,200,000

Term Loan, 4.950%, maturing May 25, 2013

3,099,251

2,000,000

Term Loan, 4.950%, maturing May 26, 2013

1,937,032

45,527,640

Grocery: 0.1%

Roundys Supermarkets, Inc.

Ba3

B+

1,129,112

Term Loan, 5.280%, maturing
November 03, 2011

1,083,947

1,083,947

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: 18.6%

Accellent, Inc.

B+

1,955,000

Term Loan, 5.138%, maturing
November 22, 2012

1,710,625

AGA Medical Corporation

BB-

1,632,209

Term Loan, 4.725%, maturing April 28, 2013

1,468,988

Catalent Pharma Solutions

Ba3

BB-

6,528,444

Term Loan, 4.946%, maturing April 10, 2014

5,838,877

CHG Medical Staffing, Inc.

Ba3

B+

400,000

Term Loan, 2.560%, maturing
January 08, 2013

372,000

1,584,000

Term Loan, 5.151%, maturing
January 08, 2013

1,473,120

CHS/Community Health Systems, Inc.

Ba3

48,909,672

Term Loan, 4.835%, maturing July 25, 2014

46,271,387

Concentra Operating Corporation

B+

1,985,000

Term Loan, 4.946%, maturing June 25, 2014

1,816,275

CRC Health Corporation

Ba3

BB-

1,449,636

Term Loan, 4.921%, maturing
February 06, 2013

1,362,657

1,470,113

Term Loan, 4.921%, maturing
February 06, 2013

1,381,906

Davita, Inc.

Ba1

BB+

1,999,946

Term Loan, 4.032%, maturing
October 05, 2012

1,921,698

Education Management Corporation

B+

8,213,877

Term Loan, 4.500%, maturing June 01, 2013

7,590,140

Emdeon Business Services, LLC

BB-

2,367,848

Term Loan, 4.700%, maturing
November 16, 2013

2,240,576

EMSC, L.P.

Ba1

3,194,155

Term Loan, 4.993%, maturing
February 10, 2012

3,076,370

Gambro

646,459

Term Loan, 5.219%, maturing June 05, 2014

586,123

SEK

2,146,343

Term Loan, 7.458%, maturing June 05, 2014

324,393

SEK

2,111,070

Term Loan, 7.458%, maturing June 05, 2014

319,062

646,459

Term Loan, 5.719%, maturing June 05, 2015

586,123

SEK

2,111,070

Term Loan, 7.958%, maturing June 05, 2015

319,062

SEK

2,146,343

Term Loan, 7.958%, maturing June 05, 2015

324,393

Gentiva Health Services, Inc.

Ba3

BB-

2,513,513

Term Loan, 4.475%, maturing
March 31, 2013

2,325,000

Golden Gate National Senior Care
Holdings, LLC

Ba3

BB-

1,086,857

Term Loan, 5.131%, maturing
March 14, 2011

1,021,646

Harlan Sprague Dawley, Inc.

BB-

2,501,875

Term Loan, 5.239%, maturing July 11, 2014

2,351,762

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

			*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		Harrington Holdings, Inc.	B1	BB-
$	2,442,000	Term Loan, 4.631%, maturing January 11, 2014			$	2,258,850
		HCA, Inc.	Ba3	BB
	33,153,103	Term Loan, 4.946%, maturing November 17, 2013				31,264,338
		Health Management Associates, Inc.	Ba3	BB-
	3,802,727	Term Loan, 4.446%, maturing February 28, 2014				3,544,686
		Iasis Healthcare, LLC	Ba2	B+
	2,971,102	Term Loan, 4.379%, maturing March 15, 2014				2,823,786
	1,025,437	Term Loan, 4.381%, maturing March 15, 2014				974,593
	273,450	Term Loan, 6.631%, maturing March 15, 2014				259,891
		IM US Holdings, LLC	B1	BB
	4,962,500	Term Loan, 4.671%, maturing June 26, 2014				4,652,344
		inVentiv Health, Inc.	Ba3	BB-
	935,786	Term Loan, 4.450%, maturing July 06, 2014				881,978
		Multiplan, Inc.	B1	B+
	1,287,529	Term Loan, 4.938%, maturing April 12, 2013				1,218,325
		National Mentor, Inc.	B1	B+
	117,736	Term Loan, 4.559%, maturing June 29, 2013				102,136
	1,984,787	Term Loan, 4.700%, maturing June 29, 2013				1,721,803
		Nycomed	NR	NR
EUR	535,383	Term Loan, 6.978%, maturing December 10, 2014				716,690
EUR	388,312	Term Loan, 6.978%, maturing December 10, 2014				519,814
EUR	54,917	Term Loan, 6.978%, maturing December 10, 2014				73,515
EUR	1,397,300	Term Loan, 6.978%, maturing December 10, 2014				1,870,494
EUR	86,211	Term Loan, 6.978%, maturing December 10, 2014				115,407
EUR	388,312	Term Loan, 7.728%, maturing December 10, 2014				519,814
EUR	535,383	Term Loan, 7.728%, maturing December 10, 2014				716,690
EUR	1,397,300	Term Loan, 7.728%, maturing December 10, 2014				1,870,494
EUR	86,211	Term Loan, 7.728%, maturing December 10, 2014				115,407
EUR	54,917	Term Loan, 7.728%, maturing December 10, 2014				73,515
		Orthofix International/Colgate Medical	B1	BB+
$	1,776,818	Term Loan, 4.640%, maturing September 22, 2013				1,643,557

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Quintiles Transnational Corporation

4,978,772

Term Loan, 4.700%, maturing
March 31, 2013

4,757,839

Renal Advantage, Inc.

B+

3,376,287

Term Loan, 5.264%, maturing
October 06, 2012

3,173,710

Rural/Metro Operating Company, LLC

Ba2

BB-

917,646

Term Loan, 6.270%, maturing
March 04, 2011

853,411

519,127

Term Loan, 5.690%, maturing
March 04, 2011

482,788

Sterigenics International, Inc.

BB-

1,949,310

Term Loan, 5.050%, maturing
November 21, 2013

1,783,619

Stiefel Laboratories, Inc.

BB-

1,538,709

Term Loan, 4.966%, maturing
December 28, 2013

1,496,394

1,176,916

Term Loan, 4.966%, maturing
December 28, 2013

1,144,551

Sun Healthcare Group, Inc.

Ba2

B+

217,241

Term Loan, 4.696%, maturing April 12, 2014

203,121

847,364

Term Loan, 4.789%, maturing April 12, 2014

792,286

136,941

Term Loan, 4.798%, maturing April 12, 2014

128,040

Surgical Care Affiliates, LLC

Ba3

2,977,500

Term Loan, 4.946%, maturing
December 29, 2014

2,597,869

Team Health, Inc.

BB-

2,037,149

Term Loan, 4.641%, maturing
November 23, 2012

1,869,084

United Surgical Partners International, Inc.

Ba3

250,000

Term Loan, 4.093%, maturing April 19, 2014

228,750

1,660,645

Term Loan, 5.490%, maturing April 19, 2014

1,519,490

Vanguard Health Holdings Company II, LLC

Ba3

B+

3,410,095

Term Loan, 5.134%, maturing
September 23, 2011

3,314,895

Viant Holdings, Inc.

Ba3

B+

744,375

Term Loan, 4.946%, maturing June 25, 2014

655,050

VWR International, Inc.

B+

3,500,000

Term Loan, 5.196%, maturing June 29, 2014

3,263,750

EUR

2,500,000

Term Loan, 7.231%, maturing June 29, 2014

3,650,797

174,535,754

Home & Office Furnishings: 1.6%

Global Garden Products Italy, S.P.A.

EUR

1,250,000

Term Loan, 7.148%, maturing
October 19, 2014

1,696,576

EUR

1,250,000

Term Loan, 7.648%, maturing
October 19, 2015

1,699,817

Hilding Anders

EUR

324,872

Term Loan, 6.968%, maturing April 25, 2015

443,463

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Home & Office Furnishings: (continued)

SEK

17,864,613

Term Loan, 7.113%, maturing April 25, 2015

2,434,480

National Bedding Company

2,188,547

Term Loan, 4.741%, maturing
February 28, 2013

1,769,075

Simmons Company

Ba2

BB-

6,942,562

Term Loan, 5.610%, maturing
December 19, 2011

6,230,950

Springs Window Fashions, LLC

B+

1,418,066

Term Loan, 5.500%, maturing
December 31, 2012

1,006,827

15,281,188

Insurance: 1.8%

AmWINS Group, Inc.

B-

1,985,000

Term Loan, 5.123%, maturing June 08, 2013

1,597,925

Applied Systems, Inc.

B-

1,907,273

Term Loan, 5.396%, maturing
September 26, 2013

1,773,764

Conseco, Inc.

Ba3

B+

6,161,913

Term Loan, 4.381%, maturing
October 10, 2013

5,279,989

Crawford & Company

BB-

2,853,036

Term Loan, 5.450%, maturing
October 30, 2013

2,667,588

Hub International, Ltd.

B+

283,255

Term Loan, 4.402%, maturing June 13, 2014

257,408

1,621,732

Term Loan, 5.196%, maturing June 13, 2014

1,473,749

Swett & Crawford

2,574,000

Term Loan, 4.966%, maturing April 03, 2014

1,981,980

USI Holdings Corporation

1,786,500

Term Loan, 5.450%, maturing May 05, 2014

1,656,979

16,689,382

Leisure, Amusement, Entertainment: 7.8%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

3,185,000

Term Loan, 5.933%, maturing June 08, 2012

2,993,900

Alpha D2, Ltd.

1,285,714

Term Loan, 7.093%, maturing
December 31, 2013

1,215,459

1,714,286

Term Loan, 7.093%, maturing
December 31, 2013

1,620,612

AMF Bowling Worldwide, Inc.

B+

3,101,563

Term Loan, 5.468%, maturing June 10, 2013

2,465,742

Cedar Fair, L.P.

Ba3

7,857,538

Term Loan, 4.381%, maturing
August 30, 2012

7,495,219

Cinemark USA, Inc.

Ba3

3,688,682

Term Loan, 4.480%, maturing
October 05, 2013

3,515,115

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

HIT Entertainment, Inc.

Ba3

B+

1,940,892

Term Loan, 4.790%, maturing
March 20, 2012

1,763,786

Kerasotes Showplace Theater, LLC

B-

150,000

Revolver, 1.178%, maturing
October 31, 2010

143,250

281,978

Term Loan, 4.688%, maturing
October 28, 2011

269,642

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

7,813,929

Term Loan, 5.946%, maturing April 08, 2012

6,345,152

33,241,693

Term Loan, 5.946%, maturing April 08, 2012

26,993,285

NEP II, Inc.

4,452,497

Term Loan, 4.946%, maturing
February 16, 2014

4,048,064

Warner Music Group

Ba3

14,886,097

Term Loan, 4.613%, maturing
February 28, 2011

14,030,146

72,899,372

Lodging: 1.7%

Audio Visual Services Corporation

Ba3

B+

995,000

Term Loan, 4.950%, maturing
February 28, 2014

855,700

Hotel Del Coronado

B+

16,400,000

Term Loan, 4.466%, maturing
January 15, 2009

15,328,014

16,183,714

Machinery: 0.8%

Enersys Capital, Inc.

Ba2

1,236,799

Term Loan, 4.437%, maturing
March 17, 2011

1,230,615

Kion Group

EUR

1,238,909

Term Loan, 6.775%, maturing
December 23, 2014

1,832,329

EUR

1,145,833

Term Loan, 7.275%, maturing
December 23, 2015

1,694,672

LN Acquisition Corporation

BB-

360,909

Term Loan, 5.399%, maturing July 11, 2014

342,864

135,341

Term Loan, 5.403%, maturing July 11, 2014

128,574

Maxim Crane Works, L.P.

BB-

2,481,250

Term Loan, 4.725%, maturing June 29, 2014

2,464,191

7,693,245

Mining, Steel, Iron & Nonprecious Metals: 1.0%

Continental Alloys & Services, Inc.

493,750

Term Loan, 3.288%, maturing June 15, 2012

464,125

Noranda Aluminum Acquisition Corporation

Ba2

BB-

688,538

Term Loan, 4.719%, maturing May 18, 2014

666,160

Novelis

Ba2

1,240,625

Term Loan, 4.700%, maturing July 06, 2014

1,194,722

2,729,375

Term Loan, 4.700%, maturing July 06, 2014

2,628,388

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

Oxbow Carbon and Minerals Holdings, LLC

BB-

259,782

Term Loan, 4.381%, maturing May 08, 2014

243,870

2,901,823

Term Loan, 4.440%, maturing May 08, 2014

2,724,086

Tube City IMS Corporation

Ba3

162,162

Term Loan, 4.946%, maturing
January 25, 2013

150,811

1,324,459

Term Loan, 7.196%, maturing
January 25, 2013

1,231,747

9,303,909

North American Cable: 15.7%

Atlantic Broadband

1,965,154

Term Loan, 4.950%, maturing
August 10, 2012

1,881,635

Bresnan Communications, LLC

BB-

2,750,000

Term Loan, 4.983%, maturing
September 29, 2013

2,633,986

2,246,939

Term Loan, 5.020%, maturing
September 29, 2013

2,152,147

Cequel Communications, LLC

BB-

38,621,921

Term Loan, 4.727%, maturing
November 05, 2013

36,077,702

Cequel Communications, LLC

Caa1

B-

525,000

Term Loan, 7.373%, maturing May 05, 2014

454,781

Charter Communications Operating, LLC

B+

55,213,672

Term Loan, 4.900%, maturing
March 06, 2014

49,240,546

CSC Holdings, Inc.

Ba1

BBB-

24,208,569

Term Loan, 4.340%, maturing
March 29, 2013

23,036,657

Insight Midwest Holdings, LLC

B+

11,002,500

Term Loan, 4.690%, maturing April 06, 2014

10,545,698

Knology, Inc.

1,985,000

Term Loan, 4.934%, maturing June 30, 2012

1,836,125

Mediacom Broadband, LLC

Ba3

BB-

10,753,875

Term Loan, 4.235%, maturing
January 31, 2015

9,907,007

Quebecor Media, Inc.

2,932,500

Term Loan, 4.713%, maturing
January 17, 2013

2,829,862

San Juan Cable, LLC

BB-

1,712,492

Term Loan, 5.020%, maturing
October 31, 2012

1,536,962

WideOpenWest Finance, LLC

B-

5,833,333

Term Loan, 5.264%, maturing June 28, 2014

5,075,000

147,208,108

Oil & Gas: 4.8%

Alon USA

1,729,620

Term Loan, 4.693%, maturing June 22, 2013

1,569,630

216,202

Term Loan, 4.899%, maturing June 22, 2013

196,204

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

Calumet Lubricants Company

BB-

131,779

Term Loan, 6.534%, maturing
January 03, 2015

117,613

1,012,160

Term Loan, 6.675%, maturing
January 03, 2015

903,353

Coffeyville Resources, LLC

BB-

1,067,105

Term Loan, 5.448%, maturing
December 28, 2010

1,038,648

1,268,528

Term Loan, 5.450%, maturing
December 28, 2013

1,234,700

CR Gas Storage

Ba3

BB-

79,940

Term Loan, 4.550%, maturing May 13, 2011

77,143

1,342,938

Term Loan, 4.534%, maturing May 12, 2013

1,295,935

225,766

Term Loan, 4.589%, maturing May 12, 2013

217,865

152,133

Term Loan, 4.600%, maturing May 12, 2013

146,809

Energy Transfer Company, L.P.

Ba2

6,000,000

Term Loan, 4.508%, maturing
February 08, 2012

5,851,074

Hercules Offshore, LLC

Ba3

2,481,250

Term Loan, 4.450%, maturing July 11, 2013

2,419,219

McJunkin Corporation

B+

2,670,852

Term Loan, 6.134%, maturing
January 31, 2013

2,640,805

MEG Energy

Ba3

2,796,500

Term Loan, 4.693%, maturing April 03, 2013

2,652,013

2,744,000

Term Loan, 4.700%, maturing April 03, 2013

2,599,940

Pine Prairie Energy Center

B+

495,000

Term Loan, 5.400%, maturing
December 31, 2013

477,675

Semcrude, L.P.

Ba2

3,201,514

Term Loan, 4.899%, maturing
March 01, 2011

3,145,488

SG Resources Mississippi, LLC

BB-

2,500,000

Term Loan, 4.599%, maturing April 02, 2014

2,387,500

Targa Resources, Inc.

Ba3

B+

2,888,314

Term Loan, 4.651%, maturing
October 31, 2012

2,833,436

1,039,832

Term Loan, 4.696%, maturing
October 31, 2012

1,020,075

Venoco, Inc.

Caa1

3,000,000

Term Loan, 6.688%, maturing
September 20, 2011

2,862,501

Western Refining, Inc.

BB-

10,322,000

Term Loan, 4.649%, maturing May 30, 2014

9,186,580

44,874,206

Other Broadcasting and Entertainment: 2.3%

Deluxe Entertainment Services Group, Inc.

2,397,437

Term Loan, 4.934%, maturing May 11, 2013

2,097,757

224,610

Term Loan, 4.946%, maturing May 11, 2013

196,534

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Broadcasting and Entertainment: (continued)

118,110

Term Loan, 4.946%, maturing May 11, 2013

103,346

VNU

Ba3

B+

20,781,904

Term Loan, 4.734%, maturing
August 09, 2013

19,575,806

21,973,443

Other Telecommunications: 3.6%

Asurion Corporation

B-

13,250,000

Term Loan, 5.784%, maturing July 03, 2014

12,357,692

BCM Ireland Holdings, Ltd.

Ba3

EUR

2,083,333

Term Loan, 6.606%, maturing
September 30, 2014

3,034,518

EUR

2,083,333

Term Loan, 6.856%, maturing
September 30, 2015

3,036,410

Cavalier Telephone

B-

2,444,211

Term Loan, 10.500%, maturing
December 31, 2012

2,025,640

Gabriel Communications

CCC+

496,250

Term Loan, 6.050%, maturing May 31, 2014

450,347

Hargray Communications Group, Inc.

454,647

Term Loan, 4.946%, maturing June 29, 2014

416,571

Hawaiian Telcom Communications, Inc.

Ba3

B-

2,818,023

Term Loan, 5.196%, maturing June 01, 2014

2,280,838

Kentucky Data Link, Inc.

3,956,268

Term Loan, 4.631%, maturing
February 26, 2014

3,699,111

One Communications

B-

2,843,571

Term Loan, 6.813%, maturing June 30, 2012

2,530,779

PAETEC Holding Corporation

B-

436,065

Term Loan, 4.881%, maturing
February 28, 2013

423,528

Time Warner Telecom Holdings, Inc.

Ba2

3,179,750

Term Loan, 4.390%, maturing
January 07, 2013

3,039,046

U.S. Telepacific Corporation

CCC+

985,004

Term Loan, 6.835%, maturing
August 04, 2011

935,754

34,230,234

Personal & Nondurable Consumer Products: 5.4%

Advantage Sales And Marketing

B-

3,021,790

Term Loan, 4.690%, maturing
March 29, 2013

2,850,554

Bushnell Performance Optics

Ba3

BB-

1,741,250

Term Loan, 6.446%, maturing
August 24, 2013

1,619,362

Fender Musical Instruments Corporation

B+

1,166,667

Term Loan, 6.970%, maturing June 09, 2014

1,055,833

2,315,833

Term Loan, 7.160%, maturing June 09, 2014

2,095,829

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Gibson Guitar Corporation

493,750

Term Loan, 5.196%, maturing
December 29, 2013

459,188

Huish Detergents, Inc.

B+

2,679,750

Term Loan, 4.450%, maturing April 26, 2014

2,392,392

Information Resources, Inc.

B+

435,159

Term Loan, 4.415%, maturing May 16, 2014

374,237

Jarden Corporation

Ba3

BB-

9,170,032

Term Loan, 4.446%, maturing
January 24, 2012

8,757,426

1,181,245

Term Loan, 4.446%, maturing
January 24, 2012

1,128,095

KIK Custom Products, Inc.

CCC+

72,805

Term Loan, 5.170%, maturing May 31, 2014

54,604

424,695

Term Loan, 5.170%, maturing May 31, 2014

318,521

Mega Bloks, Inc.

972,500

Term Loan, 8.250%, maturing July 26, 2012

865,525

Natural Products Group, LLC

B+

684,646

Term Loan, 4.992%, maturing
March 08, 2014

406,229

Norwood Promotional Products

26,595,363

Term Loan, 6.000%, maturing
August 17, 2011

24,467,734

Spectrum Brands, Inc.

B-

879,524

Term Loan, 6.670%, maturing
March 30, 2013

840,312

44,301

Term Loan, 6.828%, maturing
March 30, 2013

42,326

Totes Isotoner Corporation

411,458

Term Loan, 5.143%, maturing
January 31, 2013

339,453

Yankee Candle Company, Inc.

Ba3

BB-

2,693,077

Term Loan, 4.606%, maturing
February 06, 2014

2,469,937

50,537,557

Personal, Food & Miscellaneous: 2.5%

Acosta, Inc.

2,947,500

Term Loan, 4.640%, maturing July 28, 2013

2,801,967

Arbys Restaurant Group, Inc.

Ba3

5,239,389

Term Loan, 4.859%, maturing July 25, 2012

4,970,870

Culligan International Company

B-

990,000

Term Loan, 4.813%, maturing
November 24, 2012

707,850

Dennys, Inc.

Ba2

555,000

Term Loan, 4.700%, maturing
March 31, 2012

526,556

750,000

Term Loan, 4.715%, maturing
March 31, 2012

711,562

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal, Food & Miscellaneous: (continued)

MD Beauty, Inc.

BB-

2,327,481

Term Loan, 4.780%, maturing
February 18, 2012

2,298,388

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

3,191,953

Term Loan, 5.277%, maturing May 22, 2014

2,892,708

OSI Restaurant Partners, Inc.

BB-

372,420

Term Loan, 4.920%, maturing June 14, 2013

322,237

4,391,539

Term Loan, 5.000%, maturing June 14, 2014

3,799,779

QCE, LLC (Quiznos)

B+

2,030,500

Term Loan, 4.985%, maturing May 05, 2013

1,745,383

Reddy Ice Group, Inc.

Ba3

BB-

1,000,000

Term Loan, 4.460%, maturing
August 09, 2012

866,250

Sbarro, Inc.

Ba3

B+

495,000

Term Loan, 4.881%, maturing
January 31, 2014

415,800

Seminole Hard Rock Entertainment

750,000

Term Loan, 5.300%, maturing
March 15, 2014

633,750

U.S. Security Holdings, Inc.

B+

585,671

Term Loan, 5.179%, maturing May 08, 2013

562,244

23,255,344

Printing & Publishing: 10.4%

American Achievement Corporation

Ba3

BB-

488,273

Term Loan, 4.862%, maturing
March 25, 2011

482,169

Ascend Media Holdings, LLC

853,249

Term Loan, 4.625%, maturing
January 31, 2012

733,794

Black Press Ltd.

Ba3

BB-

1,200,082

Term Loan, 4.649%, maturing
August 02, 2013

1,096,575

728,621

Term Loan, 4.649%, maturing
August 02, 2013

665,778

Caribe Information Investments, Inc.

B+

1,704,032

Term Loan, 4.785%, maturing
March 31, 2013

1,533,629

Cengage Learning, Inc.

B+

17,163,750

Term Loan, 4.916%, maturing July 05, 2014

15,541,776

Cenveo Corporation

Ba2

BB+

61,448

Term Loan, 4.349%, maturing June 21, 2013

58,299

2,836,960

Term Loan, 4.349%, maturing June 21, 2013

2,691,566

Hanley Wood, LLC

2,715,688

Term Loan, 4.953%, maturing
March 08, 2014

2,104,658

Idearc, Inc.

Ba3

BBB-

25,107,312

Term Loan, 4.687%, maturing
November 17, 2014

20,952,051

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Intermedia Outdoor, Inc.

1,629,375

Term Loan, 5.696%, maturing
January 31, 2013

1,384,969

Mediannuaire Holding

EUR

600,000

Term Loan, 6.607%, maturing April 10, 2016

783,597

EUR

600,000

Term Loan, 7.107%, maturing April 10, 2016

783,597

Medimedia USA, Inc.

Ba3

BB-

1,231,250

Term Loan, 5.744%, maturing
October 05, 2013

1,141,984

Merrill Communications, LLC

BB-

2,894,162

Term Loan, 4.686%, maturing May 15, 2011

2,488,980

Nelson Canada

Ba3

BB-

3,980,000

Term Loan, 5.196%, maturing July 05, 2014

3,572,050

PagesJaunes Groupe, S.A.

EUR

800,000

Term Loan, 5.857%, maturing
October 24, 2013

1,138,938

PBL Media

AUD

24,331,191

Term Loan, 10.228%, maturing
February 05, 2013

20,041,582

Prism Business Media Holdings/
Penton Media, Inc.

BB-

1,683,000

Term Loan, 5.138%, maturing
February 01, 2013

1,371,645

R.H. Donnelley Corporation

Ba1

3,650,129

Term Loan, 4.571%, maturing June 30, 2011

3,575,823

Readers Digest

4,331,250

Term Loan, 4.947%, maturing
March 02, 2014

3,776,309

EUR

749,659

Term Loan, 6.374%, maturing
March 02, 2014

979,582

Source Media, Inc.

2,777,571

Term Loan, 4.950%, maturing
November 08, 2011

2,458,150

Thomas Nelson Publishers

2,292,500

Term Loan, 4.845%, maturing June 12, 2012

2,040,325

Tribune Company

496,250

Term Loan, 5.542%, maturing May 19, 2014

368,776

Valassis Communications, Inc.

Ba2

968,200

Term Loan, 4.450%, maturing
March 02, 2014

916,563

320,000

Term Loan, 4.580%, maturing
March 02, 2014

302,933

Yell Group, PLC

Ba3

BB-

2,000,000

Term Loan, 4.381%, maturing
February 10, 2013

1,820,000

EUR

2,000,000

Term Loan, 6.374%, maturing
February 27, 2013

2,816,341

97,622,439

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: 6.3%

Block Communications, Inc.

Ba1

BB+

977,500

Term Loan, 4.696%, maturing
December 22, 2012

933,513

Citadel Broadcasting Corporation

Ba3

BB-

9,600,000

Term Loan, 4.175%, maturing June 12, 2014

8,335,997

CMP KC, LLC

1,359,663

Term Loan, 6.660%, maturing May 03, 2011

815,798

CMP Susquehanna Corporation

B-

4,923,286

Term Loan, 4.483%, maturing May 05, 2013

4,129,406

Cumulus Media, Inc.

Ba3

2,816,326

Term Loan, 4.274%, maturing June 11, 2014

2,451,964

CW Media Holdings, Inc.

Ba1

B+

2,736,250

Term Loan, 5.946%, maturing
February 15, 2015

2,708,887

Emmis Communication

B+

1,202,188

Term Loan, 4.671%, maturing
November 01, 2013

1,056,724

Local TV Finance, LLC

Ba3

B+

2,878,250

Term Loan, 4.869%, maturing May 07, 2013

2,518,469

Nexstar Broadcasting Group

Ba2

BB-

2,371,585

Term Loan, 4.446%, maturing
October 01, 2012

2,217,432

2,245,141

Term Loan, 4.649%, maturing
October 01, 2012

2,099,207

Nextmedia Operating, Inc.

641,326

Term Loan, 6.529%, maturing
November 15, 2012

586,813

1,442,984

Term Loan, 6.451%, maturing
November 15, 2012

1,320,330

Paxson Communications

CCC+

4,500,000

Term Loan, 5.963%, maturing
January 15, 2012

3,645,000

Regent Communications

B+

1,434,783

Term Loan, 4.946%, maturing
November 21, 2013

1,284,130

Spanish Broadcasting Systems

B-

3,880,000

Term Loan, 4.450%, maturing June 11, 2012

3,162,200

Univision Communications, Inc.

Ba3

23,499,786

Term Loan, 5.118%, maturing
September 29, 2014

19,917,549

Univision Communications, Inc.

CCC

1,733,625

Term Loan, 4.881%, maturing
March 29, 2009

1,671,865

58,855,284

Retail Stores: 8.9%

Amscan Holdings, Inc.

1,485,000

Term Loan, 4.816%, maturing May 25, 2013

1,299,375

Burlington Coat Factory

B-

3,787,868

Term Loan, 4.900%, maturing May 28, 2013

3,222,055

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

CBR Fashion Holding

EUR

500,000

Term Loan, 6.507%, maturing July 20, 2015

667,449

EUR

460,000

Term Loan, 6.749%, maturing July 20, 2016

614,053

Claires Stores, Inc.

2,962,500

Term Loan, 5.413%, maturing May 29, 2014

2,372,314

Dollar General Corporation

B+

12,500,000

Term Loan, 5.649%, maturing July 06, 2014

11,590,275

Dollarama Group, L.P.

Ba1

BB-

3,387,125

Term Loan, 4.649%, maturing
November 18, 2011

3,251,640

General Nutrition Centers, Inc.

B-

3,564,000

Term Loan, 4.696%, maturing
September 16, 2013

3,290,759

Guitar Center, Inc.

B-

5,000,000

Term Loan, 5.900%, maturing
October 09, 2014

4,475,000

Harbor Freight Tools USA, Inc.

B+

6,548,082

Term Loan, 4.643%, maturing July 15, 2010

5,696,831

Mapco Express, Inc.

B+

2,056,754

Term Loan, 5.290%, maturing April 28, 2011

1,953,916

Mattress Firm

B+

495,009

Term Loan, 5.150%, maturing
January 18, 2014

358,882

Michaels Stores, Inc.

8,647,086

Term Loan, 5.042%, maturing
October 31, 2013

7,566,200

Nebraska Book Company, Inc.

Ba2

2,382,266

Term Loan, 5.130%, maturing
March 04, 2011

2,239,330

Neiman Marcus Group, Inc.

Ba3

BB+

8,299,578

Term Loan, 4.758%, maturing April 06, 2013

7,965,869

Oriental Trading Company, Inc.

B+

2,395,274

Term Loan, 4.802%, maturing July 31, 2013

1,964,125

Petco Animal Supplies, Inc.

BB-

5,060,937

Term Loan, 5.025%, maturing
October 26, 2013

4,706,672

Phones 4U Group, Ltd.

GBP

1,615,726

Term Loan, 8.136%, maturing
September 22, 2014

2,514,422

GBP

1,545,301

Term Loan, 8.886%, maturing
September 22, 2015

2,406,356

Rite Aid

Ba3

BB-

5,000,000

Term Loan, 4.227%, maturing June 04, 2014

4,727,500

Sally Holding, LLC

BB-

2,449,969

Term Loan, 5.060%, maturing
November 16, 2013

2,347,758

Sports Authority

B-

982,500

Term Loan, 4.950%, maturing May 03, 2013

816,703

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Toys "R" Us, Inc.

BB-

1,368,159

Term Loan, 6.969%, maturing July 19, 2012

1,337,946

Vivarte

EUR

2,500,000

Term Loan, 6.363%, maturing June 28, 2015

2,984,519

EUR

2,500,000

Term Loan, 6.863%, maturing June 28, 2016

2,985,666

83,355,615

Satellite: 0.4%

Intelsat Corporation

BB-

1,394,660

Term Loan, 5.184%, maturing
January 03, 2012

1,327,367

1,395,079

Term Loan, 5.184%, maturing
January 03, 2012

1,327,767

1,394,660

Term Loan, 5.184%, maturing
January 03, 2012

1,327,367

3,982,501

Telecommunications Equipment: 1.4%

CommScope, Inc.

Ba3

BB-

1,250,000

Term Loan, 5.192%, maturing
December 27, 2014

1,200,000

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,500,000

Term Loan, 7.951%, maturing
December 01, 2014

7,803,990

Sorenson Communications, Inc.

4,729,689

Term Loan, 5.196%, maturing April 27, 2014

4,546,413

13,550,403

Textiles & Leather: 0.7%

Polymer Group, Inc.

4,755,030

Term Loan, 4.921%, maturing
November 22, 2012

4,303,303

St. John Knits International, Inc.

660,186

Term Loan, 5.381%, maturing
March 21, 2012

617,274

Targus Group, Inc.

1,335,227

Term Loan, 7.063%, maturing
November 22, 2012

1,146,070

6,066,647

Utilities: 8.7%

Boston Generating, LLC

B+

256,593

Term Loan, 5.071%, maturing
December 20, 2013

240,602

7,052,868

Term Loan, 4.946%, maturing
December 20, 2013

6,613,326

1,916,404

Term Loan, 7.080%, maturing
December 20, 2013

1,796,972

Calpine Corporation

B+

1,071,000

Revolver, 3.462%, maturing March 29, 2014

937,125

8,512,744

Term Loan, 5.575%, maturing
March 29, 2014

8,257,362

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

			*Bank Loan* *Ratings†* *(Unaudited)*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Utilities: (continued)*
		Cellnet Technology, Inc.	Ba2	NR
$	1,296,370	Term Loan, 6.000%, maturing July 22, 2011			$	1,168,894
		Cellnet Technology, Inc.	B2	NR
	333,333	Term Loan, 5.000%, maturing October 22, 2011				292,778
		Coleto Creek WLE, L.P.	B1	BB-
	1,208,333	Revolver, 1.723%, maturing June 30, 2011				936,458
	764,331	Term Loan, 5.446%, maturing June 28, 2013				700,637
	5,187,424	Term Loan, 5.446%, maturing June 28, 2013				4,755,140
		FirstLight Power Resources, Inc.	B1	BB-
	1,834,852	Term Loan, 5.040%, maturing November 01, 2013				1,741,581
	792,683	Term Loan, 5.250%, maturing November 01, 2013				752,388
		FirstLight Power Resources, Inc.	B3	B-
	1,675,000	Term Loan, 7.125%, maturing May 01, 2014				1,482,375
		Infrastrux Group, Inc.	B2	B
	4,229,102	Term Loan, 6.881%, maturing November 03, 2012				3,890,774
		Longview Power, LLC	Ba3	BB
	266,667	Term Loan, 5.000%, maturing February 28, 2014				237,333
	933,333	Term Loan, 5.005%, maturing February 28, 2014				830,667
	800,000	Term Loan, 5.063%, maturing February 28, 2014				712,000
		MACH Gen, LLC	B2	B+
	453,125	Term Loan, 4.446%, maturing February 22, 2013				435,566
	4,318,957	Term Loan, 4.638%, maturing February 22, 2014				4,151,597
		NRG Energy, Inc.	Ba1	BB
	11,557,512	Term Loan, 4.196%, maturing February 01, 2013				11,133,501
	4,060,899	Term Loan, 4.196%, maturing February 01, 2013				3,911,917
		NSG Holdings, LLC	Ba2	BB
	183,673	Term Loan, 4.350%, maturing June 15, 2014				170,816
	1,386,610	Term Loan, 4.350%, maturing June 15, 2014				1,289,547
		Texas Competitive Electric Holdings Company, LLC	Ba3	B+
	5,970,000	Term Loan, 6.256%, maturing October 10, 2014				5,633,507
	2,989,987	Term Loan, 6.262%, maturing October 10, 2014				2,818,437
	2,500,000	Term Loan, 6.301%, maturing October 10, 2014				2,349,687

See Accompanying Notes to Financial Statements
51

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Bank Loan
Ratings†
(Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Utilities: (continued)

TPF Generation Holdings, LLC

Ba3

BB-

1,600,000

Term Loan, 4.696%, maturing
December 15, 2013

1,529,600

4,719,017

Term Loan, 4.696%, maturing
December 15, 2013

4,511,380

TPF Generation Holdings, LLC

B-

1,500,000

Term Loan, 6.946%, maturing
December 15, 2014

1,363,125

Viridian Group, PLC

EUR

1,072,386

Term Loan, 8.526%, maturing
December 19, 2012

1,489,567

GBP

1,080,000

Term Loan, 9.621%, maturing
December 19, 2012

1,906,379

Wolf Hollow I, L.P.

B+

450,000

Term Loan, 4.636%, maturing June 22, 2012

411,750

1,800,000

Term Loan, 4.631%, maturing June 22, 2012

1,647,000

2,105,593

Term Loan, 4.946%, maturing June 22, 2012

1,926,618

82,026,406

Total Senior Loans
(Cost $1,636,072,667 )

1,515,800,172

Other Corporate Debt: 0.7%

Automobile: 0.7%

Avis Budget Car Rental

Ba1

BB-

750,000

Floating Rate Note, 5.565%,
maturing May 15, 2014

643,125

Navistar International Corporation

BB-

4,950,000

Unsecured Term Loan, 6.234%,
maturing January 19, 2012

4,677,750

1,800,000

Unsecured Term Loan, 6.045%,
maturing January 19, 2012

1,701,000

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

7,021,875

Equities and Other Assets: 0.1%

Description

Market
Value USD

(1), (@), (R)

Allied Digital Technologies Corporation (Residual Interest
in Bankruptcy Estate)

—

(@), (R)

Block Vision Holdings Corporation (571 Common Shares)

—

(2), (@), (R)

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

—

(2), (@), (R)

Cedar Chemical (Liquidation Interest)

—

(@), (R)

Covenant Care, Inc.

—

See Accompanying Notes to Financial Statements
52

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Description

Market
Value USD

(@), (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)

Enterprise Profit Solutions (Liquidation Interest)

—

(@), (R)

EquityCo, LLC (Warrants for 28,752 Common Shares)

—

(4), (@), (R)

Euro United Corporation (Residual Interest in
Bankruptcy Estate)

—

(2), (@), (R)

Grand Union Company (Residual Interest in
Bankruptcy Estate)

—

(@), (R)

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

—

(@), (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)

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

(2), (@), (R)

Kevco Inc. (Residual Interest in Bankruptcy Estate)

(2), (@), (R)

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

—

(@), (R)

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

—

(@), (R)

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

—

(@), (R)

Norwood Promotional Products, Inc.
(Contingent Value Rights)

377,999

(@), (R)

Safelite Realty Corporation (57,804 Common Shares)

462,432

(1), (@), (R)

Transtar Metals (Residual Interest in Bankruptcy Estate)

—

(1), (@), (R)

TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)

—

(2), (@), (R)

US Office Products Company (Residual Interest in
Bankruptcy Estate)

—

Total for Equities and Other Assets
(Cost $5,533,513 )

840,481

Total Investments
(Cost $1,649,106,180 )**

162.1

1,523,662,528

Other Assets and Liabilities — Net

(62.1

)

(583,736,025

)

Net Assets

100.0

939,926,503

* 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.

See Accompanying Notes to Financial Statements
53

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

(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.

AUD Australian Dollar

GBP British Pound Stirling

EUR Euro

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,649,332,409.

Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	9,523,478
Gross Unrealized Depreciation		(135,193,359	)
Net Unrealized Depreciation	$	(125,669,881	)

At May 31, 2008 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Currency	Sell	In Settlement Date	Exchange For		Unrealized Value		Appreciation/ (Depreciation)
Australian Dollar AUD 10,910,000	Sell	07/15/08	$	9,996,091	$	10,370,445	$	(374,354	)
Australian Dollar AUD 6,546,000	Sell	08/15/08		6,008,770		6,195,998		(187,228	)
Australian Dollar AUD 4,364,000	Sell	09/15/08		4,131,225		4,114,045		17,180
Euro EUR 36,600,000	Sell	07/15/08		57,369,389		56,809,181		560,208
Euro EUR 21,960,000	Sell	08/15/08		34,027,896		34,032,005		(4,109	)
Euro EUR 14,640,000	Sell	09/15/08		22,638,692		22,652,532		(13,840	)
British Pound Sterling GBP 8,550,000	Sell	07/15/08		16,929,043		16,874,433		54,610
British Pound Sterling GBP 5,130,000	Sell	08/15/08		10,039,290		10,099,705		(60,415	)
British Pound Sterling GBP 3,420,000	Sell	09/15/08		6,710,827		6,717,007		(6,180	)
Swedish Kronor SEK 19,950,000	Sell	07/15/08		3,339,354		3,317,177		22,177
Swedish Kronor SEK 11,970,000	Sell	08/15/08		1,980,414		1,986,732		(6,318	)
Swedish Kronor SEK 7,980,000	Sell	09/15/08		1,323,054		1,322,171		883
			$	174,494,045	$	174,491,431	$	2,614

See Accompanying Notes to Financial Statements
54

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2008 (Unaudited) (continued)

Fair Value Measurements — Effective March 1, 2008, the Trust adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157 ("SFAS 157"), "Fair Value Measurements." This 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. The three levels of the fair value hierarchy are as follows:

• Level 1 — quoted prices in active markets for identical investments

• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Trust's own assumption in determining the fair value of investments)

The inputs or methodology used in valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of May 31, 2008 in valuing the Trust's investments at fair value:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	—	$	—
Level 2 — Other Significant Observable Inputs		1,496,097,983		2,614
Level 3 — Significant Unobservable Inputs		27,564,545		—
Total	$	1,523,662,528	$	2,614

* Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options , which are valued at the unrealized appreciation/depreciation of the instrument.

A roll forward of fair value measurements using significant unobservable inputs (Level 3) as of May 31, 2008, were as follows:

	Investments in Securities		Other Financial Instruments*
Balance at 02/29/08	$	18,607,111	$	—
Net purchases (sales)		5,615,412		—
Total realized and unrealized gain (loss)		2,535,842		—
Amortization of premium/discount		806,180
Transfers in and/or out of Level 3		—		—
Balance at 05/31/08	$	27,564,545	$	—

* Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options , which are valued at the unrealized appreciation/depreciation of the instrument.

See Accompanying Notes to Financial Statements
55

ING Prime Rate Trust

ADDITIONAL INFORMATION

SHAREHOLDER INVESTMENT PROGRAM

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

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

For optional cash investments, shares will be purchased on the open market by DST when the market price plus estimated fees is less than the NAV on the valuation date. New shares will be issued by the Trust for optional cash investments when the market price plus estimated fees is equal to or exceeds the net asset value on the valuation date. Such shares will be issued at a discount to market, determined by the Trust, between 0% and 5%.

There is no charge to participate in the Program. Participants may elect to discontinue participation in the Program at any time. Participants will share, on a pro rata basis, in the fees or expenses of any shares acquired in the open market.

Participation in the Program is not automatic. If you would like to receive more information about the Program or if you desire to participate, please contact your broker or the Trust's Shareholder Services Department at 1-(800) 992-0180.

KEY FINANCIAL DATES — CALENDAR 2008 DIVIDENDS:

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

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

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

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

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

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

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

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

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

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

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

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

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

ING Prime Rate Trust

ADDITIONAL INFORMATION (continued)

STOCK DATA

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

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of May 31, 2008 was 4,797 which does not include approximately 45,925 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 August 2, 2007 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 (0508-072808)