Edgar Filing: ING PRIME RATE TRUST

Funds

Third Quarter Report

November 30, 2007

ING Prime Rate Trust

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

ING Prime Rate Trust

THIRD QUARTER REPORT

November 30, 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					57

Additional Information					58

Advisory Contract Approval Discussion					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 NOVEMBER 30, 2007
Net Assets	$	1,014,310,526
Total Assets	$	1,937,437,355
Assets Invested in Senior Loans	$	1,877,025,208
Senior Loans Represented		624
Average Amount Outstanding per Loan	$	3,008,053
Industries Represented		38
Average Loan Amount per Industry	$	49,395,400
Portfolio Turnover Rate (YTD)		51	%
Weighted Average Days to Interest Rate Reset		41
Average Loan Final Maturity		67 months
Total Leverage as a Percentage of Total Assets (including Preferred Shares)		46.56	%

PERFORMANCE SUMMARY

The Trust declared $0.14 of dividends during the third fiscal quarter and $0.42 during the nine months ended November 30, 2007. Based on the average month-end net asset value ("NAV") per share of $7.16 for the quarter and $7.39 for the nine month period, this resulted in an annualized distribution rate of 7.96%^₍₁₎ for the quarter and 7.70%^₍₁₎ for the nine month period. The Trust's total net return for the third fiscal quarter, based on NAV, was 0.97% versus a total gross return on the S&P/LSTA Leveraged Loan Index ("LLI")^₍₂₎ of 1.49% for the same quarter. For the nine months, the Trust's total return, based on NAV, was (3.05)%, versus 0.11% gross return for the LLI. For the year, the Trust's total net return, based on NAV was 0.15% versus 2.40% gross return for the LLI. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the third fiscal quarter was (1.16)% and (5.80)% for the nine months ended November 30, 2007.

MARKET ANALYSIS/UPDATE

After recouping a good portion of the market value losses incurred in the late summer 2007 technical correction, bank loan prices retreated again in the latter part of this fiscal quarter. We believe the recent move down was due to several factors, including continuing volatility in global equity and credit markets, a smaller but still formidable supply of unsold loans (currently held by the large corporate banks) looking to come to market, and the gathering consensus that the U.S. economy is headed for slower growth, if not outright recession. Against that backdrop, senior bank loan investors continued to demand wider credit spreads, both for new issues and secondary purchases. As a result,

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

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

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

buying activity in the senior bank loan market again slowed substantially near the end of the quarter, thereby pushing the average bid for loans to a new low and the average implied yield to maturity to a cyclical high.

The recent pull back in prices, although disappointing, is not entirely unexpected. As we've stated previously, until sufficient clarity emerges in regard to the well-publicized global credit market issues, technical volatility is likely to stay on the high side. The loan market remains subject to the same prevailing headwinds and issues existing, to some degree, across all major capital markets, namely, investor sentiment, shifting liquidity conditions and the prospect of a weakening US economy driven by reduced consumer spending. Importantly, at this point, the fundamental credit profile of the typical loan issuer remains reasonably sound, as illustrated by S&P's trailing 12-month default rate of 0.26% as of November 30, 2007 (a record low). Looking forward, earnings growth will undoubtedly slow, but, in our view, should remain sufficient to generally preserve cash flow and collateral coverage for better-positioned leveraged loan issuers. Default rates will certainly rise from the current lows, but we believe at a measured pace, with problems clustered in the higher risk component of the loan market (e.g., second lien loans), a subset in which the Trust is not meaningfully invested. It's also important to recall that traditional senior loans, like the ones the Trust holds, are secured by the issuer's assets. First-priority secured lending has historically translated into attractive relative recovery rates in the event of a default.

For all the market volatility, there are positive developments that will likely factor into near-term loan market performance. These would include a return to traditional underwriting standards on the part of virtually all originating institutions, and the ongoing, albeit gradual, reduction in the new issue pipeline. Although still excessive given current demand levels, we believe the unsold pipeline of loan transactions still held by the banks will continue to contract, ultimately to levels that appear more manageable relative to future expected demand. As in any other market, equilibrium of supply and demand in the loan market is conducive to positive price momentum and stability.

In light of all of these developments, we are even more convinced that our strategy, which emphasizes investing in the traditional senior bank loan asset class, is well positioned to provide

TOP TEN INDUSTRY SECTORS AS OF NOVEMBER 30, 2007 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Healthcare, Education and Childcare		10.9	%		20.8	%
North American Cable		8.7	%		16.5	%
Printing & Publishing		6.4	%		12.3	%
Retail Stores		5.1	%		9.8	%
Utilities		4.8	%		9.2	%
Data and Internet Services		4.7	%		9.0	%
Chemicals, Plastics & Rubber		4.4	%		8.4	%
Leisure, Amusement, Entertainment		4.2	%		8.0	%
Oil & Gas		3.8	%		7.3	%
Foreign Cable, Foreign TV, Radio and Equipment		3.5	%		6.7	%

TOP TEN SENIOR LOAN ISSUERS AS OF NOVEMBER 30, 2007 AS A PERCENTAGE OF:
	TOTAL ASSETS			NET ASSETS
Charter Communications Operating, LLC		2.9	%		5.6	%
CHS/Community Health Systems, Inc.		2.6	%		5.1	%
Metro-Goldwyn-Mayer, Inc.		2.0	%		3.8	%
Cequel Communications, LLC		1.9	%		3.6	%
HCA, Inc.		1.8	%		3.3	%
Georgia Pacific Corporation		1.7	%		3.3	%
CSC Holdings, Inc.		1.5	%		2.9	%
Sungard Data Systems, Inc.		1.4	%		2.7	%
Univision Communications, Inc.		1.3	%		2.4	%
Idearc, Inc.		1.2	%		2.4	%

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

attractive investor returns. Our portfolios seek to invest in the largest, most liquid names in the market that exhibit the best relative value. We also seek to maintain a high level of diversification. Our team remains focused on the basics: disciplined underwriting and rigorous monitoring. We continue to believe that the current relative value equation for loans remains attractive for both existing and new investors in our strategy, even in an overall investment environment marked with greater volatility.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares. As of November 30, 2007, the Trust had $450 million of "Aaa/AAA⁽³⁾" rated cumulative auction rate preferred shares outstanding, and $452 million of borrowings outstanding under $625 million in available credit facilities. Total leverage, as a percentage of total assets (including preferred shares), was 46.56% 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
January 25, 2008

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

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

	Average Annual Total Returns for the Years Ended November 30, 2007
	1 Year			3 Years			5 Years			10 Years
Based on Net Asset Value (NAV)		0.15	%		5.47	%		7.92	%		4.93	%
Based on Market Value		(1.16	)%		3.12	%		9.23	%		3.37	%
S&P/LSTA Leveraged Loan Index		2.40	%		4.63	%		5.95	%		4.92	%
Credit-Suisse Leveraged Loan Index		2.36	%		5.00	%		6.53	%		5.02	%

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

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

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

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

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

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

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

INDEX DESCRIPTIONS

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

The Credit-Suisse Leveraged Loan Index is an unmanaged index of below investment grade loans designed to mirror the investable universe of the U.S. dollar-denominated leveraged loan market. An investor cannot invest directly in an index.

ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTIONS RATES

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)
November 30, 2007		7.50	%		10.46	%		11.15	%		7.97	%		8.67	%
August 31, 2007		8.25	%		10.92	%		10.18	%		7.53	%		8.44	%
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	%

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

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

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

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

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

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

ING Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of November 30, 2007 (Unaudited)

ASSETS:
Investments in securities at value (Cost $1,956,653,397)	$	1,883,101,588
Foreign currencies at value (Cost $1,825,409)		1,819,814
Receivables:
Investment securities sold		28,328,354
Interest		23,580,179
Other		52,207
Unrealized appreciation on forward foreign currency contracts		492,517
Prepaid expenses		27,528
Prepaid arrangement fees on notes payable		35,168
Total assets		1,937,437,355
LIABILITIES:
Notes payable		452,000,000
Payable for investment purchased		9,451,758
Accrued interest payable		2,220,055
Deferred arrangement fees on senior loans		709,543
Dividends Payable — preferred shares		195,020
Payable to affilates		1,675,707
Payable to custodian		183,174
Payable to custodian due to bank overdraft		3,913,926
Accrued trustees fees		41,175
Unrealized depreciation on forward foreign currency contracts		2,389,911
Other accrued expenses		346,560
Total liabilities		473,126,829
Preferred shares, $25,000 stated value per share at liquidation value (18,000 shares outstanding)		450,000,000
NET ASSETS	$	1,014,310,526
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)	$	6.99
NET ASSETS WERE COMPRISED OF:
Paid-in capital		1,331,881,580
Undistributed net investment income		7,922,011
Accumulated net realized loss on investments		(250,267,749	)
Net unrealized depreciation on investments and foreign currency related transactions		(75,225,316	)
NET ASSETS	$	1,014,310,526

See Accompanying Notes to Financial Statements
7

ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Nine Months Ended November 30, 2007 (Unaudited)

INVESTMENT INCOME:
Interest	$	115,522,168
Arrangement fees earned		451,275
Other		2,429,069
Total investment income		118,402,512
EXPENSES:
Investment Management fees		11,551,105
Administration fees		3,609,720
Transfer agent fees		87,175
Interest expense		17,729,892
Shareholder reporting expense		82,500
Custody and accounting expense		624,797
Professional fees		142,030
Preferred Shares — Dividend disbursing agent fees		903,600
Pricing expense		59,260
ICI fees		2,175
Postage expense		151,650
Trustees fees		55,275
Miscellaneous expense		184,708
Total expenses		35,183,887
Net investment income		83,218,625
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		20,999,192
Foreign currency related transactions		(11,715,291	)
Net realized gain on investments and foreign currency related transactions		9,283,901
Net change in unrealized appreciation or depreciation on :
Investments		(107,575,559	)
Foreign currency related transactions		(1,202,609	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(108,778,168	)
Net realized and unrealized loss on investments and foreign currency related transactions		(99,494,267	)
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income		(17,984,645	)
Net decrease in net assets resulting from operations	$	(34,260,287	)

See Accompanying Notes to Financial Statements
8

ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

	Nine Months Ended November 30, 2007			Year Ended February 28, 2007
FROM OPERATIONS:
Net investment income	$	83,218,625		$	103,083,218
Net realized gain on investments and foreign
currency related transactions		9,283,901			14,599,027
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(108,778,168	)		(6,442,840	)
Distributions to preferred shareholders from net investment income		(17,984,645	)		(22,313,381	)
Net increase (decrease) in net assets resulting from operations		(34,260,287	)		88,926,024
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income		(61,436,063	)		(80,058,346	)
Decrease in net assets from distributions to common shareholders		(61,436,063	)		(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		(95,228,426	)		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 $7,922,011 and $4,124,094, respectively)	$	1,014,310,526		$	1,109,538,952

See Accompanying Notes to Financial Statements
9

ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the nine months ended November 30, 2007 (Unaudited)

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received	$	98,970,459
Facility fees paid		21,760
Dividend paid to preferred shareholder		(18,026,036	)
Arrangement fee paid		626,163
Other income received		2,650,985
Interest paid		(17,121,472	)
Other operating expenses paid		(17,740,269	)
Purchases of securities		(1,111,081,419	)
Proceeds from sale of securities		942,332,394
Net cash used in operating activities	$	(119,367,435	)
Cash Flows From Financing Activities:
Dividends paid to common shareholders		(60,968,139	)
Net paydown of notes payable		171,000,000
Overdraft due to custodian		3,913,926
Net cash provided by financing activities		113,945,787
Net decrease		(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	$	(34,260,287	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:
Change in unrealized appreciation on investments		107,575,559
Change in unrealized appreciation on foreign currencies		7,576
Change in unrealized depreciation on forward currency contracts		1,423,099
Change in unrealized appreciation on other assets and liabilities		(228,066	)
Net accretion of discounts on investments		(5,626,151	)
Net amortization of premiums on investments		278,294
Realized gain on investments and foreign currency related transactions		(9,283,901	)
Purchases of securities		(1,111,081,419	)
Proceeds from sale of securities		942,332,394
Increase in other assets		(6,150	)
Increase in interest receivable		(11,203,852	)
Decrease in prepaid arrangement fees on notes payable		21,760
Decrease in prepaid expenses		13,530
Increase in deferred arrangement fees on senior loans		174,888
Increase in accrued interest payable		608,420
Decrease in dividends payable — preferred shares		(41,391	)
Increase in payable to affiliates		146,307
Increase in accrued trustees fees		10,188
Decrease in other accrued expenses		(228,233	)
Total adjustments		(85,107,148	)
Net cash used in operating activities	$	(119,367,435	)

See Accompanying Notes to Financial Statements
10

ING PRIME RATE TRUST (UNAUDITED) FINANCIAL HIGHLIGHTS

For a common share outstanding throughout the period

	Nine Months Ended November 30,			Years Ended February 28 or February 29,
	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	$	0.57			0.71			0.57			0.45			0.46			0.50
Net realized and unrealized gain (loss) on investments	$	(0.69	)		0.06			0.12			0.16			0.61			(0.47	)
Total from investment operations	$	(0.12	)		0.77			0.69			0.61			1.07			0.03
Distributions to Common Shareholders from net investment income	$	(0.42	)		(0.55	)		(0.46	)		(0.43	)		(0.42	)		(0.45	)
Distribution to Preferred Shareholders	$	(0.12	)		(0.16	)		(0.11	)		(0.05	)		(0.04	)		(0.05	)
Net asset value, end of period	$	6.99			7.65			7.59			7.47			7.34			6.73
Closing market price at end of period	$	6.57			7.40			7.02			7.56			7.84			6.46
Total Investment Return^₍₁₎
Total investment return at closing market price^₍₂₎	%	(5.80	)		13.84			(0.82	)		2.04			28.77			2.53
Total investment return at net asset value^₍₃₎	%	(3.05	)		8.85			8.53			7.70			15.72			0.44
Ratios/Supplemental Data
Net assets end of period (000's)	$	1,014,311			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)	$	452,000			281,000			465,000			496,000			225,000			167,000
Asset coverage per $1,000 of debt^₍₄₎	$	2,124			2,517			2,203			2,140			2,500			2,500
Average borrowings (000's)	$	398,182			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₎	%	1.53			1.57			1.64			1.60			1.45			1.49
Net expenses after expense reimbursement^₍₆₎	%	3.07			3.27			3.02			2.21			1.65			1.81
Gross expenses prior to expense reimbursement^₍₆₎	%	3.07			3.27			3.02			2.22			1.65			1.81
Net investment income^₍₆₎	%	7.27			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₎	%	1.58			1.56			1.58			1.63			1.84			1.82
Net expenses after expense reimbursement^₍₆₎	%	3.18			3.25			2.90			2.26			2.09			2.23
Gross expenses prior to expense reimbursement^₍₆₎	%	3.18			3.25			2.90			2.27			2.09			2.23
Net investment income^₍₆₎	%	7.52			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₎	%	2.17			2.21			2.33			2.29			2.11			2.19
Net expenses after expense reimbursement^₍₆₎	%	4.37			4.62			4.27			3.17			2.40			2.68
Gross expenses prior to expense reimbursement^₍₆₎	%	4.37			4.62			4.27			3.18			2.40			2.68
Net investment income^₍₆₎	%	10.31			9.42			7.71			6.04			6.68			7.33
Portfolio turnover rate	%	51			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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 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 November 30, 2007, 99.77% of total loans were valued based on these procedures. It is expected that most of the loans held by the Trust will continue to be valued with reference to quotations from the independent pricing service or with reference to the proxy procedure described above.

Prices from a pricing source may not be available for all loans and ING Investments, LLC (the "Investment Adviser") or ING Investment Management Co. ("ING IM" or the "Sub-Adviser"), may believe that the price for a loan derived from market quotations or the proxy procedure described above is not reliable or accurate. Among other reasons, this may be the result of information about a particular loan or borrower known to the Investment Adviser or the Sub-Adviser that the Investment Adviser or the Sub-Adviser believes may not be known to the pricing service or reflected in a price quote. In this event, the loan is valued at fair value as determined in good faith under procedures established by the Board and in accordance with the provisions of the 1940 Act. Under these procedures, fair value is determined by the Investment Adviser or Sub-Adviser and monitored by the Board through its Valuation, Brokerage and Proxy Committee.

In fair valuing a loan, consideration is given to several factors, which may include, among others, the following: (i) the characteristics of and fundamental analytical data relating to the loan, including the cost, size, current interest rate, period until the next interest rate reset, maturity and base lending rate of the loan, the terms and conditions of the loan and any related agreements, and the position of the loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral, including the Trust's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower and the cash flow coverage of outstanding principal and interest, based on an evaluation of its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the loan,

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2007 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2007 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 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 nine months ended November 30, 2007, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $1,086,812,259 and $974,214,861, respectively. At November 30, 2007, the Trust held senior loans valued at $1,877,025,208 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.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 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
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
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 $569,992 was 0.1% of net assets at November 30, 2007)		$	5,262,975

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 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 November 30, 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
$	1,276,729			$	398,978			$	1,675,707

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 November 30, 2007, was $452 million. Weighted average interest rate on outstanding borrowings was 5.67%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 23.3% of total assets at November 30, 2007. Average borrowings for the nine months ended November 30, 2007 were $398,181,818 and the average annualized interest rate was 5.93% excluding other fees related to the unused portion of the facilities, and other fees.

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2007 (Unaudited) (continued)

NOTE 6 — COMMITMENTS (continued)

As of November 30, 2007, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Advance Food Co.	$	166,968
Bausch & Lomb, Inc.		400,000
Builders Firstsource, Inc.		1,500,000
Calpine Corp.		2,100,000
Cannery Casino Resorts		1,110,236
Cellular South, Inc.		500,000
Cengage Learning, Inc.		3,333,333
Centaur Gaming		350,877
Coach America Holdings, Inc.		442,989
Coleto Creek Power		5,000,000
Community Health Systems, Inc.		3,526,682
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		1,758,824
Hub International Holdings, Inc.		250,980
Iasis Healthcare Corp.	$	266,614
Inventiv Health, Inc.		57,143
Isle of Capri Casinos, Inc.		1,324,622
Kerasotes Theatres, Inc.		921,930
Las Vegas Sands, LLC		1,600,000
Levana Holding 4 GmbH — Term Loan B		146,170
Levana Holding 4 GmbH — Term Loan C		146,170
Longview Power, LLC		405,333
MEG Energy Corp.		2,320,000
Norwood Promotional Products Holdings, Inc.		680,147
NRG Energy, Inc.		4,963,920
PLY Gem Industries, Inc.		1,250,000
Sturm Foods, Inc.		500,000
Sun Healthcare Group, Inc.		62,069
United Surgical Partners International, Inc.		117,742
Univision Communications		964,934
Valassis Communications, Inc.		320,000
	$	39,341,017

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of November 30, 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 nine month period ended November 30, 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 acquires

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2007 (Unaudited) (continued)

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS (continued)

or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of November 30, 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
	Nine Months Ended November 30, 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:

Nine months ended November 30, 2007		Year ended February 28, 2007
Ordinary Income		Ordinary Income
$	79,420,708	$	102,371,727

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

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 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 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 February year-end funds, the current NAV and this quarterly 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 Funds has analyzed the tax positions of the Funds. 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 November 30, 2007, management of the Funds 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 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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2007 (Unaudited) (continued)

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

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

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2007 (Unaudited) (continued)

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

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 November 30, 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

11/30/07

12/10/07

12/24/07

0.0475

12/20/07

12/31/07

1/10/08

Subsequent to November 30, 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

182.29

12/03/07-01/14/08

12/10/07-01/18/08

12/11/07-01/22/08

Series T

173.76

12/04/07-01/15/08

12/11/07-01/22/08

12/12/07-01/23/08

Series W

176.78

12/05/07-01/16/08

12/12/07-01/23/08

12/13/07-01/24/08

Series Th

179.19

12/06/07-01/17/08

12/13/07-01/24/08

12/14/07-01/25/08

Series F

171.76

12/07/07-01/18/08

12/14/07-01/25/08

12/17/07-01/28/08

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited)

Senior Loans*: 185.1%

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 3.6%

Avio Group

EUR

708,333

Term Loan, 6.222%,

maturing December 13, 2014

1,016,018

556,314

Term Loan, 7.638%,

maturing December 13, 2014

542,058

EUR

708,333

Term Loan, 6.597%,

maturing December 13, 2015

1,021,201

590,346

Term Loan, 8.125%,

maturing December 13, 2015

578,170

Delta Air Lines, Inc.

Ba2

BB-

1,417,500

Term Loan, 7.360%, maturing April 30, 2012

1,350,169

Delta Air Lines, Inc.

2,493,750

Term Loan, 8.082%, maturing April 30, 2012

2,396,671

Dyncorp International, LLC

Ba2

2,169,188

Term Loan, 7.250%,
maturing February 11, 2011

2,055,305

Forgings International, Ltd.

1,224,034

Term Loan, 7.970%,
maturing August 11, 2014

1,224,034

GBP

214,683

Term Loan, 9.138%,

maturing August 11, 2014

441,560

1,317,025

Term Loan, 8.220%,

maturing August 11, 2015

1,317,025

GBP

231,803

Term Loan, 9.388%,

maturing August 11, 2015

476,772

Hawker Beechcraft Acquisition Company, LLC

Ba3

6,779,566

Term Loan, 7.168%,

maturing March 26, 2014

6,509,441

712,208

Term Loan, 7.198%,
maturing March 26, 2014

683,831

Hexcel Corporation

Ba1

BB+

637,969

Term Loan, 6.913%,
maturing March 01, 2012

625,209

McKechnie Aerospace DE, Inc.

Ba3

B+

997,500

Term Loan, 7.200%, maturing May 11, 2014

948,872

Transdigm, Inc.

Ba3

BB-

3,000,000

Term Loan, 7.200%, maturing June 23, 2013

2,938,125

United Airlines, Inc.

BB-

3,487,500

Term Loan, 6.907%,
maturing February 01, 2014

3,325,234

US Airways Group, Inc.

B+

6,200,000

Term Loan, 7.283%,
maturing March 24, 2014

5,809,915

Wesco Aircraft Hardware Corporation

BB-

1,458,750

Term Loan, 7.450%,
maturing September 29, 2013

1,431,398

Wyle Holdings, Inc.

BB-

1,750,418

Term Loan, 7.420%,
maturing January 28, 2011

1,724,162

36,415,170

See Accompanying Notes to Financial Statements
23

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Automobile: 3.5%

Dollar Thrifty Automotive Group, Inc.

748,125

Term Loan, 6.907%, maturing June 15, 2014

725,681

)

Federal-Mogul Corporation

BBB+

1,500,000

Debtor-In-Possession Term Loan, 6.550%,
maturing December 31, 2007

1,494,413

Ford Motor Company

Ba3

B+

1,234,391

Term Loan, 8.700%,
maturing December 15, 2013

1,155,979

Hertz Corporation

Ba1

BB+

4,842,357

Term Loan, 6.442%,
maturing December 21, 2012

4,759,248

1,027,778

Term Loan, 6.988%,
maturing December 21, 2012

1,010,138

KAR Holdings, Inc.

Ba3

B+

4,488,750

Term Loan, 7.450%,
maturing October 20, 2013

4,260,304

Navistar International Corporation

1,800,000

Term Loan, 6.853%,
maturing January 19, 2012

1,750,050

Oshkosh Truck Corporation

Ba3

BBB-

17,775,000

Term Loan, 7.450%,
maturing December 06, 2013

17,189,225

SAF-Holland Group GmbH

1,420,523

Term Loan, 7.072%,
maturing November 30, 2014

1,385,010

1,346,400

Term Loan, 7.572%,
maturing November 30, 2015

1,326,204

35,056,252

Beverage, Food & Tobacco: 4.3%

Advance Food Company

BB-

581,466

Term Loan, 6.950%,
maturing March 16, 2014

549,486

ARAMARK Corporation

Ba3

BB-

1,628,936

Term Loan, 7.198%,
maturing January 26, 2014

1,558,077

16,822,496

Term Loan, 7.198%,
maturing January 26, 2014

16,090,717

2,977,500

Term Loan, 7.198%,
maturing January 26, 2014

2,847,979

B&G Foods, Inc.

Ba2

BB-

706,522

Term Loan, 7.060%,
maturing February 23, 2013

692,391

Birds Eye Foods, Inc.

B+

861,667

Term Loan, 6.950%,
maturing March 22, 2013

819,660

Bolthouse Farms, Inc.

B+

1,960,038

Term Loan, 7.500%,
maturing December 16, 2012

1,931,862

Bumble Bee Foods, LLC

B+

1,200,000

Term Loan, 7.244%, maturing May 02, 2012

1,176,000

See Accompanying Notes to Financial Statements
24

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

Golden State Foods

B+

3,860,000

Term Loan, 6.710%,
maturing February 28, 2011

3,744,200

Iglo Birds Eye

EUR

380,330

Term Loan, 6.550%,
maturing October 27, 2014

547,673

EUR

568,424

Term Loan, 6.550%,
maturing October 27, 2014

818,529

EUR

51,247

Term Loan, 6.475%,
maturing November 30, 2014

73,795

EUR

380,330

Term Loan, 6.925%,
maturing October 27, 2015

547,673

EUR

568,424

Term Loan, 6.925%,
maturing October 27, 2015

822,094

EUR

51,247

Term Loan, 6.850%,
maturing November 30, 2015

74,116

Pinnacle Foods Holding Corporation

5,685,750

Term Loan, 7.948%, maturing April 02, 2014

5,415,677

Sturm Foods, Inc.

2,985,000

Term Loan, 7.563%,
maturing January 31, 2014

2,716,350

United Biscuits

GBP

1,476,692

Term Loan, 8.694%,
maturing December 14, 2014

2,900,584

Van Houtte, Inc.

BB-

658,350

Term Loan, 7.698%, maturing July 19, 2014

641,891

89,775

Term Loan, 7.698%,
maturing January 19, 2015

83,491

44,052,245

Buildings & Real Estate: 3.3%

Capital Automotive, L.P.

Ba1

BB+

9,913,155

Term Loan, 6.470%,
maturing December 16, 2010

9,734,609

Contech Construction Products, Inc.

Ba3

1,720,347

Term Loan, 6.729%,
maturing January 31, 2013

1,651,533

Custom Building Products, Inc.

BB-

4,299,216

Term Loan, 7.072%,
maturing October 29, 2011

4,062,759

Headwaters, Inc.

Ba2

BB+

1,830,256

Term Loan, 6.790%, maturing April 30, 2011

1,791,198

Hearthstone Housing Partners II, LLC

3,594,118

Revolver, 4.643%,
maturing December 01, 2007

3,504,265

John Maneely Company

B+

4,335,484

Term Loan, 8.434%,
maturing December 08, 2013

3,909,679

KCPC Acquisition, Inc.

Ba2

605,776

Term Loan, 7.201%, maturing May 22, 2014

578,517

189,655

Term Loan, 7.438%, maturing May 22, 2014

181,121

See Accompanying Notes to Financial Statements
25

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Buildings & Real Estate: (continued)

LaFarge Roofing

EUR

441,573

Term Loan, 6.425%,
maturing March 31, 2015

548,824

EUR

180,337

Term Loan, 6.425%,
maturing March 31, 2015

224,138

169,425

Term Loan, 7.500%,
maturing March 31, 2015

143,870

EUR

409,551

Term Loan, 6.675%,
maturing March 31, 2016

512,021

EUR

210,674

Term Loan, 6.675%,
maturing March 31, 2016

263,385

171,654

Term Loan, 7.750%,
maturing March 31, 2016

146,621

Nortek, Inc.

Ba2

B+

3,481,059

Term Loan, 7.080%,
maturing August 27, 2011

3,289,601

Ply Gem Industries, Inc.

BB-

178,571

Revolver, 1.555%,
maturing February 12, 2009

167,857

Shea Capital I, LLC

Ba3

BB-

990,000

Term Loan, 7.200%,
maturing October 27, 2011

846,450

Tishman Speyer

Ba2

BB-

1,500,000

Term Loan, 6.420%,
maturing December 27, 2012

1,446,563

33,003,011

Cargo Transport: 2.1%

Baker Tanks, Inc.

1,990,000

Term Loan, 7.103%, maturing May 08, 2014

1,945,225

Dockwise Transport N.V.

1,094,819

Term Loan, 7.573%, maturing April 20, 2015

1,061,427

875,000

Term Loan, 7.573%, maturing April 20, 2015

848,313

875,000

Term Loan, 8.073%, maturing March 31, 2016

852,688

1,094,819

Term Loan, 8.073%, maturing April 20, 2016

1,066,902

Dockwise Transport N.V.

500,000

Term Loan, 9.698%,
maturing September 30, 2016

487,813

560,000

Term Loan, 9.698%,
maturing October 20, 2016

546,350

Gainey Corporation

B-

772,952

Term Loan, 10.716%, maturing April 20, 2012

523,031

Greatwide Logistics Services, Inc.

2,977,500

Term Loan, 8.700%,
maturing December 19, 2013

2,530,875

Inmar, Inc.

572,125

Term Loan, 7.700%, maturing April 30, 2013

554,961

Kenan Advantage Group, Inc.

B+

982,508

Term Loan, 7.948%,
maturing December 16, 2011

957,946

See Accompanying Notes to Financial Statements
26

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Cargo Transport: (continued)

)

Neoplan USA Corporation

1,534,245

)

Term Loan, 11.008%, maturing June 30, 2006

669,429

Railamerica Transportation Corporation

4,200,000

Term Loan, 7.120%,
maturing August 14, 2008

4,126,500

TNT Logistics

Ba2

BB-

723,070

Term Loan, 7.726%,
maturing November 04, 2013

706,078

1,912,679

Term Loan, 8.086%,
maturing November 04, 2013

1,883,988

US Shipping Partners, L.P.

BB-

2,809,479

Term Loan, 8.698%,
maturing March 31, 2012

2,739,242

21,500,768

Cellular: 2.5%

Alltel Communications, Inc.

Ba3

BB-

4,250,000

)

Term Loan, maturing May 16, 2015

4,077,051

Centennial Communications Corporation

Ba2

BB-

10,085,631

Term Loan, 7.190%,
maturing February 09, 2011

9,833,490

Cricket Communications, Inc.

Ba2

B+

5,925,000

Term Loan, 8.198%, maturing June 16, 2013

5,809,676

NTELOS, Inc.

Ba3

BB-

4,333,324

Term Loan, 7.080%,
maturing August 24, 2011

4,270,490

Telepak, Inc./Cellular South

Ba3

B+

1,496,250

Term Loan, 6.631%, maturing May 29, 2014

1,451,363

25,442,070

Chemicals, Plastics & Rubber: 8.4%

AZ Chem US, Inc.

BB-

EUR

757,691

Term Loan, 6.981%,
maturing February 28, 2013

1,009,185

AZ Chem US, Inc.

Caa1

CCC+

333,333

Term Loan, 10.570%,
maturing February 28, 2014

291,111

Borsodchem Nyrt.

EUR

804,394

Term Loan, 6.512%, maturing April 15, 2015

1,133,622

EUR

804,394

Term Loan, 7.236%, maturing April 15, 2016

1,139,509

Brenntag Holding GmbH & Co. KG

B+

3,621,818

Term Loan, 7.387%,
maturing January 17, 2014

3,455,819

1,178,182

Term Loan, 7.387%,
maturing January 17, 2014

1,124,182

Celanese

Ba3

3,200,000

Term Loan, 4.706%, maturing April 02, 2014

3,074,666

6,965,000

Term Loan, 6.979%, maturing April 02, 2014

6,692,202

Cristal Inorganic Chemicals, Inc.

Ba3

BB-

2,900,000

Term Loan, 7.448%, maturing May 15, 2014

2,740,500

See Accompanying Notes to Financial Statements
27

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

			*Bank Loan* *Ratings†*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
		Cristal Inorganic Chemicals, Inc.	B3	CCC+
$	900,000	Term Loan, 10.948%, maturing November 15, 2014			$	799,875
		Flint Group	NR	NR
	936,821	Term Loan, 7.393%, maturing December 31, 2012				887,638
	1,290,100	Term Loan, 7.393%, maturing December 31, 2013				1,229,627
	2,333,333	Term Loan, 7.393%, maturing November 09, 2014				2,210,833
EUR	666,667	Term Loan, 7.002%, maturing December 31, 2014				929,418
$	353,279	Term Loan, 7.393%, maturing December 31, 2014				334,732
		Hawkeye Renewables, LLC	B3	NR
	3,703,125	Term Loan, 9.022%, maturing June 30, 2012				2,710,688
		Hexion Specialty Chemicals, Inc.	Ba3	B+
	2,475,000	Term Loan, 7.188%, maturing May 05, 2013				2,405,391
	1,176,000	Term Loan, 7.374%, maturing May 05, 2013				1,142,925
	997,500	Term Loan, 7.440%, maturing May 05, 2013				969,445
	7,866,767	Term Loan, 7.500%, maturing May 05, 2013				7,645,514
	1,707,511	Term Loan, 7.500%, maturing May 05, 2013				1,659,487
		Huntsman International, LLC	Ba1	BB+
	2,189,584	Term Loan, 6.533%, maturing August 16, 2012				2,152,026
		Ineos US Finance, LLC	Ba3	BB-
	2,316,047	Term Loan, 7.364%, maturing December 16, 2012				2,231,124
	2,883,601	Term Loan, 7.451%, maturing December 16, 2013				2,801,900
	2,882,811	Term Loan, 7.858%, maturing December 23, 2014				2,801,132
		Innophos, Inc.	Ba1	BB-
	903,409	Term Loan, 7.080%, maturing August 13, 2010				888,729
		ISP Chemco, Inc.	Ba3	BB-
	3,491,250	Term Loan, 6.780%, maturing June 04, 2014				3,323,670
		JohnsonDiversey, Inc.	Ba2	BB-
	503,580	Term Loan, 6.878%, maturing December 16, 2010				495,082
	2,612,396	Term Loan, 6.878%, maturing December 16, 2011				2,568,312
		Kraton Polymers, LLC	Ba3	B+
	1,586,460	Term Loan, 7.250%, maturing May 12, 2013				1,519,036
		Lucite International US Finco, Ltd.	Ba3	BB-
	1,035,573	Term Loan, 7.450%, maturing July 07, 2013				1,003,211
	702,934	Term Loan, 7.450%, maturing July 07, 2013				680,967
		MacDermid, Inc.	B1	BB-
EUR	834,138	Term Loan, 6.976%, maturing April 09, 2014				1,184,261
$	1,702,653	Term Loan, 7.198%, maturing April 12, 2014				1,627,098

See Accompanying Notes to Financial Statements
28

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Chemicals, Plastics & Rubber: (continued)

Nalco Company

Ba2

2,190,301

Term Loan, 6.778%,
maturing November 04, 2010

2,155,317

Northeast Biofuels, LLC

B+

1,268,293

Term Loan, 8.448%, maturing June 30, 2013

1,141,463

Polypore, Inc.

Ba3

BB-

3,325,000

Term Loan, 7.060%, maturing July 03, 2014

3,212,781

Rockwood Specialties Group, Inc.

Ba2

BB+

9,775,365

Term Loan, 6.460%,
maturing December 13, 2013

9,416,931

Vertellus Specialties, Inc.

B+

2,345,313

Term Loan, 8.488%,
maturing March 31, 2013

2,333,586

85,122,995

Containers, Packaging & Glass: 5.1%

Berry Plastics Corporation

Ba3

BB-

9,966,209

Term Loan, 6.706%, maturing April 03, 2015

9,353,008

Graham Packaging Company

B+

13,134,000

Term Loan, 7.661%,
maturing October 07, 2011

12,631,217

Graphic Packaging International, Inc.

Ba2

BB-

8,175,739

Term Loan, 7.072%, maturing May 16, 2014

7,945,796

Klockner Pentaplast

EUR

1,500,000

Term Loan, 7.275%,
maturing November 30, 2015

1,858,837

2,000,000

Term Loan, 7.744%,
maturing November 30, 2015

1,730,000

Mauser AG

EUR

625,000

Term Loan, 6.545%, maturing June 13, 2013

800,434

EUR

625,000

Term Loan, 6.795%, maturing June 13, 2014

805,008

842,699

Term Loan, 7.198%, maturing June 13, 2015

737,362

842,699

Term Loan, 7.448%, maturing June 13, 2016

741,575

Owens-Illinois

Ba2

BB+

EUR

2,154,375

Term Loan, 5.639%, maturing April 01, 2008

2,979,824

Pro Mach, Inc.

2,462,500

Term Loan, 7.450%,
maturing December 01, 2011

2,413,250

Smurfit-Stone Container Corporation

Ba2

1,833,535

Term Loan, 7.300%,
maturing November 01, 2011

1,798,296

3,134,526

Term Loan, 7.420%,
maturing November 01, 2011

3,074,283

Tegrant Holding Company

BB-

497,500

Term Loan, 7.880%,
maturing March 08, 2014

453,969

Tegrant Holding Company

Caa2

CCC+

500,000

Term Loan, 10.630%,
maturing March 08, 2015

440,000

Xerium Technologies, Inc.

B+

4,259,213

Term Loan, 7.948%, maturing May 18, 2012

3,950,420

51,713,279

See Accompanying Notes to Financial Statements
29

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: 9.0%

Activant Solutions, Inc.

B+

930,897

Term Loan, 6.953%, maturing May 02, 2013

877,371

Acxiom Corporation

Ba2

1,813,333

Term Loan, 6.475%,
maturing September 15, 2012

1,740,800

Amadeus IT Group, S.A.

EUR

768,581

Term Loan, 6.567%, maturing July 31, 2013

1,067,153

EUR

768,581

Term Loan, 6.817%, maturing July 31, 2013

1,072,267

Audatex

B+

3,233,750

Term Loan, 7.688%, maturing May 16, 2014

3,088,231

Carlson Wagonlit Holdings, B.V.

Ba2

BB-

2,750,000

Term Loan, 7.234%,
maturing August 03, 2012

2,626,250

First Data Corporation

Ba3

BB-

4,496,923

Term Loan, 7.960%,
maturing September 24, 2014

4,266,739

250,000

Term Loan, 7.960%,
maturing September 24, 2014

237,926

2,203,846

Term Loan, 7.960%,
maturing September 30, 2014

2,105,775

Open Text Corporation

Ba3

1,464,285

Term Loan, 7.070%,
maturing October 02, 2013

1,442,321

Orbitz

BB-

10,500,000

Term Loan, 8.198%, maturing July 24, 2014

10,080,000

Reynolds & Reynolds Company

Ba2

10,286,341

Term Loan, 7.198%,
maturing October 26, 2012

9,990,609

Reynolds & Reynolds Company

1,125,000

Term Loan, 10.698%,
maturing October 26, 2013

1,105,313

Sabre, Inc.

B+

15,958,689

Term Loan, 6.960%,
maturing September 30, 2014

14,730,955

Sitel, LLC

BB-

3,893,842

Term Loan, 7.453%,
maturing January 30, 2014

3,543,396

Sungard Data Systems, Inc.

Ba3

28,321,212

Term Loan, 6.898%,
maturing February 28, 2014

27,386,018

Transaction Network Services, Inc.

BB-

2,356,651

Term Loan, 7.479%,
maturing March 28, 2014

2,321,302

Travelport, Inc.

Ba3

BB-

1,445,156

Term Loan, 7.448%,
maturing August 23, 2013

1,378,059

289,971

Term Loan, 7.448%,
maturing August 23, 2013

276,508

997,500

Term Loan, 7.448%, maturing May 23, 2014

948,872

See Accompanying Notes to Financial Statements
30

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Verifone, Inc.

1,063,125

Term Loan, 6.709%,
maturing October 31, 2013

1,044,520

91,330,385

Diversified / Conglomerate Manufacturing: 4.5%

Aearo Technologies, Inc.

1,596,000

Term Loan, 7.448%, maturing June 01, 2014

1,582,535

Aearo Technologies, Inc.

Caa1

B-

1,200,000

Term Loan, 10.698%,
maturing September 24, 2013

1,201,500

Axia, Inc.

B-

1,473,750

Term Loan, 9.950%,
maturing December 21, 2012

1,105,313

BOC Edwards

2,244,375

Term Loan, 7.081%, maturing May 31, 2014

2,064,825

Brand Services, Inc.

2,361,404

Term Loan, 7.482%,
maturing February 07, 2014

2,251,204

1,250,000

)

Term Loan, maturing February 07, 2014

1,225,000

Brand Services, Inc.

Caa1

CCC+

1,600,000

Term Loan, 11.100%,
maturing February 07, 2015

1,524,000

Dresser, Inc.

B+

4,910,577

Term Loan, 7.446%, maturing May 04, 2014

4,717,837

EPD, Inc.

B+

437,500

Term Loan, 7.300%, maturing July 31, 2014

423,646

3,062,500

Term Loan, 7.460%, maturing July 31, 2014

2,965,520

Ferretti S.P.A.

EUR

600,000

Term Loan, 4.715%,
maturing March 31, 2015

847,271

EUR

600,000

Term Loan, 4.715%,
maturing March 31, 2016

851,662

Flextronics International, Ltd.

Ba1

BB+

625,000

Term Loan, 7.455%,
maturing October 15, 2012

613,574

1,359,375

Term Loan, 7.394%,
maturing October 12, 2014

1,332,188

390,625

Term Loan, 7.455%,
maturing October 15, 2014

383,484

Generac Power Systems, Inc.

4,455,000

Term Loan, 7.730%,
maturing November 09, 2013

3,875,053

Gentek Holding Corporation

Ba3

BB-

383,623

Term Loan, 6.660%,
maturing February 28, 2011

380,746

2,139,864

Term Loan, 7.304%,
maturing February 28, 2011

2,123,815

Goodman Global Holdings, Inc.

Ba2

720,714

Term Loan, 6.438%,
maturing December 23, 2011

715,309

See Accompanying Notes to Financial Statements
31

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Itron, Inc.

Ba3

B+

796,000

Term Loan, 7.016%, maturing April 18, 2014

780,329

Mueller Group, Inc.

Ba3

BB+

3,766,786

Term Loan, 6.726%, maturing May 24, 2014

3,600,418

Norcross Safety Products, LLC

Ba1

963,518

Term Loan, 7.319%, maturing June 30, 2012

944,248

Rexnord Corporation/RBS Global, Inc.

Ba2

BB-

2,219,262

Term Loan, 7.495%, maturing July 19, 2013

2,166,555

968,485

Term Loan, 7.642%, maturing July 19, 2013

945,484

Sensata Technologies

Ba3

4,147,500

Term Loan, 6.760%, maturing April 27, 2013

3,949,013

Sensus Metering Systems, Inc.

Ba3

97,174

Term Loan, 6.732%,
maturing December 17, 2010

95,716

1,495,652

Term Loan, 6.980%,
maturing December 17, 2010

1,473,217

Springs Window Fashions, LLC

B+

1,438,087

Term Loan, 8.000%,
maturing December 31, 2012

1,351,801

Textron Fastening Systems

B+

495,000

Term Loan, 8.698%,
maturing August 11, 2013

485,100

45,976,363

Diversified / Conglomerate Service: 4.2%

Affinion Group

Ba2

3,937,668

Term Loan, 7.474%,
maturing October 17, 2012

3,801,492

AlixPartners, LLP

BB-

2,654,938

Term Loan, 7.250%,
maturing October 12, 2013

2,596,861

Brickman Group

Ba3

BB-

1,990,000

Term Loan, 7.198%,
maturing January 23, 2014

1,878,063

Brock Holdings, Inc.

1,492,500

Term Loan, 7.142%,
maturing February 26, 2014

1,449,591

Catalina Marketing Corporation

Ba3

BB-

3,000,000

Term Loan, 8.231%,
maturing November 05, 2013

2,915,625

Coach America Holdings, Inc.

B+

1,719,020

Term Loan, 6.602%, maturing April 20, 2014

1,519,184

442,989

Term Loan, 8.048%, maturing April 20, 2014

391,492

Fleetcor Technologies Operating
Company, LLC

Ba3

B+

580,417

Term Loan, 6.966%, maturing April 30, 2013

554,298

Intergraph Corporation

BB-

1,884,107

Term Loan, 7.074%, maturing May 29, 2014

1,825,229

See Accompanying Notes to Financial Statements
32

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

ISS Global A/S

EUR

877,193

Term Loan, 6.729%,
maturing December 31, 2013

1,246,904

EUR

122,807

Term Loan, 6.729%,
maturing December 31, 2013

174,567

ISTA International GmbH

EUR

1,668,522

Term Loan, 6.344%, maturing June 30, 2015

2,226,704

EUR

331,478

Term Loan, 6.344%, maturing June 30, 2015

442,369

Mitchell International, Inc.

Ba3

B+

447,750

Term Loan, 7.198%,
maturing March 28, 2014

414,169

Mitchell International, Inc.

Caa1

CCC+

250,000

Term Loan, 10.500%,
maturing March 28, 2015

227,500

Valley National Gases, Inc.

Ba3

BB-

1,965,879

Term Loan, 7.371%,
maturing February 28, 2014

1,867,585

Valley National Gases, Inc.

CCC+

250,000

Term Loan, 10.822%,
maturing August 28, 2014

237,500

Valleycrest Companies, LLC

B+

1,986,891

Term Loan, 7.621%,
maturing October 04, 2013

1,924,800

Vertafore, Inc.

3,084,519

Term Loan, 7.515%,
maturing January 31, 2012

2,976,561

West Corporation

BB-

14,454,212

Term Loan, 7.283%,
maturing October 24, 2013

13,835,889

42,506,383

Diversified Nat'l Rsrcs, Precious Metals & Minerals: 3.3%

Georgia Pacific Corporation

Ba2

BB+

34,780,511

Term Loan, 7.370%,
maturing December 20, 2012

33,097,377

33,097,377

Ecological: 0.9%

Allied Waste North America, Inc.

Ba3

BBB-

3,297,953

Term Loan, 6.600%,
maturing January 15, 2012

3,162,474

2,267,891

Term Loan, 6.621%,
maturing January 15, 2012

2,174,726

IESI Corporation

BB+

1,800,000

Term Loan, 6.610%,
maturing January 21, 2012

1,740,375

Synagro Technologies, Inc.

Ba3

BB-

897,750

Term Loan, 6.890%, maturing April 02, 2014

870,818

Synagro Technologies, Inc.

Caa1

B-

485,000

Term Loan, 9.640%,
maturing October 02, 2014

464,388

See Accompanying Notes to Financial Statements
33

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Ecological: (continued)

Wastequip, Inc.

Ba3

BB-

232,065

Term Loan, 7.448%,
maturing February 05, 2013

213,500

715,130

Term Loan, 7.448%,
maturing February 05, 2013

657,920

9,284,201

Electronics: 1.5%

Decision One

1,657,827

Term Loan, 12.000%, maturing April 15, 2010

1,492,044

Euronet Worldwide, Inc.

Ba2

868,421

Term Loan, 7.118%, maturing April 14, 2014

854,309

Freescale Semiconductor, Inc.

Baa3

2,105,807

Term Loan, 7.330%,
maturing December 01, 2013

1,971,562

Infor Global Solutions

B+

EUR

744,375

Term Loan, 7.183%, maturing July 28, 2012

1,024,135

498,750

Term Loan, 7.950%, maturing July 28, 2012

471,319

106,337

Term Loan, 8.950%, maturing July 28, 2012

102,615

203,813

Term Loan, 8.950%, maturing March 02, 2014

196,680

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Term Loan, 10.976%,
maturing March 02, 2014

673,279

Kronos, Inc.

Ba3

B+

2,493,750

Term Loan, 7.448%, maturing June 11, 2014

2,378,414

NXP, B.V.

Ba2

BB-

1,750,000

Floating Rate Note, 7.993%,
maturing October 15, 2013

1,653,750

EUR

1,500,000

Floating Rate Note, 7.482%,
maturing October 15, 2013

1,948,485

ON Semiconductor

Ba1

1,990,000

Term Loan, 6.948%,
maturing September 03, 2013

1,930,300

SI International, Inc.

Ba3

B+

935,996

Term Loan, 7.003%,
maturing February 09, 2011

921,956

15,618,848

Finance: 1.6%

LPL Holdings, Inc.

7,468,734

Term Loan, 7.198%, maturing June 28, 2013

7,169,985

Nuveen Investments, Inc.

Ba3

BB-

2,000,000

Term Loan, 7.724%,
maturing November 09, 2014

1,976,964

Rent-A-Center, Inc.

Ba2

BB+

2,417,650

Term Loan, 7.199%, maturing June 30, 2012

2,316,914

Riskmetrics

Ba3

BB-

1,393,000

Term Loan, 7.448%,
maturing January 11, 2014

1,363,399

TD Ameritrade Holding Corporation

Ba1

3,834,062

Term Loan, 6.320%,
maturing December 31, 2012

3,740,208

16,567,470

See Accompanying Notes to Financial Statements
34

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

Casema Bidco/Serpering Investments, B.V.

EUR

548,444

Term Loan, 6.669%,
maturing November 14, 2014

791,419

EUR

284,889

Term Loan, 6.669%,
maturing November 14, 2014

411,037

EUR

583,333

Term Loan, 7.169%,
maturing November 14, 2014

841,766

EUR

583,333

Term Loan, 7.169%,
maturing November 14, 2015

846,035

EUR

833,333

Term Loan, 7.169%,
maturing November 14, 2015

1,208,427

Com Hem

SEK

8,666,667

Term Loan, 6.668%, maturing April 30, 2015

1,308,806

SEK

8,000,000

Term Loan, 6.793%, maturing April 30, 2015

1,211,258

Levana Holding 4 GmbH

EUR

935,189

Term Loan, 6.186%,
maturing March 02, 2015

1,225,068

EUR

935,189

Term Loan, 6.402%,
maturing March 02, 2016

1,231,912

Numericable/YPSO France SAS

EUR

1,984,549

Term Loan, 6.642%, maturing July 30, 2014

2,775,388

EUR

1,249,580

Term Loan, 6.642%, maturing July 30, 2014

1,747,535

EUR

765,871

Term Loan, 6.642%, maturing July 30, 2014

1,071,069

EUR

1,305,125

Term Loan, 6.892%, maturing July 30, 2014

1,843,303

EUR

694,875

Term Loan, 6.892%, maturing July 30, 2014

981,412

ProSiebenSat.1 Media AG

EUR

122,161

Term Loan, 6.587%, maturing May 09, 2015

160,921

EUR

2,715,121

Term Loan, 6.587%, maturing May 09, 2015

3,665,294

TDF, S.A.

EUR

1,000,000

Term Loan, 6.373%,
maturing January 31, 2015

1,364,070

EUR

1,000,000

Term Loan, 6.625%,
maturing January 31, 2016

1,370,343

UPC Financing Partnership

Ba3

EUR

4,535,928

Term Loan, 6.302%,
maturing December 31, 2014

6,261,800

EUR

4,143,333

Term Loan, 6.302%,
maturing December 31, 2014

5,719,827

EUR

3,722,638

Term Loan, 6.302%,
maturing December 31, 2014

5,139,062

EUR

1,741,434

Term Loan, 6.762%,
maturing December 31, 2014

2,404,031

5,000,000

Term Loan, 7.130%,
maturing December 31, 2014

4,728,125

Virgin Media Investment Holdings, Ltd.

Ba2

GBP

4,715,588

Term Loan, 8.283%,
maturing September 03, 2012

9,232,870

GBP

4,034,412

Term Loan, 8.283%,
maturing September 03, 2012

7,899,164

See Accompanying Notes to Financial Statements
35

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 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

994,382

Term Loan, 8.286%,
maturing December 31, 2012

1,946,947

GBP

505,618

Term Loan, 8.286%,
maturing December 31, 2012

989,973

68,376,862

Gaming: 4.7%

Cannery Casino Resorts, LLC

236,220

Term Loan, 3.209%, maturing May 18, 2013

224,409

1,649,409

Term Loan, 7.199%, maturing May 18, 2013

1,566,939

CCM Merger, Inc.

Ba3

BB-

3,392,722

Term Loan, 7.203%, maturing July 13, 2012

3,290,941

Centaur, LLC

BB-

1,649,123

Term Loan, 8.984%,
maturing October 31, 2012

1,616,140

Fontainebleau Las Vegas, LLC

B+

1,933,333

Term Loan, 8.948%, maturing June 06, 2014

1,827,000

Golden Nugget, Inc.

BB-

954,545

Term Loan, 6.742%, maturing June 30, 2014

909,205

Green Valley Ranch Gaming, LLC

BB-

1,437,955

Term Loan, 7.125%,
maturing February 16, 2014

1,376,841

Green Valley Ranch Gaming, LLC

Caa1

CCC+

750,000

Term Loan, 8.331%,
maturing August 16, 2014

690,000

Greenwood Racing, Inc.

BB-

1,488,750

Term Loan, 7.080%,
maturing November 28, 2011

1,419,895

Isle Of Capri Casinos, Inc.

Ba3

BB+

1,761,747

Term Loan, 6.572%,
maturing November 25, 2013

1,658,244

4,404,367

Term Loan, 6.741%,
maturing November 25, 2013

4,145,610

Las Vegas Sands, LLC

Ba3

6,384,000

Term Loan, 6.950%, maturing May 23, 2014

6,046,663

New World Gaming Partners, Ltd.

Ba3

BB-

3,541,667

Term Loan, 9.000%, maturing June 06, 2014

3,240,625

708,333

Term Loan, 9.000%, maturing June 06, 2014

648,125

Penn National Gaming, Inc.

Ba2

BBB-

5,608,610

Term Loan, 6.713%,
maturing October 03, 2012

5,553,836

Riviera Holdings Corporation

BB-

500,000

Term Loan, 7.200%, maturing June 08, 2014

486,875

Seminole Tribe Of Florida

Baa3

BBB

349,798

Term Loan, 6.703%,
maturing March 05, 2014

343,676

1,169,636

Term Loan, 6.750%,
maturing March 05, 2014

1,149,167

1,180,567

Term Loan, 7.125%,
maturing March 05, 2014

1,159,907

See Accompanying Notes to Financial Statements
36

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Gaming: (continued)

Tropicana Entertainment-Landco

BB-

3,750,000

Term Loan, 7.448%, maturing July 03, 2008

3,637,500

VML US Finance, LLC

BB-

1,600,000

Term Loan, 7.450%, maturing May 26, 2012

1,535,750

3,200,000

Term Loan, 7.450%, maturing May 25, 2013

3,071,501

2,000,000

Term Loan, 7.450%, maturing May 26, 2013

1,919,688

47,518,537

Grocery: 0.1%

Roundys Supermarkets, Inc.

Ba3

B+

1,134,829

Term Loan, 8.460%,
maturing November 03, 2011

1,114,969

1,114,969

Healthcare, Education and Childcare: 20.8%

Accellent, Inc.

BB-

1,965,000

Term Loan, 7.539%,
maturing November 22, 2012

1,842,188

Advanced Medical Optics, Inc.

Ba2

BB-

995,000

Term Loan, 6.857%, maturing April 02, 2014

948,981

AGA Medical Corporation

BB-

1,632,209

Term Loan, 7.170%, maturing April 28, 2013

1,560,800

AMN Healthcare, Inc.

Ba2

BB-

643,009

Term Loan, 6.948%,
maturing November 02, 2011

626,934

Bausch & Lomb, Inc.

BB-

800,000

Term Loan, 8.268%, maturing April 15, 2015

796,950

Capella Healthcare, Inc.

B+

3,608,007

Term Loan, 7.698%,
maturing November 30, 2012

3,531,337

Catalent Pharma Solutions

Ba3

BB-

6,561,333

Term Loan, 7.448%, maturing April 10, 2014

6,257,872

CHG Medical Staffing, Inc.

Ba3

B+

400,000

Term Loan, 7.698%, maturing June 20, 2012

383,000

1,588,000

Term Loan, 7.456%,
maturing December 20, 2012

1,520,510

CHS/Community Health Systems, Inc.

Ba3

53,473,318

Term Loan, 7.331%, maturing July 25, 2014

51,294,868

Concentra Operating Corporation

Ba2

B+

1,995,000

Term Loan, 7.448%, maturing June 25, 2014

1,875,300

CRC Health Corporation

Ba3

BB-

1,456,994

Term Loan, 7.448%,
maturing February 06, 2013

1,413,284

1,481,306

Term Loan, 7.610%,
maturing February 06, 2013

1,436,867

Davita, Inc.

Ba1

BB+

9,999,946

Term Loan, 6.706%,
maturing October 05, 2012

9,644,837

Education Management Corporation

B+

8,256,506

Term Loan, 7.000%, maturing June 01, 2013

7,855,033

See Accompanying Notes to Financial Statements
37

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 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

BB-

2,431,581

Term Loan, 7.450%,
maturing November 16, 2013

2,358,634

EMSC, L.P.

Ba1

3,210,619

Term Loan, 7.706%,
maturing February 10, 2012

3,133,365

Gambro

SEK

2,157,320

Term Loan, 6.805%, maturing June 05, 2014

328,744

SEK

2,193,365

Term Loan, 6.805%, maturing June 05, 2014

334,237

662,291

Term Loan, 7.158%, maturing June 05, 2014

644,906

SEK

2,193,365

Term Loan, 7.305%, maturing June 05, 2015

335,953

SEK

2,157,320

Term Loan, 7.305%, maturing June 05, 2015

330,432

662,291

Term Loan, 7.658%, maturing June 05, 2015

648,218

Gentiva Health Services, Inc.

Ba3

BB-

2,545,946

Term Loan, 7.054%,
maturing March 31, 2013

2,469,567

Golden Gate National Senior Care
Holdings, LLC

Ba3

BB-

1,092,857

Term Loan, 7.559%,
maturing March 14, 2011

1,076,464

Harlan Sprague Dawley, Inc.

BB-

2,531,458

Term Loan, 7.776%, maturing July 11, 2014

2,461,843

Harrington Holdings, Inc.

BB-

2,454,333

Term Loan, 7.448%,
maturing December 31, 2013

2,374,567

HCA, Inc.

Ba3

35,329,786

Term Loan, 7.448%,
maturing November 17, 2013

33,911,083

Health Management Associates, Inc.

Ba2

BB-

6,965,000

Term Loan, 6.943%,
maturing February 28, 2014

6,545,164

Iasis Healthcare, LLC

Ba2

B+

758,824

Term Loan, 5.960%,
maturing March 15, 2014

722,306

2,986,107

Term Loan, 7.066%,
maturing March 15, 2014

2,842,401

273,450

Term Loan, 7.124%,
maturing March 15, 2014

260,290

IM US Holdings, LLC

4,987,500

Term Loan, 7.198%, maturing June 26, 2014

4,794,234

inVentiv Health, Inc.

Ba3

BB-

940,500

Term Loan, 6.560%, maturing July 15, 2014

891,124

Lifepoint Hospitals, Inc.

Ba2

1,821,524

Term Loan, 7.165%, maturing April 15, 2012

1,745,736

Multiplan, Inc.

B+

1,362,071

Term Loan, 7.322%, maturing April 12, 2013

1,321,208

National Mentor, Inc.

B+

1,994,888

Term Loan, 7.200%, maturing June 29, 2013

1,954,990

117,736

Term Loan, 7.320%, maturing June 29, 2013

115,381

See Accompanying Notes to Financial Statements
38

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

			*Bank Loan* *Ratings†*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		Nycomed	NR	NR
EUR	543,619	Term Loan, 7.209%, maturing December 10, 2014			$	727,872
EUR	394,286	Term Loan, 7.209%, maturing December 10, 2014				527,923
EUR	55,762	Term Loan, 7.209%, maturing December 10, 2014				74,662
EUR	87,538	Term Loan, 7.209%, maturing December 10, 2014				117,207
EUR	1,418,795	Term Loan, 7.209%, maturing December 10, 2014				1,899,676
EUR	543,619	Term Loan, 7.709%, maturing December 10, 2014				727,872
EUR	1,418,795	Term Loan, 7.709%, maturing December 10, 2014				1,899,676
EUR	87,538	Term Loan, 7.709%, maturing December 10, 2014				117,207
EUR	55,762	Term Loan, 7.709%, maturing December 10, 2014				74,662
EUR	394,286	Term Loan, 7.709%, maturing December 10, 2014				527,923
		Orthofix International/Colgate Medical	Ba3	BB+
$	1,870,909	Term Loan, 6.950%, maturing September 22, 2013				1,814,782
		Psychiatric Solutions, Inc.	Ba3	BB-
	671,978	Term Loan, 6.782%, maturing July 01, 2012				648,039
		Quintiles Transnational Corporation	B1	BB
	5,004,174	Term Loan, 7.200%, maturing March 31, 2013				4,849,880
		Renal Advantage, Inc.	NR	B+
	3,580,112	Term Loan, 8.098%, maturing October 06, 2012				3,481,659
		Rural/Metro Operating Company, LLC	Ba2	BB-
	519,127	Revolver, 4.660%, maturing March 04, 2011				511,340
	976,470	Term Loan, 7.076%, maturing March 04, 2011				961,823
		Select Medical Corporation	Ba2	BB-
	2,437,500	Term Loan, 7.009%, maturing February 24, 2012				2,323,749
		Sterigenics International, Inc.	B3	BB-
	1,959,310	Term Loan, 7.920%, maturing November 21, 2013				1,890,734
		Stiefel Laboratories, Inc.	B1	BB-
	1,182,875	Term Loan, 7.499%, maturing December 28, 2013				1,151,825
	1,546,500	Term Loan, 7.499%, maturing December 28, 2013				1,505,904
		Sun Healthcare Group, Inc.	Ba2	B+
	77,586	Term Loan, 3.947%, maturing April 12, 2014				74,871
	847,364	Term Loan, 7.106%, maturing April 12, 2014				817,707
	217,241	Term Loan, 7.229%, maturing April 12, 2014				209,638

See Accompanying Notes to Financial Statements
39

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Surgical Care Affiliates, LLC

Ba3

2,992,500

Term Loan, 7.448%,
maturing December 29, 2014

2,756,841

Team Health, Inc.

BB-

2,047,569

Term Loan, 7.347%,
maturing November 23, 2012

1,952,869

United Surgical Partners International, Inc.

Ba3

204,839

Term Loan, 4.986%, maturing April 19, 2014

194,341

1,669,032

Term Loan, 7.381%, maturing April 19, 2014

1,583,494

Vanguard Health Holdings Company II, LLC

Ba3

B+

7,842,995

Term Loan, 7.448%,
maturing September 23, 2011

7,607,705

Viant Holdings, Inc.

Ba3

B+

748,125

Term Loan, 7.448%, maturing June 25, 2014

690,145

VWR International, Inc.

B+

EUR

2,500,000

Term Loan, 7.226%, maturing June 29, 2014

3,462,449

3,500,000

Term Loan, 7.698%, maturing June 29, 2014

3,327,188

211,101,271

Home & Office Furnishings: 1.7%

Buhrmann US, Inc.

Ba2

BB+

1,946,727

Term Loan, 7.342%,
maturing December 23, 2010

1,912,659

Global Garden Products Italy S.P.A.

EUR

1,250,000

Term Loan, 6.539%,
maturing October 19, 2014

1,796,022

EUR

1,250,000

Term Loan, 7.039%,
maturing October 19, 2015

1,805,170

Hilding Anders

SEK

18,071,429

Term Loan, 6.690%,
maturing December 15, 2014

2,720,238

EUR

328,571

Term Loan, 6.999%,
maturing December 15, 2014

465,284

National Bedding Company

2,199,628

Term Loan, 7.149%,
maturing August 31, 2011

2,040,155

Simmons Company

Ba2

BB-

7,166,516

Term Loan, 7.336%,
maturing December 19, 2011

6,868,661

17,608,189

Insurance: 1.8%

AmWINS Group, Inc.

B-

1,995,000

Term Loan, 7.806%, maturing June 08, 2013

1,745,625

Applied Systems, Inc.

B-

1,980,000

Term Loan, 7.425%,
maturing September 26, 2013

1,920,600

Conseco, Inc.

Ba3

B+

6,193,138

Term Loan, 6.809%,
maturing October 10, 2013

5,708,011

Crawford & Company

BB-

2,884,762

Term Loan, 7.450%,
maturing October 30, 2013

2,798,219

See Accompanying Notes to Financial Statements
40

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Insurance: (continued)

Hub International, Ltd.

B+

114,745

Term Loan, 3.241%, maturing June 13, 2014

109,295

1,629,902

Term Loan, 8.203%, maturing June 13, 2014

1,552,482

Swett & Crawford

2,587,000

Term Loan, 7.464%, maturing April 03, 2014

2,431,780

USI Holdings Corporation

1,795,500

Term Loan, 7.950%, maturing May 05, 2014

1,719,191

17,985,203

Leisure, Amusement, Entertainment: 8.0%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

3,201,250

Term Loan, 7.809%, maturing June 08, 2012

3,105,213

Alpha D2, Ltd.

1,714,286

Term Loan, 7.915%,
maturing December 31, 2013

1,661,143

1,285,714

Term Loan, 7.915%,
maturing December 31, 2013

1,245,857

AMF Bowling Worldwide, Inc.

B+

3,117,188

Term Loan, 8.211%, maturing June 10, 2013

2,945,742

Cedar Fair, L.P.

Ba3

7,897,525

Term Loan, 6.822%,
maturing August 30, 2012

7,458,225

Cinemark USA, Inc.

Ba3

3,688,682

Term Loan, 6.663%,
maturing October 05, 2013

3,523,267

HIT Entertainment, Inc.

Ba3

B+

2,598,374

Term Loan, 7.170%,
maturing March 20, 2012

2,481,447

Kerasotes Showplace Theater, LLC

B-

195,000

Revolver, 1.740%,
maturing October 31, 2010

185,250

362,815

Term Loan, 7.125%,
maturing October 31, 2011

356,466

London Arena & Waterfront Finance, LLC

Ba3

788,000

Term Loan, 8.204%,
maturing March 08, 2012

776,180

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

7,853,393

Term Loan, 8.448%, maturing April 08, 2012

7,325,967

33,411,293

Term Loan, 8.448%, maturing April 08, 2012

31,167,424

NEP II, Inc.

4,474,999

Term Loan, 7.448%,
maturing February 16, 2014

4,273,624

Warner Music Group

Ba2

BB-

14,976,937

Term Loan, 7.071%,
maturing February 28, 2011

14,396,581

80,902,386

Lodging: 1.7%

Audio Visual Services Corporation

Ba3

B+

1,000,000

Term Loan, 7.080%,
maturing February 28, 2014

961,250

See Accompanying Notes to Financial Statements
41

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Lodging: (continued)

Hotel Del Coronado

16,400,000

Term Loan, 6.842%,
maturing January 09, 2008

16,400,000

17,361,250

Machinery: 1.7%

Alliance Laundry Systems, LLC

Ba3

B+

2,801,862

Term Loan, 7.637%,
maturing January 27, 2012

2,770,341

Enersys Capital, Inc.

Ba2

4,138,434

Term Loan, 6.761%,
maturing March 17, 2011

4,009,108

Kion Group

EUR

1,250,000

Term Loan, 7.047%,
maturing February 28, 2015

1,766,799

EUR

1,250,000

Term Loan, 7.297%,
maturing February 28, 2016

1,775,947

LN Acquisition Corporation

BB-

136,023

Term Loan, 7.290%, maturing July 11, 2014

133,982

362,841

Term Loan, 7.300%, maturing July 11, 2014

357,398

Maxim Crane Works, L.P.

BB-

2,493,750

Term Loan, 6.800%, maturing July 31, 2014

2,331,656

United Rentals, Inc.

Ba1

BB-

4,517,080

Term Loan, 6.658%,
maturing February 14, 2011

4,415,445

17,560,676

Mining, Steel, Iron & Nonprecious Metals: 1.1%

Continental Alloys & Services, Inc.

498,750

Term Loan, 7.698%, maturing June 15, 2012

493,763

Noranda Aluminum Acquisition Corporation

Ba2

BB-

741,563

Term Loan, 6.910%, maturing May 18, 2014

710,664

Novelis

Ba2

1,246,875

Term Loan, 7.200%, maturing July 06, 2014

1,187,648

2,743,125

Term Loan, 7.200%, maturing July 06, 2014

2,612,827

Oglebay Norton Company

BB-

1,522,779

Term Loan, 7.500%, maturing July 31, 2011

1,499,937

Oxbow Carbon and Minerals Holdings, LLC

BB-

3,202,576

Term Loan, 7.187%, maturing May 08, 2014

3,018,428

281,221

Term Loan, 7.198%, maturing May 08, 2014

265,051

Tube City IMS Corporation

Ba3

1,331,149

Term Loan, 7.448%,
maturing January 25, 2013

1,284,003

162,162

Term Loan, 7.548%,
maturing January 25, 2013

156,419

11,228,740

North American Cable: 16.5%

Atlantic Broadband

1,975,079

Term Loan, 7.450%,
maturing August 10, 2012

1,916,650

See Accompanying Notes to Financial Statements
42

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

North American Cable: (continued)

Bresnan Communications, LLC

BB-

2,750,000

Term Loan, 7.103%,
maturing September 29, 2013

2,631,406

2,246,939

Term Loan, 7.180%, maturing April 30, 2014

2,150,040

Cequel Communications, LLC

BB-

38,815,319

Term Loan, 7.210%,
maturing November 05, 2013

36,415,834

Cequel Communications, LLC

Caa1

B-

525,000

Term Loan, 9.411%, maturing May 05, 2014

496,781

Charter Communications Operating, LLC

B+

60,364,583

Term Loan, 6.990%, maturing March 06, 2014

56,382,815

CSC Holdings, Inc.

Ba2

31,367,798

Term Loan, 6.415%, maturing March 29, 2013

29,806,403

Insight Midwest Holdings, LLC

Ba3

BB-

16,300,000

Term Loan, 7.000%, maturing April 06, 2014

15,800,813

Knology, Inc.

1,995,000

Term Loan, 7.480%, maturing June 30, 2012

1,950,113

Mediacom Broadband, LLC

Ba3

10,808,325

Term Loan, 6.530%,
maturing January 31, 2015

10,221,584

Quebecor Media, Inc.

2,947,500

Term Loan, 7.243%,
maturing January 17, 2013

2,881,181

San Juan Cable, LLC

BB-

1,721,242

Term Loan, 7.620%,
maturing October 31, 2012

1,629,801

WideOpenWest Finance, LLC

B-

5,833,333

Term Loan, 7.540%, maturing June 28, 2014

5,483,333

167,766,754

Oil & Gas: 7.3%

Alon USA

219,444

Term Loan, 7.072%, maturing June 22, 2013

213,410

1,755,556

Term Loan, 7.072%, maturing June 22, 2013

1,707,278

Atlas Pipeline Partners, L.P.

BB-

3,000,000

Term Loan, 7.566%, maturing July 27, 2014

2,977,500

CGGVeritas Services, Inc.

Ba2

BB-

2,142,000

Term Loan, 6.716%,
maturing January 12, 2014

2,099,160

Coffeyville Resources, LLC

Caa1

B-

1,067,105

Term Loan, 8.481%,
maturing December 29, 2010

1,042,428

1,274,894

Term Loan, 8.481%,
maturing December 28, 2013

1,245,412

CR Gas Storage

Ba3

BB-

510,974

Term Loan, 6.408%, maturing May 13, 2011

491,386

320,224

Term Loan, 6.409%, maturing May 12, 2013

307,949

473,935

Term Loan, 7.323%, maturing May 12, 2013

455,768

2,872,582

Term Loan, 7.323%, maturing May 12, 2013

2,762,468

See Accompanying Notes to Financial Statements
43

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

Energy Transfer Company, L.P.

Ba2

10,000,000

Term Loan, 6.648%,
maturing February 08, 2012

9,744,790

Helix Energy Solutions Group, Inc.

BB+

5,134,611

Term Loan, 6.843%, maturing July 01, 2013

5,004,818

Hercules Offshore, LLC

Ba3

2,493,750

Term Loan, 6.990%, maturing July 11, 2013

2,422,990

IFM Holdco

Ba3

BBB

497,500

Term Loan, 7.510%,
maturing February 27, 2012

490,038

Kinder Morgan, Inc.

Ba2

BB-

3,675,348

Term Loan, 6.330%, maturing May 30, 2014

3,499,623

McJunkin Corporation

B+

2,684,375

Term Loan, 8.448%,
maturing January 31, 2013

2,661,727

MEG Energy

Ba3

480,000

Term Loan, 2.275%, maturing April 03, 2013

463,600

2,758,000

Term Loan, 7.200%, maturing April 03, 2013

2,684,224

Pine Prairie Energy Center

B+

497,500

Term Loan, 7.700%,
maturing December 31, 2013

485,063

Semcrude, L.P.

Ba2

6,708,188

Term Loan, 6.780%,
maturing March 01, 2011

6,506,942

SG Resources Mississippi, LLC

BB-

2,500,000

Term Loan, 6.563%,
maturing March 31, 2014

2,437,500

Targa Resources, Inc.

Ba3

B+

5,090,895

Term Loan, 6.920%,
maturing October 31, 2012

5,004,349

1,972,542

Term Loan, 7.168%,
maturing October 31, 2012

1,939,009

Venoco, Inc.

Caa1

3,000,000

Term Loan, 8.938%,
maturing September 20, 2011

2,940,000

Vulcan Energy Corporation

Ba2

4,340,471

Term Loan, 6.379%,
maturing August 12, 2011

4,253,662

Western Refining, Inc.

BB+

10,244,325

Term Loan, 6.559%, maturing May 30, 2014

9,868,696

73,709,790

Other Broadcasting and Entertainment: 2.4%

Deluxe Entertainment Services Group, Inc.

118,110

Term Loan, 5.260%, maturing May 11, 2013

111,024

2,555,362

Term Loan, 7.448%, maturing May 11, 2013

2,402,040

232,039

Term Loan, 7.610%, maturing May 11, 2013

218,117

DirecTV Holdings, LLC

Baa3

BBB-

1,875,716

Term Loan, 6.322%, maturing April 13, 2013

1,857,609

See Accompanying Notes to Financial Statements
44

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Broadcasting and Entertainment: (continued)

VNU

Ba3

B+

20,887,334

Term Loan, 7.059%,
maturing August 09, 2013

19,844,409

24,433,199

Other Telecommunications: 4.4%

Asurion Corporation

B-

15,250,000

Term Loan, 7.878%, maturing July 03, 2014

14,749,617

BCM Ireland Holdings, Ltd.

Ba3

EUR

2,083,333

Term Loan, 6.625%,
maturing September 30, 2014

2,926,826

EUR

2,083,333

Term Loan, 6.875%,
maturing September 30, 2015

2,941,682

Cavalier Telephone

B-

3,144,588

Term Loan, 9.950%,
maturing December 31, 2012

3,034,527

Consolidated Communications

Ba3

1,073,392

Term Loan, 6.948%,
maturing October 14, 2011

1,059,975

Fairpoint Communications, Inc.

BB-

1,111,111

Term Loan, 7.000%,
maturing February 08, 2012

1,102,778

Gabriel Communications

CCC+

498,750

Term Loan, 8.891%, maturing May 31, 2014

487,528

Hargray Communications Group, Inc.

498,750

Term Loan, 7.448%, maturing June 29, 2014

482,541

Hawaiian Telcom Communications, Inc.

Ba3

B-

4,987,500

Term Loan, 7.450%, maturing June 01, 2014

4,740,723

Iowa Telecommunications Services, Inc.

Ba3

BB-

1,500,000

Term Loan, 6.985%,
maturing November 23, 2011

1,459,922

Kentucky Data Link, Inc.

3,976,300

Term Loan, 7.072%,
maturing February 26, 2014

3,876,892

One Communications

B-

2,858,571

Term Loan, 9.750%, maturing June 30, 2012

2,729,936

PAETEC Holding Corporation

Ba3

B-

644,293

Term Loan, 7.322%,
maturing February 28, 2013

630,871

Time Warner Telecom Holdings, Inc.

Ba2

3,195,850

Term Loan, 6.830%,
maturing January 07, 2013

3,073,609

U.S. Telepacific Corporation

CCC+

990,002

Term Loan, 9.381%,
maturing August 04, 2011

981,340

44,278,767

Personal & Nondurable Consumer Products: 4.7%

Advantage Sales And Marketing

B-

3,049,091

Term Loan, 6.897%,
maturing March 29, 2013

2,932,844

See Accompanying Notes to Financial Statements
45

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Bushnell Performance Optics

Ba3

BB-

1,750,000

Term Loan, 8.634%,
maturing August 24, 2013

1,723,750

Fender Musical Instruments Corporation

B+

2,327,500

Term Loan, 7.650%, maturing June 09, 2014

2,147,119

Gibson Guitar Corporation

496,250

Term Loan, 7.698%,
maturing December 29, 2013

486,325

Huish Detergents, Inc.

B+

2,693,250

Term Loan, 7.200%, maturing April 26, 2014

2,422,002

Information Resources, Inc.

Ba2

B+

480,848

Term Loan, 6.746%, maturing May 16, 2014

454,402

Jarden Corporation

Ba3

BB-

2,187,319

Term Loan, 6.948%,
maturing January 24, 2012

2,112,280

8,217,409

Term Loan, 6.948%,
maturing January 24, 2012

7,935,503

KIK Custom Products, Inc.

73,171

Term Loan, 7.460%, maturing May 31, 2014

66,585

426,829

Term Loan, 7.460%, maturing May 31, 2014

388,415

Mega Bloks, Inc.

Ba3

B+

977,500

Term Loan, 7.250%, maturing July 26, 2012

889,525

Natural Products Group, LLC

B+

1,592,141

Term Loan, 7.351%,
maturing March 08, 2014

1,307,546

Norwood Promotional Products

3,291,912

Revolver, 7.925%,
maturing December 31, 2008

3,291,912

4,049,528

Term Loan, 11.875%,
maturing August 17, 2009

4,049,528

12,189,532

(3)

Term Loan, 6.000%,
maturing August 17, 2011

11,214,369

Norwood Promotional Products

1,090,736

Term Loan, 23.894%,
maturing February 15, 2008

1,090,736

Spectrum Brands, Inc.

B-

44,301

Term Loan, 8.716%,
maturing March 30, 2013

42,950

884,034

Term Loan, 9.040%,
maturing March 30, 2013

857,071

Totes Isotoner Corporation

413,542

Term Loan, 7.738%,
maturing January 31, 2013

397,000

Yankee Candle Company, Inc.

Ba3

BB-

3,980,000

Term Loan, 7.200%,
maturing February 06, 2014

3,746,175

47,556,037

See Accompanying Notes to Financial Statements
46

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal, Food & Miscellaneous: 2.5%

Acosta, Inc.

2,962,500

Term Loan, 7.080%, maturing July 28, 2013

2,840,297

Arbys Restaurant Group, Inc.

Ba3

5,370,075

Term Loan, 7.130%, maturing July 25, 2012

5,192,862

Culligan International Company

B+

992,500

Term Loan, 7.278%,
maturing November 24, 2012

895,731

Dennys, Inc.

Ba2

555,000

Term Loan, 7.120%,
maturing March 31, 2012

545,288

1,025,069

Term Loan, 7.232%,
maturing March 31, 2012

1,007,130

Krispy Kreme Doughnut Corporation

396,582

Term Loan, 7.710%,
maturing February 15, 2014

371,795

MD Beauty, Inc.

BB-

2,581,188

Term Loan, 6.910%,
maturing February 18, 2012

2,503,752

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

3,191,953

Term Loan, 7.686%, maturing May 22, 2014

3,004,426

OSI Restaurant Partners, Inc.

BB-

372,420

Term Loan, 7.953%, maturing June 14, 2013

342,068

4,566,261

Term Loan, 7.125%, maturing June 14, 2014

4,194,110

QCE, LLC

2,040,833

Term Loan, 7.450%, maturing May 05, 2013

1,935,957

Reddy Ice Group, Inc.

Ba3

BB-

1,000,000

Term Loan, 6.998%,
maturing August 09, 2012

982,500

Sbarro, Inc.

Ba3

B+

497,500

Term Loan, 7.406%,
maturing January 31, 2014

473,869

Seminole Hard Rock Entertainment

750,000

Term Loan, 8.194%,
maturing March 15, 2014

720,000

U.S. Security Holdings, Inc.

B+

615,625

Term Loan, 7.350%, maturing May 08, 2013

617,164

25,626,949

Printing & Publishing: 12.3%

American Achievement Corporation

Ba2

BB-

558,883

Term Loan, 7.066%,
maturing March 25, 2011

547,705

American Reprographics Company

Ba2

2,784,251

Term Loan, 6.881%, maturing June 18, 2009

2,739,007

Ascend Media Holdings, LLC

952,999

Term Loan, 9.425%,
maturing January 31, 2012

819,579

Black Press, Ltd.

Ba3

BB-

746,111

Term Loan, 7.081%,
maturing August 02, 2013

724,660

1,228,889

Term Loan, 7.081%,
maturing August 02, 2013

1,193,558

See Accompanying Notes to Financial Statements
47

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Canwest Media, Inc.

Ba1

BB-

1,990,000

Term Loan, 7.081%, maturing July 10, 2014

1,935,275

Caribe Information Investments, Inc.

B+

1,807,258

Term Loan, 7.356%,
maturing March 31, 2013

1,748,522

Cenveo Corporation

Ba2

61,759

Term Loan, 6.988%, maturing June 21, 2013

58,864

2,851,278

Term Loan, 6.988%, maturing June 21, 2013

2,717,624

Dex Media West, LLC

Ba1

BB+

5,878,908

Term Loan, 6.834%,
maturing March 09, 2010

5,765,005

Hanley Wood, LLC

2,715,688

Term Loan, 7.488%,
maturing March 08, 2014

2,141,999

Idearc, Inc.

Ba2

BBB-

25,234,437

Term Loan, 7.200%,
maturing November 17, 2014

24,217,893

Intermedia Outdoor, Inc.

1,637,625

Term Loan, 8.198%,
maturing January 31, 2013

1,580,308

Jostens IH Corporation

Ba1

4,110,862

Term Loan, 7.198%,
maturing December 21, 2011

4,049,199

Medimedia USA, Inc.

Ba3

BB-

1,237,500

Term Loan, 7.374%,
maturing October 05, 2013

1,194,188

Merrill Communications, LLC

Ba3

BB-

2,908,966

Term Loan, 7.298%, maturing May 15, 2011

2,807,153

Nelson Canada

Ba3

BB-

4,000,000

Term Loan, 7.698%, maturing July 05, 2014

3,747,500

PagesJaunes Groupe, S.A.

EUR

800,000

Term Loan, 6.500%,
maturing February 28, 2014

1,124,084

PagesJaunes Groupe, S.A.

EUR

600,000

Term Loan, 7.000%,
maturing February 28, 2014

847,576

EUR

600,000

Term Loan, 7.500%,
maturing February 28, 2014

851,967

PBL Media

AUD

24,331,191

Term Loan, 9.537%,
maturing February 05, 2013

20,485,813

Prism Business Media Holdings/
Penton Media, Inc.

BB-

1,691,500

Term Loan, 7.240%,
maturing February 01, 2013

1,566,224

R.H. Donnelley Corporation

Ba1

BB+

8,175,160

Term Loan, 6.892%, maturing June 30, 2011

7,949,206

Readers Digest

B+

EUR

753,445

Term Loan, 6.722%,
maturing March 02, 2014

1,003,531

4,353,152

Term Loan, 7.544%,
maturing March 02, 2014

3,984,950

See Accompanying Notes to Financial Statements
48

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Source Media, Inc.

2,846,878

Term Loan, 7.053%,
maturing November 08, 2011

2,725,885

Thomas Nelson Publishers

2,304,167

Term Loan, 7.388%, maturing June 12, 2012

2,209,120

Thomson Learning

B+

17,250,000

Term Loan, 7.950%, maturing July 05, 2014

16,418,654

Tribune Company

Ba3

498,750

Term Loan, 8.244%, maturing May 19, 2014

435,346

Valassis Communications, Inc.

Ba2

1,024,100

Term Loan, 6.950%,
maturing March 02, 2014

959,454

Wenner Media, LLC

Ba3

BB-

855,000

Term Loan, 6.948%,
maturing October 02, 2013

825,075

Yell Group, PLC

Ba3

BB-

2,000,000

Term Loan, 6.822%,
maturing February 10, 2013

1,980,000

EUR

2,000,000

Term Loan, 6.169%,
maturing February 27, 2013

2,872,008

124,226,932

Radio and TV Broadcasting: 6.5%

Block Communications, Inc.

Ba1

982,500

Term Loan, 7.198%,
maturing December 22, 2012

948,113

Citadel Broadcasting Corporation

Ba3

BB-

9,600,000

Term Loan, 6.662%, maturing June 12, 2014

8,760,000

CMP KC, LLC

1,366,663

Term Loan, 8.688%, maturing May 03, 2011

1,291,496

CMP Susquehanna Corporation

B-

4,949,286

Term Loan, 6.767%, maturing May 05, 2013

4,706,771

Cumulus Media, Inc.

Ba3

2,854,180

Term Loan, 6.700%, maturing June 11, 2014

2,757,851

CW Media Holdings, Inc.

Ba1

B+

2,750,000

Term Loan, 8.499%,
maturing February 15, 2015

2,736,250

Emmis Communication

B+

1,208,222

Term Loan, 7.168%,
maturing November 01, 2013

1,143,280

Local TV Finance, LLC

Ba3

B+

2,892,750

Term Loan, 7.310%, maturing May 07, 2013

2,733,649

Nexstar Broadcasting Group

Ba3

BB-

2,383,746

Term Loan, 6.948%,
maturing October 01, 2012

2,300,315

2,257,521

Term Loan, 6.948%,
maturing October 01, 2012

2,178,508

Nextmedia Operating, Inc.

B+

659,802

Term Loan, 6.660%,
maturing November 15, 2012

618,564

1,484,554

Term Loan, 6.686%,
maturing November 15, 2012

1,391,770

See Accompanying Notes to Financial Statements
49

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Radio and TV Broadcasting: (continued)

Paxson Communications

CCC+

4,500,000

Term Loan, 8.493%,
maturing January 15, 2012

4,342,500

Regent Communications

B+

1,488,750

Term Loan, 7.448%,
maturing November 21, 2013

1,444,088

Spanish Broadcasting Systems

B-

3,900,000

Term Loan, 6.950%, maturing June 11, 2012

3,670,875

Univision Communications, Inc.

Ba3

B+

24,519,751

Term Loan, 7.203%,
maturing September 29, 2014

22,550,521

Univision Communications, Inc.

CCC+

2,250,000

Term Loan, 7.322%, maturing March 29, 2009

2,213,438

65,787,989

Retail Stores: 9.8%

Amscan Holdings, Inc.

1,492,500

Term Loan, 7.488%, maturing May 25, 2013

1,406,681

Burlington Coat Factory

B-

5,787,868

Term Loan, 7.320%, maturing May 28, 2013

5,262,138

CBR Fashion Holding

EUR

500,000

Term Loan, 6.851%, maturing June 14, 2015

702,019

EUR

500,000

Term Loan, 7.101%, maturing June 14, 2016

704,611

Claires Stores, Inc.

B+

4,987,500

Term Loan, 7.948%, maturing May 29, 2014

4,424,850

Dollar General Corporation

B+

12,500,000

Term Loan, 7.710%, maturing July 06, 2014

11,550,788

Dollarama Group, L.P.

Ba1

BB-

3,404,406

Term Loan, 6.710%,
maturing November 18, 2011

3,308,657

General Nutrition Centers, Inc.

B-

3,582,000

Term Loan, 7.480%,
maturing September 16, 2013

3,299,918

Guitar Center, Inc.

B-

5,000,000

Term Loan, 8.170%,
maturing October 09, 2014

4,800,000

Harbor Freight Tools USA, Inc.

B+

6,832,211

Term Loan, 6.852%, maturing July 15, 2010

6,519,070

Mapco Express, Inc.

BB-

2,211,615

Term Loan, 7.740%, maturing April 28, 2011

2,167,383

Mattress Firm

B+

497,503

Term Loan, 7.404%,
maturing January 18, 2014

457,703

Michaels Stores, Inc.

8,690,980

Term Loan, 7.607%,
maturing October 31, 2013

8,011,502

Nebraska Book Company, Inc.

Ba2

2,394,674

Term Loan, 7.650%,
maturing March 04, 2011

2,316,847

Neiman Marcus Group, Inc.

Ba3

BB+

14,299,578

Term Loan, 7.448%, maturing April 06, 2013

13,784,793

See Accompanying Notes to Financial Statements
50

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Oriental Trading Company, Inc.

BB-

2,407,774

Term Loan, 7.208%, maturing July 31, 2013

2,320,493

Petco Animal Supplies, Inc.

Ba3

BB-

5,086,562

Term Loan, 7.328%,
maturing October 26, 2013

4,897,937

Phones 4U Group, Ltd.

GBP

1,615,726

Term Loan, 8.567%,
maturing September 22, 2014

2,986,231

GBP

1,545,301

Term Loan, 9.317%,
maturing September 22, 2015

2,871,962

Rite Aid

Ba3

BB-

5,000,000

Term Loan, 6.457%, maturing June 04, 2014

4,803,125

Sally Holdings, LLC

BB-

3,467,481

Term Loan, 7.519%,
maturing November 16, 2013

3,339,309

Sports Authority

987,500

Term Loan, 7.448%, maturing May 03, 2013

919,609

Tire Rack, Inc.

BB-

773,585

Term Loan, 6.950%, maturing June 24, 2012

763,915

Toys "R" Us, Inc.

BB-

1,368,159

Term Loan, 9.155%, maturing July 19, 2012

1,353,501

Vivarte

EUR

2,500,000

Term Loan, 6.767%, maturing June 28, 2015

3,307,954

EUR

2,500,000

Term Loan, 7.267%, maturing June 28, 2016

3,327,874

99,608,870

Satellite: 0.7%

Intelsat (Bermuda), Ltd.

2,550,000

Unsecured Term Loan, 7.206%,
maturing February 01, 2014

2,502,188

Intelsat Corporation

Ba2

4,205,639

Term Loan, 6.706%,
maturing January 03, 2012

4,114,015

6,616,203

Telecommunications Equipment: 1.4%

Macquarie UK Broadcast Ventures, Ltd.

GBP

4,500,000

Term Loan, 8.195%,
maturing December 01, 2014

8,908,518

Sorenson Communications, Inc.

4,978,529

Term Loan, 7.313%,
maturing August 16, 2014

4,779,388

13,687,906

Textiles & Leather: 1.3%

Hanesbrands, Inc.

Ba2

1,823,925

Term Loan, 6.752%,
maturing September 05, 2013

1,779,239

Iconix Brand Group, Inc.

Ba2

BB-

1,691,500

Term Loan, 7.450%, maturing May 02, 2013

1,615,383

Polymer Group, Inc.

7,249,848

Term Loan, 7.291%,
maturing November 22, 2012

7,195,474

See Accompanying Notes to Financial Statements
51

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Textiles & Leather: (continued)

St. John Knits International, Inc.

722,091

Term Loan, 8.198%,
maturing March 21, 2012

711,259

Targus Group, Inc.

1,460,965

Term Loan, 8.288%,
maturing November 22, 2012

1,348,957

12,650,312

Utilities: 9.2%

Boston Generating, LLC

BB-

256,593

Revolver, 7.573%,
maturing December 20, 2013

247,862

7,088,579

Term Loan, 7.448%,
maturing December 20, 2013

6,847,368

1,916,404

Term Loan, 7.448%,
maturing December 20, 2013

1,851,192

)

Calpine Corporation

BB-

13,930,000

Debtor-In-Possession Term Loan, 7.448%,
maturing March 29, 2009

13,616,575

Cellnet Technology, Inc.

Ba2

1,299,620

Term Loan, 7.200%, maturing July 22, 2011

1,263,068

Cellnet Technology, Inc.

333,333

Term Loan, 9.450%,
maturing October 22, 2011

323,542

Coleto Creek WLE, L.P.

BB-

764,331

Term Loan, 7.948%, maturing June 28, 2013

737,580

5,287,216

Term Loan, 7.948%, maturing June 28, 2013

5,102,163

FirstLight Power Resources, Inc.

BB-

792,683

Term Loan, 7.750%,
maturing November 01, 2013

757,012

1,844,389

Term Loan, 8.090%,
maturing November 01, 2013

1,761,391

FirstLight Power Resources, Inc.

B-

1,675,000

Term Loan, 9.750%, maturing May 01, 2014

1,549,375

Infrastrux Group, Inc.

4,284,818

Term Loan, 9.253%,
maturing November 03, 2012

4,049,153

KGEN, LLC

Ba3

1,550,781

Term Loan, 7.000%,
maturing February 05, 2014

1,480,996

937,500

Term Loan, 7.125%,
maturing February 05, 2014

895,313

Longview Power, LLC

Ba3

528,000

Term Loan, 4.421%,
maturing February 28, 2014

513,480

266,667

Term Loan, 7.500%,
maturing February 28, 2014

259,333

800,000

Term Loan, 8.000%,
maturing February 28, 2014

778,000

See Accompanying Notes to Financial Statements
52

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

			*Bank Loan* *Ratings†*		Market
*Principal Amount*		Borrower/Tranche Description	Moody's	S&P	Value
*Utilities: (continued)*
		MACH Gen, LLC	B2	B+
$	453,125	Term Loan, 7.200%, maturing February 22, 2013			$	431,375
	4,347,357	Term Loan, 7.000%, maturing February 22, 2014				4,138,684
		NRG Energy, Inc.	Ba1	BB
	13,223,556	Term Loan, 6.848%, maturing February 01, 2013				12,631,802
	8,768,461	Term Loan, 6.948%, maturing February 01, 2013				8,376,073
		NSG Holdings, LLC	Ba2	BB
	183,673	Term Loan, 7.210%, maturing June 15, 2014				175,867
	1,588,526	Term Loan, 7.210%, maturing June 15, 2014				1,521,013
		Riverside Energy Center, LLC	B1	B
	57,431	Term Loan, 9.210%, maturing June 24, 2010				57,287
	432,363	Term Loan, 9.210%, maturing June 24, 2011				431,282
	704,017	Term Loan, 9.210%, maturing June 24, 2011				702,257
		Texas Competitive Electric Holdings Company, LLC	Ba3	B+
	6,000,000	Term Loan, 8.396%, maturing October 20, 2014				5,902,500
	1,000,000	Term Loan, 8.396%, maturing October 20, 2014				985,057
		Thermal North America, Inc.	B1	BB
	977,049	Term Loan, 7.950%, maturing October 24, 2008				973,996
		TPF Generation Holdings, LLC	Ba3	BB-
	1,600,000	Term Loan, 7.198%, maturing December 15, 2013				1,542,000
	4,798,571	Term Loan, 7.198%, maturing December 15, 2013				4,624,622
		TPF Generation Holdings, LLC	B3	B-
	1,500,000	Term Loan, 9.448%, maturing December 15, 2014				1,421,250
		Viridian Group PLC	NR	NR
EUR	1,072,386	Term Loan, 8.133%, maturing December 19, 2012				1,508,777
GBP	1,080,000	Term Loan, 9.987%, maturing March 31, 2013				2,097,320
		Wolf Hollow I, L.P.	B1	BB-
$	450,000	Term Loan, 7.018%, maturing June 22, 2012				416,250
	1,800,000	Term Loan, 7.033%, maturing June 22, 2012				1,681,875
	2,116,843	Term Loan, 7.448%, maturing June 22, 2012				1,977,910
						93,630,600
		Total Senior Loans (Cost $1,945,690,372)				1,877,025,208

See Accompanying Notes to Financial Statements
53

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Bank Loan
Ratings†

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Other Corporate Debt: 0.5%

Automobile: 0.5%

Avis Budget Car Rental

Ba1

BB-

750,000

Floating Rate Note, 7.369%,
maturing May 15, 2014

693,750

Navistar International Corporation

4,950,000

Term Loan, 8.234%,
maturing January 19, 2012

4,812,638

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

5,506,388

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

See Accompanying Notes to Financial Statements
54

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

Description

Market
Value USD

(@), (R)

Safelite Realty Corporation (57,804 Common Shares)

462,432

(1), (@), (R)

Transtar Metals (Residual Interest in Bankruptcy Estate)

—

(1), (@), (R)

TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)

—

(2), (@), (R)

US Office Products Company (Residual Interest in
Bankruptcy Estate)

—

Total for Equities and Other Assets
(Cost $5,263,025)

569,992

Total Investments
(Cost $1,956,653,397)**

185.7

1,883,101,588

Other Assets and Liabilities — Net

(85.7

)

(868,791,062

)

Net Assets

100.0

1,014,310,526

* 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.

AUD Australian Dollar

GBP British Pound Stirling

EUR Euro

SEK Swedish Kronor

** For Federal Income Tax purposes cost of investments is $1,956,709,782.
Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation	$	9,084,766
Gross Unrealized Depreciation		(82,692,960	)
Net Unrealized Depreciation	$	(73,608,194	)

See Accompanying Notes to Financial Statements
55

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS REPORT as of November 30, 2007 (Unaudited) (continued)

At November 30, 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 11,700,000	Sell	01/15/08		10,249,399	$	10,302,777	$	(53,378	)
Australian Dollar
AUD 7,020,000	Sell	02/15/08		6,416,764		6,169,549		247,215
Australian Dollar
AUD 4,680,000	Sell	03/14/08		4,086,389		4,104,212		(17,823	)
Euro
EUR 39,550,000	Sell	01/15/08		56,530,015		57,938,273		(1,408,258	)
Euro
EUR 23,730,000	Sell	02/15/08		34,201,481		34,771,665		(570,184	)
Euro
EUR 15,820,000	Sell	03/14/08		23,352,693		23,180,944		171,749
British Pound Sterling
GBP 10,750,000	Sell	01/15/08		21,782,181		22,078,363		(296,182	)
British Pound Sterling
GBP 6,450,000	Sell	02/15/08		13,273,465		13,232,255		41,210
British Pound Sterling
GBP 4,300,000	Sell	03/14/08		8,830,996		8,811,794		19,202
Sweden Kronor
SEK 22,400,000	Sell	01/15/08		3,464,295		3,508,381		(44,086	)
Sweden Kronor
SEK 13,440,000	Sell	02/15/08		2,112,311		2,105,591		6,720
Sweden Kronor
SEK 8,960,000	Sell	03/14/08		1,410,213		1,403,792		6,421
			$	185,710,202	$	187,607,596	$	(1,897,394	)

See Accompanying Notes to Financial Statements
56

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

ING Prime Rate Trust

ADDITIONAL INFORMATION

SHAREHOLDER INVESTMENT PROGRAM

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

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

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

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

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

KEY FINANCIAL DATES — CALENDAR 2007 DIVIDENDS:

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

February 28	March 8	March 22

March 30	April 5	April 23

April 30	May 8	May 22

May 31	June 7	June 22

June 29	July 6	July 23

July 31	August 8	August 22

August 31	September 6	September 24

September 28	October 5	October 22

October 31	November 8	November 23

November 30	December 6	December 24

December 20	December 27	January 10

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

ING Prime Rate Trust

ADDITIONAL INFORMATION (continued)

STOCK DATA

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

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of November 30, 2007 was 5,046 which does not include approximately 61,659 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 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 800-SEC-0330; and is available upon request from the Trust by calling Shareholder Services toll-free at 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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ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)

BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS

Section 15(c) of the Investment Company Act of 1940 (the "1940 Act") provides that, after an initial period, the existing investment advisory and sub-advisory contracts of ING Prime Rate Trust (the "Trust") will remain in effect only if the Board of Trustees (the "Board") of the Trust, including a majority of Board members who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not "interested persons" of the Trust, as such term is defined under the 1940 Act (the "Independent Trustees"), annually review and approve them. Thus, at a meeting held on November 30, 2007, the Board, including a majority of the Independent Trustees, considered whether to renew the investment advisory contract (the "Advisory Contract") between ING Investments, LLC (the "Adviser") and the Trust and the sub-advisory contract (the "Sub-Advisory Contract") with ING Investment Management Co. ("ING IM" or the "Sub-Adviser"), the sub-adviser to the Trust.

The Independent Trustees also held separate meetings on October 10 and November 28, 2007 to consider the renewal of the Advisory Contract and Sub-Advisory Contract. As a result, subsequent references herein to factors considered and determinations made by the Independent Trustees include, as applicable, factors considered and determinations made on those earlier dates by the Independent Trustees.

At its November 30, 2007 meeting, the Board voted to renew the Trust's Advisory and Sub-Advisory Contracts. In reaching this decision, the Board took into account information furnished to it throughout the year at regular meetings of the Board and the Board's committees, as well as information prepared specifically in connection with the annual renewal process. Determinations by the Independent Trustees also took into account various factors that they believed, in light of the legal advice furnished to them by Kirkpatrick & Lockhart Preston Gates Ellis LLP ("K&L Gates"), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Advisory Contract and Sub-Advisory Contract were considered at the same Board meeting, the Trustees considered the Trust's advisory and sub-advisory relationships separately.

Provided below is an overview of the Board's contract approval process in general, as well as a discussion of certain specific factors that the Board considered at its renewal meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its considerations, discussed below are a number of the primary factors relevant to the Board's consideration as to whether to renew the Advisory and Sub-Advisory Contracts for the one-year period ending November 30, 2008. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Trust's advisory and sub-advisory arrangements.

Overview of the Contract Renewal and Approval Process

Several years ago, the Independent Trustees instituted a revised process by which they seek and consider relevant information when they decide whether to approve new or existing advisory and sub-advisory arrangements for the investment companies in the ING Funds complex under their jurisdiction, including the Trust's existing Advisory and Sub-Advisory Contracts. Among other actions, the Independent Trustees: retained the services of independent consultants with experience in the mutual fund industry to assist the Independent Trustees in working with the personnel employed by the Adviser or its affiliates who administer the Trust ("Management") to identify the types of information presented to the Board to inform its deliberations with respect to advisory and sub-advisory relationships and to help evaluate that information; established a specific format in which certain requested information is provided to the Board; and determined the process for reviewing such information in connection with advisory and sub-advisory contract

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ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

renewals and approvals. The end result was an enhanced process which is currently employed by the Independent Trustees to review and analyze information in connection with their annual renewal of the advisory and sub-advisory contracts of the Funds in the ING Funds complex (including the Trust), as well as their review and approval of new advisory relationships.

Since the current renewal and approval process was first implemented, the Board's membership has changed substantially through periodic retirements of some Trustees and the appointment and election of new Trustees. In addition, throughout this period the Independent Trustees have reviewed and refined the renewal and approval process at least annually. The Board also established a Contracts Committee and two Investment Review Committees, including the International/Balanced/Fixed Income Funds Investment Review Committee (the "I/B/F IRC"). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and the Trust is assigned to the I/B/F IRC, which provides oversight regarding, among other matters, investment performance.

The type and format of the information provided to the Board or to legal counsel for the Independent Trustees in connection with the contract approval and renewal process has been codified in the ING Funds' 15(c) Methodology Guide. This Guide was developed under the direction of the Independent Trustees and sets out a blueprint pursuant to which the Independent Trustees request certain information that they deem important to facilitate an informed review in connection with initial and annual approvals of the advisory and sub-advisory contracts for the Funds in the ING Funds complex.

Management provides certain of the information requested by the 15(c) Methodology Guide in Fund Analysis and Comparison Tables ("FACT sheets") prior to the Independent Trustees' review of the Trust's Advisory and Sub-Advisory Contracts. The Independent Trustees previously retained an independent firm to verify and test the accuracy of certain FACT sheet data for a representative sample of Funds in the ING Funds complex. In 2007, the Contracts Committee employed the services of an independent consultant to assist in its review and analysis of, among other matters, the 15(c) Methodology Guide, the content and format of the FACT sheets, and proposed selected peer groups of investment companies ("SPGs") to be used by each Fund in the ING Funds complex (including the Trust) for certain comparison purposes during the renewal process.

As part of an ongoing process, the Contracts Committee recommends or considers recommendations from Management for refinements to the 15(c) Methodology Guide and other aspects of the review process, and the Board's Investment Review Committees review benchmarks used to assess the performance of each Fund in the ING Funds complex. The Investment Review Committees may apply a heightened level of scrutiny in cases where performance has lagged an ING Fund's relevant benchmark and/or SPG.

The Board employed its process for reviewing contracts when considering the renewals of the Trust's Advisory and Sub-Advisory Contracts through November 30, 2008. Set forth below is a discussion of many of the Board's primary considerations and conclusions resulting from this process are discussed below.

Nature, Extent and Quality of Service

In determining whether to approve the Advisory Contract and Sub-Advisory Contract for the Trust for the year ending November 30, 2008, the Independent Trustees received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Trust by the Adviser and ING IM. This included information regarding the Adviser and Sub-Adviser provided throughout the year at regular meetings of the Board and its committees, as well as information furnished in connection with the contract renewal meetings.

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ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 30, 2007 Board meeting included, among other information, the following items: (1) FACT sheets for the Trust that provided information regarding the performance and expenses of the Trust and other similarly managed funds in an SPG, as well as information regarding the Trust's investment portfolio, objectives and strategies; (2) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and SPGs were selected and how profitability was determined; (3) responses from the Adviser and ING IM to a series of questions posed by K&L Gates on behalf of the Trustees; (4) copies of the forms of Advisory Contract and Sub-Advisory Contract; (5) copies of the Forms ADV for the Adviser and ING IM; (6) financial statements for the Adviser and the Sub-Adviser; (7) a draft narrative summary addressing key factors the Board customarily considers in evaluating the renewals of the Advisory and Sub-Advisory Contracts, including a written analysis for the Trust of how performance, fees and expenses compare to its SPG and/or designated benchmarks; (8) independent analyses of the Trust's performance by the Trust's Chief Investment Risk Officer; (9) information regarding net asset flows into and out of the Trust; and (10) other information relevant to the Board's evaluations.

The Trust's common shares were used for purposes of certain comparisons to the funds in its SPG. While the Trust has a preferred class of shares, common shares were selected for comparison purposes because they are publicly traded and are the largest class. The mutual funds included in the Trust's SPG were selected based upon criteria designed to mirror the common shares being compared to the SPG.

In arriving at its conclusions with respect to the Advisory Contract, the Board was mindful of the "manager-of-managers" platform of the ING Funds that has been developed by Management. The Board also considered the techniques that the Adviser has developed, at the Board's direction, to screen and perform due diligence on sub-advisers that are recommended to the Board to manage the portfolios of the Funds in the ING Funds complex. The Board noted the resources that the Adviser has committed to the Board and to the I/B/F IRC to assist the Board and the I/B/F IRC with their assessment of the investment performance of the Trust on an ongoing basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the Board's Investment Review Committees to analyze the key factors underlying investment performance for the Funds in the ING Funds complex.

The Board also noted the techniques used by the Adviser to monitor the performance of ING IM. In considering the Trust's Advisory Contract, the Board also considered the extent of benefits provided to the Trust's shareholders, beyond advisory services, from being part of the ING family of Funds. The Board also took into account the Adviser's efforts in recent years to reduce the expenses of the ING Funds through renegotiated arrangements with the ING Funds' service providers.

Further, the Board received periodic reports showing that the investment policies and restrictions for the Trust were consistently complied with and other periodic reports covering matters such as compliance by Adviser and Sub-Adviser personnel with codes of ethics. The Board considered reports from the Trust's Chief Compliance Officer ("CCO") evaluating whether the regulatory compliance systems and procedures of the Adviser and ING IM are reasonably designed to assure compliance with the federal securities laws, including those related to, among others, late trading and market timing, best execution, fair value pricing, proxy voting and trade allocation practices. The Board also took into account the CCO's annual and periodic reports and recommendations with respect to service provider compliance programs. In this regard, the Board also considered the policies and procedures developed by the CCO in consultation with the Board's Compliance Committee that guide the CCO's compliance oversight function.

ING Prime Rate Trust

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

The Board reviewed the level of staffing, quality and experience of the Trust's portfolio management team. The Board took into account the respective resources and reputations of the Adviser and ING IM, and evaluated the ability of the Adviser and ING IM to attract and retain qualified investment advisory personnel. The Board also considered the adequacy of the resources committed to the Trust (and other relevant Funds in the ING Funds complex) by the Adviser and ING IM, and whether those resources are commensurate with the needs of the Trust and are sufficient to sustain appropriate levels of performance and compliance needs.

Based on their deliberations and the materials presented to them, the Board concluded that the advisory and related services provided by the Adviser and Sub-Adviser are appropriate in light of the Trust's operations, the competitive landscape of the investment company business, and investor needs, and that the nature and quality of the overall services provided by the Adviser and ING IM were appropriate.

Performance

In assessing advisory and sub-advisory relationships, the Board placed emphasis on the net investment returns of the Trust. While the Board considered the performance reports and discussions with portfolio managers at Board and committee meetings during the year, particular attention in assessing performance was given to the FACT sheets furnished in connection with the renewal process. The FACT sheet prepared for the Trust included its investment performance compared to the Trust's Morningstar category median, Lipper category median, SPG and primary benchmark. The Board's findings specific to the Trust's performance are discussed under "Specific Factors Considered," below.

Economies of Scale

When evaluating the reasonableness of advisory fee rates, the Board also considered whether economies of scale will be realized by the Adviser as a Trust grows larger and the extent to which any such economies are reflected in contractual fee rates. In this regard, the Board considered the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints, taking into account that the Trust is a closed-end Fund. In evaluating economies of scale, the Independent Trustees also considered prior periodic management reports and industry information on this topic, and the Independent Trustees who were Board members at that time also considered a November 2006 evaluation and analysis presented to them by an independent consultant regarding fee breakpoint arrangements and economies of scale.

Information Regarding Services to Other Clients

The Board requested and, if received, considered information regarding the nature of services and fee rates offered by the Adviser and the Sub-Adviser to other clients, including other registered investment companies and institutional accounts. The Board also noted that the fee rates charged to the Trust and similar institutional clients may differ materially due to the different services and additional regulatory overlay associated with registered investment companies, such as the Trust.

Fee Rates and Profitability

The Board reviewed and considered the contractual investment advisory fee rate, combined with the administrative fee rate, payable by Trust to the Adviser. The Board also considered the contractual sub-advisory fee rates payable by the Adviser to ING IM for sub-advisory services.

The Board considered the fee structure of the Trust as it relates to the services provided under the contracts and the potential fall-out benefits to the Adviser and Sub-Adviser and their respective affiliates from their association with the Trust. The Board determined that the fees payable to the

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ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

Adviser and ING IM are reasonable for the services that each performs, which were considered in light of the nature and quality of the services that each has performed and is expected to perform.

The Board considered information on revenues, costs and profits realized by the Adviser, which was prepared by Management in accordance with the allocation methodology (including related assumptions) specified in the 15(c) Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to the Trust, the Board took into account the sub-advisory fee rate payable by the Adviser to ING IM. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information provided by ING IM with respect to its profitability.

The Board determined that it had requested and received sufficient information to gain a reasonable understanding regarding the Adviser's and ING IM's profitability. The Board also recognized that profitability analysis is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Management's calculations regarding its costs incurred in establishing the infrastructure necessary for the Trust's operations may not be fully reflected in the expenses allocated to the Trust determining profitability, and that the information presented may not portray all of the costs borne by Management or capture Management's entrepreneurial risk associated with offering and managing a mutual fund complex in the current regulatory and market environment.

Based on the information on revenues, costs, and profitability considered by the Board, and after considering the factors described in this section, as well as any remedial actions requested by the Independent Trustees and agreed to by the Adviser, the Board concluded that the profits, if any, realized by the Adviser and ING IM were not excessive. In making its determinations, the Board based its conclusions on the reasonableness of the sub-advisory fees of the Sub-Adviser primarily on the factors described for the Trust below.

Specific Factors Considered

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 30, 2007 meeting in relation to renewing the Trust's current Advisory Contract and Sub-Advisory Contract for the year ending November 30, 2008. These specific factors are in addition to those considerations discussed above. In each case, the Trust's performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Trust's prospectus. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance. The Trust's management fee and expense ratio were compared to the fees and expense ratios of the funds in its SPG.

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Prime Rate Trust, the Board considered that, based on performance data for the periods ended June 30, 2007: (1) the Trust outperformed its Morningstar category median for all periods presented; (2) the Trust outperformed its primary benchmark for all periods presented with the exception of the most recent calendar quarter, during which it underperformed; and (3) the Trust is ranked in the first (highest) quintile of its Morningstar category for the one-year and three-year periods, the second quintile for the most recent calendar quarter and year-to-date periods, and the third quintile for the five-year period.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Trust, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Trust, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and

ING Prime Rate Trust

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

a 0.25% administration fee) for the Trust is above the median and above the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Trust is above the median and above the average expense ratios of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Trust's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Trust's expense ratio is reasonable in the context of all factors considered by the Board; (3) the Trust's performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Trust for the year ending November 30, 2008. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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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.

PRQR-UPRTQ3 (1107-012508)