Funds

Semi-Annual Report

August 31, 2007

ING Prime Rate Trust

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

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ING Prime Rate Trust

SEMI-ANNUAL REPORT

August 31, 2007

Table of Contents

Portfolio Managers' Report					2
Statement of Assets and Liabilities					7
Statement of Operations					8
Statements of Changes in Net Assets					9
Statement of Cash Flows					10
Financial Highlights					11
Notes to Financial Statements					12
Portfolio of Investments					23
Shareholder Meeting Information					59
Additional Information					60

 

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

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

PORTFOLIO CHARACTERISTICS AS OF AUGUST 31, 2007
Net Assets				$	1,025,600,475
Total Assets				$	2,022,523,130
Assets Invested in Senior Loans				$	1,970,007,919
Senior Loans Represented					653
Average Amount Outstanding per Loan				$	3,016,857
Industries Represented					38
Average Loan Amount per Industry				$	51,842,314
Portfolio Turnover Rate (YTD)					41	%
Weighted Average Days to Interest Rate Reset					41
Average Loan Final Maturity					66 months
Total Leverage as a Percentage of Total Assets (including Preferred Shares)					46.67	%

 

PERFORMANCE SUMMARY

The Trust declared $0.14 of dividends during the second fiscal quarter and $0.28 during the six months ended August 31, 2007. Based on the average month-end net asset value ("NAV") per share of $7.28 for the quarter and $7.47 for the six month period, this resulted in an annualized distribution rate of 7.77%^₍₁₎ for the quarter and 7.57%^₍₁₎ for the six month period. The Trust's total net return for the second fiscal quarter, based on NAV, was (5.98)% versus a total gross return on the S&P/LSTA Leveraged Loan Index ("LLI")^₍₂₎ of (2.91)% for the same quarter. For the six months, the Trust's total return, based on NAV, was (3.98)%, versus (1.35)% gross return for the LLI. For the year, the Trust's total net return, based on NAV was 1.70% versus 2.66% gross return for the LLI. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the second fiscal quarter was (12.91)% and (7.33)% for the six months ended August 31, 2007.

MARKET ANALYSIS/UPDATE

The global senior loan market experienced the most severe technical correction on record during the Trust's second fiscal quarter, driven by a rapid reduction in liquidity as credit market investors grappled with uncertainty created by the sub-prime mortgage implosion. We should emphasize that the Trust does not own, nor has it ever invested any material amount in, residential or commercial mortgage-backed or asset-backed securities. The investment strategy employed by ING

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

^₍₂₎  The LLI is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the Loan Syndications and Trading Association ("LSTA") conceived the LLI to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.

2

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

Prime Rate Trust continues to concentrate on investing in traditional secured floating rate senior loans to corporate issuers.

Importantly, the overall tone and performance of the senior loan market improved late in the quarter, enough to push the year-to-date total return of the S&P/LSTA Leveraged Loan Index into positive territory. There were many factors at play in the improved sentiment, including a sense that the overhang of underwritten and unsold loans currently held by banks will ultimately be absorbed by the market, and a better tone in the high yield bond and equity markets due, in part, to the widely held assumption that the Federal Reserve Board ("Fed") would stand by to ensure the liquidity of U.S. capital markets. (The Fed did, indeed, take decisive action by lowering the target Fed Funds rate by 50 basis points to 4.75% on September 18th.) Although loan prices were highly volatile due to these unprecedented technical developments, the fundamental credit condition of the loan market (as measured by trailing default rates) remained solid. While up fractionally over the quarter, the S&P trailing 12-month default rate (by issuer) closed August at 0.42%, well below the historical average.

While uncertainty still looms over virtually all capital markets, confidence has been bolstered by the Fed's resolve and, simply, the reduced frequency of negative headline news. Looking forward, the near-term direction of the loan market will be dictated by a few key developments, in particular, the direction of the credit markets overall (certainly, to be influenced by decisions on the part of the Fed) and, specific to the senior loan market, the continued ability of banks to manage the supply of new loans coming to market. Thus far, that process, which is critically important to maintaining a reasonably healthy supply/demand balance, has been amazingly well controlled. Longer term, the general health of the major global economies, and the associated impact on non-investment grade issuers, will play a central role in loan market performance.

TOP TEN INDUSTRY SECTORS AS OF AUGUST 31, 2007 AS A PERCENTAGE OF:
				TOTAL ASSETS				NET ASSETS
Healthcare, Education and Childcare					10.8	%			21.3	%
North American Cable					9.6	%			18.9	%
Printing & Publishing					6.4	%			12.7	%
Chemicals, Plastics & Rubber					5.3	%			10.6	%
Retail Stores					5.1	%			10.1	%
Oil & Gas					4.6	%			9.1	%
Utilities					4.4	%			8.7	%
Data and Internet Services					4.4	%			8.6	%
Leisure, Amusement, Entertainment					4.3	%			8.5	%
Foreign Cable, Foreign TV, Radio
and Equipment					3.1	%			6.2	%

 

TOP TEN SENIOR LOAN ISSUERS AS OF AUGUST 31, 2007 AS A PERCENTAGE OF:
				TOTAL ASSETS				NET ASSETS
Charter Communications Operating, LLC					2.8	%			5.4	%
CHS/Community Health Partners, Inc.					2.2	%			4.4	%
Metro-Goldwyn-Mayer, Inc.					1.9	%			3.8	%
Georgia Pacific Corporation					1.7	%			3.3	%
Cequel Communications, LLC					1.6	%			3.2	%
CSC Holdings, Inc.					1.5	%			2.9	%
HCA, Inc.					1.4	%			2.7	%
Sungard Data Systems, Inc.					1.4	%			2.7	%
Idearc, Inc.					1.2	%			2.4	%
Univision Communications, Inc.					1.1	%			2.3	%

 

^₍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.

3

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

Our investment process remains squarely focused on seeking to provide attractive risk adjusted returns over a full credit cycle through systematic, thorough credit underwriting, a high level of issuer and industry diversification, and rigorous ongoing monitoring. At the portfolio level, we continue to closely scrutinize both the underlying performance of our portfolio companies and the relevant economic data for signs of any meaningful shift in the strength of the global economy. At this point, although headwinds are present, we remain confident that growth will remain sufficient to allow leveraged issuers, generally, to remain fundamentally sound from a credit perspective. Should that prove the case, we believe the demand for loans will remain strong as new and existing investors recognize the value proposition of loans at current trading levels.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares. As of August 31, 2007, the Trust had $450 million of "Aaa/AAA⁽³⁾" rated cumulative auction rate preferred shares outstanding, and $494 million of borrowings outstanding under $625 million in available credit facilities. Total leverage, as a percentage of total assets (including preferred shares), was 46.67% at period end. The use of leverage for investment purposes increases both investment opportunity and investment risk.

				`
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
October 1, 2007

4

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

				Average Annual Total Returns for the Years Ended August 31, 2007
				1 Year				3 Years				5 Years				10 Years
Based on Net Asset Value (NAV)					1.70	%			5.73	%			7.69	%			5.04	%
Based on Market Value					0.14	%			0.55	%			9.27	%			3.55	%
S&P/LSTA Leveraged Loan Index					2.66	%			4.60	%			5.70	%			4.89	%
Credit-Suisse Leveraged Loan Index					2.99	%			5.09	%			6.41	%			5.04	%

 

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.

5

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTIONS 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)
August 31, 2007					8.25	%			10.92	%			10.18	%			7.53	%			8.44	%
May 31, 2007					8.25	%			9.89	%			9.81	%			7.38	%			7.52	%
February 28, 2007					8.25	%			9.69	%			10.02	%			7.50	%			7.68	%
November 30, 2006					8.25	%			9.76	%			10.25	%			7.55	%			7.95	%

 

^_(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.

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ING Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of August 31, 2007 (Unaudited)

ASSETS:
Investments in securities at value (Cost $2,049,995,613)				$	1,976,590,964
Foreign currencies at value (Cost $5,385,133)					5,449,581
Receivables:
Investment securities sold					18,216,647
Interest					21,365,210
Other					43,726
Unrealized appreciation on foreign currency contracts					799,905
Prepaid expenses					41,396
Prepaid arrangement fees on notes payable					15,701
Total assets					2,022,523,130
LIABILITIES:
Notes payable					494,000,000
Payable for investment purchased					45,782,746
Accrued interest payable					2,520,728
Deferred arrangement fees on senior loans					348,171
Dividends payable — preferred shares					226,220
Payable to affilates					1,742,833
Payable to custodian					190,212
Payable to custodian due to bank overdraft					1,300,253
Accrued trustees fees					33,193
Unrealized depreciation on foreign currency contracts					495,872
Other accrued expenses					282,427
Total liabilities					546,922,655
Preferred shares, $25,000 stated value per share at liquidation value (18,000 shares outstanding)					450,000,000
NET ASSETS				$	1,025,600,475
Net assets value per common share outstanding (net assets less preferred shares at liquidation value, divided by 145,094,493 shares of beneficial  interest authorized and outstanding, no par value)				$	7.07
NET ASSETS WERE COMPRISED OF:
Paid-in capital				$	1,331,881,580
Undistributed net investment income					7,889,852
Accumulated net realized loss on investments					(241,189,841	)
Net unrealized depreciation on investments and foreign currency related transactions					(72,981,116	)
NET ASSETS				$	1,025,600,475

 

See Accompanying Notes to Financial Statements
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ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Six Months Ended August 31, 2007 (Unaudited)

INVESTMENT INCOME:
Interest				$	76,711,952
Arrangement fees earned					330,852
Other					1,686,692
Total investment income					78,729,496
EXPENSES:
Investment management fees					7,637,771
Administration fees					2,386,803
Transfer agent fees					58,328
Interest expense					10,730,461
Shareholder reporting expense					55,200
Custody and accounting expense					415,497
Professional fees					94,400
Preferred shares — dividend disbursing agent fees					605,453
Pricing expense					41,227
ICI fees					1,472
Postage expense					104,880
Trustees fees					36,984
Miscellaneous expense					126,208
Total expenses					22,294,684
Net investment income					56,434,812
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments					21,633,464
Foreign currency related transactions					(3,271,655	)
Net realized gain on investments and foreign currency related transactions					18,361,809
Net change in unrealized appreciation or depreciation on :
Investments					(107,428,399	)
Foreign currency related transactions					894,431
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions					(106,533,968	)
Net realized and unrealized loss on investments and foreign currency related transactions					(88,172,159	)
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income					(11,836,409	)
Net decrease in net assets resulting from operations				$	(43,573,756	)

 

See Accompanying Notes to Financial Statements
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ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

				Six Months Ended August 31, 2007				Year Ended February 28, 2007
FROM OPERATIONS:
Net investment income				$	56,434,812			$	103,083,218
Net realized gain on investments and foreign currency related transactions					18,361,809				14,599,027
Net change in unrealized appreciation or depreciation on investments and foreign currency   related transactions					(106,533,968	)			(6,442,840	)
Distributions to preferred shareholders from net investment income					(11,836,409	)			(22,313,381	)
Net increase (decrease) in net assets resulting from operations					(43,573,756	)			88,926,024
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income					(40,832,645	)			(80,058,346	)
Decrease in net assets from distributions to common shareholders					(40,832,645	)			(80,058,346	)
CAPITAL SHARE TRANSACTIONS:
Dividends reinvested for common shares					467,924				—
Net increase from capital share transactions					467,924				—
Net increase (decrease) in net assets					(83,938,477	)			8,867,678
NET ASSETS:
Beginning of period					1,109,538,952				1,100,671,274
End of period (including undistributed net investment income of $7,889,852 and $4,124,094, respectively)				$	1,025,600,475			$	1,109,538,952

 

See Accompanying Notes to Financial Statements
9

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ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the Six Months Ended August 31, 2007 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received				$	62,924,271
Facility fees paid					41,227
Dividend paid to preferred shareholders					(11,846,600	)
Arrangement fees received					144,368
Other income received					1,742,659
Interest paid					(9,821,368	)
Other operating expenses paid					(11,687,886	)
Purchases of securities					(985,204,333	)
Proceeds from sale of securities					774,350,482
Net cash used in operating activities					(179,357,180	)
Cash Flows From Financing Activities:
Dividends paid to common shareholders					(40,364,721	)
Net issuance of notes payable					213,000,000
Increase in payable to custodian due to bank overdraft					1,300,253
Net cash flows provided by financing activities					173,935,532
Net decrease in cash					(5,421,648	)
Cash at beginning of period					5,421,648
Cash at end of period				$	—
Reconciliation of Net Decrease in Net Assets Resulting from Operations to Net Cash Used in Operating Activities:
Net decrease in net assets resulting from operations				$	(43,573,756	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:
Change in unrealized appreciation or depreciation on investments					107,428,399
Change in unrealized appreciation on foreign currencies					(62,467	)
Change in unrealized appreciation or depreciation on forward currency contracts					(778,328	)
Change in unrealized appreciation on other assets and liabilities					(53,636	)
Net accretion of discounts on investments					(4,822,343	)
Net amortization of premiums on investments					197,325
Realized gain on investments and foreign currency related transactions					(18,361,809	)
Purchases of securities					(985,204,333	)
Proceeds from sale of securities					774,350,482
Decrease in other assets					2,331
Increase in interest receivable					(9,162,663	)
Decrease in prepaid arrangement fees on notes payable					41,227
Increase in prepaid expenses					(338	)
Decrease in deferred arrangement fees on senior loans					(186,484	)
Increase in accrued interest payable					909,093
Decrease in dividends payable — preferred shares					(10,191	)
Increase in payable to affiliates					213,433
Increase in accrued trustees fees					2,206
Decrease in other accrued expenses					(285,328	)
Total adjustments					(135,783,424	)
Net cash used in operating activities				$	(179,357,180	)

 

See Accompanying Notes to Financial Statements
10

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ING PRIME RATE TRUST (UNAUDITED)  FINANCIAL HIGHLIGHTS

For a common share outstanding throughout the period

				Six Months Ended August 31,				Years Ended February 28 or February 29,
				2007				2007				2006				2005				2004				2003
Per Share Operating Performance
Net asset value, beginning of period				$	7.65				7.59				7.47				7.34				6.73				7.20
Income (loss) from investment operations:
Net investment income				$	0.39				0.71				0.57				0.45				0.46				0.50
Net realized and unrealized gain (loss) on investments				$	(0.61	)			0.06				0.12				0.16				0.61				(0.47	)
Total from investment operations				$	(0.22	)			0.77				0.69				0.61				1.07				0.03
Distributions to Common Shareholders from net investment income				$	(0.28	)			(0.55	)			(0.46	)			(0.43	)			(0.42	)			(0.45	)
Distribution to Preferred Shareholders				$	(0.08	)			(0.16	)			(0.11	)			(0.05	)			(0.04	)			(0.05	)
Net asset value, end of period				$	7.07				7.65				7.59				7.47				7.34				6.73
Closing market price at end of period				$	6.60				7.40				7.02				7.56				7.84				6.46
Total Investment Return(1)
Total investment return at closing market price(2)				%	(7.33	)			13.84				(0.82	)			2.04				28.77				2.53
Total investment return at net asset value(3)				%	(3.98	)			8.85				8.53				7.70				15.72				0.44
Ratios/Supplemental Data
Net assets end of period (000's)				$	1,025,600				1,109,539				1,100,671				1,082,748				1,010,325				922,383
Preferred Shares-Aggregate amount outstanding (000's)				$	450,000				450,000				450,000				450,000				450,000				450,000
Liquidation and market value per share of Preferred Shares				$	25,000				25,000				25,000				25,000				25,000				25,000
Borrowings at end of period (000's)				$	494,000				281,000				465,000				496,000				225,000				167,000
Asset coverage per $1,000 of debt(4)				$	2,086				2,517				2,203				2,140				2,500				2,500
Average borrowings (000's)				$	357,707				459,982				509,178				414,889				143,194				190,671
Ratios to average net assets including Preferred Shares(5)
Expenses (before interest and other fees related to revolving credit facility)(6)				%	1.49				1.57				1.64				1.60				1.45				1.49
Net expenses after expense reimbursement(6)				%	2.88				3.27				3.02				2.21				1.65				1.81
Gross expenses prior to expense reimbursement(6)				%	2.88				3.27				3.02				2.22				1.65				1.81
Net investment income(6)				%	7.28				6.68				5.44				4.21				4.57				4.97
Ratios to average net assets plus borrowings
Expenses (before interest and other fees related to revolving credit facility)(6)				%	1.59				1.56				1.58				1.63				1.84				1.82
Net expenses after expense reimbursement(6)				%	3.06				3.25				2.90				2.26				2.09				2.23
Gross expenses prior to expense reimbursement(6)				%	3.06				3.25				2.90				2.27				2.09				2.23
Net investment income(6)				%	7.74				6.63				5.24				4.32				5.82				6.10
Ratios to average net assets
Expenses (before interest and other fees related to revolving credit facility)(6)				%	2.11				2.21				2.33				2.29				2.11				2.19
Net expenses after expense reimbursement(6)				%	4.06				4.62				4.27				3.17				2.40				2.68
Gross expenses prior to expense reimbursement(6)				%	4.06				4.62				4.27				3.18				2.40				2.68
Net investment income(6)				%	10.28				9.42				7.71				6.04				6.68				7.33
Portfolio turnover rate				%	41				60				81				93				87				48
Common shares outstanding at end of period (000's)					145,094				145,033				145,033				145,033				137,638				136,973

 

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

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

^₍₃₎  Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends and capital gain distributions in accordance with the provisions of the dividend reinvestment plan.

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

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

^₍₅₎  Ratios do not reflect the effect of dividend payments to Preferred Shareholders; income ratios reflect income earned on assets attributable to the Preferred Shares; ratios do not reflect any add-back for the borrowings.

^₍₆₎  Annualized for periods less than one year.

See Accompanying Notes to Financial Statements
11

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ING Prime Rate Trust

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

NOTE 1 — ORGANIZATION

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

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

A.  Senior Loan and Other Security Valuation. Senior loans held by the Trust are normally valued at the average of the means of one or more bid and ask quotations obtained from an independent pricing service or other sources determined by the Trust's Board of Trustees ("Board") to be independent and believed to be reliable. Loans for which reliable market value quotations are not readily available may be valued with reference to another loan or a group of loans for which reliable quotations are readily available and whose characteristics are comparable to the loan being valued. Under this approach, the comparable loan or loans serve as a proxy for changes in value of the loan being valued.

The Trust has engaged an independent pricing service to provide market value quotations from dealers in loans and, when such quotations are not readily available, to calculate values under the proxy procedure described above. As of August 31, 2007, 99.2% 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,

12

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ING Prime Rate Trust

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

B.  Federal Income Taxes. It is the Trust's policy to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. No capital gain distributions will be made by the Trust until any capital loss carryforwards have been fully utilized or expire.

C.  Security Transactions and Revenue Recognition. Revolver and delayed draw loans are booked on a settlement date basis. Security transactions and senior loans are accounted for on trade date (date the order to buy or sell is executed). Realized gains or losses are reported on the basis of identified cost of securities sold. Dividend income is recognized on the ex-dividend date. Interest income is recorded on an accrual basis at the then-current interest rate of the loan. The accrual of interest on loans is partially or fully discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. If determined to be uncollectable, accrued interest is also written off. Cash collections on non-accrual senior loans are generally applied as a reduction to the recorded investment of the loan. Senior loans are generally returned to accrual status only after all past due amounts have been received and the borrower has demonstrated sustained performance. For all loans, except revolving credit facilities, fees received are treated as discounts and are accreted whereas premiums are amortized. Fees associated with revolving credit facilities are deferred and recognized over the shorter of four years or the actual term of the loan.

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

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

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

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

13

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ING Prime Rate Trust

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Trust's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and the U.S. government. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities.

E.  Forward Foreign Currency Contracts. The Trust may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a currency forward contract, the Trust agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Trust's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Open forward foreign currency contracts are presented following the respective Portfolio of Investments.

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

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

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

14

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ING Prime Rate Trust

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

I.  Share Offerings. The Trust issues shares under various shelf registration statements, whereby the net proceeds received by the Trust from share sales may not be less than the greater of (i) the NAV per share or (ii) 94% of the average daily market price over the relevant pricing period.

NOTE 3 — INVESTMENTS

For the six months ended August 31, 2007, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $993,726,187 and $789,299,130, respectively. At August 31, 2007, the Trust held senior loans valued at $1,970,007,919 representing 99.7% of its total investments. The market value of these assets is established as set forth in Note 2.

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

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

15

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ING Prime Rate Trust

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

NOTE 3 — INVESTMENTS (continued)

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

				Date of Acquisition				Cost or Assigned Basis
Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)				06/05/02				$	107,510
Block Vision Holdings Corporation (571 Common Shares)				09/17/02					—
Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)				12/26/00					9,893
Cedar Chemical (Liquidation Interest)				12/31/02					—
Covenant Care, Inc. (Warrants for 19,000 Common Shares, Expires January 13, 2005)				12/22/95					—
Covenant Care, Inc. (Warrants for 26,901 Common Shares, Expires March 31, 2013)				01/18/02					—
Decision One Corporation (1,752,103 Common Shares)				05/17/05					1,116,773
Electro Mechanical Solutions (Residual Interest in Bankruptcy Estate)				10/02/02					15
Enterprise Profit Solutions (Liquidation Interest)				10/21/02					—
EquityCo, LLC (Warrants for 28,752 Common Shares)				02/25/05					—
Euro United Corporation (Residual Interest in Bankruptcy Estate)				06/21/02					100
Grand Union Company (Residual Interest in Bankruptcy Estate)				07/01/02					2,576
Imperial Home Décor Group, Inc. (Liquidation Interest)				01/22/04					—
Insilco Technologies (Residual Interest in Bankruptcy Estate)				05/02/03					1
IT Group, Inc. (Residual Interest in Bankruptcy Estate)				09/12/03					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 Easten Fine (Residual Interest in Bankruptcy Estate)				06/08/04					—
IAP Acquisition Corporation (17,348 Common Shares)				08/29/03					—
IAP Acquisition Corporation (1,084 Common Shares)				08/29/03					428,603
IAP Acquisition Corporation (1,814 Common Shares)				08/29/03					—
IAP Acquisition Corporation (3,524 Common Shares)				08/29/03					3,524,300
New Piper Aircraft, Inc. (Residual Interest in Bankruptcy Estate)				07/02/03					—
Norwood Promotional Products, Inc. (104,148 Common Shares)				08/23/04					32,939
Safelite Realty Corporation (57,804 Common Shares)				10/12/00					—
Transtar Metals (Residual Interest in Bankruptcy Estate)				01/09/03					40,230
TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)				10/15/02					—
US Office Products Company (Residual Interest in Bankruptcy Estate)				02/11/04					—
Total Restricted Securities excluding senior loans (market value of $1,084,982 was 0.1% of net assets at August 31, 2007)								$	5,262,990

 

16

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ING Prime Rate Trust

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

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

The Trust has entered into an investment management agreement ("Investment Advisory Agreement") with the Investment Adviser, an Arizona limited liability company, to provide advisory and management services. The Investment Advisory Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 0.80% of the Trust's Managed Assets. For purposes of the Investment Advisory Agreement, "Managed Assets" shall mean the Trust's average daily gross asset value, minus the sum of the Trust's accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Trust and the liquidation preference of any outstanding preferred shares).

The Investment Adviser entered into a Sub-Advisory agreement with ING IM, a Connecticut corporation. Subject to such policies as the Board or the Investment Adviser may determine, ING IM manages the Trust's assets in accordance with the Trust's investment objectives, policies, and limitations.

The Trust has also entered into an administration agreement with ING Funds Services, LLC (the "Administrator") to provide administrative services and also to furnish facilities. The Administrator is compensated with a fee, computed daily and payable monthly, at an annual rate of 0.25% plus the proceeds of any outstanding borrowings of the Trust's Managed Assets.

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

NOTE 5 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At August 31, 2007, the Trust had the following amounts recorded in payables to affiliates on the accompanying Statement of Assets and Liabilities:

Accrued Investment Management Fees				Accrued Administrative Fees				Total
$	1,327,873			$	414,960			$	1,742,833

 

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 $535 million 364-day revolving securitization facility which matures June 12, 2008, collateralized by assets of the Trust. Borrowing rates under these agreements are based on a fixed spread over LIBOR, the federal funds rate, or a commercial paper-based rate. Prepaid arrangement fees for these facilities are amortized over the term of the agreements. The amount of borrowings outstanding at August 31, 2007, was $494 million. Weighted average interest rate on outstanding borrowings was 5.79%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 24.4% of total assets at August 31, 2007. Average borrowings for the six months ended August 31, 2007 were $357,706,522 and the average annualized interest rate was 5.97% excluding other fees related to the unused portion of the facilities, and other fees.

17

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ING Prime Rate Trust

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

NOTE 6 — COMMITMENTS (continued)

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

Advance Food Co.				$	206,349
American Cellular Corp.					1,500,000
Builders Firstsource, Inc.					2,100,000
Calpine Corp.					1,228,346
Cannery Casino Resorts					500,000
Coach America Holdings, Inc.					211,864
Coleto Creek Power					5,000,000
Community Health Systems, Inc.					3,093,581
EPD, Inc.					437,500
FCH KFT — Term Loan B					28,939
FCH KFT — Term Loan C					28,939
Fender Musical Instruments Corp.					1,166,667
Fleetcor Technologies Operating Co., LLC					116,667
Fontainebleau Resorts, LLC					966,667
Golden Nugget, Inc.					545,455
Hearthstone Housing Partners II, LLC					1,529,412
Hub International Holdings, Inc.					250,980
Iasis Healthcare Corp.					266,614
Inventiv Health, Inc.					57,143
Isle of Capri Casinos, Inc.					794,118
Kerasotes Theatres, Inc.					966,930
Las Vegas Sands, LLC				$	1,200,000
Levana Holding 4 GmbH — Term Loan B					146,170
Levana Holding 4 GmbH — Term Loan C					146,170
Longview Power, LLC					813,333
MEG Energy Corp.					2,800,000
Neoplan USA Corp.					382,500
NRG Energy, Inc.					4,963,920
PLY Gem Industries, Inc.					1,250,000
Seminole Tribe of Florida					116,599
Sturm Foods, Inc.					500,000
Sun Healthcare Group, Inc.					62,069
Trump Entertainment Resorts Holdings, L.P.					4,353
United Surgical Partners International, Inc.					117,742
Univision Communications					1,676,479
UPC Broadband Holding					1,741,434
Valassis Communications, Inc.					320,000
Wastequip, Inc.					151,828
				$	37,388,768

 

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of August 31, 2007, outstanding share offerings pursuant to shelf registrations were as follows:

Registration Date				Shares Registered				Shares Remaining
	9/15/98				25,000,000				12,374,909
	3/04/99				5,000,000				3,241,645

 

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

NOTE 8 — CUSTODIAL AGREEMENT

State Street Bank and Trust Company ("SSB") serves as the Trust's custodian and recordkeeper. Custody fees paid to SSB are reduced by earnings credits based on the cash balances held by SSB for the Trust. There were no earnings credits for the six month period ended August 31, 2007.

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it

18

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ING Prime Rate Trust

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

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS (continued)

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 August 31, 2007, the Trust held 0.3% of its total assets in subordinated loans and unsecured loans.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

				Prime Rate Trust
				Six Months Ended August 31, 2007				Year Ended February 28, 2007
Number of Shares
Dividends reinvested					61,258				—
Net increase in shares outstanding					61,258				—
Dollar Amount ($)
Dividends reinvested				$	467,924			$	—
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 distributions of paid-in capital.

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

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

Six Months Ended August 31, 2007				Year Ended February 28, 2007
Ordinary Income				Ordinary Income
$	52,669,054			$	102,371,727

 

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of February 28, 2007 were:

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

 

19

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of August 31, 2007 (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 have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the U.S. Securities and Exchange Commission (the "SEC") has indicated that they would not object if a fund implements FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For the February year-end closed-end funds, the August 31, 2007 NAV and this semi-annual report are required to reflect the effects of FIN 48. 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 Fund has analyzed the tax positions of the Fund. Upon adoption of FIN 48, we 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." The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of August 31, 2007, management of the Fund is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

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

As discussed in earlier supplements, 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

20

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ING Prime Rate Trust

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

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

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 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. In connection with one such investigation, affiliates of Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the

21

---

ING Prime Rate Trust

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

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

"NH Bureau") concerning their administration of the New Hampshire state employees deferred compensation plan.

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

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

Per Share Amount

Declaration Date

Record Date

Payable Date

$

0.0475

8/31/07

9/10/07

9/24/07

$

0.0470

9/28/07

10/10/07

10/22/07

 

Subsequent to August 31, 2007, the Trust paid to Preferred Shareholders the following dividends from net investment income:

Preferred Shares

Total Per Share Amount

Auction Dates

Record Dates

Payable Dates

Series M

$

165.77

09/10/07-10/15/07

09/17/07-10/22/07

09/18/07-10/23/07

Series T

$

192.99

09/04/07-10/16/07

09/11/07-10/23/07

09/12/07-10/24/07

Series W

$

191.09

09/05/07-10/17/07

09/12/07-10/24/07

09/13/07-10/25/07

Series Th

$

164.55

09/06/07-10/11/07

09/13/07-10/18/07

09/14/07-10/19/07

Series F

$

166.64

09/07/07-10/12/07

09/14/07-10/19/07

09/17/07-10/22/07

 

22

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of August 31, 2007 (Unaudited)

Senior Loans*: 192.1%

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 3.8%

Avio Group

NR

NR

EUR

708,333

Term Loan, 6.222%, maturing December 13, 2014

$

938,430

$

590,346

Term Loan, 7.814%, maturing December 13, 2014

565,994

EUR

708,333

Term Loan, 6.597%, maturing December 13, 2015

943,255

$

590,346

Term Loan, 8.125%, maturing December 13, 2015

568,946

Delta Air Lines, Inc.

Ba2

BB-

1,417,500

Term Loan, 7.360%, maturing April 30, 2012

1,353,713

Delta Air Lines, Inc.

B2

B

2,500,000

Second Lien Term Loan, 8.610%, maturing April 30, 2012

2,415,000

Dyncorp International, LLC

Ba2

BB-

2,174,750

Term Loan, 7.625%, maturing February 11, 2011

2,076,886

Forgings International, Ltd.

NR

NR

1,272,986

Term Loan, 7.610%, maturing August 11, 2014

1,210,928

GBP

223,269

Term Loan, 8.091%, maturing August 11, 2014

428,262

$

1,369,696

Term Loan, 7.860%, maturing August 11, 2015

1,309,772

GBP

241,073

Term Loan, 8.341%, maturing August 11, 2015

464,844

Hawker Beechcraft Acquisition Company, LLC

Ba3

BB-

$

700,479

Term Loan, 7.350%, maturing March 26, 2014

669,833

9,308,330

Term Loan, 7.371%, maturing March 26, 2014

8,901,090

Hexcel Corporation

Ba1

BB

806,698

Term Loan, 7.139%, maturing March 01, 2012

786,531

McKechnie Aerospace DE, Inc.

Ba3

B+

1,000,000

Term Loan, 7.360%, maturing May 11, 2014

950,000

Spirit Aerosystems, Inc.

Ba3

BB+

978,026

Term Loan, 7.110%, maturing September 30, 2013

968,246

Transdigm, Inc.

Ba3

B+

3,500,000

Term Loan, 7.360%, maturing June 23, 2013

3,377,500

United Airlines, Inc.

B1

BB-

2,487,500

Term Loan, 7.625%, maturing February 01, 2014

2,346,802

US Airways Group, Inc.

B2

B+

6,200,000

Term Loan, 7.860%, maturing March 24, 2014

5,866,105

Wesco Aircraft Hardware Corporation

B1

BB-

1,472,500

Term Loan, 7.610%, maturing September 29, 2013

1,428,325

 

See Accompanying Notes to Financial Statements
23

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: (continued)

Wyle Holdings, Inc.

NR

BB-

$

1,750,418

Term Loan, 8.110%, maturing January 28, 2011

$

1,671,649

39,242,111

Automobile: 3.4%

Dollar Thrifty Automotive Group, Inc.

B1

BB

750,000

Term Loan, 7.340%, maturing June 15, 2014

730,625

Federal-Mogul Corporation

NR

BBB+

1,500,000

Term Loan, 7.250%, maturing December 31, 2007

1,488,125

Ford Motor Company

Ba3

B+

1,237,500

Term Loan, 8.360%, maturing December 15, 2013

1,164,990

Hertz Corporation

Ba1

BB+

4,854,493

Term Loan, 7.097%, maturing December 21, 2012

4,723,597

1,027,778

Term Loan, 7.110%, maturing December 21, 2012

1,000,065

KAR Holdings, Inc.

Ba3

B

4,500,000

Term Loan, 7.610%, maturing October 20, 2013

4,238,438

Navistar International Corporation

NR

NR

1,800,000

Revolver, 8.584%, maturing January 19, 2012

1,734,750

Oshkosh Truck Corporation

Ba3

BBB-

17,910,000

Term Loan, 7.110%, maturing December 06, 2013

17,288,756

SAF-Holland Group GmbH

NR

NR

1,420,523

Term Loan, 7.715%, maturing November 30, 2014

1,385,010

1,346,400

Term Loan, 8.215%, maturing November 30, 2015

1,326,204

35,080,560

Beverage, Food & Tobacco: 4.3%

Advance Food Company

B1

BB-

582,927

Term Loan, 7.110%, maturing March 16, 2014

550,866

ARAMARK Corporation

Ba3

BB-

2,985,000

Term Loan, 7.360%, maturing January 26, 2014

2,885,749

1,628,936

Term Loan, 7.360%, maturing January 26, 2014

1,574,774

17,089,678

Term Loan, 7.360%, maturing January 26, 2014

16,521,446

B&G Foods, Inc.

Ba2

BB-

706,522

Term Loan, 7.510%, maturing February 23, 2013

695,924

Birds Eye Foods, Inc.

B1

B+

864,167

Term Loan, 7.110%, maturing March 22, 2013

844,723

 

See Accompanying Notes to Financial Statements
24

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

Bolthouse Farms, Inc.

B1

B+

$

1,965,025

Term Loan, 7.625%, maturing December 16, 2012

$

1,898,706

Bumble Bee Foods, LLC

B1

B+

1,200,000

Term Loan, 7.107%, maturing May 02, 2012

1,152,000

Golden State Foods

B1

B+

3,870,000

Term Loan, 7.108%, maturing February 28, 2011

3,811,950

Iglo Birds Eye

NR

NR

EUR

51,247

Term Loan, 6.605%, maturing October 27, 2014

68,198

EUR

380,330

Term Loan, 6.550%, maturing October 27, 2014

506,135

EUR

568,424

Term Loan, 6.550%, maturing October 27, 2014

756,447

EUR

51,247

Term Loan, 6.980%, maturing October 27, 2015

68,503

EUR

380,330

Term Loan, 6.925%, maturing October 27, 2015

506,135

EUR

568,424

Term Loan, 6.925%, maturing October 27, 2015

759,835

Pinnacle Foods Holding Corporation

B2

B

$

5,700,000

Term Loan, 8.110%, maturing April 02, 2014

5,462,498

Sturm Foods, Inc.

B1

B

2,992,500

Term Loan, 7.937%, maturing January 31, 2014

2,797,988

United Biscuits

NR

NR

GBP

1,476,692

Term Loan, 8.694%, maturing December 31, 2014

2,880,901

Van Houtte, Inc.

B1

BB-

$

660,000

Term Loan, 7.860%, maturing July 19, 2014

640,200

90,000

Term Loan, 7.860%, maturing January 19, 2015

88,200

44,471,178

Buildings & Real Estate: 3.6%

Armstrong World Industries, Inc.

Ba2

BBB-

862,750

Term Loan, 7.288%, maturing October 02, 2013

848,191

Capital Automotive, L.P.

Ba1

BB+

9,913,155

Term Loan, 7.070%, maturing December 16, 2010

9,672,761

Contech Construction Products, Inc.

Ba3

BB

1,724,722

Term Loan, 7.395%, maturing January 31, 2013

1,660,045

Custom Building Products, Inc.

B1

B+

4,901,962

Term Loan, 7.758%, maturing October 29, 2011

4,607,844

 

See Accompanying Notes to Financial Statements
25

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Buildings & Real Estate: (continued)

Frans Bonhomme

NR

NR

EUR

500,000

Term Loan, 6.625%, maturing January 31, 2015

$

647,528

EUR

500,000

Term Loan, 6.875%, maturing January 31, 2016

650,735

Headwaters, Inc.

Ba2

BB+

$

2,287,820

Term Loan, 7.360%, maturing April 30, 2011

2,242,063

Hearthstone Housing Partners II, LLC

NR

NR

3,823,529

Revolver, 5.434%, maturing December 01, 2007

3,727,941

John Maneely Company

B3

B+

4,467,495

Term Loan, 8.610%, maturing December 08, 2013

4,035,636

KCPC Acquisition, Inc.

Ba2

B

189,655

Term Loan, 7.625%, maturing May 22, 2014

179,224

810,345

Term Loan, 8.407%, maturing May 22, 2014

765,776

Lafarge Roofing

NR

NR

EUR

441,573

Term Loan, 6.425%, maturing March 31, 2015

573,817

EUR

180,337

Term Loan, 6.425%, maturing March 31, 2015

234,345

$

169,425

Term Loan, 7.500%, maturing March 31, 2015

161,589

EUR

409,551

Term Loan, 6.675%, maturing March 31, 2016

534,995

EUR

210,674

Term Loan, 6.675%, maturing March 31, 2016

275,203

$

171,654

Term Loan, 7.750%, maturing March 31, 2016

164,573

Maguire Properties, Inc.

Ba3

BB-

303,823

Term Loan, 7.565%, maturing April 24, 2012

300,784

Nortek, Inc.

Ba2

B+

3,490,054

Term Loan, 7.610%, maturing August 27, 2011

3,346,089

Ply Gem Industries, Inc.

B1

BB-

178,571

Revolver, 1.558%, maturing February 12, 2009

171,428

Shea Capital I, LLC

Ba3

BB-

992,500

Term Loan, 7.360%, maturing October 27, 2011

903,175

Tishman Speyer

Ba2

BB-

1,500,000

Term Loan, 7.080%, maturing December 27, 2012

1,455,000

37,158,742

Cargo Transport: 2.7%

Baker Tanks, Inc.

B1

B

1,995,000

Term Loan, 7.691%, maturing May 08, 2014

1,942,631

Dockwise Transport, N.V.

NR

NR

1,094,819

Term Loan, 7.735%, maturing April 20, 2015

1,061,291

875,000

Term Loan, 7.735%, maturing April 20, 2015

848,203

875,000

Term Loan, 8.235%, maturing April 20, 2016

852,578

1,094,819

Term Loan, 8.235%, maturing April 20, 2016

1,066,765

 

See Accompanying Notes to Financial Statements
26

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Cargo Transport: (continued)

Dockwise Transport, N.V.

NR

NR

$

500,000

Second Lien Term Loan, 9.860%, maturing October 20, 2016

$

493,750

560,000

Second Lien Term Loan, 9.860%, maturing October 20, 2016

553,000

Gainey Corporation

B2

BB

792,000

Term Loan, 8.097%, maturing April 20, 2012

696,960

Greatwide Logistics Services, Inc.

B1

B

2,985,000

Term Loan, 8.860%, maturing December 19, 2013

2,656,650

Helm Holding Corporation

B2

B+

973,805

Term Loan, 7.607%, maturing July 08, 2011

949,460

Inmar, Inc.

B1

B

573,563

Term Loan, 7.860%, maturing April 30, 2013

560,657

Kenan Advantage Group, Inc.

B3

B+

985,007

Term Loan, 8.360%, maturing December 16, 2011

955,457

(2

)

Neoplan USA Corporation

NR

NR

1,220,597

(3

)

Revolver, 6.678%, maturing June 30, 2006

1,220,597

5,306,058

(3

)

Term Loan, 11.008%, maturing June 30, 2006

4,457,089

Railamerica Transportation Corporation

NR

NR

4,200,000

Term Loan, 7.810%, maturing August 14, 2008

4,100,250

TNT Logistics

Ba2

BB-

723,070

Term Loan, 7.860%, maturing November 04, 2013

707,931

1,917,746

Term Loan, 8.565%, maturing November 04, 2013

1,898,568

US Shipping Partners, L.P.

B1

BB-

836,578

Term Loan, 8.845%, maturing March 31, 2012

819,846

1,980,000

Term Loan, 8.850%, maturing March 31, 2012

1,940,400

27,782,083

Cellular: 2.1%

Centennial Communications Corporation

Ba2

BB-

10,085,631

Term Loan, 7.373%, maturing February 09, 2011

9,848,618

Cricket Communications, Inc.

Ba2

B+

5,940,000

Term Loan, 7.360%, maturing June 16, 2013

5,792,985

NTELOS, Inc.

Ba3

BB-

4,344,410

Term Loan, 7.820%, maturing August 24, 2011

4,243,042

Telepak, Inc. / Cellular South

Ba3

B+

1,500,000

Term Loan, 7.113%, maturing May 29, 2014

1,460,625

21,345,270

Chemicals, Plastics & Rubber: 10.6%

AZ Chem US, Inc.

B1

BB-

EUR

759,590

Term Loan, 6.360%, maturing February 28, 2014

1,001,305

 

See Accompanying Notes to Financial Statements
27

---

ING Prime Rate Trust

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

												Bank Loan Ratings†								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Chemicals, Plastics & Rubber: (continued)
								AZ Chem US, Inc.				Caa1				CCC+
$	333,333							Second Lien Term Loan, 11.010%, maturing February 28, 2014												$	312,222
								Borsodchem Nyrt.				NR				NR
EUR	804,394							Term Loan, 6.495%, maturing April 15, 2015													1,054,888
EUR	804,394							Term Loan, 7.218%, maturing April 15, 2016													1,060,368
								Brenntag Holding GmbH & Co. KG				B1				B+
$	1,178,182							Term Loan, 7.387%, maturing January 17, 2014													1,137,682
	3,621,818							Term Loan, 7.387%, maturing January 17, 2014													3,497,318
								Celanese				Ba3				BB
	3,200,000							Term Loan, 5.320%, maturing April 02, 2014													3,099,002
	6,982,500							Term Loan, 7.110%, maturing April 02, 2014													6,762,118
								Cristal Inorganic Chemicals, Inc.				Ba3				B+
	2,900,000							Term Loan, 7.610%, maturing May 15, 2014													2,776,750
								Cristal Inorganic Chemicals, Inc.				B3				CCC+
	900,000							Second Lien Term Loan, 11.110%, maturing November 21, 2014													861,750
								Flint Group				NR				NR
	936,821							Term Loan, 7.824%, maturing December 31, 2012													895,601
	1,290,100							Term Loan, 8.324%, maturing December 31, 2013													1,234,868
EUR	666,667							Term Loan, 6.417%, maturing December 31, 2014													868,934
$	353,279							Term Loan, 7.824%, maturing December 31, 2014													337,735
	2,333,333							Term Loan, 7.620%, maturing November 09, 2014													2,230,667
								Hawkeye Renewables, LLC				B3				NR
	3,712,500							Term Loan, 9.370%, maturing June 30, 2012													3,308,766
								HC Starck				NR				NR
EUR	83,333							Term Loan, 6.675%, maturing March 15, 2015													109,426
$	323,225							Term Loan, 7.750%, maturing March 15, 2015													308,949
EUR	83,333							Term Loan, 7.050%, maturing March 15, 2016													109,993
$	323,225							Term Loan, 8.125%, maturing March 15, 2016													310,565
								Hexion Specialty Chemicals, Inc.				Ba3				B+
	1,176,000							Term Loan, 7.570%, maturing May 05, 2013													1,149,960
	1,000,000							Term Loan, 7.625%, maturing May 05, 2013													977,857
	2,481,250							Term Loan, 7.625%, maturing May 05, 2013													2,426,308
	1,711,834							Term Loan, 7.625%, maturing May 05, 2013													1,673,929
	7,886,682							Term Loan, 7.625%, maturing May 05, 2013													7,712,048
								Huntsman International, LLC				Ba1				BB+
	9,998,139							Term Loan, 7.250%, maturing August 16, 2012													9,829,420

 

See Accompanying Notes to Financial Statements
28

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Chemicals, Plastics & Rubber: (continued)

Ineos US Finance, LLC

Ba3

BB-

$

2,316,047

Term Loan, 7.580%, maturing December 16, 2012

$

2,256,409

2,970,000

Term Loan, 7.580%, maturing December 16, 2013

2,902,433

2,970,000

Term Loan, 8.080%, maturing December 23, 2014

2,902,433

Innophos, Inc.

Ba1

BB-

957,955

Term Loan, 7.820%, maturing August 13, 2010

938,795

ISP Chemco Inc.

Ba3

BB-

3,500,000

Term Loan, 7.267%, maturing June 04, 2014

3,374,585

JohnsonDiversey, Inc.

Ba2

BB-

506,123

Term Loan, 7.360%, maturing December 16, 2010

495,157

2,642,214

Term Loan, 7.360%, maturing December 16, 2011

2,584,965

Kraton Polymers, LLC

Ba3

B+

1,777,500

Term Loan, 7.375%, maturing May 12, 2013

1,696,032

Lucite International US Finco, Ltd.

Ba3

BB-

704,714

Term Loan, 7.610%, maturing July 07, 2013

689,739

1,038,168

Term Loan, 7.610%, maturing July 07, 2013

1,016,107

Lyondell Chemical Company

Ba2

BB+

3,465,000

Term Loan, 6.820%, maturing August 16, 2013

3,434,681

MacDermid, Inc.

B1

BB-

EUR

997,500

Term Loan, 6.414%, maturing April 12, 2014

1,338,707

$

1,296,750

Term Loan, 7.360%, maturing April 12, 2014

1,235,154

Nalco Company

Ba2

BB

12,293,484

Term Loan, 7.109%, maturing November 04, 2010

12,045,905

Northeast Biofuels, LLC

B1

B+

1,268,293

Term Loan, 8.610%, maturing June 30, 2013

1,223,902

Polypore, Inc.

Ba3

BB-

3,333,333

Term Loan, 7.920%, maturing July 03, 2014

3,175,000

Rockwood Specialties Group, Inc.

Ba2

BB

9,775,365

Term Loan, 7.108%, maturing December 13, 2013

9,506,542

Vertellus Specialties, Inc.

B3

B+

2,351,250

Term Loan, 8.610%, maturing March 31, 2013

2,280,713

108,145,688

Containers, Packaging & Glass: 5.5%

Berry Plastics Corporation

Ba3

BB-

9,991,250

Term Loan, 7.359%, maturing April 03, 2015

9,598,734

Graham Packaging Company

B1

B+

13,167,000

Term Loan, 7.625%, maturing October 07, 2011

12,865,252

 

See Accompanying Notes to Financial Statements
29

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: (continued)

Graphic Packaging International, Inc.

Ba2

BB-

$

9,154,000

Term Loan, 7.443%, maturing May 16, 2014

$

9,047,200

Klockner Pentaplast

NR

NR

EUR

1,500,000

Term Loan, 6.704%, maturing November 30, 2015

1,921,125

$

2,000,000

Term Loan, 7.830%, maturing November 30, 2015

1,985,000

Mauser AG

NR

NR

EUR

625,000

Term Loan, 6.790%, maturing June 13, 2013

808,984

EUR

625,000

Term Loan, 7.040%, maturing June 13, 2014

813,242

$

842,699

Term Loan, 7.884%, maturing June 13, 2015

800,564

842,699

Term Loan, 8.134%, maturing June 13, 2016

804,777

Owens-Illinois

Ba2

BB

EUR

2,199,375

Term Loan, 5.642%, maturing April 01, 2008

2,859,303

Pro Mach, Inc.

B1

B

$

2,468,750

Term Loan, 7.610%, maturing December 01, 2011

2,431,719

Smurfit-Stone Container Corporation

Ba2

BB-

3,201,438

Term Loan, 7.375%, maturing November 01, 2011

3,148,915

5,554,831

Term Loan, 7.375%, maturing November 01, 2011

5,463,698

Tegrant Holding Company

NR

NR

498,750

Term Loan, 8.110%, maturing March 08, 2014

473,813

500,000

Second Lien Term Loan, 10.860%, maturing March 08, 2015

475,000

Xerium Technologies, Inc.

B2

B+

3,268,318

Term Loan, 8.110%, maturing May 18, 2012

3,078,347

56,575,673

Data and Internet Services: 8.6%

Activant Solutions, Inc.

B1

B+

930,897

Term Loan, 7.375%, maturing May 02, 2013

872,716

Acxiom Corporation

Ba2

BB

1,818,333

Term Loan, 7.339%, maturing September 15, 2012

1,777,421

Amadeus IT Group, S.A.

NR

NR

EUR

768,581

Term Loan, 6.567%, maturing July 31, 2013

996,359

EUR

768,581

Term Loan, 6.817%, maturing July 31, 2013

1,000,770

Audatex

B1

B+

$

3,241,875

Term Loan, 7.375%, maturing May 16, 2014

3,075,729

Carlson Wagonlit Holdings, B.V.

Ba2

BB-

2,750,000

Term Loan, 7.610%, maturing August 03, 2012

2,560,938

IPayment, Inc.

B1

B

1,466,288

Term Loan, 7.405%, maturing May 10, 2013

1,385,642

 

See Accompanying Notes to Financial Statements
30

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Open Text Corporation

Ba3

BB

$

1,602,598

Term Loan, 8.008%, maturing October 02, 2013

$

1,562,533

Orbitz

B1

BB-

10,500,000

Term Loan, 8.340%, maturing July 24, 2014

10,237,500

Reynolds & Reynolds Company

Ba2

BB

10,515,061

Term Loan, 7.360%, maturing October 26, 2012

10,114,174

Reynolds & Reynolds Company

B3

B

2,125,000

Second Lien Term Loan, 10.860%, maturing October 26, 2013

2,114,375

Sabre, Inc.

B1

B+

15,708,689

Term Loan, 7.608%, maturing September 30, 2014

14,601,226

Sitel, LLC

B2

BB-

3,893,842

Term Loan, 7.912%, maturing January 30, 2014

3,757,557

Sungard Data Systems, Inc.

Ba3

BB

28,392,551

Term Loan, 7.356%, maturing February 28, 2014

27,595,628

Transaction Network Services, Inc.

B1

BB-

2,431,193

Term Loan, 7.541%, maturing March 28, 2014

2,382,569

Transfirst Holdings, Inc.

B2

B

875,000

Term Loan, 8.110%, maturing June 15, 2014

855,313

Travelport, Inc.

Ba3

BB-

1,000,000

Term Loan, 7.753%, maturing August 23, 2013

963,750

289,971

Term Loan, 7.610%, maturing August 23, 2013

278,953

1,445,156

Term Loan, 7.753%, maturing August 23, 2013

1,390,240

Verifone, Inc.

B1

BB

1,068,750

Term Loan, 7.110%, maturing October 31, 2013

1,031,344

88,554,737

Diversified / Conglomerate Manufacturing: 4.5%

Aearo Technologies, Inc.

B1

B

1,600,000

Term Loan, 7.610%, maturing June 01, 2014

1,528,000

Aearo Technologies, Inc.

Caa1

B-

1,200,000

Term Loan, 10.860%, maturing September 24, 2013

1,143,000

Axia, Inc.

B2

B

1,477,500

Term Loan, 10.110%, maturing December 21, 2012

1,292,813

BOC Edwards

B1

BB-

2,250,000

Term Loan, 7.541%, maturing May 31, 2014

2,098,125

 

See Accompanying Notes to Financial Statements
31

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Brand Services, Inc.

B1

B

$

2,096,000

Term Loan, 7.642%, maturing February 07, 2014

$

2,001,680

Brand Services, Inc.

Caa1

CCC+

1,600,000

Second Lien Term Loan, 11.450%, maturing February 07, 2015

1,561,333

Chart Industries, Inc.

Ba2

BB

1,333,334

Term Loan, 7.387%, maturing October 17, 2012

1,310,001

Cinram International, Inc.

B1

BB-

2,025,790

Term Loan, 7.360%, maturing May 05, 2011

1,904,243

Dayco Products LLC

Ba3

BB-

13,249

Term Loan, 7.852%, maturing June 21, 2011

12,918

Dresser, Inc.

B2

B+

5,000,000

Term Loan, 8.011%, maturing May 04, 2014

4,831,250

EPD, Inc.

B1

B+

3,062,500

Term Loan, 7.858%, maturing July 31, 2014

2,955,313

Ferretti S.P.A

NR

NR

EUR

600,000

Term Loan, 4.084%, maturing March 31, 2015

785,092

EUR

600,000

Term Loan, 4.084%, maturing March 31, 2016

789,763

Generac Power Systems, Inc.

B1

B

$

4,455,000

Term Loan, 7.860%, maturing November 09, 2013

3,990,406

Gentek Holding Corporation

Ba3

BB-

389,242

Term Loan, 7.610%, maturing February 28, 2011

380,484

2,171,322

Term Loan, 7.383%, maturing February 28, 2011

2,122,467

Goodman Global Holdings, Inc.

Ba2

BB

1,468,571

Term Loan, 7.188%, maturing December 23, 2011

1,431,857

Itron, Inc.

Ba3

B+

798,000

Term Loan, 7.360%, maturing April 18, 2014

784,035

Mueller Group, Inc.

Ba3

BB+

3,776,227

Term Loan, 7.187%, maturing May 24, 2014

3,684,181

Norcross Safety Products, LLC

Ba1

BB

966,056

Term Loan, 7.330%, maturing June 30, 2012

946,735

Rexnord Corporation

Ba2

BB-

968,485

Term Loan, 7.642%, maturing July 19, 2013

940,641

2,219,262

Term Loan, 7.860%, maturing July 19, 2013

2,155,459

Sensata Technologies

Ba3

BB

4,158,000

Term Loan, 7.110%, maturing April 27, 2013

3,981,285

Sensus Metering Systems, Inc.

Ba3

B+

140,652

Term Loan, 7.374%, maturing December 17, 2010

137,839

1,495,652

Term Loan, 7.405%, maturing December 17, 2010

1,465,739

 

See Accompanying Notes to Financial Statements
32

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Springs Window Fashions, LLC

B1

B+

$

500,000

Term Loan, 8.125%, maturing December 31, 2012

$

478,750

941,746

Term Loan, 8.125%, maturing December 31, 2012

901,722

Textron Fastening Systems

B2

B+

496,250

Term Loan, 8.860%, maturing August 11, 2013

483,844

46,098,975

Diversified / Conglomerate Service: 4.1%

Affinion Group

Ba2

BB

4,087,961

Term Loan, 8.000%, maturing October 17, 2012

3,968,727

AlixPartners, LLP

B1

BB-

2,661,625

Term Loan, 7.610%, maturing October 12, 2013

2,621,701

Brickman Group

Ba3

BB-

1,995,000

Term Loan, 7.340%, maturing January 23, 2014

1,900,238

Brock Holdings, Inc.

B1

B

1,496,250

Term Loan, 7.360%, maturing February 26, 2014

1,440,141

CCC Information Services Group, Inc.

B1

B

864,074

Term Loan, 7.860%, maturing February 10, 2013

838,152

Coach America Holdings, Inc.

B1

B+

211,864

Term Loan, 5.260%, maturing April 20, 2014

203,919

824,206

Term Loan, 6.554%, maturing April 20, 2014

793,298

Fleetcor Technologies Operating Company, LLC

Ba3

B+

581,875

Term Loan, 7.586%, maturing April 30, 2013

561,509

Intergraph Corporation

B1

B+

1,939,018

Term Loan, 7.453%, maturing May 29, 2014

1,868,728

ISS Global A/S

NR

NR

EUR

877,193

Term Loan, 6.157%, maturing December 31, 2013

1,144,807

EUR

122,807

Term Loan, 6.157%, maturing December 31, 2013

160,273

ISTA International GmbH

NR

NR

EUR

1,668,522

Term Loan, 6.344%, maturing June 30, 2015

2,100,017

EUR

331,478

Term Loan, 6.344%, maturing June 30, 2015

417,201

Mitchell International, Inc.

Ba3

B+

$

448,875

Term Loan, 7.375%, maturing March 28, 2014

434,848

Mitchell International, Inc.

Caa1

CCC+

250,000

Second Lien Term Loan, 10.625%, maturing March 28, 2015

240,000

 

See Accompanying Notes to Financial Statements
33

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

Ohmstede

B1

B

$

2,000,000

Term Loan, 7.875%, maturing August 09, 2013

$

1,985,000

Valley National Gases, Inc.

Ba3

BB-

1,975,758

Term Loan, 7.640%, maturing February 28, 2014

1,837,455

Valley National Gases, Inc.

B3

CCC+

250,000

Second Lien Term Loan, 11.360%, maturing August 28, 2014

246,250

Valleycrest Companies, LLC

B1

B+

1,991,883

Term Loan, 7.360%, maturing October 4, 2013

1,942,086

Vertafore, Inc.

B1

B+

3,092,250

Term Loan, 8.005%, maturing January 31, 2012

2,984,021

West Corporation

B1

BB-

14,454,485

Term Loan, 7.825%, maturing October 24, 2013

14,038,918

41,727,289

Diversified Natural Resources, Precious Metals & Minerals: 3.3%

Georgia Pacific Corporation

Ba2

BB+

34,869,011

Term Loan, 7.125%, maturing December 20, 2012

33,480,945

33,480,945

Ecological: 1.2%

Allied Waste North America, Inc.

Ba3

BBB-

3,686,346

Term Loan, 6.783%, maturing January 15, 2012

3,593,111

2,291,271

Term Loan, 6.820%, maturing January 15, 2012

2,233,320

IESI Corporation

B1

BB+

1,800,000

Term Loan, 7.258%, maturing January 21, 2012

1,770,750

Synagro Technologies, Inc.

Ba3

BB-

900,000

Term Loan, 7.500%, maturing April 02, 2014

875,250

Synagro Technologies, Inc.

Caa1

B-

485,000

Second Lien Term Loan, 10.250%, maturing October 02, 2014

468,025

Wastequip, Inc.

Ba3

BB-

2,082,215

Term Loan, 7.161%, maturing February 05, 2013

1,998,926

1,165,298

Term Loan, 7.610%, maturing February 05, 2013

1,118,686

12,058,068

Electronics: 1.6%

Audio Visual Services Corporation

Ba3

B+

1,000,000

Term Loan, 7.610%, maturing February 28, 2014

950,000

 

See Accompanying Notes to Financial Statements
34

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Electronics: (continued)

Decision One

NR

NR

$

1,641,232

New Term Loan, 12.000%, maturing April 15, 2010

$

1,477,109

Euronet Worldwide, Inc.

Ba2

BB

873,684

Term Loan, 7.380%, maturing April 14, 2014

849,658

Freescale Semiconductor, Inc.

Baa3

BB+

2,111,111

Term Loan, 7.110%, maturing December 01, 2013

1,981,326

Infor Global Solutions

B1

B+

EUR

746,250

Term Loan, 7.164%, maturing July 28, 2012

973,553

$

500,000

Term Loan, 8.110%, maturing July 28, 2012

476,250

106,606

Term Loan, 9.110%, maturing July 28, 2012

101,542

204,328

Term Loan, 9.110%, maturing July 28, 2012

194,622

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Second Lien Term Loan, 10.414%, maturing March 02, 2014

652,297

Kronos Incorporated

Ba3

B+

$

2,500,000

Term Loan, 7.610%, maturing June 11, 2014

2,318,750

NXP B.V.

Ba2

BB

1,750,000

Floating Rate Note, 8.110%, maturing October 15, 2013

1,585,938

EUR

1,500,000

Floating Rate Note, 6.959%, maturing October 15, 2013

1,808,719

ON Semiconductor

Ba1

BB

$

1,995,000

Term Loan, 7.110%, maturing September 03, 2013

1,915,200

SI International, Inc.

Ba3

B+

938,480

Term Loan, 8.018%, maturing February 09, 2011

924,403

16,209,367

Finance: 2.0%

LPL Holdings, Inc.

B1

B

7,487,500

Term Loan, 7.360%, maturing June 28, 2013

7,188,000

Nasdaq Stock Market, Inc.

Ba3

BBB-

3,996,455

Term Loan, 7.315%, maturing April 18, 2012

3,955,659

2,316,652

Term Loan, 7.315%, maturing April 18, 2012

2,293,004

Rent-A-Center, Inc.

Ba2

BB+

2,496,642

Term Loan, 7.155%, maturing June 30, 2012

2,413,422

Riskmetrics

Ba3

BB-

1,396,500

Term Loan, 7.610%, maturing January 11, 2014

1,365,079

TD Ameritrade Holding Corporation

Ba1

BB

3,834,062

Term Loan, 7.070%, maturing December 31, 2012

3,744,441

20,959,605

 

See Accompanying Notes to Financial Statements
35

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Foreign Cable, Foreign TV, Radio and Equipment: 6.2%

Casema Bidco

NR

NR

EUR

284,889

Term Loan, 6.605%, maturing November 14, 2014

$

378,019

EUR

583,333

Term Loan, 6.605%, maturing November 14, 2014

774,024

EUR

548,444

Term Loan, 6.605%, maturing November 14, 2014

727,729

EUR

583,333

Term Loan, 7.105%, maturing November 14, 2015

777,998

EUR

833,333

Term Loan, 7.105%, maturing November 14, 2015

1,111,425

Com Hem

NR

NR

SEK

8,666,667

Term Loan, 8.488%, maturing April 30, 2015

1,246,998

SEK

8,000,000

Term Loan, 8.738%, maturing April 30, 2015

1,156,874

Levana Holding 4 GmbH

NR

NR

EUR

935,189

Term Loan, 6.119%, maturing June 30, 2015

1,155,935

EUR

935,189

Term Loan, 6.335%, maturing June 30, 2016

1,165,491

Numericable

NR

NR

EUR

765,871

Term Loan, 6.780%, maturing July 30, 2014

996,067

EUR

1,984,549

Term Loan, 6.780%, maturing July 30, 2014

2,581,040

EUR

1,249,580

Term Loan, 6.780%, maturing July 30, 2014

1,625,163

EUR

694,875

Term Loan, 7.030%, maturing July 30, 2014

910,435

EUR

1,305,125

Term Loan, 7.030%, maturing July 30, 2014

1,709,993

ProSiebenSat.1 Media AG

NR

NR

EUR

122,161

Term Loan, 6.551%, maturing May 09, 2015

152,244

EUR

2,715,121

Term Loan, 6.551%, maturing May 09, 2015

3,446,179

TDF SA

NR

NR

EUR

1,000,000

Term Loan, 6.373%, maturing January 31, 2015

1,298,021

EUR

1,000,000

Term Loan, 6.625%, maturing January 31, 2016

1,303,699

UPC Financing Partnership

Ba3

B

EUR

3,722,638

Term Loan, 6.302%, maturing December 31, 2014

4,805,809

EUR

4,535,928

Term Loan, 6.302%, maturing December 31, 2014

5,860,889

EUR

4,143,333

Term Loan, 6.302%, maturing December 31, 2014

5,332,785

$

5,000,000

Term Loan, 7.130%, maturing December 31, 2014

4,691,665

Virgin Media Investment Holdings, Ltd.

Ba2

BB

GBP

994,382

Term Loan, 8.286%, maturing December 31, 2012

1,933,918

GBP

505,618

Term Loan, 8.286%, maturing December 31, 2012

983,348

GBP

4,715,588

Term Loan, 8.283%, maturing September 03, 2012

9,171,083

 

See Accompanying Notes to Financial Statements
36

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

GBP

4,034,412

Term Loan, 8.283%, maturing September 03, 2012

$

7,846,302

63,143,133

Gaming: 4.4%

Cannery Casino Resorts, LLC

B2

BB

$

118,110

Term Loan, 2.720%, maturing May 18, 2013

111,909

1,653,543

Term Loan, 7.760%, maturing May 18, 2013

1,566,732

CCM Merger, Inc.

Ba3

BB-

3,401,396

Term Loan, 7.388%, maturing July 13, 2012

3,307,857

Fontainebleau Las Vegas, LLC

B1

B+

1,933,333

Term Loan, 8.610%, maturing June 06, 2014

1,822,973

Golden Nugget, Inc.

B1

BB-

954,545

Term Loan, 7.552%, maturing June 30, 2014

909,205

Green Valley Ranch Gaming, LLC

B1

BB-

1,441,705

Term Loan, 7.542%, maturing February 16, 2014

1,376,828

Green Valley Ranch Gaming, LLC

Caa1

CCC+

750,000

Second Lien Term Loan, 8.791%, maturing August 16, 2014

712,500

Greenwood Racing, Inc.

B2

BB-

1,492,500

Term Loan, 7.800%, maturing November 28, 2011

1,436,531

Isle Of Capri Casinos, Inc.

Ba3

BB+

1,058,824

Term Loan, 7.250%, maturing November 25, 2013

1,016,471

2,647,059

Term Loan, 7.255%, maturing November 25, 2013

2,541,176

Las Vegas Sands, LLC

Ba3

BB

6,400,000

Term Loan, 7.110%, maturing May 23, 2014

6,104,800

New World Gaming Partners, Ltd.

Ba3

BB-

3,541,667

(5

)

Term Loan, maturing June 6, 2014

3,417,708

Penn National Gaming, Inc.

Ba2

BBB-

7,126,744

Term Loan, 7.110%, maturing October 03, 2012

7,043,596

Riviera Holdings Corporation

B2

BB-

500,000

Term Loan, 7.360%, maturing June 08, 2014

487,500

Seminole Tribe Of Florida

Ba1

BBB-

349,798

Term Loan, 5.410%, maturing March 05, 2014

341,490

1,574,089

Term Loan, 6.875%, maturing March 05, 2014

1,536,704

1,559,514

Term Loan, 6.875%, maturing March 05, 2014

1,522,476

Tropicana Entertainment-Landco

B2

BB-

2,250,000

Term Loan, 7.610%, maturing July 03, 2008

2,210,625

Trump Entertainment Resorts Holdings, L.P.

Ba3

BB-

1,715,000

Term Loan, 7.847%, maturing May 20, 2012

1,687,131

1,715,000

Term Loan, 7.900%, maturing May 20, 2012

1,687,131

 

See Accompanying Notes to Financial Statements
37

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Gaming: (continued)

VML US Finance, LLC

B1

BB-

$

1,600,000

Term Loan, 7.741%, maturing May 26, 2012

$

1,554,571

1,200,000

Term Loan, 7.610%, maturing May 25, 2013

1,165,928

2,000,000

Term Loan, 7.610%, maturing May 26, 2013

1,943,214

45,505,056

Grocery: 0.3%

Roundys Supermarkets, Inc.

Ba3

B+

2,935,250

Term Loan, 8.110%, maturing November 03, 2011

2,902,228

2,902,228

Healthcare, Education and Childcare: 21.3%

Accellent, Inc.

B1

BB-

1,970,000

Term Loan, 8.010%, maturing November 22, 2012

1,876,425

Advanced Medical Optics, Inc.

Ba1

BB-

997,500

Term Loan, 7.115%, maturing April 02, 2014

940,767

AGA Medical Corporation

B1

BB-

1,632,209

Term Loan, 7.360%, maturing April 28, 2013

1,591,404

Amn Healthcare, Inc.

Ba2

BB-

711,742

Term Loan, 7.110%, maturing November 02, 2011

691,279

Biomet Inc.

B1

BB-

18,500,000

(5

)

Term Loan, maturing January 15, 2015

17,806,250

Capella Healthcare, Inc.

B1

B+

3,608,007

Term Loan, 7.860%, maturing November 30, 2012

3,454,667

Catalent Pharma Solutions

Ba3

B+

6,577,778

Term Loan, 7.610%, maturing April 10, 2014

6,062,521

CHG Medical Staffing, Inc.

Ba3

B+

400,000

Term Loan, 7.860%, maturing June 20, 2012

384,000

1,592,000

Term Loan, 7.855%, maturing December 20, 2012

1,528,320

CHS/Community Health Systems, Inc.

Ba3

BB

46,906,419

Term Loan, 7.756%, maturing July 25, 2014

45,235,378

Concentra Operating Corporation

Ba2

B+

2,000,000

Term Loan, 7.610%, maturing June 25, 2014

1,870,000

CRC Health Corporation

Ba3

BB-

1,460,673

Term Loan, 7.610%, maturing February 06, 2013

1,425,982

1,481,306

Term Loan, 7.610%, maturing February 06, 2013

1,446,125

Davita, Inc.

Ba1

BB+

9,999,946

Term Loan, 6.877%, maturing October 05, 2012

9,729,947

Education Management Corporation

B2

B+

8,440,586

Term Loan, 7.125%, maturing June 01, 2013

8,054,311

 

See Accompanying Notes to Financial Statements
38

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Emdeon Business Services, LLC

B1

BB-

$

2,437,831

Term Loan, 7.610%, maturing November 16, 2013

$

2,340,318

EMSC, L.P.

Ba2

B+

3,218,852

Term Loan, 7.355%, maturing February 10, 2012

3,142,404

Gambro

NR

NR

SEK

2,479,288

Term Loan, 6.110%, maturing June 05, 2014

347,386

SEK

2,520,712

Term Loan, 6.110%, maturing June 05, 2014

353,190

750,000

Term Loan, 7.870%, maturing June 05, 2014

724,875

SEK

2,479,288

Term Loan, 6.610%, maturing June 05, 2015

348,823

SEK

2,520,712

Term Loan, 6.610%, maturing June 05, 2015

354,652

750,000

Term Loan, 8.370%, maturing June 05, 2015

727,875

Gentiva Health Services, Inc.

Ba3

BB-

$

2,594,595

Term Loan, 7.346%, maturing March 31, 2013

2,536,216

Golden Gate National Senior Care Holdings, LLC

Ba3

BB-

1,095,857

Term Loan, 8.258%, maturing March 14, 2011

1,062,981

Harlan Sprague Dawley, Inc.

B2

BB-

2,583,333

Term Loan, 7.860%, maturing July 11, 2014

2,480,000

Harrington Holdings, Inc.

B1

BB-

2,460,500

Term Loan, 7.360%, maturing December 31, 2013

2,362,080

HCA, Inc.

Ba3

BB

28,915,000

Term Loan, 7.610%, maturing November 17, 2013

27,936,863

Health Management Associates, Inc.

Ba2

BB-

6,982,500

Term Loan, 7.110%, maturing February 28, 2014

6,588,645

Healthsouth Corporation

B2

BB-

1,485,276

Term Loan, 7.860%, maturing March 10, 2013

1,434,405

Iasis Healthcare, LLC

Ba2

B+

758,824

Term Loan, 5.573%, maturing March 15, 2014

713,769

2,993,610

Term Loan, 7.360%, maturing March 15, 2014

2,815,865

273,450

Term Loan, 7.619%, maturing March 15, 2014

257,214

IM US Holdings, LLC

B1

BB

5,000,000

Term Loan, 7.340%, maturing June 26, 2014

4,806,250

IM US Holdings, LLC

Caa1

B-

750,000

Second Lien Term Loan, 9.590%, maturing June 26, 2015

742,500

inVentiv Health, Inc.

Ba3

BB-

942,857

Term Loan, 7.110%, maturing July 15, 2014

905,143

Lifepoint Hospitals, Inc.

Ba2

BB

1,821,524

Term Loan, 6.985%, maturing April 15, 2012

1,765,551

Multiplan, Inc.

B1

B+

1,381,647

Term Loan, 8.065%, maturing April 12, 2013

1,339,334

 

See Accompanying Notes to Financial Statements
39

---

ING Prime Rate Trust

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

												Bank Loan Ratings†								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Healthcare, Education and Childcare: (continued)
								National Mentor, Inc.				B1				B+
$	76,667							Term Loan, 7.320%, maturing June 29, 2013												$	72,067
	1,244,100							Term Loan, 7.432%, maturing June 29, 2013													1,169,454
								Nycomed				NR				NR
EUR	1,418,795							Term Loan, 6.664%, maturing December 10, 2014													1,829,445
EUR	394,286							Term Loan, 6.664%, maturing December 10, 2014													508,406
EUR	55,762							Term Loan, 6.664%, maturing December 10, 2014													71,902
EUR	543,619							Term Loan, 6.664%, maturing December 10, 2014													700,962
EUR	87,538							Term Loan, 6.664%, maturing December 10, 2014													112,874
EUR	543,619							Term Loan, 7.164%, maturing December 10, 2014													700,962
EUR	1,418,795							Term Loan, 7.164%, maturing December 10, 2014													1,829,445
EUR	87,538							Term Loan, 7.164%, maturing December 10, 2014													112,874
EUR	55,762							Term Loan, 7.164%, maturing December 10, 2014													71,902
EUR	394,286							Term Loan, 7.164%, maturing December 10, 2014													508,406
								Orthofix International				Ba3				BB+
$	1,875,909							Term Loan, 7.110%, maturing September 22, 2013													1,814,942
								Quintiles Transnational Corporation				B1				BB
	5,016,875							Term Loan, 7.360%, maturing March 31, 2013													4,791,116
								ReAble Therapeutics Finance, LLC				Ba3				B+
	1,736,875							Term Loan, 7.837%, maturing November 03, 2013													1,702,138
								Renal Advantage, Inc.				NR				B+
	3,589,234							Term Loan, 7.860%, maturing October 06, 2012													3,450,151
								Rural/Metro Operating Company, LLC				Ba2				BB-
	519,127							Revolver, 5.190%, maturing March 04, 2011													497,064
	1,094,117							Term Loan, 7.747%, maturing March 04, 2011													1,047,617
								Select Medical Corporation				Ba2				BB-
	2,443,750							Term Loan, 7.363%, maturing February 24, 2012													2,325,636
								Sterigenics International, Inc.				B2				BB-
	1,985,000							Term Loan, 7.610%, maturing November 21, 2013													1,915,525
								Stiefel Laboratories, Inc.				Ba3				BB-
	1,185,855							Term Loan, 7.610%, maturing December 28, 2013													1,151,761
	1,550,395							Term Loan, 7.610%, maturing December 28, 2013													1,505,821

 

See Accompanying Notes to Financial Statements
40

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Sun Healthcare Group, Inc.

Ba2

B+

$

108,621

Term Loan, 4.702%, maturing April 12, 2014

$

105,362

217,241

Term Loan, 7.360%, maturing April 12, 2014

210,724

851,740

Term Loan, 7.367%, maturing April 12, 2014

826,188

Surgical Care Affiliates, LLC

Ba3

B

3,000,000

Term Loan, 7.815%, maturing December 29, 2014

2,730,000

Team Health, Inc.

B1

BB-

2,052,779

Term Loan, 7.348%, maturing November 23, 2012

1,939,876

United Surgical Partners International, Inc.

Ba3

B

204,839

Term Loan, 5.156%, maturing April 19, 2014

192,292

1,673,226

Term Loan, 7.381%, maturing April 19, 2014

1,570,741

Vanguard Health Holdings Company II, LLC

Ba3

B+

7,862,652

Term Loan, 7.610%, maturing September 23, 2011

7,557,974

Viant Holdings, Inc.

Ba3

B+

750,000

Term Loan, 7.610%, maturing June 25, 2014

705,000

VWR International Inc.

B1

B+

EUR

2,500,000

Term Loan, 6.664%, maturing June 29, 2014

3,270,000

$

3,500,000

Term Loan, 7.860%, maturing June 29, 2014

3,259,375

218,441,717

Home & Office Furnishings: 1.9%

Buhrmann US, Inc.

Ba2

BB+

3,865,450

Term Loan, 7.344%, maturing December 23, 2010

3,773,646

Global Garden Products Italy, S.P.A.

NR

NR

EUR

1,250,000

Term Loan, 6.539%, maturing May 14, 2015

1,661,611

EUR

1,250,000

Term Loan, 7.039%, maturing May 14, 2016

1,670,127

Hilding Anders

NR

NR

SEK

18,071,429

Term Loan, 5.960%, maturing December 15, 2014

2,567,448

EUR

328,571

Term Loan, 6.414%, maturing December 15, 2014

436,151

National Bedding Company

B1

BB-

$

2,205,169

Term Loan, 7.431%, maturing August 31, 2011

2,087,561

Simmons Company

Ba2

B+

7,166,516

Term Loan, 7.405%, maturing December 19, 2011

6,987,353

19,183,897

Insurance: 1.8%

AmWINS Group, Inc.

B2

B-

2,000,000

Second Lien Term Loan, 7.951%, maturing June 4, 2013

1,840,000

Applied Systems, Inc.

B1

B-

1,985,000

Term Loan, 7.860%, maturing September 26, 2013

1,945,300

 

See Accompanying Notes to Financial Statements
41

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Insurance: (continued)

Conseco, Inc.

NR

NR

$

6,208,750

Term Loan, 7.320%, maturing October 10, 2013

$

5,840,105

Crawford & Company

B1

BB-

2,916,101

Term Loan, 7.610%, maturing October 30, 2013

2,865,069

Hub International Ltd.

B2

B

115,033

Term Loan, 3.460%, maturing June 13, 2014

110,791

1,633,987

Term Loan, 7.860%, maturing June 13, 2014

1,573,734

Swett & Crawford

B2

B

2,593,500

Term Loan, 7.610%, maturing April 03, 2014

2,424,923

USI Holdings Corporation

B2

B-

1,800,000

Term Loan, 8.110%, maturing May 05, 2014

1,701,000

18,300,922

Leisure, Amusement, Entertainment: 8.5%

24 Hour Fitness Worldwide, Inc.

NR

B+

3,209,375

Term Loan, 7.870%, maturing June 08, 2012

3,169,258

Alpha D2 Limited

NR

NR

1,714,286

Term Loan, 8.125%, maturing December 31, 2013

1,639,286

1,285,714

Term Loan, 8.125%, maturing December 31, 2013

1,229,464

AMF Bowling Worldwide, Inc.

B1

B+

3,125,000

Term Loan, 7.850%, maturing June 10, 2013

3,000,000

Cedar Fair, L.P.

Ba3

BB

7,917,519

Term Loan, 7.565%, maturing August 30, 2012

7,711,885

Cinemark USA, Inc.

Ba3

B

3,688,682

Term Loan, 7.233%, maturing October 05, 2013

3,541,135

HIT Entertainment, Inc.

Ba3

B+

2,598,374

Term Loan, 7.340%, maturing March 20, 2012

2,442,472

Kerasotes Showplace Theater, LLC

B1

B-

150,000

Revolver, 1.541%, maturing October 31, 2010

141,750

746,250

Term Loan, 7.875%, maturing October 31, 2011

740,653

London Arena & Waterfront Finance, LLC

Ba3

B

790,000

Term Loan, 7.860%, maturing March 08, 2012

774,200

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

7,873,125

Term Loan, 8.610%, maturing April 08, 2012

7,468,730

33,081,250

Term Loan, 8.610%, maturing April 08, 2012

31,382,065

NEP II, Inc.

B1

B

4,486,249

Term Loan, 7.610%, maturing February 16, 2014

4,306,799

 

See Accompanying Notes to Financial Statements
42

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

Universal City Development Partners

Ba1

BB

$

4,627,273

Term Loan, 7.419%, maturing June 09, 2011

$

4,511,591

Warner Music Group

Ba2

BB-

15,022,357

Term Loan, 7.484%, maturing February 28, 2011

14,738,345

86,797,633

Lodging: 1.6%

Hotel Del Coronado

NR

NR

16,400,000

Term Loan, 7.362%, maturing January 09, 2008

16,400,000

16,400,000

Machinery: 1.7%

Alliance Laundry Systems, LLC

Ba3

BB-

2,867,021

Term Loan, 7.609%, maturing January 27, 2012

2,824,016

Enersys Capital, Inc.

Ba2

BB

4,148,858

Term Loan, 7.121%, maturing March 17, 2011

4,050,323

Kion Group

NR

NR

EUR

1,250,000

Term Loan, 6.308%, maturing February 28, 2015

1,640,109

EUR

1,250,000

Term Loan, 6.558%, maturing February 28, 2016

1,649,476

LN Acquisition Corporation

B1

BB-

$

363,636

Term Loan, 8.050%, maturing July 11, 2014

358,182

136,364

Term Loan, 8.583%, maturing July 11, 2014

134,318

Maxim Crane Works, L.P.

B1

BB-

2,500,000

Term Loan, 7.360%, maturing July 31, 2014

2,325,000

United Rentals, Inc.

Ba1

BB-

4,528,782

Term Loan, 7.320%, maturing February 14, 2011

4,484,912

17,466,336

Mining, Steel, Iron & Nonprecious Metals: 1.1%

Alpha Natural Resources

B1

BB

656,667

Term Loan, 7.110%, maturing October 26, 2012

647,637

Continental Alloys & Services, Inc.

B2

B

500,000

Term Loan, 7.860%, maturing June 15, 2012

492,500

Noranda Aluminum Acquisition Corporation

Ba2

BB-

743,750

Term Loan, 7.510%, maturing May 18, 2014

724,691

Novelis

Ba2

BB

1,250,000

Term Loan, 7.360%, maturing July 06, 2014

1,215,625

2,750,000

Term Loan, 7.360%, maturing July 06, 2014

2,674,375

Oglebay Norton Company

B1

BB-

1,526,614

Term Loan, 7.610%, maturing July 31, 2011

1,496,082

Oxbow Carbon and Minerals Holdings, LLC

B1

BB-

2,751,493

Term Loan, 7.366%, maturing May 08, 2014

2,549,718

241,611

Term Loan, 7.508%, maturing May 08, 2014

223,893

 

See Accompanying Notes to Financial Statements
43

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

Tube City IMS Corporation

Ba3

BB

$

162,162

Term Loan, 7.610%, maturing January 25, 2013

$

155,676

1,334,493

Term Loan, 7.610%, maturing January 25, 2013

1,281,114

11,461,311

North American Cable: 18.9%

Atlantic Broadband

B1

B

1,980,041

Term Loan, 7.610%, maturing August 10, 2012

1,941,678

Bragg Communications, Inc.

NR

NR

2,431,250

Term Loan, 7.110%, maturing August 31, 2011

2,431,250

Bresnan Communications, LLC

B2

BB-

2,750,000

Term Loan, 7.360%, maturing September 29, 2013

2,660,625

2,246,939

Term Loan, 7.360%, maturing April 30, 2014

2,173,913

Cequel Communications, LLC

B1

BB-

34,424,882

Term Loan, 7.379%, maturing November 05, 2013

32,622,361

Cequel Communications, LLC

Caa1

B-

525,000

Second Lien Term Loan, 9.856%, maturing May 05, 2014

511,219

Charter Communications Operating, LLC

B1

B+

4,911,765

Term Loan, 7.360%, maturing March 06, 2014

4,661,790

53,702,819

Term Loan, 7.360%, maturing March 06, 2014

50,969,694

CSC Holdings, Inc.

Ba2

BB

31,447,412

Term Loan, 7.070%, maturing March 29, 2013

30,252,693

Insight Midwest Holdings, LLC

Ba3

BB-

16,300,000

Term Loan, 7.360%, maturing April 06, 2014

15,925,605

Knology, Inc.

B2

B

2,000,000

Term Loan, 7.610%, maturing June 30, 2012

1,940,000

Mediacom Broadband, LLC

Ba3

BB

10,835,550

Term Loan, 7.320%, maturing January 31, 2015

10,251,200

Nextmedia Operating, Inc.

B1

B+

755,982

Term Loan, 7.330%, maturing November 15, 2012

716,293

1,700,960

Term Loan, 7.569%, maturing November 15, 2012

1,611,660

Quebecor Media, Inc.

B1

B

2,955,000

Term Loan, 7.360%, maturing January 17, 2013

2,873,738

San Juan Cable, LLC

B1

BB

1,725,616

Term Loan, 7.360%, maturing October 31, 2012

1,662,524

 

See Accompanying Notes to Financial Statements
44

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

North American Cable: (continued)

Univision Communications, Inc.

B3

CCC+

$

2,250,000

Second Lien Term Loan, 8.008%, maturing March 29, 2009

$

2,211,750

Univision Communications, Inc.

Ba3

B+

22,573,307

Term Loan, 7.610%, maturing September 29, 2014

20,946,155

US Cable of Coastal-Texas, L.P.

B2

B-

1,745,625

Term Loan, 8.186%, maturing April 19, 2014

1,719,441

Wideopenwest Finance, LLC

B2

B-

5,833,333

Term Loan, 7.932%, maturing June 22, 2014

5,444,443

193,528,032

Oil & Gas: 9.1%

Alon USA

B1

BB

1,760,000

Term Loan, 7.612%, maturing June 22, 2013

1,689,600

220,000

Term Loan, 7.761%, maturing June 22, 2013

211,200

Atlas Pipeline Partners, L.P.

NR

BB-

5,000,000

Term Loan, 8.144%, maturing July 27, 2014

4,912,500

Coffeyville Resources, LLC

Caa1

B-

1,067,105

Term Loan, 8.260%, maturing December 29, 2010

1,032,091

2,009,618

Term Loan, 8.610%, maturing December 28, 2013

1,943,678

CR Gas Storage

Ba3

BB-

520,384

Term Loan, 7.280%, maturing May 13, 2011

508,241

476,767

Term Loan, 7.110%, maturing May 12, 2013

465,642

2,884,715

Term Loan, 7.110%, maturing May 12, 2013

2,817,406

322,137

Term Loan, 7.325%, maturing May 12, 2013

314,621

El Paso Corporation

Ba1

BB

6,250,000

Term Loan, 7.420%, maturing August 01, 2011

6,152,344

Energy Transfer Company, L.P.

Ba2

NR

10,000,000

Term Loan, 7.106%, maturing February 08, 2012

9,739,580

Helix Energy Solutions Group, Inc.

B1

BB+

5,147,689

Term Loan, 7.411%, maturing July 01, 2013

4,998,086

Hercules Offshore, LLC

Ba3

BB

2,500,000

Term Loan, 7.110%, maturing July 11, 2013

2,450,000

IFM Holdco

Ba3

BBB

498,750

Term Loan, 7.510%, maturing February 27, 2012

491,269

Key Energy

NR

NR

4,432,500

Term Loan, 7.933%, maturing June 30, 2012

4,354,931

Kinder Morgan, Inc.

Ba2

BB-

3,684,848

Term Loan, 7.071%, maturing May 30, 2014

3,514,424

McJunkin Corporation

B2

B+

3,731,250

Term Loan, 7.815%, maturing January 31, 2013

3,647,297

 

See Accompanying Notes to Financial Statements
45

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: 9.1% (continued)

MEG Energy

Ba3

BB

$

2,765,000

Term Loan, 7.360%, maturing April 03, 2013

$

2,691,266

Pine Prairie Energy Center

B1

B+

498,750

Term Loan, 7.860%, maturing December 31, 2013

491,269

Semcrude, L.P.

Ba2

NR

6,725,000

Term Loan, 7.110%, maturing May 15, 2014

6,598,906

SG Resources Mississippi, LLC

B1

BB-

2,500,000

Term Loan, 7.205%, maturing March 31, 2014

2,459,375

Targa Resources, Inc.

Ba3

B+

1,972,542

Term Loan, 7.360%, maturing October 31, 2012

1,916,654

11,622,179

Term Loan, 7.537%, maturing October 31, 2012

11,292,887

Venoco, Inc.

Caa1

B

3,000,000

Second Lien Term Loan, 9.360%, maturing September 20, 2011

2,966,250

Volnay Acquisition Co. I

Ba2

BB-

2,148,000

Term Loan, 7.360%, maturing January 12, 2014

2,056,710

Vulcan Energy Corporation

Ba2

BB

4,340,471

Term Loan, 6.945%, maturing August 12, 2011

4,231,960

Western Refining, Inc.

B1

BB+

10,270,000

Term Loan, 7.070%, maturing May 30, 2014

9,798,227

93,746,414

Other Broadcasting and Entertainment: 2.5%

Deluxe Entertainment Services Group, Inc.

B1

B

118,110

Term Loan, 5.260%, maturing May 11, 2013

113,386

236,220

Term Loan, 7.610%, maturing May 11, 2013

226,772

2,645,669

Term Loan, 7.610%, maturing May 11, 2013

2,539,843

DirecTV Holdings, LLC

Baa3

BBB-

3,821,514

Term Loan, 7.000%, maturing April 13, 2013

3,766,282

VNU

Ba3

B+

19,937,525

Term Loan, 7.360%, maturing August 09, 2013

19,239,712

25,885,995

Other Telecommunications: 4.9%

Asurion Corporation

B2

B-

15,250,000

Term Loan, 8.360%, maturing July 03, 2014

14,373,125

BCM Ireland Holdings, Ltd.

Ba3

BB

EUR

2,083,333

Term Loan, 5.903%, maturing September 30, 2014

2,697,503

EUR

2,083,333

Term Loan, 6.153%, maturing September 30, 2015

2,725,000

 

See Accompanying Notes to Financial Statements
46

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Telecommunications: (continued)

Cavalier Telephone

B2

B-

$

3,482,500

Term Loan, 10.110%, maturing December 31, 2012

$

3,430,263

Consolidated Communications

Ba3

BB

2,452,170

Term Loan, 7.110%, maturing October 14, 2011

2,396,996

Fairpoint Communications, Inc.

B1

BB-

2,000,000

Term Loan, 7.125%, maturing February 08, 2012

1,947,500

Gabriel Communications

B2

CCC+

500,000

Term Loan, 8.620%, maturing May 31, 2014

485,625

Hargray Communications Group, Inc.

B1

B

500,000

Term Loan, 7.596%, maturing June 29, 2014

490,000

Hawaiian Telcom Communications, Inc.

Ba3

B-

5,000,000

Term Loan, 7.610%, maturing June 01, 2014

4,762,500

Iowa Telecommunications Services, Inc.

Ba3

BB-

3,500,000

Term Loan, 7.110%, maturing November 23, 2011

3,403,750

Kentucky Data Link, Inc.

B1

B

3,986,316

Term Loan, 7.815%, maturing February 26, 2014

3,856,760

One Communications

B1

B-

3,000,000

Term Loan, 8.875%, maturing June 30, 2012

2,910,000

PAETEC Holding Corporation

Ba3

B-

645,914

Term Loan, 8.065%, maturing February 28, 2013

637,571

Time Warner Telecom Holdings, Inc.

Ba2

B

3,203,900

Term Loan, 7.360%, maturing January 07, 2013

3,135,817

U.S. Telepacific Corporation

B1

CCC+

992,502

Term Loan, 9.444%, maturing August 04, 2011

998,705

Windstream Corporation

Baa3

BBB-

2,053,571

Term Loan, 6.860%, maturing July 17, 2013

2,004,286

50,255,401

Personal & Nondurable Consumer Products: 4.8%

Advantage Sales And Marketing

B2

B-

3,049,754

Term Loan, 7.459%, maturing March 29, 2013

2,916,327

Chattem, Inc.

NR

BB-

487,500

Term Loan, 7.110%, maturing January 02, 2013

478,969

Fender Musical Instruments Corporation

B2

B+

2,333,333

Term Loan, 7.650%, maturing June 09, 2014

2,193,333

Gibson Guitar Corporation

Ba3

B

497,500

Term Loan, 7.860%, maturing December 29, 2013

490,038

 

See Accompanying Notes to Financial Statements
47

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Huish Detergents, Inc.

B1

B+

$

2,700,000

Term Loan, 7.510%, maturing April 26, 2014

$

2,504,250

Information Resources, Inc.

Ba2

B+

500,000

Term Loan, 7.225%, maturing May 16, 2014

481,875

Jarden Corporation

Ba3

BB-

8,238,528

Term Loan, 7.110%, maturing January 24, 2012

7,938,407

1,190,355

Term Loan, 7.110%, maturing January 24, 2012

1,146,992

1,000,000

Term Loan, 7.843%, maturing January 24, 2012

983,125

KIK Custom Products, Inc.

B1

B

426,829

Term Loan, 7.610%, maturing May 31, 2014

392,683

73,171

Term Loan, 7.610%, maturing May 31, 2014

67,317

Mega Bloks, Inc.

Ba3

B+

980,000

Term Loan, 7.625%, maturing July 26, 2012

945,700

Natural Products Group, LLC

B1

B+

2,097,398

Term Loan, 7.656%, maturing March 08, 2014

1,548,578

Norwood Promotional Products

NR

NR

3,700,000

Revolver, 10.750%, maturing December 31, 2008

3,700,000

4,060,000

Term Loan, 11.750%, maturing August 17, 2009

4,060,000

12,189,532

(3

)

Term Loan, 6.000%, maturing August 17, 2011

11,214,369

Norwood Promotional Products

NR

NR

1,090,736

Second Lien Term Loan, 24.508%, maturing January 18, 2015

1,090,736

Spectrum Brands, Inc.

B2

B-

44,301

Term Loan, 9.320%, maturing March 30, 2013

43,212

896,214

Term Loan, 9.353%, maturing March 30, 2013

874,183

159,485

Term Loan, 9.565%, maturing March 30, 2013

151,510

Totes Isotoner Corporation

B2

B

415,625

Term Loan, 7.844%, maturing January 31, 2013

403,156

Tupperware

Ba1

BBB-

2,194,880

Term Loan, 6.860%, maturing December 05, 2012

2,158,298

Yankee Candle Company, Inc.

Ba3

BB-

3,990,000

Term Loan, 7.360%, maturing February 06, 2014

3,845,363

49,628,421

Personal, Food & Miscellaneous: 3.4%

Acosta, Inc.

B1

B-

2,970,000

Term Loan, 7.820%, maturing July 28, 2013

2,867,288

Allied Security Holdings LLC

Ba3

BB-

486,364

Term Loan, 8.360%, maturing June 30, 2010

479,068

 

See Accompanying Notes to Financial Statements
48

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal, Food & Miscellaneous: (continued)

Arbys Restaurant Group, Inc.

Ba3

BB

$

5,634,377

Term Loan, 7.678%, maturing July 25, 2012

$

5,507,603

Coinmach Corporation

B2

B+

5,964,186

Term Loan, 7.968%, maturing December 19, 2012

5,859,813

Coinstar, Inc.

Ba2

BB+

2,417,918

Term Loan, 7.360%, maturing July 07, 2011

2,381,649

Culligan International Company

Ba2

B+

1,000,000

Term Loan, 7.699%, maturing November 24, 2012

918,750

Dennys, Inc.

Ba2

BB-

1,077,777

Term Loan, 7.376%, maturing March 31, 2012

1,061,610

600,000

Term Loan, 7.377%, maturing March 31, 2012

591,000

Krispy Kreme Doughnut Corporation

NR

NR

432,550

Term Loan, 8.358%, maturing February 15, 2014

417,411

MD Beauty, Inc.

B1

BB-

2,769,582

Term Loan, 7.800%, maturing February 18, 2012

2,728,038

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

B1

B

3,191,353

Term Loan, 7.864%, maturing May 22, 2014

2,957,322

OSI Restaurant Partners, Inc.

B1

BB-

372,420

Term Loan, 7.430%, maturing June 14, 2013

354,381

4,577,705

Term Loan, 7.625%, maturing June 14, 2014

4,355,975

QCE, LLC

B2

B

2,046,000

Term Loan, 7.610%, maturing May 05, 2013

1,961,887

Reddy Ice Group, Inc.

Ba3

BB-

1,000,000

Term Loan, 7.110%, maturing August 09, 2012

985,000

Sbarro, Inc.

Ba3

B+

498,750

Term Loan, 7.880%, maturing January 31, 2014

477,553

Seminole Hard Rock Entertainment

B1

BB

750,000

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

727,500

U.S. Security Holdings, Inc.

B1

B+

617,188

Term Loan, 7.870%, maturing May 08, 2013

614,102

35,245,950

Printing & Publishing: 12.7%

American Achievement Corporation

Ba2

BB-

560,335

Term Loan, 7.720%, maturing March 25, 2011

546,326

American Reprographics Company

Ba2

BB

2,791,247

Term Loan, 7.221%, maturing June 18, 2009

2,721,466

Ascend Media Holdings, LLC

B3

B

1,536,048

Term Loan, 8.758%, maturing January 31, 2012

1,344,042

 

See Accompanying Notes to Financial Statements
49

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Black Press, Ltd.

Ba3

BB-

$

748,000

Term Loan, 7.541%, maturing August 02, 2013

$

733,507

1,232,000

Term Loan, 7.541%, maturing August 02, 2013

1,208,130

Canwest Media, Inc.

Ba1

BB-

1,995,000

Term Loan, 7.541%, maturing July 18, 2014

1,935,150

Caribe Information Investments, Inc.

B1

B+

1,807,258

Term Loan, 7.623%, maturing March 31, 2013

1,753,040

Cenveo Corporation

Ba3

BB-

61,914

Term Loan, 7.110%, maturing June 21, 2013

59,282

2,857,414

Term Loan, 7.110%, maturing June 21, 2013

2,735,974

Dex Media West, LLC

Ba1

BB+

667,557

Term Loan, 6.737%, maturing September 09, 2009

650,033

8,426,577

Term Loan, 6.930%, maturing March 09, 2010

8,250,150

Hanley Wood, LLC

B2

B

2,729,335

Term Loan, 7.604%, maturing March 08, 2014

2,488,245

Idearc, Inc.

Ba2

BBB-

25,298,000

Term Loan, 7.360%, maturing November 17, 2014

24,573,566

Intermedia Outdoor, Inc.

NR

NR

1,641,750

Term Loan, 8.360%, maturing January 31, 2013

1,608,915

Jostens IH Corporation

Ba1

BB

4,110,862

Term Loan, 7.330%, maturing December 21, 2011

4,028,645

Medimedia USA, Inc.

Ba3

BB-

1,240,625

Term Loan, 7.595%, maturing October 05, 2013

1,203,406

Merrill Communications, LLC

Ba3

BB-

2,916,368

Term Loan, 7.689%, maturing May 15, 2011

2,854,395

Nelson Canada

Ba3

BB-

4,000,000

Term Loan, 7.828%, maturing June 30, 2014

3,750,000

PagesJaunes Groupe, SA

NR

NR

EUR

800,000

Term Loan, 5.890%, maturing February 28, 2014

1,035,500

PagesJaunes Groupe, SA

NR

NR

EUR

600,000

Second Lien Term Loan, 6.390%, maturing February 28, 2014

778,030

EUR

600,000

Second Lien Term Loan, 6.890%, maturing February 28, 2014

782,118

PBL Media

B1

NR

AUD

24,869,635

Term Loan, 9.032%, maturing May 1, 2013

19,816,588

Prism Business Media Holdings

B1

BB-

$

1,695,750

Term Loan, 7.610%, maturing February 01, 2013

1,614,142

 

See Accompanying Notes to Financial Statements
50

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

R.H. Donnelley Corporation

Ba1

BB+

$

212,192

Term Loan, 6.726%, maturing December 31, 2009

$

204,058

9,534,778

Term Loan, 6.881%, maturing June 30, 2011

9,262,636

Readers Digest

B1

B+

EUR

755,338

Term Loan, 6.013%, maturing March 02, 2014

957,108

$

4,364,063

Term Loan, 7.347%, maturing March 02, 2014

4,047,668

Source Media, Inc.

B1

B

2,938,593

Term Loan, 7.610%, maturing November 08, 2011

2,865,128

Thomas Nelson Publishers

B1

B

2,310,000

Term Loan, 7.632%, maturing June 12, 2012

2,200,275

Thomson Learning

B1

B+

17,250,000

Term Loan, 8.100%, maturing July 05, 2014

16,373,131

Tribune Company

Ba2

BB

1,500,000

Term Loan, 8.360%, maturing May 19, 2014

1,367,579

Valassis Communications, Inc.

Ba2

BB

1,077,050

Term Loan, 7.110%, maturing March 02, 2014

999,861

Wenner Media LLC

Ba3

BB-

857,250

Term Loan, 7.110%, maturing October 02, 2013

831,533

Yell Group PLC

Ba3

BB-

2,000,000

Term Loan, 7.565%, maturing February 10, 2013

2,003,750

EUR

2,000,000

Term Loan, 6.421%, maturing February 27, 2013

2,650,820

130,234,197

Radio and TV Broadcasting: 3.6%

Block Communications, Inc.

Ba1

BB

$

985,000

Term Loan, 7.360%, maturing December 22, 2012

950,525

Citadel Broadcasting Corporation

Ba3

BB-

7,500,000

Term Loan, 6.985%, maturing June 12, 2014

6,950,003

CMP KC, LLC

Caa1

CCC+

1,370,163

Term Loan, 9.375%, maturing May 03, 2011

1,294,804

CMP Susquehanna Corporation

B1

B-

4,962,286

Term Loan, 7.503%, maturing May 05, 2013

4,734,021

Cumulus Media, Inc.

Ba3

B

2,861,333

Term Loan, 7.253%, maturing June 11, 2014

2,796,953

Emmis Communication

B1

B+

1,211,250

Term Loan, 7.360%, maturing November 01, 2013

1,171,884

Local TV Finance, LLC

Ba3

B+

2,900,000

Term Loan, 7.310%, maturing May 07, 2013

2,755,000

Montecito Broadcast Group, LLC

B1

B

1,970,000

Term Loan, 7.859%, maturing January 27, 2013

1,935,525

 

See Accompanying Notes to Financial Statements
51

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: (continued)

Nexstar Broadcasting Group

Ba3

BB-

$

2,263,711

Term Loan, 7.110%, maturing October 01, 2012

$

2,167,504

2,389,827

Term Loan, 7.110%, maturing October 01, 2012

2,288,260

Paxson Communications

B1

CCC+

4,500,000

Term Loan, 8.610%, maturing January 15, 2012

4,387,500

Regent Communications

B1

B+

1,492,500

Term Loan, 7.610%, maturing November 21, 2013

1,455,188

Spanish Broadcasting Systems

B1

B-

3,910,000

Term Loan, 7.110%, maturing June 11, 2012

3,714,500

36,601,667

Retail Stores: 10.1%

Amscan Holdings, Inc.

Ba3

B

1,496,250

Term Loan, 7.631%, maturing May 25, 2013

1,398,994

Burlington Coat Factory

B2

B-

4,903,750

Term Loan, 7.760%, maturing May 28, 2013

4,618,283

CBR Fashion Holding

NR

NR

EUR

500,000

Term Loan, 6.305%, maturing June 14, 2015

647,784

EUR

500,000

Term Loan, 6.555%, maturing June 14, 2016

651,360

Claires Stores, Inc.

B1

B

$

5,000,000

Term Loan, 8.110%, maturing May 29, 2014

4,613,540

Dollar General Corporation

B2

B+

10,000,000

Term Loan, 8.108%, maturing July 06, 2014

9,262,500

Dollar General Corporation

Caa1

CCC+

2,500,000

Term Loan, 8.205%, maturing July 06, 2014

2,239,583

Dollarama Group, L.P

Ba1

BB-

3,413,047

Term Loan, 7.108%, maturing November 18, 2011

3,344,786

General Nutrition Centers, Inc.

B1

B-

3,591,000

Term Loan, 7.610%, maturing September 16, 2013

3,369,554

Harbor Freight Tools USA, Inc.

B1

B+

6,894,239

Term Loan, 7.610%, maturing July 15, 2010

6,629,962

Mapco Express, Inc.

B2

BB-

2,217,272

Term Loan, 8.110%, maturing April 28, 2011

2,161,840

Mattress Firm

B1

B

498,750

Term Loan, 7.610%, maturing January 18, 2014

471,319

Michaels Stores, Inc.

B2

B

13,715,452

Term Loan, 7.625%, maturing October 31, 2013

12,992,936

Nebraska Book Company, Inc.

Ba2

B

2,400,877

Term Loan, 7.830%, maturing March 04, 2011

2,340,855

 

See Accompanying Notes to Financial Statements
52

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Neiman Marcus Group, Inc.

Ba3

B+

$

15,632,911

Term Loan, 7.110%, maturing April 06, 2013

$

15,233,709

Oriental Trading Company, Inc.

B1

BB-

2,475,000

Term Loan, 7.610%, maturing July 31, 2013

2,320,313

Pep Boys

Ba3

B+

493,772

Term Loan, 7.540%, maturing January 27, 2011

485,131

Petco Animal Supplies, Inc.

Ba3

BB-

5,099,375

Term Loan, 7.609%, maturing October 26, 2013

4,946,394

Phones 4U Group, Ltd.

NR

NR

GBP

2,126,866

Term Loan, 8.520%, maturing September 22, 2014

4,022,312

GBP

2,034,161

Term Loan, 9.020%, maturing September 22, 2015

3,863,734

Rite Aid

Ba3

BB-

$

3,000,000

Term Loan, 7.183%, maturing June 04, 2014

2,936,250

Sally Holding, LLC

B2

BB-

3,476,237

Term Loan, 8.006%, maturing November 16, 2013

3,375,482

Samsonite Corporation

Ba3

BB-

1,741,250

Term Loan, 7.610%, maturing December 30, 2013

1,726,014

Sports Authority

B2

B

990,000

Term Loan, 7.610%, maturing May 03, 2013

942,975

Tire Rack, Inc.

B1

BB-

805,472

Term Loan, 7.115%, maturing June 24, 2012

793,390

Toys "R" Us, Inc.

Ba3

B

1,375,000

Term Loan, 9.760%, maturing July 19, 2012

1,363,399

Vivarte

NR

NR

EUR

2,500,000

Term Loan, 6.113%, maturing March 08, 2015

3,142,875

EUR

2,500,000

Term Loan, 6.613%, maturing March 08, 2016

3,155,039

103,050,313

Satellite: 0.6%

Intelsat (Bermuda), Ltd.

B2

B

2,550,000

Term Loan, 7.859%, maturing February 01, 2014

2,484,656

Intelsat Corporation

Ba2

BB

4,216,259

Term Loan, 7.360%, maturing January 03, 2012

4,093,988

6,578,644

Telecommunications Equipment: 1.4%

Macquarie UK Broadcast Ventures, Ltd.

NR

NR

GBP

4,500,000

Term Loan, 8.632%, maturing December 01, 2014

9,051,341

 

See Accompanying Notes to Financial Statements
53

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Telecommunications Equipment: (continued)

Sorenson Communications, Inc.

B1

B

$

5,137,164

Term Loan, 8.000%, maturing August 16, 2014

$

4,931,678

13,983,019

Textiles & Leather: 1.3%

Hanesbrands Inc.

Ba2

BB

2,315,179

Term Loan, 7.132%, maturing September 05, 2013

2,259,832

Iconix Brand Group, Inc.

Ba2

BB-

1,695,750

Term Loan, 7.610%, maturing May 02, 2013

1,627,920

Polymer Group, Inc.

B1

BB

7,387,500

Term Loan, 7.610%, maturing November 22, 2012

7,276,688

St. John Knits International, Inc.

B1

BB

722,091

Term Loan, 8.360%, maturing March 21, 2012

711,259

Targus Group, Inc.

B2

B

1,464,710

Term Loan, 8.870%, maturing November 22, 2012

1,328,004

13,203,703

Utilities: 8.7%

AWG PLC

NR

NR

GBP

1,000,000

Term Loan, 7.961%, maturing October 01, 2011

1,981,162

Boston Generating, LLC

B1

BB-

$

256,593

Revolver, 7.610%, maturing December 20, 2013

248,575

7,106,434

Term Loan, 7.610%, maturing December 20, 2013

6,884,358

1,916,404

Term Loan, 7.610%, maturing December 20, 2013

1,856,516

(2

)

Calpine Corporation

B1

BB-

13,965,000

Debtor In Possession Term Loan, 7.610%, maturing March 29, 2009

13,556,021

Cellnet Technology, Inc.

Ba2

NR

1,299,620

Term Loan, 7.360%, maturing July 22, 2011

1,270,378

Cellnet Technology, Inc.

B2

NR

333,333

Second Lien Term Loan, 9.620%, maturing October 22, 2011

325,000

Coleto Creek WLE, L.P.

B1

BB-

764,331

Term Loan, 8.010%, maturing June 28, 2013

741,401

5,307,062

Term Loan, 8.110%, maturing June 28, 2013

5,147,850

Infrastrux Group, Inc.

B2

B+

5,111,375

Term Loan, 8.815%, maturing November 03, 2012

4,779,136

KGEN LLC

Ba3

BB

937,500

Term Loan, 7.125%, maturing February 05, 2014

897,656

 

See Accompanying Notes to Financial Statements
54

---

ING Prime Rate Trust

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

												Bank Loan Ratings†								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Utilities: (continued)
$	1,554,688							Term Loan, 7.125%, maturing February 05, 2014												$	1,488,613
								Longview Power, LLC				Ba3				BB
	120,000							Term Loan, 1.658%, maturing February 28, 2014													112,550
	800,000							Term Loan, 7.625%, maturing February 28, 2014													750,334
	266,667							Term Loan, 7.625%, maturing February 28, 2014													250,111
								MACH Gen, LLC				B2				B+
	453,125							Term Loan, 7.360%, maturing February 22, 2013													434,056
	4,358,307							Term Loan, 7.500%, maturing February 22, 2014													4,174,897
								NRG Energy, Inc.				Ba1				BB
	13,223,556							Term Loan, 7.110%, maturing February 01, 2013													12,765,453
	8,790,493							Term Loan, 7.110%, maturing February 01, 2013													8,485,964
								NE Energy, Inc.				B1				B+
	792,683							Term Loan, 7.860%, maturing November 01, 2013													774,848
	1,875,600							Term Loan, 7.860%, maturing November 01, 2013													1,833,399
								NE Energy, Inc.				B3				B-
	1,675,000							Second Lien Term Loan, 9.875%, maturing May 01, 2014													1,633,125
								NSG Holdings, LLC				Ba2				BB
	183,673							Term Loan, 6.860%, maturing June 15, 2014													178,163
	1,592,517							Term Loan, 6.860%, maturing June 15, 2014													1,544,741
								Riverside Energy Center, LLC				B1				B
	57,431							Term Loan, 9.670%, maturing June 24, 2010													57,240
	432,363							Term Loan, 9.815%, maturing June 24, 2011													430,922
	704,017							Term Loan, 9.815%, maturing June 24, 2011													701,670
								Thermal North America, Inc.				B1				BB
	1,000,000							Term Loan, 8.110%, maturing October 24, 2008													993,750
								TPF Generation Holdings, LLC				Ba3				BB-
	4,957,665							Term Loan, 7.360%, maturing December 15, 2013													4,756,880
	1,600,000							Term Loan, 7.460%, maturing December 15, 2013													1,535,200
								TPF Generation Holdings, LLC				B3				B-
	1,500,000							Second Lien Term Loan, 9.610%, maturing December 15, 2014													1,443,000
								Viridian Group PLC				NR				NR
GBP	1,080,000							Second Lien Term Loan, 10.358%, maturing March 31, 2013													2,135,300

 

See Accompanying Notes to Financial Statements
55

---

ING Prime Rate Trust

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

Bank Loan Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Utilities: (continued)

EUR

1,072,386

Second Lien Term Loan, 8.234%, maturing March 31, 2013

$

1,426,424

Wolf Hollow I, L.P.

B1

BB-

$

450,000

Revolver, 7.750%, maturing June 22, 2012

409,500

2,122,468

Term Loan, 7.610%, maturing June 22, 2012

1,931,446

1,800,000

Term Loan, 7.750%, maturing June 22, 2012

1,638,000

89,573,639

Total Senior Loans (Cost $2,039,032,572)

1,970,007,919

Other Corporate Debt: 0.5%

Automobile: 0.5%

Avis Budget Car Rental

Ba1

BB-

750,000

Floating Rate Note, 8.058%, maturing May 15, 2014

727,500

Navistar International Corporation

NR

NR

4,950,000

Term Loan, 8.610%, maturing January 19, 2012

4,770,563

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

5,498,063

Equities and Other Assets: 0.1%

 

Description

Market Value USD

(1), (@) , (R)

Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)

107,510

(@) , (R)

Block Vision Holdings Corporation (571 Common Shares)

—

(2), (@) , (R)

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

—

(2), (@) , (R)

Cedar Chemical (Liquidation Interest)

—

(@) , (R)

Covenant Care, Inc. (Warrants for 19,000 Common Shares, Expires January 13, 2005)

—

(@) , (R)

Covenant Care, Inc. (Warrants for 26,901 Common Shares, Expires March 31, 2013)

—

(@) , (R)

Decision One Corporation (1,752,103 Common Shares)

—

(2), (@) , (R)

Electro Mechanical Solutions (Residual Interest in Bankruptcy Estate)

1,112

(2), (@) , (R)

Enterprise Profit Solutions (Liquidation Interest)

—

(@) , (R)

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

—

(4), (@) , (R)

Euro United Corporation (Residual Interest in Bankruptcy Estate)

—

(2), (@) , (R)

Grand Union Company (Residual Interest in Bankruptcy Estate)

—

(@)

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

—

(@) , (R)

IAP Acquisition Corporation (3,524 Common Shares)

—

 

See Accompanying Notes to Financial Statements
56

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ING Prime Rate Trust

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

				Description								Market Value USD
(@) , (R)				IAP Acquisition Corporation (1,084 Common Shares)								$	—
(@) , (R)				IAP Acquisition Corporation (1,814 Common Shares)									—
(@) , (R)				IAP Acquisition Corporation (17,348 Common Shares)									—
(2), (@) , (R)				Imperial Home Décor Group, Inc. (Liquidation Interest)									—
(2), (@) , (R)				Insilco Technologies (Residual Interest in Bankruptcy Estate)									—
(2), (@) , (R)				IT Group, Inc. (Residual Interest in Bankruptcy Estate)									25
(2), (@) , (R)				Kevco Inc. (Residual Interest in Bankruptcy Estate)									25
(2), (@) , (R)				Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)									—
(@) , (R)				Lincoln Pulp and Easten Fine (Residual Interest in Bankruptcy Estate)									—
(2), (@) , (R)				New Piper Aircraft, Inc. (Residual Interest in Bankruptcy Estate)									—
(@) , (R)				Norwood Promotional Products, Inc. (104,148 Common Shares)									—
(@) , (R)				Safelite Realty Corporation (57,804 Common Shares)									976,310
(1), (@) , (R)				Transtar Metals (Residual Interest in Bankruptcy Estate)									—
(1), (@) , (R)				TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)									—
(2), (@) , (R)				US Office Products Company (Residual Interest in Bankruptcy Estate)									—
				Total for Equities and Other Assets (Cost $5,263,041)									1,084,982
				Total Investments in Securities (Cost $2,049,995,613)**					192.7	%		$	1,976,590,964
				Other Assets and Liabilities - Net					(92.7	)			(950,990,489	)
				Net Assets					100.0	%		$	1,025,600,475

 

  *  Senior loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.

  †  Bank Loans rated below Baa are considered to be below investment grade.

  NR  Not Rated

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

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

  (3)  Loan is on non-accrual basis.

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

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

  (@)  Non-income producing security.

  (R)  Restricted security.

  GBP  British Pound Stirling

  EUR  Euro

  SEK  Swedish Kronor

See Accompanying Notes to Financial Statements
57

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ING Prime Rate Trust

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

  **  For Federal Income Tax purposes cost of investments is $2,050,080,912.

    Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation				$	5,203,052
Gross Unrealized Depreciation					(78,693,000	)
Net Unrealized Depreciation				$	(73,489,948	)

 

At August 31, 2007 the following forward foreign currency contracts were outstanding for ING Prime Rate Trust :

Currency				Buy/Sell				Settlement Date				In Exchange For				Value				Unrealized Appreciation/ (Depreciation)
Australian Dollar												USD
AUD 12,300,000				Sell				10/15/07					10,316,453			$	10,039,349			$	277,104
Australian Dollar AUD 7,380,000				Sell				11/15/07					6,265,915				6,017,269				248,646
Australian Dollar AUD 4,920,000				Sell				12/14/07					4,003,650				4,006,610				(2,960	)
Euro EUR 41,250,000				Sell				10/15/07					55,987,049				56,309,883				(322,834	)
Euro EUR 24,750,000				Sell				11/15/07					33,955,394				33,817,589				137,805
Euro EUR 16,500,000				Sell				12/14/07					22,541,805				22,557,500				(15,695	)
British Pound Sterling GBP 11,475,000				Sell				10/15/07					22,989,926				23,119,070				(129,144	)
British Pound Sterling GBP 6,885,000				Sell				11/15/07					13,932,417				13,861,487				70,930
British Pound Sterling GBP 4,590,000				Sell				12/14/07					9,208,137				9,233,376				(25,239	)
Sweden Kronor SEK 22,400,000				Sell				10/15/07					3,275,271				3,255,122				20,149
Sweden Kronor SEK 13,440,000				Sell				11/15/07					1,998,424				1,955,599				42,825
Sweden Kronor SEK 8,960,000				Sell				12/14/07					1,307,336				1,304,890				2,446
												$	185,781,777			$	185,477,744			$	304,033

 

See Accompanying Notes to Financial Statements
58

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ING Prime Rate Trust

JUNE 12, 2007 ANNUAL SHAREHOLDER MEETING

ING Prime Rate Trust, Common Shares

1  To elect eight members of the Board of Trustees to represent the intersets of the holders of Common Shares of the Trust until the election and qualification of their successors.

ING Prime Rate Trust, Preferred Shares

2  To elect two members of the Board of Trustees to represent the interests of the holders of Auction Rate Cumulative Preferred Shares - Series M, T, W, Th and F of the Trust - until the election and qualification of their successors.

				Proposal				Shares voted for				Shares voted against or withheld				Shares abstained				Total Shares Voted
Common				Patricia W. Chadwick					125,652,460.248				1,686,533.408				—				127,338,993.656
Shares				J. Michael Earley					125,680,320.149				1,658,673.507				—				127,338,993.656
Trustees				R. Barbara Gitenstein					125,554,321.201				1,784,672.455				—				127,338,993.656
				Patrick W. Kenny					125,624,782.149				1,714,211.507				—				127,338,993.656
				Shaun P. Mathews					125,485,141.776				1,853,851.880				—				127,338,993.656
				Sheryl K. Pressler					125,507,966.487				1,831,027.169				—				127,338,993.656
				David W.C. Putnam					125,647,586.379				1,691,407.277				—				127,338,993.656
				John G. Turner					125,706,496.163				1,632,497.493				—				127,338,993.656
Preferred
Shares				John V. Boyer					15,655.000				136.000				—				15,791.000
Trustees				Roger B. Vincent					15,653.000				138.000				—				15,791.000

 

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ING Prime Rate Trust

ADDITIONAL INFORMATION

SHAREHOLDER INVESTMENT PROGRAM

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

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

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

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

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

KEY FINANCIAL DATES — CALENDAR 2007 DIVIDENDS:

DECLARATION DATE				EX-DIVIDEND DATE				PAYABLE DATE
January 31				February 8				February 23
February 28				March 8				March 22
March 30				April 5				April 23
April 30				May 8				May 22
May 31				June 7				June 22
June 29				July 6				July 23
July 31				August 8				August 22
August 31				September 6				September 24
September 28				October 5				October 22
October 31				November 8				November 23
November 30				December 6				December 24
December 20				December 27				January 10

 

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

60

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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 August 31, 2007 was 5,161 which does not include approximately 52,608 beneficial owners of shares held in the name of brokers of other nominees.

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust's Forms N-Q are available on the SEC's website at www.sec.gov. The Trust's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Trust by calling Shareholder Services toll-free at 1-800-992-0180.

CERTIFICATIONS

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Trust submitted the Annual CEO Certification on June 19, 2006 certifying that he was not aware, as of that date, of any violation by the Trust of the NYSE's Corporate governance listing standards. In addition, as required by Section 203 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust's principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Trust's disclosure controls and procedures and internal controls over financial reporting.

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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.

PRSAR-UPRT     (0807-102407)

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