Funds

Annual Report

February 29, 2008

ING Prime Rate Trust

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

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ING Prime Rate Trust

ANNUAL REPORT

February 29, 2008

Table of Contents

Portfolio Managers' Report					2
Report of Independent Registered Public Accounting Firm					8
Statement of Assets and Liabilities					9
Statement of Operations					10
Statements of Changes in Net Assets					11
Statement of Cash Flows					12
Financial Highlights					13
Notes to Financial Statements					14
Portfolio of Investments					25
Shareholder Meeting Information					58
Additional Information					59
Tax Information					61
Trustee and Officer Information					62

 

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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 FEBRUARY 29, 2008
Net Assets				$	886,975,904
Total Assets				$	1,687,029,654
Assets Invested in Senior Loans				$	1,643,761,920
Senior Loans Represented					586
Average Amount Outstanding per Loan				$	2,805,054
Industries Represented					38
Average Loan Amount per Industry				$	43,256,893
Portfolio Turnover Rate (YTD)					60	%
Weighted Average Days to Interest Rate Reset					42
Average Loan Final Maturity					64 months
Total Leverage as a Percentage of Total Assets (including Preferred Shares)					46.71	%

 

PERFORMANCE SUMMARY

The Trust declared $0.14 of dividends to common shareholders during the fourth fiscal quarter and $0.56 for the year ended February 29, 2008. Based on the average month-end net asset value ("NAV") per share of $7.15, this resulted in an annualized distribution rate of 8.79%^₍₁₎ for the quarter and 7.95%^₍₁₎ for the year. The Trust's total net return for the fourth fiscal quarter, based on NAV, was (10.55)% versus a total gross return on the S&P/LSTA Leveraged Loan Index ("LLI")^₍₂₎ of (5.37)% for the same quarter. For the year, the Trust's total return, based on NAV, was (13.28)% versus (5.29)% gross return for the LLI. The total market value return (based on full reinvestment of dividends) for the Trust's common shares during the fourth fiscal quarter was (12.15)% and (17.25)% for the year ended February 29, 2008.

MARKET REVIEW

The Trust's fiscal year ended February 29, 2008 marked arguably the most extraordinary and challenging period in recorded loan market history. The early part of the year saw a continuation of a very strong issuer's market, as investor demand for senior loans remained exceptionally robust and credit spreads and default rates compressed to record lows. Beginning in mid-summer, however, global credit markets began to quickly unravel as investors in the mortgage and asset backed securities markets struggled with accelerating losses and plummeting valuations. While the corporate loan market is not directly linked to these securities markets (the Trust has never invested directly in mortgages or mortgage-baked securities), they do share, in part, a common investor

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

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

2

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

base. As a result of this broad reassessment of risk, underlying demand for senior loans fell dramatically, at a time when the visible supply of new loans coming to market hit an all time high. This extreme "technical" dislocation, in concert with falling short-term interest rates and concerns about the outlook for the U.S. economy, had a decidedly negative impact on loan prices (and loan fund NAVs) during the period, even though default rates, while up noticeably from the all-time low of December 2007, have thus far remained below the long-run historical average. Since the end of the fiscal year, loan prices have recovered somewhat, buoyed by a continued (albeit slow-moving) reduction in the supply overhang and improving, but still opportunistic, investor demand for senior secured loans at what many now consider exceptionally attractive yields.

The Trust's performance during this difficult time must be viewed from two perspectives. Total net returns relative to the LLI were negatively impacted by the use of leverage (see below). We continue to believe that the disciplined use of leverage in this asset category is appropriate and accretive to common shareholders under normal market conditions. The velocity of the technical dislocation described above effectively precluded us from materially reducing leverage sufficiently in advance of the contraction in loan prices. Conversely, performance based on asset selection and industry positioning continues to be solid. The Trust did not hold any defaulted loans over the course of the fiscal year ended February 29, 2008 and is, we believe, well positioned to withstand a rising default rate environment. Further, the Trust's long-standing underweight of the generally riskier component of the loan asset category (e.g., second lien loans) has proved beneficial to recent asset-level performance, as has a continual underweight of problematic industry sectors (e.g. autos and real estate). As loan investors look to increasingly factor in a more challenging fundamental credit landscape, better quality non-investment grade loans have begun to outperform the broader market. We expect that trend to continue.

USE OF LEVERAGE

The Trust utilizes financial leverage to seek to increase the yield to the holders of common shares while maintaining the appropriate credit standards. Using leverage for investment purposes involves borrowing at a floating short-term rate, and investing those proceeds at a higher floating rate. Unlike traditional fixed income asset classes, using leverage in the floating rate

TOP TEN SENIOR LOAN ISSUERS AS OF FEBRUARY 29, 2008 AS A PERCENTAGE OF:
				TOTAL ASSETS				NET ASSETS
Charter Communications Operating, LLC					3.2	%			6.0	%
CHS/Community Health Systems, Inc.					2.9	%			5.4	%
Metro-Goldwyn-Mayer, Inc.					2.0	%			3.9	%
Cequel Communications, LLC					2.0	%			3.7	%
HCA, Inc.					1.9	%			3.7	%
Georgia Pacific Corporation					1.9	%			3.6	%
CSC Holdings, Inc.					1.7	%			3.3	%
Sungard Data Systems, Inc.					1.6	%			3.0	%
UPC Financing Partnership					1.4	%			2.6	%
Univision Communications, Inc.					1.3	%			2.6	%

 

TOP TEN INDUSTRY SECTORS AS OF FEBRUARY 29, 2008 AS A PERCENTAGE OF:
				TOTAL ASSETS				NET ASSETS
Healthcare, Education and Childcare					11.6	%			22.0	%
North American Cable					9.0	%			17.1	%
Printing & Publishing					6.2	%			11.8	%
Retail Stores					5.4	%			10.2	%
Utilities					5.0	%			9.4	%
Data and Internet Services					4.9	%			9.4	%
Leisure, Amusement, Entertainment					4.3	%			8.1	%
Chemicals, Plastics & Rubber					4.3	%			8.1	%
Foreign Cable, Foreign TV, Radio and Equipment					3.8	%			7.1	%
Oil & Gas					3.6	%			6.8	%

 

3

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

senior loan asset class should not expose investors to the same degree of risk from rising short-term interest rates, as the income produced from the Trust's loan investments will adjust in a fashion consistent with the Trust's borrowing costs. The use of leverage can, however, magnify the erosion of the Trust's net asset value in declining markets. As of February 29, 2008, the Trust had $450 million of "Aaa/AAA^₍₃₎" rated cumulative auction rate preferred shares outstanding, and $338 million of borrowings outstanding under $550 million in available credit facilities. Total leverage, as a percentage of total assets (including preferred shares), was 46.71% at period end.

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

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

We are very sensitive to the effects recent auction failures are having on holders of the Trust's auction rate preferred shares. We are closely monitoring the situation and are evaluating potential options to restore liquidity to and/or provide additional refinancing options in the context of regulatory guidelines, as well as the economic and tax implications for both common and preferred shareholders. We are also working with industry groups that are exploring with regulators various methods to try to provide liquidity to preferred shares of closed-end funds. There can be no assurance that any means for liquidity will be identified, and if they are, it is possible that the Trust's leverage or its benefits from leverage will diminish.

OUTLOOK

Looking forward, although decent progress has been made in mending the technical imbalance largely responsible for recent loan market woes, we believe substantial headwinds still exist. Global credit markets have not yet returned to full functionality, and most credit investors still envision further write-downs coming from the corporate banking ranks as weaker economic conditions take hold of both the consumer and corporate markets. However, we also believe that

^₍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.

4

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

the recent actions taken by the Federal Reserve to aggressively infuse liquidity into the U.S financial system have not only had an immediate positive psychological impact on investor sentiment, but will provide the foundation for improved credit conditions longer-term. Specific to the senior loan market, we remain of the opinion that, given time, the still present technical imbalance will eventually subside and thus provide a natural catalyst to higher loan prices, even if default rates continue to moderately increase. We also believe that our strategy of investing primarily in the better quality and most liquid non-investment grade bank loans, combined with rigorous ongoing monitoring, has the potential to continue our favorable default experience. Recall that, absent a loss associated with a default, senior bank loans pay off at par, which would provide investors the opportunity to, over time, recapture price declines and price discounts. Investors looking to capitalize on that favorable total return opportunity must have a reasonable risk tolerance and a sufficiently long investment horizon.

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

 

ING Prime Rate Trust
April 11, 2008

5

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

				Average Annual Total Returns for the Years Ended February 29, 2008
				1 Year				3 Years				5 Years				10 Years
Based on Net Asset Value (NAV)					(13.28	)%			0.81	%			5.01	%			3.57	%
Based on Market Value					(17.25	)%			(2.24	)%			4.19	%			1.73	%
S&P/LSTA Leveraged Loan Index					(5.29	)%			2.27	%			4.20	%			4.13	%
Credit-Suisse Leveraged Loan Index					(5.13	)%			2.64	%			4.70	%			4.29	%

 

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.

6

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ING Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTION RATES

Quarter Ended				Prime Rate				NAV 30-day SEC Yield(A)				Mkt. 30-Day SEC Yield(A)				Annualized Dist. Rate @ NAV(B)				Annualized Dist. Rate @ Mkt.(B)
February 29, 2008					6.00	%			10.99	%			11.93	%			9.03	%			9.79	%
November 30, 2007					7.50	%			10.46	%			11.15	%			7.97	%			8.67	%
August 31, 2007					8.25	%			10.92	%			10.18	%			7.53	%			8.44	%
May 31, 2007					8.25	%			9.89	%			9.81	%			7.38	%			7.52	%

 

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

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

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

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

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

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

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ING Prime Rate Trust

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees
ING Prime Rate Trust

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of ING Prime Rate Trust, as of February 29, 2008, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ING Prime Rate Trust as of February 29, 2008, the results of its operations and its cash flows, the changes in its net assets, and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
April 29, 2008

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ING Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of February 29, 2008

ASSETS:
Investments in securities at value (Cost $1,842,102,096)				$	1,649,661,151
Cash					11,689,975
Foreign currencies at value (Cost $1,255,057)					1,229,556
Receivables:
Investment securities sold					5,964,084
Interest					17,855,736
Other					42,419
Unrealized appreciation on forward foreign currency contracts					541,323
Prepaid expenses					20,512
Prepaid facility fees on notes payable					24,898
Total assets					1,687,029,654
LIABILITIES:
Notes payable					338,000,000
Payable for investment securities purchased					1,853,668
Accrued interest payable					1,359,855
Deferred arrangement fees on revolving credit facilities					698,810
Dividends payable — preferred shares					163,114
Payable to affilates					1,386,655
Payable to custodian					75,458
Accrued trustees fees					44,563
Unrealized depreciation on forward foreign currency contracts					3,550,376
Unrealized depreciation on unfunded commitments					2,210,079
Other accrued expenses					711,172
Total liabilities					350,053,750
Preferred shares, $25,000 stated value per share at liquidation value (18,000 shares outstanding)					450,000,000
NET ASSETS				$	886,975,904
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)				$	6.11
NET ASSETS WERE COMPRISED OF:
Paid-in capital				$	1,312,128,054
Undistributed net investment income					390,926
Accumulated net realized loss on investments and foreign currency related transactions					(228,096,961	)
Net unrealized depreciation on investments and foreign currency related transactions					(197,446,115	)
NET ASSETS				$	886,975,904

 

See Accompanying Notes to Financial Statements
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ING Prime Rate Trust

STATEMENT OF OPERATIONS for the Year Ended February 29, 2008

INVESTMENT INCOME:
Interest				$	150,101,644
Arrangement fees earned					578,747
Other					3,073,112
Total investment income					153,753,503
EXPENSES:
Investment management fees					15,097,475
Administration fees					4,717,961
Transfer agent fees					101,022
Interest expense					22,536,395
Shareholder reporting expense					179,800
Custody and accounting expense					834,097
Professional fees					235,190
Preferred shares — dividend disbursing agent fees					1,148,193
ICI fees					2,949
Postage expense					218,050
Trustees fees					72,377
Miscellaneous expense					417,806
Total expenses					45,561,315
Net investment income					108,192,188
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments					17,974,664
Foreign currency related transactions					(12,901,195	)
Net realized gain on investments and foreign currency related transactions					5,073,469
Net change in unrealized appreciation or depreciation on:
Investments					(226,464,695	)
Foreign currency related transactions					(2,324,193	)
Unfunded commitments					(2,210,079	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions					(230,998,967	)
Net realized and unrealized loss on investments and foreign currency related transactions					(225,925,498	)
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS:
From net investment income					(23,475,824	)
Net decrease in net assets resulting from operations				$	(141,209,134	)

 

See Accompanying Notes to Financial Statements
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ING Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS

				Year Ended February 29, 2008				Year Ended February 28, 2007
FROM OPERATIONS:
Net investment income				$	108,192,188			$	103,083,218
Net realized gain on investments and foreign currency related transactions					5,073,469				14,599,027
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions					(230,998,967	)			(6,442,840	)
Distributions to preferred shareholders from net investment income					(23,475,824	)			(22,313,381	)
Net increase (decrease) in net assets resulting from operations					(141,209,134	)			88,926,024
FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income					(81,821,838	)			(80,058,346	)
Decrease in net assets from distributions to common shareholders					(81,821,838	)			(80,058,346	)
CAPITAL SHARE TRANSACTIONS:
Reinvestment of distributions from common shares					450,139				—
Proceeds from shares sold					17,785				—
Net increase from capital share transactions					467,924				—
Net increase (decrease) in net assets					(222,563,048	)			8,867,678
NET ASSETS:
Beginning of year					1,109,538,952				1,100,671,274
End of year (including undistributed net investment income of $390,926 and $4,124,094, respectively)				$	886,975,904			$	1,109,538,952

 

See Accompanying Notes to Financial Statements
11

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ING Prime Rate Trust

STATEMENT OF CASH FLOWS for the Year Ended February 29, 2008

INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities:
Interest received				$	138,197,551
Facility fees received					32,030
Dividend paid to preferred shareholder					(23,549,121	)
Arrangement fee received					742,902
Other income received					3,314,797
Interest paid					(22,788,174	)
Other operating expenses paid					(23,104,880	)
Purchases of securities					(1,168,747,773	)
Proceeds on sale of securities					1,126,524,909
Net cash provided by operating activities					30,622,241
Cash Flows From Financing Activities:
Dividends paid to common shareholders					(81,371,699	)
Proceeds from shares sold					17,785
Net increase in notes payable					57,000,000
Net cash flows provided by financing activities					(24,353,914	)
Net increase					6,268,327
Cash at beginning of year					5,421,648
Cash at end of year				$	11,689,975
Reconciliation Of Net Decrease In Net Assets Resulting From Operations To Net Cash Provided by Operating Activities:
Net decrease in net assets resulting from operations				$	(141,209,134	)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:
Change in unrealized depreciation on investments					226,464,695
Change in unrealized depreciation on foreign currencies					27,482
Change in unrealized depreciation on forward currency contracts					2,534,758
Change in unrealized depreciation on unfunded commitments					2,210,079
Net accretion of discounts on investments					(6,545,513	)
Net amortization of premiums on investments					350,311
Net realized gain on sale of investments and forward foreign currency related transactions					(5,073,469	)
Purchases of securities					(1,168,747,773	)
Proceeds on sale of securities					1,126,524,909
Decrease in other assets					3,638
Increase in interest receivable					(5,708,891	)
Decrease in prepaid facility fees on notes payable					32,030
Decrease in prepaid expenses					20,547
Increase in deferred arrangement fees on revolving credit facilities					164,155
Decrease in accrued interest payable					(251,780	)
Decrease in dividends payable — preferred shares					(73,297	)
Decrease in payable to affiliates					(142,745	)
Increase in accrued trustees fees					13,576
Increase in other accrued expenses					28,663
Total adjustments					171,831,375
Net cash provided by operating activities				$	30,622,241
Non Cash Financing Activities
Reinvestment of distributions from common shares				$	450,139

 

See Accompanying Notes to Financial Statements
12

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ING PRIME RATE TRUST  FINANCIAL HIGHLIGHTS

For a common share outstanding throughout the year

				Years Ended February 28 or February 29,
				2008				2007				2006				2005				2004
Per Share Operating Performance
Net asset value, beginning of year				$	7.65				7.59				7.47				7.34				6.73
Income (loss) from investment operations:
Net investment income				$	0.75				0.71				0.57				0.45				0.46
Net realized and unrealized gain (loss) on investments				$	(1.57	)			0.06				0.12				0.16				0.61
Total from investment operations				$	(0.82	)			0.77				0.69				0.61				1.07
Distributions to Common Shareholders from net investment income				$	(0.56	)			(0.55	)			(0.46	)			(0.43	)			(0.42	)
Distribution to Preferred Shareholders				$	(0.16	)			(0.16	)			(0.11	)			(0.05	)			(0.04	)
Net asset value, end of year				$	6.11				7.65				7.59				7.47				7.34
Closing market price at end of year				$	5.64				7.40				7.02				7.56				7.84
Total Investment Return(1)
Total investment return at closing market price(2)				%	(17.25	)			13.84				(0.82	)			2.04				28.77
Total investment return at net asset value(3)				%	(13.28	)			8.85				8.53				7.70				15.72
Ratios/Supplemental Data
Net assets end of year (000's)				$	886,976				1,109,539				1,100,671				1,082,748				1,010,325
Preferred Shares-Aggregate amount outstanding (000's)				$	450,000				450,000				450,000				450,000				450,000
Liquidation and market value per share of Preferred Shares				$	25,000				25,000				25,000				25,000				25,000
Borrowings at end of year (000's)				$	338,000				281,000				465,000				496,000				225,000
Asset coverage per $1,000 of debt(4)				$	2,125				2,517				2,203				2,140				2,500
Average borrowings (000's)				$	391,475				459,982				509,178				414,889				143,194
Ratios to average net assets including Preferred Shares(5)
Expenses (before interest and other fees related to revolving  credit facility)				%	1.54				1.57				1.64				1.60				1.45
Net expenses after expense reimbursement				%	3.05				3.27				3.02				2.21				1.65
Gross expenses prior to expense reimbursement				%	3.05				3.27				3.02				2.22				1.65
Net investment income				%	7.23				6.68				5.44				4.21				4.57
Ratios to average net assets plus borrowings
Expenses (before interest and other fees related to revolving   credit facility)				%	1.60				1.56				1.58				1.63				1.84
Net expenses after expense reimbursement				%	3.17				3.25				2.90				2.26				2.09
Gross expenses prior to expense reimbursement				%	3.17				3.25				2.90				2.27				2.09
Net investment income				%	7.53				6.63				5.24				4.32				5.82
Ratios to average net assets
Expenses (before interest and other fees related to revolving   credit facility)				%	2.20				2.21				2.33				2.29				2.11
Net expenses after expense reimbursement				%	4.36				4.62				4.27				3.17				2.40
Gross expenses prior to expense reimbursement				%	4.36				4.62				4.27				3.18				2.40
Net investment income				%	10.35				9.42				7.71				6.04				6.68
Portfolio turnover rate				%	60				60				81				93				87
Common shares outstanding at end of year (000's)					145,094				145,033				145,033				145,033				137,638

 

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

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

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

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

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

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

See Accompanying Notes to Financial Statements
13

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008

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 February 29, 2008, 98.92% 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,

14

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

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

15

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (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.

16

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (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 year ended February 29, 2008, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $1,137,452,291 and $1,139,645,431, respectively. At February 29, 2008, the Trust held senior loans valued at $1,643,761,920 representing 99.6% of its total investments. The market value of these assets is established as set forth in Note 2.

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

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

17

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

NOTE 3 — INVESTMENTS (continued)

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

				Date of Acquisition				Cost or Assigned Basis
Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)				06/05/02				$	100
Block Vision Holdings Corporation (571 Common Shares)				09/17/02					—
Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)				12/26/00					9,893
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
Humphrey's, Inc. (Residual Interest in Bankruptcy Estate)				05/15/02					50
IAP Acquisition Corporation (3,524 Common Shares)				08/29/03					—
IAP Acquisition Corporation (1,084 Common Shares)				08/29/03					3,524,300
IAP Acquisition Corporation (1,814 Common Shares)				08/29/03					—
IAP Acquisition Corporation (17,348 Common Shares)				08/29/03					428,603
Imperial Home Décor Group, Inc. (Liquidation Interest)				01/22/04					—
IT Group, Inc. (Residual Interest in Bankruptcy Estate)				09/12/03					25
Kevco Inc. (Residual Interest in Bankruptcy Estate)				06/05/02					25
Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 14, 2015)				08/25/05					—
Lincoln Pulp and Easten Fine (Residual Interest in Bankruptcy Estate)				06/08/04					—
Norwood Promotional Products, Inc. (104,148 Common Shares)				08/23/04					32,939
Norwood Promotional Products, Inc. (Contingent Value Rights)				12/14/07					377,999
Safelite Realty Corporation (57,804 Common Shares)				10/12/00					—
Transtar Metals (Residual Interest in Bankruptcy Estate)				01/09/03					40,230
TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)				10/15/02					—
US Office Products Company (Residual Interest in Bankruptcy Estate)				02/11/04					—
Total Restricted Securities excluding senior loans (market value of $840,481 was 0.10% of net assets at February 29, 2008)								$	5,533,613

 

18

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (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 February 29, 2008, the Trust had the following amounts recorded in payables to affiliates on the accompanying Statement of Assets and Liabilities:

Accrued Investment Management Fees				Accrued Administrative Fees				Total
$	1,056,499			$	330,156			$	1,386,655

 

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 $460 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 February 29, 2008, was $338 million. Weighted average interest rate on outstanding borrowings was 5.63%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 20.0% of total assets at February 29, 2008. Average borrowings for the year ended February 29, 2008 were $391,475,410 and the average annualized interest rate was 5.75% excluding other fees related to the unused portion of the facilities, and other fees.

19

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

NOTE 6 — COMMITMENTS (continued)

As of February 29, 2008, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Advance Food Company				$	116,878
Calpine Corporation					1,785,000
Cannery Casino Resorts					755,906
Cellular South, Inc.					500,000
Cengage Learning, Inc.					3,333,333
Centaur Gaming					350,877
Coach America Holdings, Inc.					442,989
Coleto Creek Power					4,625,000
Community Health Systems, Inc.					2,645,012
Fleetcor Technologies Operating Company, LLC					116,667
Fountainebleau Resorts, LLC					966,667
Golden Nugget, Inc.					545,455
Hub International Holdings, Inc.				$	81,046
Iasis Healthcare Corporation					266,614
Kerasotes Theatres, Inc.					996,930
Las Vegas Sands LLC					1,600,000
Longview Power LLC					96,000
Meg Energy Corporation					1,880,000
Ply Gem Industries, Inc.					1,000,000
Sturm Foods, Inc.					500,000
United Surgical Partners International, Inc.					117,742
Univision Communications					973,323
Valassis Communications, Inc.					320,000
				$	24,015,439

 

The unrealized depreciation on these commitments of $2,210,079 as of February 29, 2008 is reported as such on the Statement of Assets and Liabilities.

NOTE 7 — RIGHTS AND OTHER OFFERINGS

As of February 29, 2008, outstanding share offerings pursuant to shelf registrations were as follows:

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

 

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

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

NOTE 8 — CUSTODIAL AGREEMENT

State Street Bank and Trust Company ("SSB") serves as the Trust's custodian and recordkeeper. Custody fees paid to SSB are reduced by earnings credits based on the cash balances held by SSB for the Trust. There were no earnings credits for the year ended February 29, 2008.

20

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it acquires or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of February 29, 2008, 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
				Year Ended February 29, 2008				Year Ended February 28, 2007
Number of Shares
Reinvestment of distributions from common shares					58,938				—
Proceeds from shares sold					2,320				—
Net increase in shares outstanding					61,258				—
Dollar Amount ($)
Reinvestment of distributions from common shares				$	450,139			$	—
Proceeds from shares sold					17,785				—
Net increase				$	467,924			$	—

 

NOTE 11 — FEDERAL INCOME TAXES

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

The following permanent tax differences have been reclassified as of February 29, 2008:

Paid-in Capital				Undistributed Net Investment Income				Accumulated Net Realized Gains/(Losses)
$	(19,753,526	)		$	(6,627,694	)		$	26,381,220

 

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:

Year Ended February 29, 2008				Year Ended February 28, 2007
Ordinary Income				Ordinary Income
$	105,297,662			$	102,371,727

 

21

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ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

NOTE 11 — FEDERAL INCOME TAXES (continued)

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

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

 

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

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. Acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the SEC indicated that they would not object if a fund implemented FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Trust has analyzed the tax positions of the Trust. Upon adoption of FIN 48, 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 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 February 29, 2008, management of the Trust is currently assessing the potential impact, in addition to expanded financial statement disclosure, that may result from adopting SFAS No. 157.

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("SFAS No. 161"), "Disclosure about Derivative Instruments and Hedging Activities." This new

22

---

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

NOTE 12 — OTHER ACCOUNTING PRONOUNCEMENTS (continued)

accounting statement requires enhanced disclosures about an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under Statement 133, and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments.

SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of February 29, 2008, management of the Trust is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.

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

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

In addition to responding to regulatory and governmental requests, Investments reported that management of U.S. affiliates of ING Groep N.V., including Investments (collectively, "ING"), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING's internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

Investments has advised the Boards that most of the identified arrangements were initiated prior to ING's acquisition of the businesses in question in the U.S. Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

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

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

Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING's acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, Investments reported that given ING's

23

---

ING Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of February 29, 2008 (continued)

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

refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.

•  ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Investments reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

•  ING updated its Code of Conduct for employees reinforcing its employees' obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.

Other Regulatory Matters

The New York Attorney General (the "NYAG") and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request.

Other federal and state regulators could initiate similar actions in this or other areas of ING's businesses. These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged. In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate. At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

NOTE 14 — SUBSEQUENT EVENTS

Subsequent to February 29, 2008, the Trust paid to Common Shareholders the following dividends from net investment income:

Per Share Amount

Declaration Date

Record Date

Payable Date

$

0.044

2/29/08

3/10/08

3/25/08

$

0.042

3/31/08

4/10/08

4/22/08

 

Subsequent to February 29, 2008, the Trust paid to Preferred Shareholders the following dividends from net investment income:

Preferred Shares				Total Per Share Amount				Auction Dates				Record Dates				Payable Dates				Average Rate
Series M				$	129.15			03/03/08-04/14/08				03/10/08-04/21/08				03/11/08-04/22/08					3.796	%
Series T				$	126.59			03/04/08-04/15/08				03/11/08-04/22/08				03/12/08-04/23/08					3.720	%
Series W				$	126.98			03/05/08-04/16/08				03/12/08-04/23/08				03/13/08-04/24/08					3.732	%
Series Th				$	127.56			03/06/08-04/17/08				03/13/08-04/24/08				03/14/08-04/25/08					3.673	%
Series F				$	124.28			03/07/08-04/18/08				03/14/08-04/25/08				03/17/08-04/28/08					3.652	%

 

24

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008

Senior Loans*: 185.3%

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Aerospace & Defense: 3.1%

Avio Group

NR

NR

EUR

708,333

Term Loan, 6.425%, maturing December 13, 2014

$

932,172

$

556,314

Term Loan, 6.510%, maturing December 13, 2014

478,430

EUR

708,333

Term Loan, 7.050%, maturing December 13, 2015

936,880

$

590,346

Term Loan, 7.468%, maturing December 13, 2015

510,649

Delta Air Lines, Inc.

Ba2

BB-

1,417,500

Term Loan, 6.832%, maturing April 30, 2012

1,217,869

Delta Air Lines, Inc.

B2

B

2,487,500

Term Loan, 8.082%, maturing April 30, 2012

2,114,375

Dyncorp International, LLC

Ba2

BB

2,163,626

Term Loan, 6.875%, maturing February 11, 2011

2,001,354

Hawker Beechcraft Acquisition Company, LLC

Ba3

BB

6,762,532

Term Loan, 6.830%, maturing March 26, 2014

6,278,592

712,208

Term Loan, 6.930%, maturing March 26, 2014

661,241

Hexcel Corporation

Ba1

BB+

582,999

Term Loan, 5.862%, maturing March 01, 2012

565,510

McKechnie Aerospace DE, Inc.

Ba3

B+

995,000

Term Loan, 6.772%, maturing May 11, 2014

875,600

Transdigm, Inc.

Ba3

BB-

3,000,000

Term Loan, 6.858%, maturing June 23, 2013

2,799,999

United Airlines, Inc.

B1

BB-

2,496,357

Term Loan, 6.529%, maturing February 01, 2014

2,112,542

US Airways Group, Inc.

B2

B+

6,200,000

Term Loan, 5.625%, maturing March 24, 2014

4,903,816

Wesco Aircraft Hardware Corporation

B1

BB-

1,458,750

Term Loan, 7.080%, maturing September 29, 2013

1,369,402

27,758,431

Automobile: 3.0%

Dollar Thrifty Automotive Group, Inc.

B1

BB

746,250

Term Loan, 5.122%, maturing June 15, 2014

643,641

Ford Motor Company

Ba3

B+

1,231,281

Term Loan, 8.000%, maturing December 15, 2013

1,057,876

Hertz Corporation

Ba1

BB+

2,292,468

Term Loan, 5.002%, maturing December 21, 2012

2,134,574

570,329

Term Loan, 6.660%, maturing December 21, 2012

531,047

 

See Accompanying Notes to Financial Statements
25

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Automobile: (continued)

KAR Holdings, Inc.

Ba3

B+

$

4,477,500

Term Loan, 7.080%, maturing

October 20, 2013

$

4,023,034

Navistar International Corporation

NR

BB-

1,800,000

Term Loan, 7.276%, maturing January 19, 2012

1,620,000

Oshkosh Truck Corporation

Ba3

BBB-

17,775,000

Term Loan, 6.900%, maturing December 06, 2013

16,643,692

26,653,864

Beverage, Food & Tobacco: 4.4%

Advance Food Company

B1

BB-

50,090

Term Loan, 2.364%, maturing March 16, 2014

42,076

580,005

Term Loan, 6.580%, maturing March 16, 2014

487,204

ARAMARK Corporation

Ba3

BB

2,970,000

Term Loan, 6.705%, maturing January 26, 2014

2,757,205

16,822,496

Term Loan, 6.705%, maturing January 26, 2014

15,617,198

1,447,943

Term Loan, 7.223%, maturing January 26, 2014

1,344,201

Birds Eye Foods, Inc.

B1

B+

859,167

Term Loan, 6.580%, maturing March 22, 2013

762,510

Bumble Bee Foods, LLC

B1

B+

1,200,000

Term Loan, 5.521%, maturing May 02, 2012

1,116,000

Golden State Foods

B1

B+

3,850,000

Term Loan, 4.994%, maturing February 28, 2011

3,763,375

Iglo Birds Eye

NR

NR

EUR

51,247

Term Loan, 7.018%, maturing October 25, 2014

70,569

EUR

380,330

Term Loan, 7.018%, maturing October 27, 2014

523,732

EUR

568,424

Term Loan, 7.018%, maturing October 27, 2014

782,747

EUR

51,247

Term Loan, 7.393%, maturing October 25, 2015

70,930

EUR

380,330

Term Loan, 7.393%, maturing October 27, 2015

523,732

EUR

568,424

Term Loan, 7.393%, maturing October 27, 2015

786,755

Pinnacle Foods Holding Corporation

B2

B

$

5,671,500

Term Loan, 7.483%, maturing April 02, 2014

5,013,963

Sturm Foods, Inc.

B1

B

2,977,500

Term Loan, 5.813%, maturing January 31, 2014

2,243,049

 

See Accompanying Notes to Financial Statements
26

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Beverage, Food & Tobacco: (continued)

United Biscuits

NR

NR

GBP

1,476,692

Term Loan, 7.962%, maturing

December 14, 2014

$

2,566,025

Van Houtte, Inc.

B1

BB-

$

89,550

Term Loan, 7.330%, maturing July 19, 2014

83,282

656,700

Term Loan, 7.330%, maturing July 19, 2014

610,731

39,165,284

Buildings & Real Estate: 3.0%

Capital Automotive, L.P.

Ba1

BB+

9,913,155

Term Loan, 5.020%, maturing December 16, 2010

9,257,092

Contech Construction Products, Inc.

Ba3

BB

1,715,972

Term Loan, 5.191%, maturing January 31, 2013

1,501,476

Custom Building Products, Inc.

B1

BB-

4,288,276

Term Loan, 6.977%, maturing October 29, 2011

3,816,566

Headwaters, Inc.

Ba2

BB+

1,830,256

Term Loan, 6.808%, maturing April 30, 2011

1,747,894

John Maneely Company

B3

B+

4,268,161

Term Loan, 7.461%, maturing December 08, 2013

3,723,971

KCPC Acquisition, Inc.

Ba2

B

562,196

Term Loan, 5.318%, maturing May 22, 2014

500,354

189,655

Term Loan, 7.000%, maturing May 22, 2014

168,793

LaFarge Roofing

NR

NR

EUR

441,573

Term Loan, 6.890%, maturing June 14, 2015

475,736

EUR

180,337

Term Loan, 6.890%, maturing June 14, 2015

194,289

$

169,425

Term Loan, 6.955%, maturing June 14, 2015

120,150

EUR

409,551

Term Loan, 7.140%, maturing March 14, 2016

453,680

EUR

210,674

Term Loan, 7.140%, maturing March 14, 2016

233,374

$

171,654

Term Loan, 7.205%, maturing March 14, 2016

125,164

Nortek, Inc.

Ba2

B+

2,472,064

Term Loan, 5.350%, maturing August 27, 2011

2,144,515

Ply Gem Industries, Inc.

B1

BB-

428,571

Revolver, 2.799%, maturing February 12, 2009

353,571

Shea Capital I, LLC

Ba3

BB-

553,535

Term Loan, 6.828%, maturing October 27, 2011

426,222

Tishman Speyer

Ba2

BB-

1,500,000

Term Loan, 4.920%, maturing December 27, 2012

1,275,000

26,517,847

 

See Accompanying Notes to Financial Statements
27

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

												Bank Loan Ratings† (Unaudited)								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Cargo Transport: 2.2%
								Baker Tanks, Inc.				B1				B
$	1,985,000							Term Loan, 5.333%, maturing May 08, 2014												$	1,836,125
								Dockwise Transport, N.V.				NR				NR
	1,094,819							Term Loan, 7.205%, maturing January 11, 2015													952,493
	875,000							Term Loan, 7.205%, maturing January 11, 2015													761,250
	875,000							Term Loan, 7.705%, maturing January 11, 2016													764,166
	1,094,819							Term Loan, 7.705%, maturing January 11, 2016													956,142
	500,000							Term Loan, 9.330%, maturing July 11, 2016													460,000
	560,000							Term Loan, 9.330%, maturing October 20, 2016													515,200
								Gainey Corporation				Caa1				B-
	755,528							Term Loan, 10.000%, maturing April 20, 2012													498,648
								Greatwide Logistics Services, Inc.				B3				B
	2,970,000							Term Loan, 8.330%, maturing December 19, 2013													2,361,150
								Inmar, Inc.				B1				B
	570,688							Term Loan, 7.330%, maturing April 29, 2013													496,498
								Kenan Advantage Group, Inc.				B3				B+
	980,010							Term Loan, 7.580%, maturing December 16, 2011													891,809
					(2	)		Neoplan USA Corporation				NR				NR
	953,221				(3	)		Term Loan, 11.008%, maturing June 30, 2006													88,406
								Railamerica Transportation Corporation				NR				NR
	4,200,000							Term Loan, 5.320%, maturing August 14, 2008													3,969,000
								TNT Logistics				Ba2				BB-
	1,907,611							Term Loan, 6.122%, maturing November 04, 2013													1,721,619
	723,070							Term Loan, 7.830%, maturing November 04, 2013													667,032
								US Shipping Partners, L.P.				B3				B
	2,802,377							Term Loan, 8.330%, maturing March 31, 2012													2,276,931
																					19,216,469
Cellular: 2.9%
								Alltel Communications, Inc.				Ba3				BB-
	3,739,375							Term Loan, 5.866%, maturing May 16, 2015													3,401,769
	2,000,000							Term Loan, 4.991% maturing May 16, 2015													1,819,432
								Centennial Communications Corporation				Ba2				BB-
	10,085,631							Term Loan, 6.705%, maturing February 09, 2011													9,641,863
								Cricket Communications, Inc.				Ba2				B+
	5,910,000							Term Loan, 7.830%, maturing June 16, 2013													5,660,468
								NTELOS, Inc.				Ba3				BB-
	4,322,237							Term Loan, 5.271%, maturing August 24, 2011													4,122,333

 

See Accompanying Notes to Financial Statements
28

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

												Bank Loan Ratings† (Unaudited)								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Cellular: (continued)
								Telepak, Inc. / Cellular South				Ba3				B+
$	1,488,833							Term Loan, 4.665%, maturing May 29, 2014												$	1,384,615
																					26,030,480
Chemicals, Plastics & Rubber: 8.1%
								AZ Chem US, Inc.				B1				BB-
EUR	753,893							Term Loan, 6.996%, maturing February 28, 2013													937,726
								AZ Chem US, Inc.				Caa1				CCC+
$	333,333							Term Loan, 8.590%, maturing February 28, 2014													200,000
								Borsodchem Nyrt.				NR				NR
EUR	804,394							Term Loan, 6.593%, maturing March 26, 2015													1,066,227
EUR	804,394							Term Loan, 7.075%, maturing March 26, 2016													1,072,337
								Brenntag Holding GmbH & Co. KG				B1				B+
$	1,178,182							Term Loan, 5.794%, maturing January 17, 2014													1,025,755
	3,621,818							Term Loan, 5.794%, maturing January 17, 2014													3,153,245
								Celanese				Ba3				BB+
	3,200,000							Term Loan, 3.144%, maturing April 02, 2014													3,000,445
	6,947,500							Term Loan, 6.479%, maturing April 02, 2014													6,514,247
								Cristal Inorganic Chemicals, Inc.				Ba3				BB-
	2,900,000							Term Loan, 7.080%, maturing May 15, 2014													2,320,000
								Cristal Inorganic Chemicals, Inc.				B3				CCC+
	900,000							Term Loan, 10.580%, maturing November 15, 2014													616,500
								Flint Group				NR				NR
	936,821							Term Loan, 7.393%, maturing December 31, 2012													815,034
	353,279							Term Loan, 7.393%, maturing December 31, 2014													307,353
EUR	666,667							Term Loan, 7.002%, maturing May 29, 2015													886,200
$	2,333,333							Term Loan, 7.393%, maturing May 29, 2015													2,030,000
	1,290,100							Term Loan, 7.393%, maturing December 31, 2015													1,128,838
								Hawkeye Renewables, LLC				B3				NR
	3,693,750							Term Loan, 7.234%, maturing June 30, 2012													2,677,969
								Hexion Specialty Chemicals, Inc.				Ba3				B+
	2,468,750							Term Loan, 5.375%, maturing May 05, 2013													2,273,993
	7,846,851							Term Loan, 7.000%, maturing May 05, 2013													7,227,820
	1,703,188							Term Loan, 7.125%, maturing May 05, 2013													1,568,825
	995,000							Term Loan, 7.125%, maturing May 05, 2013													916,505
	1,176,000							Term Loan, 7.474%, maturing May 05, 2013													1,083,227
								Ineos US Finance, LLC				Ba3				BB-
	2,150,615							Term Loan, 7.357%, maturing December 16, 2012													1,835,416

 

See Accompanying Notes to Financial Statements
29

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Chemicals, Plastics & Rubber: (continued)

$

2,854,474

Term Loan, 7.357%, maturing

December 16, 2013

$

2,538,341

2,853,691

Term Loan, 7.857%, maturing December 16, 2014

2,537,645

ISP Chemco, Inc.

Ba3

BB-

3,482,500

Term Loan, 5.294%, maturing June 04, 2014

3,149,486

JohnsonDiversey, Inc.

Ba2

BB-

503,580

Term Loan, 5.112%, maturing December 16, 2010

472,946

2,612,396

Term Loan, 5.112%, maturing December 16, 2011

2,453,476

Kraton Polymers, LLC

Ba3

B+

1,582,434

Term Loan, 6.750%, maturing May 12, 2013

1,388,586

Lucite International US Finco, Ltd.

Ba3

BB-

1,032,977

Term Loan, 5.500%, maturing July 07, 2013

890,943

701,155

Term Loan, 5.500%, maturing July 07, 2013

604,746

MacDermid, Inc.

B1

BB-

1,698,375

Term Loan, 6.830%, maturing April 12, 2014

1,426,635

EUR

832,042

Term Loan, 7.021%, maturing April 12, 2014

1,011,231

Northeast Biofuels, LLC

B1

B+

$

1,073,171

Term Loan, 8.080%, maturing June 30, 2013

965,854

Polypore, Inc.

Ba3

BB-

3,316,666

Term Loan, 5.370%, maturing July 03, 2014

2,918,666

Rockwood Specialties Group, Inc.

Ba2

BB+

9,725,235

Term Loan, 4.744%, maturing December 13, 2013

9,161,978

72,178,195

Containers, Packaging & Glass: 5.3%

Berry Plastics Corporation

B1

BB-

9,941,169

Term Loan, 5.095%, maturing April 03, 2015

8,626,449

Graham Packaging Company

B1

B+

13,101,000

Term Loan, 7.253%, maturing October 07, 2011

11,944,837

Graphic Packaging International, Inc.

Ba2

BB-

7,866,343

Term Loan, 6.032%, maturing May 16, 2014

7,085,168

Klockner Pentaplast

NR

NR

2,000,000

Term Loan, 7.043%, maturing January 03, 2016

1,485,000

EUR

1,019,453

Term Loan, 7.116%, maturing January 03, 2016

1,113,167

EUR

480,547

Term Loan, 7.116%, maturing January 03, 2016

524,721

Mauser AG

NR

NR

EUR

625,000

Term Loan, 6.561%, maturing June 13, 2013

699,070

EUR

625,000

Term Loan, 6.811%, maturing June 13, 2014

703,817

$

842,699

Term Loan, 5.498%, maturing June 13, 2015

620,437

842,699

Term Loan, 5.748%, maturing June 13, 2016

624,651

Owens-Illinois

Ba2

BBB-

EUR

2,154,375

Term Loan, 5.677%, maturing June 14, 2013

2,929,270

 

See Accompanying Notes to Financial Statements
30

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Containers, Packaging & Glass: (continued)

Pro Mach, Inc.

B1

B

$

2,456,250

Term Loan, 7.080%, maturing

December 01, 2011

$

2,296,594

Smurfit-Stone Container Corporation

Ba2

BB

1,575,522

Term Loan, 6.638%, maturing November 01, 2011

1,494,974

3,126,468

Term Loan, 6.704%, maturing November 01, 2011

2,968,841

Tegrant Holding Company

B2

BB-

496,250

Term Loan, 7.600%, maturing March 08, 2014

357,300

Tegrant Holding Company

Caa2

CCC+

500,000

Term Loan, 10.350%, maturing March 08, 2015

247,500

Xerium Technologies, Inc.

B2

B+

4,247,314

Term Loan, 7.580%, maturing May 18, 2012

3,684,545

47,406,341

Data and Internet Services: 9.4%

Activant Solutions, Inc.

B1

B+

930,897

Term Loan, 6.771%, maturing May 02, 2013

800,572

Acxiom Corporation

Ba2

BB+

1,741,667

Term Loan, 5.840%, maturing September 15, 2012

1,584,917

Amadeus IT Group, S.A.

NR

NR

EUR

768,581

Term Loan, 6.959%, maturing May 04, 2015

998,322

EUR

768,581

Term Loan, 7.209%, maturing May 04, 2016

1,004,403

Audatex

B1

BB-

$

3,105,857

Term Loan, 7.063%, maturing May 16, 2014

2,764,213

Carlson Wagonlit Holdings, B.V.

Ba2

BB-

2,750,000

Term Loan, 5.501%, maturing August 03, 2012

2,392,500

First Data Corporation

Ba3

BB-

4,485,681

Term Loan, 7.630%, maturing September 24, 2014

4,088,824

249,375

Term Loan, 7.630%, maturing September 24, 2014

227,498

2,198,337

Term Loan, 7.630%, maturing September 30, 2014

2,004,059

Open Text Corporation

Ba3

BB

1,325,972

Term Loan, 5.372%, maturing October 02, 2013

1,277,905

Orbitz

B1

BB-

10,473,750

Term Loan, 6.965%, maturing July 25, 2014

9,164,531

Reynolds & Reynolds Company

Ba2

BB

9,957,012

Term Loan, 6.843%, maturing October 26, 2012

8,762,171

Sabre, Inc.

B1

B+

15,958,689

Term Loan, 5.244%, maturing September 30, 2014

13,309,179

 

See Accompanying Notes to Financial Statements
31

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Data and Internet Services: (continued)

Sitel, LLC

B2

B+

$

3,893,842

Term Loan, 5.900%, maturing

January 30, 2014

$

3,134,543

Sungard Data Systems, Inc.

Ba3

BB

28,249,874

Term Loan, 5.128%, maturing February 28, 2014

26,170,853

Transaction Network Services, Inc.

B1

BB-

2,310,780

Term Loan, 7.479%, maturing March 28, 2014

2,114,364

Travelport, Inc.

Ba3

BB-

289,971

Term Loan, 7.080%, maturing August 23, 2013

256,036

1,445,156

Term Loan, 7.080%, maturing August 23, 2013

1,276,028

995,000

Term Loan, 7.080%, maturing May 23, 2014

877,777

Verifone, Inc.

B1

BB

1,057,500

Term Loan, 5.250%, maturing October 31, 2013

983,475

83,192,170

Diversified / Conglomerate Manufacturing: 3.9%

BOC Edwards

B1

BB

2,238,750

Term Loan, 5.085%, maturing May 31, 2014

1,499,963

Brand Services, Inc.

B1

B

2,851,721

Term Loan, 6.971%, maturing February 07, 2014

2,680,617

1,246,875

Term Loan, 8.125%, maturing February 07, 2014

1,172,063

Brand Services, Inc.

Caa1

CCC+

1,600,000

Term Loan, 9.238%, maturing February 07, 2015

1,458,000

Dresser, Inc.

B2

B+

4,910,577

Term Loan, 5.566%, maturing May 04, 2014

4,552,105

EPD, Inc.

B1

B+

437,500

Term Loan, 5.630%, maturing July 31, 2014

363,672

3,054,844

Term Loan, 5.750%, maturing July 31, 2014

2,539,339

Ferretti, S.P.A

NR

NR

EUR

600,000

Term Loan, 4.715%, maturing January 21, 2008

785,275

EUR

600,000

Term Loan, 4.715%, maturing January 22, 2008

780,717

Flextronics International, Ltd.

Ba1

BB+

$

691,825

Term Loan, 7.394%, maturing October 01, 2014

646,280

198,322

Term Loan, 7.455%, maturing October 01, 2014

185,266

Generac Power Systems, Inc.

B1

B

4,410,000

Term Loan, 7.203%, maturing November 09, 2013

3,679,201

Gentek Holding Corporation

Ba3

BB-

382,635

Term Loan, 6.330%, maturing February 28, 2011

353,459

 

See Accompanying Notes to Financial Statements
32

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

$

2,134,193

Term Loan, 6.347%, maturing

February 28, 2011

$

1,971,461

Mueller Group, Inc.

Ba3

BB+

3,757,345

Term Loan, 5.129%, maturing May 24, 2014

3,437,971

Norcross Safety Products, LLC

Ba1

BB

960,980

Term Loan, 5.125%, maturing June 30, 2012

893,712

Rexnord Corporation / RBS Global, Inc.

Ba2

BB-

968,485

Term Loan, 7.401%, maturing July 19, 2013

878,900

Sensata Technologies

Ba3

BB

4,137,000

Term Loan, 5.056%, maturing April 27, 2013

3,540,089

Sensus Metering Systems, Inc.

Ba3

BB

1,495,652

Term Loan, 5.763%, maturing December 17, 2010

1,346,087

97,174

Term Loan, 6.878%, maturing December 17, 2010

87,457

Springs Window Fashions, LLC

B1

B+

1,434,427

Term Loan, 7.625%, maturing December 31, 2012

1,032,788

Textron Fastening Systems

B2

B+

493,750

Term Loan, 8.330%, maturing August 11, 2013

459,188

34,343,610

Diversified / Conglomerate Service: 4.4%

Affinion Group

Ba2

BB

3,937,668

Term Loan, 5.572%, maturing October 17, 2012

3,629,219

AlixPartners, LLP

B1

BB-

2,648,250

Term Loan, 6.380%, maturing October 12, 2013

2,449,631

Brickman Group

Ba3

BB-

1,985,000

Term Loan, 7.143%, maturing January 23, 2014

1,816,275

Brock Holdings, Inc.

B1

B

1,488,750

Term Loan, 7.142%, maturing February 26, 2014

1,317,544

Catalina Marketing Corporation

Ba3

BB-

2,992,500

Term Loan, 7.830%, maturing October 01, 2014

2,748,112

Coach America Holdings, Inc.

B2

B

1,714,701

Term Loan, 6.200%, maturing April 20, 2014

1,144,563

442,989

Term Loan, 7.680%, maturing April 20, 2014

295,695

Fleetcor Technologies Operating Company, LLC

Ba3

B+

578,958

Term Loan, 5.511%, maturing April 30, 2013

523,957

Intergraph Corporation

Ba3

BB-

1,884,107

Term Loan, 5.092%, maturing May 29, 2014

1,723,958

ISS Global A/S

NR

NR

EUR

122,807

Term Loan, 6.949%, maturing

December 31, 2013

164,035

 

See Accompanying Notes to Financial Statements
33

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Diversified / Conglomerate Service: (continued)

EUR

877,193

Term Loan, 6.949%, maturing

December 31, 2013

$

1,171,675

ISTA International GmbH

NR

NR

EUR

1,668,522

Term Loan, 6.769%, maturing June 30, 2015

2,105,168

EUR

331,478

Term Loan, 6.769%, maturing June 30, 2015

418,224

Mitchell International, Inc.

Ba3

B+

$

446,625

Term Loan, 6.843%, maturing

March 28, 2014

395,263

Mitchell International, Inc.

Caa1

B+

250,000

Term Loan, 10.125%, maturing March 28, 2015

210,000

Valley National Gases, Inc.

Ba3

BB-

1,965,879

Term Loan, 6.741%, maturing February 28, 2014

1,670,997

Valley National Gases, Inc.

B3

CCC+

250,000

Term Loan, 9.122%, maturing August 28, 2014

212,500

Valleycrest Companies, LLC

B1

B+

1,981,898

Term Loan, 7.131%, maturing October 04, 2013

1,744,071

Vertafore, Inc.

B1

B

3,076,808

Term Loan, 5.593%, maturing January 31, 2012

2,861,432

West Corporation

B1

BB-

14,417,803

Term Loan, 5.744%, maturing October 24, 2013

12,338,035

38,940,354

Diversified Nat'l Rsrcs, Precious Metals & Minerals: 3.6%

Georgia Pacific Corporation

Ba2

BB+

34,692,011

Term Loan, 6.696%, maturing December 20, 2012

32,064,091

32,064,091

Ecological: 0.4%

Allied Waste North America, Inc.

Ba3

BBB-

572,651

Term Loan, 4.599%, maturing January 15, 2012

539,455

629,351

Term Loan, 6.000%, maturing January 15, 2012

592,868

IESI Corporation

B1

BB+

1,800,000

Term Loan, 6.610%, maturing January 21, 2012

1,656,000

Synagro Technologies, Inc.

Ba3

BB-

895,500

Term Loan, 5.088%, maturing April 02, 2014

754,459

Synagro Technologies, Inc.

Caa1

B-

485,000

Term Loan, 7.820%, maturing October 02, 2014

380,725

3,923,507

Electronics: 1.6%

Decision One

NR

NR

1,674,773

Term Loan, 12.000%, maturing April 15, 2010

1,507,296

 

See Accompanying Notes to Financial Statements
34

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Electronics: (continued)

Freescale Semiconductor, Inc.

Ba1

BB

$

4,100,503

Term Loan, 5.014%, maturing

December 01, 2013

$

3,498,241

Infor Global Solutions

B1

B+

494,761

Term Loan, 7.580%, maturing July 28, 2012

426,355

EUR

742,500

Term Loan, 7.771%, maturing July 28, 2012

902,405

$

106,069

Term Loan, 8.580%, maturing July 28, 2012

95,992

203,298

Term Loan, 8.580%, maturing March 02, 2014

183,985

Infor Global Solutions

Caa2

CCC+

EUR

500,000

Term Loan, 10.976%, maturing

March 02, 2014

603,882

Kronos, Inc.

Ba3

B+

$

2,469,643

Term Loan, 7.080%, maturing June 11, 2014

2,009,672

NXP, B.V.

Ba3

BB-

1,750,000

Floating Rate Note, 7.008%, maturing October 15, 2013

1,413,125

EUR

1,500,000

Floating Rate Note, 7.326%, maturing

October 15, 2013

1,754,676

ON Semiconductor

Ba1

BB

$

1,985,000

Term Loan, 6.580%, maturing

September 03, 2013

1,766,650

14,162,279

Finance: 1.6%

LPL Holdings, Inc.

B1

B

7,449,969

Term Loan, 6.830%, maturing June 28, 2013

6,649,097

Rent-A-Center, Inc.

Ba2

BB+

2,411,071

Term Loan, 5.766%, maturing June 30, 2012

2,209,144

Riskmetrics

Ba3

BB

1,389,500

Term Loan, 7.080%, maturing January 11, 2014

1,321,762

TD Ameritrade Holding Corporation

Ba1

BB

3,834,062

Term Loan, 4.620%, maturing December 31, 2012

3,601,357

13,781,360

Foreign Cable, Foreign TV, Radio and Equipment: 7.1%

Casema Bidco/Serpering Investments, B.V.

NR

NR

EUR

548,444

Term Loan, 6.685%, maturing November 14, 2014

771,401

EUR

284,889

Term Loan, 6.685%, maturing November 14, 2014

400,704

EUR

583,333

Term Loan, 6.685%, maturing November 14, 2014

820,473

EUR

583,333

Term Loan, 7.185%, maturing November 14, 2015

824,413

EUR

833,333

Term Loan, 7.185%, maturing November 14, 2015

1,177,732

Com Hem

NR

NR

SEK

8,666,667

Term Loan, 7.030%, maturing January 31, 2014

1,263,127

 

See Accompanying Notes to Financial Statements
35

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

												Bank Loan Ratings† (Unaudited)								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Foreign Cable, Foreign TV, Radio and Equipment: (continued)
SEK	8,000,000							Term Loan, 7.155%, maturing
								January 31, 2015												$	1,165,963
								Levana Holding 4 GmbH				NR				NR
EUR	1,081,359							Term Loan, 6.770%, maturing March 02, 2015													1,161,696
EUR	1,081,359							Term Loan, 7.284%, maturing March 02, 2016													1,169,910
								Numericable/YPSO France SAS				NR				NR
EUR	765,871							Term Loan, 6.054%, maturing July 28, 2016													962,079
EUR	1,249,580							Term Loan, 6.679%, maturing July 28, 2016													1,569,708
EUR	1,984,549							Term Loan, 6.679%, maturing July 28, 2016													2,492,968
EUR	1,305,125							Term Loan, 6.929%, maturing July 28, 2016													1,656,832
EUR	694,875							Term Loan, 6.929%, maturing July 28, 2016													882,131
								ProSiebenSat.1 Media AG				NR				NR
EUR	64,583							Term Loan, 6.123%, maturing July 02, 2014													79,768
EUR	1,190,021							Term Loan, 6.123%, maturing July 02, 2014													1,469,806
SEK	2,269,914							Term Loan, 6.223%, maturing July 02, 2014													299,682
EUR	122,161							Term Loan, 6.248%, maturing May 09, 2015													132,164
EUR	2,715,121							Term Loan, 6.248%, maturing May 09, 2015													3,405,783
								TDF, S.A.				NR				NR
EUR	1,000,000							Term Loan, 6.185%, maturing January 31, 2015													1,212,943
EUR	1,000,000							Term Loan, 6.645%, maturing January 31, 2016													1,219,850
								UPC Financing Partnership				Ba3				B+
$	5,000,000							Term Loan, 5.014%, maturing December 31, 2014													4,407,815
EUR	1,741,434							Term Loan, 6.193%, maturing December 31, 2014													2,288,983
EUR	12,401,899							Term Loan, 6.193%, maturing December 31, 2014													16,301,358
								Virgin Media Investment Holdings, Ltd.				Ba2				BB
GBP	3,928,977							Term Loan, 7.657%, maturing September 03, 2012													7,203,207
GBP	3,361,428							Term Loan, 7.657%, maturing September 03, 2012													6,162,689
GBP	828,509							Term Loan, 7.680%, maturing September 03, 2012													1,518,950
GBP	421,274							Term Loan, 7.680%, maturing September 03, 2012													772,346
																					62,794,481
Gaming: 4.7%
								Cannery Casino Resorts, LLC				B2				BB
$	590,551							Term Loan, 4.025%, maturing May 18, 2013													553,641
	1,645,276							Term Loan, 5.320%, maturing May 18, 2013													1,542,446
								CCM Merger, Inc.				Ba3				BB-
	3,384,049							Term Loan, 6.519%, maturing July 13, 2012													2,944,122
								Centaur, LLC				B1				BB-
	1,649,123							Term Loan, 8.830%, maturing October 30, 2012													1,442,982

 

See Accompanying Notes to Financial Statements
36

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Gaming: (continued)

Fontainebleau Las Vegas, LLC

B1

B+

$

1,933,333

Term Loan, 8.400%, maturing June 06, 2014

$

1,614,333

Golden Nugget, Inc.

B1

BB-

954,545

Term Loan, 5.125%, maturing June 30, 2014

830,455

Green Valley Ranch Gaming, LLC

B1

BB-

1,434,205

Term Loan, 5.740%, maturing February 16, 2014

1,168,877

Green Valley Ranch Gaming, LLC

Caa1

CCC+

750,000

Term Loan, 6.335%, maturing August 16, 2014

573,750

Greenwood Racing, Inc.

B2

BB-

1,485,000

Term Loan, 5.380%, maturing November 28, 2011

1,373,625

Harrahs Operating Company, Inc

Ba2

BB

2,000,000

Term Loan, 6.244%, maturing January 28, 2015

1,836,608

Isle Of Capri Casinos, Inc.

Ba3

BB+

1,324,622

Term Loan, 4.875%, maturing November 25, 2013

1,146,901

4,393,328

Term Loan, 6.580%, maturing November 25, 2013

3,803,889

1,757,331

Term Loan, 6.580%, maturing November 25, 2013

1,521,556

Las Vegas Sands, LLC

Ba3

BB

6,368,000

Term Loan, 6.580%, maturing May 23, 2014

5,688,082

New World Gaming Partners, Ltd.

Ba3

BB-

708,333

Term Loan, 7.229%, maturing September 30, 2014

605,625

3,541,667

Term Loan, 7.229%, maturing September 30, 2014

3,028,125

Penn National Gaming, Inc.

Ba2

BBB-

1,500,000

Term Loan, 4.959%, maturing October 03, 2012

1,430,454

Riviera Holdings Corporation

B2

BB-

500,000

Term Loan, 5.130%, maturing June 08, 2014

455,000

Seminole Tribe Of Florida

Baa3

BBB

16,791

Term Loan, 6.688%, maturing March 05, 2014

15,909

Tropicana Entertainment — Landco

B3

B-

3,750,000

Term Loan, 5.372%, maturing July 03, 2008

3,576,563

VML US Finance, LLC

B1

BB-

1,600,000

Term Loan, 7.080%, maturing May 26, 2012

1,454,182

3,200,000

Term Loan, 7.080%, maturing May 25, 2013

2,908,365

2,000,000

Term Loan, 7.080%, maturing May 26, 2013

1,817,728

41,333,218

Grocery: 0.1%

Roundys Supermarkets, Inc.

Ba3

B+

1,131,970

Term Loan, 5.910%, maturing November 03, 2011

1,063,345

1,063,345

 

See Accompanying Notes to Financial Statements
37

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: 22.0%

Accellent, Inc.

B2

BB-

$

1,960,000

Term Loan, 5.839%, maturing

November 22, 2012

$

1,664,367

Advanced Medical Optics, Inc.

Ba2

BB-

992,500

Term Loan, 6.631%, maturing April 02, 2014

880,844

AGA Medical Corporation

B1

BB-

1,632,209

Term Loan, 5.150%, maturing April 28, 2013

1,460,827

AMN Healthcare, Inc.

Ba2

BB-

565,818

Term Loan, 6.580%, maturing November 02, 2011

512,065

Catalent Pharma Solutions

Ba3

BB-

6,544,889

Term Loan, 7.080%, maturing April 10, 2014

5,481,344

CHG Medical Staffing, Inc.

Ba3

B+

400,000

Term Loan, 7.210%, maturing June 20, 2012

378,000

1,584,000

Term Loan, 6.342%, maturing December 20, 2012

1,496,880

CHS/Community Health Systems, Inc.

Ba3

BB

52,591,647

Term Loan, 5.335%, maturing July 25, 2014

48,230,906

Concentra Operating Corporation

B1

B+

1,990,000

Term Loan, 7.080%, maturing June 25, 2014

1,671,600

CRC Health Corporation

Ba3

BB-

1,453,315

Term Loan, 7.093%, maturing February 06, 2013

1,307,075

1,473,844

Term Loan, 7.448%, maturing February 06, 2013

1,325,538

Davita, Inc.

Ba1

BB+

9,999,946

Term Loan, 5.336%, maturing October 05, 2012

9,406,199

Education Management Corporation

B2

B+

8,235,191

Term Loan, 6.625%, maturing June 01, 2013

7,167,194

Emdeon Business Services, LLC

B1

BB-

2,374,094

Term Loan, 7.107%, maturing November 16, 2013

2,190,101

EMSC, L.P.

Ba1

BB

3,202,387

Term Loan, 7.117%, maturing February 10, 2012

2,978,220

Gambro

NR

NR

646,459

Term Loan, 5.565%, maturing June 05, 2014

592,049

SEK

2,111,070

Term Loan, 7.196%, maturing June 05, 2014

313,964

SEK

2,146,343

Term Loan, 7.196%, maturing June 05, 2014

319,209

$

646,459

Term Loan, 6.065%, maturing June 05, 2015

595,281

SEK

2,111,070

Term Loan, 7.696%, maturing June 05, 2015

315,678

SEK

2,146,343

Term Loan, 7.696%, maturing June 05, 2015

320,952

Gentiva Health Services, Inc.

Ba3

BB-

$

2,513,513

Term Loan, 6.207%, maturing

March 31, 2013

2,306,149

Golden Gate National Senior Care

Holdings, LLC

Ba3

BB-

1,089,857

Term Loan, 5.872%, maturing March 14, 2011

1,002,669

 

See Accompanying Notes to Financial Statements
38

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

Harlan Sprague Dawley, Inc.

B2

BB-

$

2,508,750

Term Loan, 5.706%, maturing July 11, 2014

$

2,295,506

Harrington Holdings, Inc.

B1

BB-

2,448,167

Term Loan, 7.080%, maturing January 11, 2014

2,191,109

HCA, Inc.

Ba3

BB

35,237,035

Term Loan, 7.080%, maturing November 17, 2013

32,536,434

Health Management Associates, Inc.

Ba2

BB-

6,692,954

Term Loan, 6.580%, maturing February 28, 2014

5,782,884

Iasis Healthcare, LLC

Ba2

B+

2,978,605

Term Loan, 5.248%, maturing March 15, 2014

2,621,172

758,824

Term Loan, 5.551%, maturing March 15, 2014

667,765

273,450

Term Loan, 6.631%, maturing March 15, 2014

240,636

IM US Holdings, LLC

B1

BB

4,975,000

Term Loan, 6.843%, maturing June 26, 2014

4,433,969

inVentiv Health, Inc.

Ba3

BB-

938,143

Term Loan, 6.580%, maturing July 06, 2014

843,156

Lifepoint Hospitals, Inc.

Ba2

BB

1,821,524

Term Loan, 4.710%, maturing April 15, 2012

1,670,272

Multiplan, Inc.

B1

B+

1,316,894

Term Loan, 5.622%, maturing April 12, 2013

1,198,786

Mylan Laboratories, Inc.

B1

BB

1,500,000

Term Loan, 7.098%, maturing October 02, 2014

1,454,166

National Mentor, Inc.

B1

B+

117,736

Term Loan, 6.600%, maturing June 29, 2013

103,019

1,989,837

Term Loan, 6.730%, maturing June 29, 2013

1,741,108

Nycomed

NR

NR

EUR

394,286

Term Loan, 7.013%, maturing December 10, 2014

451,745

EUR

543,619

Term Loan, 7.013%, maturing December 10, 2014

622,841

EUR

1,418,795

Term Loan, 7.013%, maturing December 10, 2014

1,625,557

EUR

87,538

Term Loan, 7.013%, maturing December 10, 2014

100,295

EUR

55,762

Term Loan, 7.013%, maturing December 10, 2014

63,889

EUR

394,286

Term Loan, 7.763%, maturing December 10, 2014

451,745

EUR

55,762

Term Loan, 7.763%, maturing December 10, 2014

63,889

EUR

543,619

Term Loan, 7.763%, maturing December 10, 2014

622,841

 

See Accompanying Notes to Financial Statements
39

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

EUR

1,418,795

Term Loan, 7.763%, maturing

December 10, 2014

$

1,625,557

EUR

87,538

Term Loan, 7.763%, maturing December 10, 2014

100,295

Orthofix International/Colgate Medical

Ba3

BB+

$

1,804,242

Term Loan, 6.580%, maturing

September 22, 2013

1,632,839

Psychiatric Solutions, Inc.

Ba3

BB-

670,879

Term Loan, 6.173%, maturing July 01, 2012

618,886

Quintiles Transnational Corporation

B1

BB

4,991,473

Term Loan, 6.830%, maturing March 31, 2013

4,667,027

Renal Advantage, Inc.

NR

B+

3,570,991

Term Loan, 7.466%, maturing October 06, 2012

3,187,109

Rural/Metro Operating Company, LLC

Ba2

BB-

519,127

Term Loan, 6.450%, maturing March 04, 2011

514,585

976,470

Term Loan, 6.965%, maturing March 04, 2011

967,925

Select Medical Corporation

Ba2

BB-

2,431,250

Term Loan, 5.149%, maturing February 24, 2012

2,204,840

Sterigenics International, Inc.

B3

BB-

1,954,310

Term Loan, 7.330%, maturing November 21, 2013

1,778,422

Stiefel Laboratories, Inc.

B1

BB-

1,179,896

Term Loan, 6.693%, maturing December 28, 2013

1,094,353

1,542,604

Term Loan, 6.693%, maturing December 28, 2013

1,430,766

Sun Healthcare Group, Inc.

Ba2

B+

139,655

Term Loan, 5.901%, maturing April 12, 2014

127,086

847,364

Term Loan, 5.918%, maturing April 12, 2014

771,101

217,241

Term Loan, 6.930%, maturing April 12, 2014

197,690

Surgical Care Affiliates, LLC

Ba3

B

2,985,000

Term Loan, 7.080%, maturing December 29, 2014

2,492,475

Team Health, Inc.

B1

BB-

2,042,359

Term Loan, 5.089%, maturing November 23, 2012

1,802,381

United Surgical Partners International, Inc.

Ba3

B

204,839

Term Loan, 4.166%, maturing April 19, 2014

184,355

1,664,839

Term Loan, 5.490%, maturing April 19, 2014

1,498,355

Vanguard Health Holdings Company II, LLC

Ba3

B+

7,823,387

Term Loan, 5.372%, maturing September 23, 2011

7,256,192

Viant Holdings, Inc.

Ba3

B+

746,250

Term Loan, 7.080%, maturing June 25, 2014

570,881

VWR International, Inc.

B1

B+

EUR

2,500,000

Term Loan, 7.271%, maturing June 29, 2014

3,399,211

 

See Accompanying Notes to Financial Statements
40

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Healthcare, Education and Childcare: (continued)

$

3,500,000

Term Loan, 7.330%, maturing June 29, 2014

$

3,018,750

194,840,976

Home & Office Furnishings: 1.6%

Global Garden Products Italy, S.P.A.

NR

NR

EUR

1,250,000

Term Loan, 7.148%, maturing

October 19, 2014

1,666,373

EUR

1,250,000

Term Loan, 7.648%, maturing

October 19, 2015

1,675,868

Hilding Anders

NR

NR

SEK

18,071,429

Term Loan, 6.690%, maturing April 25, 2015

2,274,335

EUR

328,571

Term Loan, 6.999%, maturing April 25, 2015

410,564

National Bedding Company

B1

BB

$

2,194,088

Term Loan, 5.969%, maturing

February 28, 2013

1,843,034

Simmons Company

Ba2

BB-

6,942,562

Term Loan, 5.627%, maturing December 19, 2011

6,230,950

14,101,124

Insurance: 1.8%

AmWINS Group, Inc.

B2

B-

1,990,000

Term Loan, 6.708%, maturing June 08, 2013

1,417,875

Applied Systems, Inc.

B1

B-

1,975,000

Term Loan, 7.190%, maturing September 26, 2013

1,797,250

Conseco, Inc.

Ba3

B+

6,177,525

Term Loan, 5.122%, maturing October 10, 2013

5,106,756

Crawford & Company

B1

BB-

2,861,161

Term Loan, 7.580%, maturing October 30, 2013

2,625,115

Hub International, Ltd.

B2

B+

283,967

Term Loan, 6.069%, maturing June 13, 2014

247,051

1,625,817

Term Loan, 7.330%, maturing June 13, 2014

1,414,461

Swett & Crawford

B2

B

2,580,500

Term Loan, 6.248%, maturing April 03, 2014

2,038,595

USI Holdings Corporation

B2

B

1,791,000

Term Loan, 7.580%, maturing May 05, 2014

1,598,468

16,245,571

Leisure, Amusement, Entertainment: 8.1%

24 Hour Fitness Worldwide, Inc.

Ba3

B+

3,193,125

Term Loan, 6.949%, maturing June 08, 2012

2,650,294

Alpha D2, Ltd.

NR

NR

1,714,286

Term Loan, 7.093%, maturing December 31, 2012

1,502,571

1,285,714

Term Loan, 7.093%, maturing December 31, 2013

1,126,929

AMF Bowling Worldwide, Inc.

B1

B+

3,109,375

Term Loan, 7.678%, maturing June 10, 2013

2,565,234

Cedar Fair, L.P.

Ba3

BB

7,877,531

Term Loan, 5.122%, maturing August 30, 2012

7,343,829

 

See Accompanying Notes to Financial Statements
41

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Leisure, Amusement, Entertainment: (continued)

Cinemark USA, Inc.

Ba3

B

$

3,688,682

Term Loan, 5.340%, maturing

October 05, 2013

$

3,276,011

HIT Entertainment, Inc.

Ba3

B+

1,940,892

Term Loan, 5.150%, maturing March 20, 2012

1,659,463

Kerasotes Showplace Theater, LLC

B1

B-

120,000

Revolver, 1.098%, maturing October 31, 2010

114,000

302,295

Term Loan, 5.438%, maturing October 28, 2011

272,066

Metro-Goldwyn-Mayer, Inc.

Ba3

B+

7,833,661

Term Loan, 8.108%, maturing April 08, 2012

6,508,464

33,326,493

Term Loan, 8.108%, maturing April 08, 2012

27,688,750

NEP II, Inc.

B1

B

4,463,748

Term Loan, 7.108%, maturing February 16, 2014

3,969,017

Warner Music Group

Ba3

BB-

14,931,517

Term Loan, 5.249%, maturing February 28, 2011

13,519,249

72,195,877

Lodging: 2.0%

Audio Visual Services Corporation

Ba3

B+

997,500

Term Loan, 5.520%, maturing February 28, 2014

907,725

Hotel Del Coronado

NR

NR

16,400,000

Term Loan, 5.987%, maturing January 15, 2009

16,400,000

17,307,725

Machinery: 1.5%

Enersys Capital, Inc.

Ba2

BB

4,128,010

Term Loan, 5.242%, maturing March 17, 2011

3,849,369

Kion Group

NR

NR

EUR

1,238,909

Term Loan, 6.775%, maturing December 23, 2014

1,610,806

EUR

1,145,833

Term Loan, 7.275%, maturing December 23, 2015

1,497,529

LN Acquisition Corporation

B1

BB-

$

362,045

Term Loan, 5.751%, maturing July 11, 2014

336,702

135,682

Term Loan, 5.754%, maturing July 11, 2014

126,184

Maxim Crane Works, L.P.

B1

BB-

2,487,500

Term Loan, 5.145%, maturing June 29, 2014

2,189,000

United Rentals, Inc.

Ba1

BB+

3,505,377

Term Loan, 5.100%, maturing February 14, 2011

3,341,791

12,951,381

Mining, Steel, Iron & Nonprecious Metals: 1.0%

Continental Alloys & Services, Inc.

B2

B

497,500

Term Loan, 7.330%, maturing June 15, 2012

472,625

 

See Accompanying Notes to Financial Statements
42

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

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

Noranda Aluminum Acquisition Corporation

Ba2

BB-

$

741,563

Term Loan, 5.065%, maturing May 18, 2014

$

652,575

Novelis

Ba2

BB

1,243,750

Term Loan, 6.830%, maturing July 06, 2014

1,098,853

2,736,250

Term Loan, 6.830%, maturing July 06, 2014

2,417,477

Oxbow Carbon and Minerals Holdings, LLC

B1

BB-

2,909,150

Term Loan, 6.820%, maturing May 08, 2014

2,574,598

260,436

Term Loan, 6.830%, maturing May 08, 2014

230,486

Tube City IMS Corporation

Ba3

BB

162,162

Term Loan, 7.080%, maturing January 25, 2013

147,568

1,327,804

Term Loan, 7.080%, maturing January 25, 2013

1,208,302

8,802,484

North American Cable: 17.1%

Atlantic Broadband

B1

B

1,970,116

Term Loan, 7.080%, maturing August 10, 2012

1,742,731

Bresnan Communications, LLC

B2

BB-

2,750,000

Term Loan, 5.576%, maturing September 29, 2013

2,477,945

2,246,939

Term Loan, 5.930%, maturing April 30, 2014

2,024,651

Cequel Communications, LLC

B1

BB-

38,716,957

Term Loan, 6.508%, maturing April 04, 2013

32,729,031

Cequel Communications, LLC

Caa1

B-

525,000

Term Loan, 7.739%, maturing May 05, 2014

404,250

Charter Communications Operating, LLC

B1

B+

60,364,583

Term Loan, 5.260%, maturing March 06, 2014

53,228,644

CSC Holdings, Inc.

Ba1

BBB-

31,288,184

Term Loan, 6.896%, maturing March 29, 2013

29,010,655

Insight Midwest Holdings, LLC

Ba3

BB-

11,002,500

Term Loan, 6.730%, maturing April 06, 2014

9,914,287

Knology, Inc.

B2

B

1,990,000

Term Loan, 6.953%, maturing June 30, 2012

1,691,500

Mediacom Broadband, LLC

Ba3

BB-

10,781,100

Term Loan, 4.895%, maturing January 31, 2015

9,339,128

Quebecor Media, Inc.

B1

B

2,940,000

Term Loan, 6.258%, maturing January 17, 2013

2,690,100

San Juan Cable, LLC

B1

BB-

1,716,867

Term Loan, 6.978%, maturing October 31, 2012

1,467,921

WideOpenWest Finance, LLC

B2

B-

5,833,333

Term Loan, 5.831%, maturing June 28, 2014

4,943,750

151,664,593

 

See Accompanying Notes to Financial Statements
43

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: 6.8%

Alon USA

B1

BB

$

1,751,111

Term Loan, 5.372%, maturing June 22, 2013

$

1,562,867

218,889

Term Loan, 5.521%, maturing June 22, 2013

195,358

Atlas Pipeline Partners, L.P.

Ba3

BB-

3,000,000

Term Loan, 5.880%, maturing July 27, 2014

2,840,001

Calumet Lubricants Company

B1

BB-

2,102,012

Term Loan, 7.065%, maturing December 15, 2014

1,986,401

272,989

Term Loan, 8.553%, maturing December 15, 2014

257,974

Coffeyville Resources, LLC

B2

BB-

1,067,105

Term Loan, 7.979%, maturing December 28, 2010

1,007,525

1,271,707

Term Loan, 7.479%, maturing December 28, 2013

1,200,704

CR Gas Storage

Ba3

BB-

461,382

Term Loan, 6.741%, maturing May 13, 2011

432,545

317,452

Term Loan, 6.808%, maturing May 12, 2013

297,611

2,851,846

Term Loan, 7.323%, maturing May 12, 2013

2,673,606

469,832

Term Loan, 7.323%, maturing May 12, 2013

440,468

Energy Transfer Company, L.P.

Ba2

NR

8,000,000

Term Loan, 4.878%, maturing February 08, 2012

7,516,664

Helix Energy Solutions Group, Inc.

Ba2

BB+

2,636,858

Term Loan, 6.536%, maturing July 01, 2013

2,461,066

Hercules Offshore, LLC

Ba3

BB

2,487,500

Term Loan, 6.580%, maturing July 11, 2013

2,310,266

McJunkin Corporation

B2

B+

2,677,613

Term Loan, 8.080%, maturing January 31, 2013

2,557,121

MEG Energy

Ba3

BB

918,800

Term Loan, 3.217%, maturing April 03, 2013

833,811

2,751,000

Term Loan, 6.830%, maturing April 03, 2013

2,514,414

Pine Prairie Energy Center

B1

B+

496,250

Term Loan, 5.670%, maturing December 31, 2013

473,919

Semcrude, L.P.

Ba2

NR

5,211,875

Term Loan, 5.122%, maturing March 01, 2011

5,016,430

SG Resources Mississippi, LLC

B1

BB-

2,500,000

Term Loan, 5.019%, maturing April 02, 2014

2,350,000

Targa Resources, Inc.

Ba3

B+

4,186,452

Term Loan, 6.903%, maturing October 31, 2012

3,931,079

1,758,674

Term Loan, 6.955%, maturing October 31, 2012

1,651,395

Venoco, Inc.

Caa1

B

3,000,000

Term Loan, 7.125%, maturing September 20, 2011

2,640,000

 

See Accompanying Notes to Financial Statements
44

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Oil & Gas: (continued)

Vulcan Energy Corporation

Ba2

BB

$

4,340,471

Term Loan, 4.628%, maturing

August 12, 2011

$

4,085,469

Western Refining, Inc.

B1

BB+

10,348,000

Term Loan, 4.994%, maturing May 30, 2014

9,360,625

60,597,319

Other Broadcasting and Entertainment: 2.4%

Deluxe Entertainment Services Group, Inc.

B1

B

118,110

Term Loan, 7.080%, maturing May 11, 2013

101,575

2,465,055

Term Loan, 7.080%, maturing May 11, 2013

2,119,947

227,858

Term Loan, 7.080%, maturing May 11, 2013

195,958

VNU

Ba3

B+

20,834,619

Term Loan, 5.346%, maturing August 09, 2013

18,490,724

20,908,204

Other Telecommunications: 4.0%

Asurion Corporation

B2

B-

15,250,000

Term Loan, 6.095%, maturing July 03, 2014

13,008,250

BCM Ireland Holdings, Ltd.

Ba3

BB

EUR

2,083,333

Term Loan, 6.625%, maturing

September 30, 2014

2,778,507

EUR

2,083,333

Term Loan, 6.875%, maturing

September 30, 2015

2,782,564

Cavalier Telephone

B3

B-

$

2,475,013

Term Loan, 9.580%, maturing

December 31, 2012

1,905,760

Gabriel Communications

B2

CCC+

497,500

Term Loan, 8.241%, maturing May 31, 2014

449,616

Hargray Communications Group, Inc.

B1

B

480,692

Term Loan, 7.080%, maturing June 29, 2014

441,035

Hawaiian Telcom Communications, Inc.

Ba3

B-

2,818,023

Term Loan, 7.080%, maturing June 01, 2014

2,299,036

Iowa Telecommunications Services, Inc.

Ba3

BB-

1,500,000

Term Loan, 6.679%, maturing November 23, 2011

1,397,813

Kentucky Data Link, Inc.

B1

B

3,966,284

Term Loan, 5.372%, maturing February 26, 2014

3,569,656

One Communications

B2

B-

2,851,071

Term Loan, 9.000%, maturing June 30, 2012

2,551,709

PAETEC Holding Corporation

B1

B-

642,672

Term Loan, 5.622%, maturing February 28, 2013

582,153

Time Warner Telecom Holdings, Inc.

Ba2

B

3,187,800

Term Loan, 5.130%, maturing January 07, 2013

2,974,217

U.S. Telepacific Corporation

B1

CCC+

987,503

Term Loan, 8.965%, maturing August 04, 2011

957,878

35,698,194

 

See Accompanying Notes to Financial Statements
45

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal & Nondurable Consumer Products: 4.7%

Advantage Sales And Marketing

B2

B-

$

3,041,360

Term Loan, 5.563%, maturing

March 29, 2013

$

2,645,984

Bushnell Performance Optics

Ba3

BB-

1,745,625

Term Loan, 8.580%, maturing August 24, 2013

1,640,888

Fender Musical Instruments Corporation

B2

B+

1,166,667

Term Loan, 6.970%, maturing June 09, 2014

991,667

2,321,667

Term Loan, 7.160%, maturing June 09, 2014

1,973,417

Gibson Guitar Corporation

B2

B

495,000

Term Loan, 7.330%, maturing December 29, 2013

475,200

Huish Detergents, Inc.

B1

B+

2,686,500

Term Loan, 6.830%, maturing April 26, 2014

2,196,214

Information Resources, Inc.

Ba2

B+

463,080

Term Loan, 4.845%, maturing May 16, 2014

400,565

Jarden Corporation

Ba3

BB-

1,184,282

Term Loan, 6.580%, maturing January 24, 2012

1,090,198

9,193,720

Term Loan, 6.580%, maturing January 24, 2012

8,463,335

KIK Custom Products, Inc.

B1

B

72,988

Term Loan, 7.110%, maturing May 31, 2014

53,038

425,762

Term Loan, 7.110%, maturing May 31, 2014

309,387

Mega Bloks, Inc.

Ba3

B

975,000

Term Loan, 5.500%, maturing July 26, 2012

770,250

Natural Products Group, LLC

B1

B+

1,588,141

Term Loan, 6.182%, maturing March 08, 2014

1,052,143

Norwood Promotional Products

NR

NR

16,875,587

Term Loan, 6.000%, maturing August 17, 2011

15,525,540

Spectrum Brands, Inc.

B2

B-

44,301

Term Loan, 7.144%, maturing March 30, 2013

39,882

881,824

Term Loan, 7.815%, maturing March 30, 2013

793,862

Totes Isotoner Corporation

B2

B

412,500

Term Loan, 7.331%, maturing January 31, 2013

367,125

Yankee Candle Company, Inc.

Ba3

BB-

3,693,077

Term Loan, 6.831%, maturing February 06, 2014

3,277,606

42,066,301

Personal, Food & Miscellaneous: 2.5%

Acosta, Inc.

B1

B

2,955,000

Term Loan, 5.370%, maturing July 28, 2013

2,580,699

Arbys Restaurant Group, Inc.

Ba3

BB

5,355,078

Term Loan, 5.715%, maturing July 25, 2012

4,946,754

 

See Accompanying Notes to Financial Statements
46

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Personal, Food & Miscellaneous: (continued)

Culligan International Company

B2

B+

$

992,500

Term Loan, 6.345%, maturing

November 24, 2012

$

755,955

Dennys, Inc.

Ba2

BB

762,613

Term Loan, 6.855%, maturing March 31, 2012

718,763

555,000

Term Loan, 6.950%, maturing March 31, 2012

523,088

MD Beauty, Inc.

B1

BB-

2,406,749

Term Loan, 5.380%, maturing February 18, 2012

2,310,479

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

B1

B

3,191,953

Term Loan, 6.416%, maturing May 22, 2014

2,601,442

OSI Restaurant Partners, Inc.

B1

BB-

372,420

Term Loan, 7.488%, maturing June 14, 2013

304,853

4,402,983

Term Loan, 5.438%, maturing June 14, 2014

3,604,154

QCE, LLC

B2

B+

2,035,667

Term Loan, 7.030%, maturing May 05, 2013

1,739,042

Reddy Ice Group, Inc.

Ba3

BB-

1,000,000

Term Loan, 6.127%, maturing August 09, 2012

900,000

Sbarro, Inc.

Ba3

B+

496,250

Term Loan, 7.407%, maturing January 31, 2014

443,523

Seminole Hard Rock Entertainment

B1

BB

750,000

Floating Rate Note, 7.491%, maturing March 15, 2014

585,000

U.S. Security Holdings, Inc.

B1

B+

614,063

Term Loan, 7.350%, maturing May 08, 2013

610,992

22,624,744

Printing & Publishing: 11.8%

American Achievement Corporation

Ba3

BB-

520,531

Term Loan, 5.424%, maturing March 25, 2011

481,491

Ascend Media Holdings, LLC

B3

B

853,249

Term Loan, 8.964%, maturing January 31, 2012

733,794

Black Press, Ltd.

Ba3

BB-

728,621

Term Loan, 5.085%, maturing August 02, 2013

658,313

1,203,136

Term Loan, 5.085%, maturing August 02, 2013

1,087,334

Canwest Media, Inc.

Ba1

BB-

1,985,000

Term Loan, 5.085%, maturing July 10, 2014

1,808,831

Caribe Information Investments, Inc.

B1

B+

1,742,742

Term Loan, 6.013%, maturing March 31, 2013

1,581,538

Cengage Learning, Inc.

B1

B+

17,206,875

Term Loan, 5.813%, maturing July 05, 2014

15,102,939

 

See Accompanying Notes to Financial Statements
47

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Cenveo Corporation

Ba2

BB+

$

2,844,119

Term Loan, 6.660%, maturing June 21, 2013

$

2,517,045

61,603

Term Loan, 6.660%, maturing June 21, 2013

54,519

Dex Media West, LLC

Ba1

BB+

2,777,837

Term Loan, 5.607%, maturing March 09, 2010

2,650,520

Hanley Wood, LLC

B2

B

2,715,688

Term Loan, 6.745%, maturing March 08, 2014

2,063,923

Idearc, Inc.

Ba2

BBB-

25,170,874

Term Loan, 6.830%, maturing November 17, 2014

20,860,375

Intermedia Outdoor, Inc.

NR

NR

1,633,500

Term Loan, 7.830%, maturing January 31, 2013

1,429,313

Mediannuaire Holding

NR

NR

EUR

600,000

Term Loan, 7.177%, maturing April 10, 2016

760,739

EUR

600,000

Term Loan, 7.677%, maturing April 10, 2016

764,538

Medimedia USA, Inc.

Ba3

BB-

$

1,234,375

Term Loan, 7.171%, maturing

October 05, 2013

1,129,453

Merrill Communications, LLC

Ba3

BB-

2,901,564

Term Loan, 6.399%, maturing May 15, 2011

2,596,900

Nelson Canada

Ba3

BB-

3,990,000

Term Loan, 7.330%, maturing July 05, 2014

3,670,800

PagesJaunes Groupe, S.A.

NR

NR

EUR

800,000

Term Loan, 6.677%, maturing

October 24, 2013

1,052,588

PBL Media

B1

NR

AUD

24,331,191

Term Loan, 9.865%, maturing

February 05, 2013

20,243,274

Prism Business Media Holdings/Penton

Media, Inc.

B1

BB-

$

1,687,250

Term Loan, 5.372%, maturing

February 01, 2013

1,356,127

R.H. Donnelley Corporation

Ba1

BB+

7,842,877

Term Loan, 5.866%, maturing June 30, 2011

7,260,104

Readers Digest

B1

B+

EUR

751,552

Term Loan, 6.791%, maturing

March 02, 2014

936,242

4,342,188

Term Loan, 7.131%, maturing March 02, 2014

3,573,620

Source Media, Inc.

B1

B

2,786,119

Term Loan, 7.080%, maturing November 08, 2011

2,451,785

Thomas Nelson Publishers

B1

B

2,298,333

Term Loan, 6.380%, maturing June 12, 2012

1,896,125

Tribune Company

B2

BB-

497,500

Term Loan, 7.910%, maturing May 19, 2014

365,787

Valassis Communications, Inc.

Ba2

BB

971,150

Term Loan, 6.580%, maturing March 02, 2014

892,851

 

See Accompanying Notes to Financial Statements
48

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Printing & Publishing: (continued)

Yell Group, PLC

Ba3

BB-

$

2,000,000

Term Loan, 5.122%, maturing

February 10, 2013

$

1,738,750

EUR

2,000,000

Term Loan, 6.185%, maturing February 27, 2013

2,676,746

104,396,364

Radio and TV Broadcasting: 6.7%

Block Communications, Inc.

Ba1

BB

$

980,000

Term Loan, 6.830%, maturing

December 22, 2012

901,600

Citadel Broadcasting Corporation

Ba3

BB-

9,600,000

Term Loan, 5.625%, maturing June 12, 2014

7,308,000

CMP KC, LLC

NR

NR

1,363,163

Term Loan, 7.220%, maturing May 03, 2011

1,226,847

CMP Susquehanna Corporation

B1

B-

4,936,286

Term Loan, 5.166%, maturing May 05, 2013

4,035,414

Cumulus Media, Inc.

Ba3

B

2,847,027

Term Loan, 4.885%, maturing June 11, 2014

2,363,032

CW Media Holdings, Inc.

Ba1

B+

2,743,125

Term Loan, 8.080%, maturing February 15, 2015

2,564,822

Emmis Communication

B2

B+

1,205,201

Term Loan, 6.843%, maturing November 01, 2013

1,014,378

Local TV Finance, LLC

Ba3

B+

2,885,500

Term Loan, 5.161%, maturing May 07, 2013

2,495,958

Nexstar Broadcasting Group

Ba3

BB-

2,251,331

Term Loan, 6.580%, maturing October 01, 2012

2,054,340

2,377,665

Term Loan, 6.580%, maturing October 01, 2012

2,169,620

Nextmedia Operating, Inc.

B1

B+

1,484,554

Term Loan, 5.086%, maturing November 15, 2012

1,298,985

659,802

Term Loan, 5.098%, maturing November 15, 2012

577,327

Paxson Communications

B1

CCC+

4,500,000

Term Loan, 7.508%, maturing January 15, 2012

3,825,000

Regent Communications

B2

B+

1,485,000

Term Loan, 7.093%, maturing November 21, 2013

1,213,988

Spanish Broadcasting Systems

B2

B-

3,890,000

Term Loan, 6.580%, maturing June 11, 2012

3,267,600

Univision Communications, Inc.

Ba3

B+

24,526,462

Term Loan, 5.490%, maturing September 29, 2014

20,661,190

Univision Communications, Inc.

B3

CCC+

2,250,000

Term Loan, 5.625%, maturing March 29, 2009

2,176,875

59,154,976

 

See Accompanying Notes to Financial Statements
49

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: 10.2%

Amscan Holdings, Inc.

B1

B

$

1,488,750

Term Loan, 5.901%, maturing May 25, 2013

$

1,339,875

Burlington Coat Factory

B2

B-

5,787,868

Term Loan, 5.340%, maturing May 28, 2013

4,889,544

CBR Fashion Holding

NR

NR

EUR

500,000

Term Loan, 6.310%, maturing July 20, 2015

624,771

EUR

460,000

Term Loan, 6.560%, maturing July 20, 2016

578,284

Claires Stores, Inc.

B1

B+

$

4,975,000

Term Loan, 6.472%, maturing May 29, 2014

3,930,250

Dollar General Corporation

B2

B+

12,500,000

Term Loan, 5.994%, maturing July 06, 2014

11,171,875

Dollarama Group, L.P.

Ba1

BB-

3,395,766

Term Loan, 4.994%, maturing November 18, 2011

2,988,274

General Nutrition Centers, Inc.

B1

B-

3,573,000

Term Loan, 7.035%, maturing September 16, 2013

2,928,074

Guitar Center, Inc.

B2

B-

5,000,000

Term Loan, 6.640%, maturing October 09, 2014

4,200,000

Harbor Freight Tools USA, Inc.

B1

B+

6,832,211

Term Loan, 5.368%, maturing July 15, 2010

6,080,667

Mapco Express, Inc.

B2

B+

2,205,959

Term Loan, 6.010%, maturing April 28, 2011

2,051,542

Mattress Firm

B1

B+

496,256

Term Loan, 5.500%, maturing January 18, 2014

359,786

Michaels Stores, Inc.

B2

B

8,669,033

Term Loan, 5.432%, maturing October 31, 2013

7,499,702

Nebraska Book Company, Inc.

Ba2

B

2,388,470

Term Loan, 7.650%, maturing March 04, 2011

2,236,205

Neiman Marcus Group, Inc.

Ba3

BB+

14,299,578

Term Loan, 6.602%, maturing April 06, 2013

13,266,047

Oriental Trading Company, Inc.

B1

B+

2,401,524

Term Loan, 5.360%, maturing July 31, 2013

1,999,269

Petco Animal Supplies, Inc.

Ba3

BB-

5,073,750

Term Loan, 6.261%, maturing October 26, 2013

4,610,770

Phones 4U Group, Ltd.

NR

NR

GBP

1,615,726

Term Loan, 7.849%, maturing

September 22, 2014

2,449,442

GBP

1,545,301

Term Loan, 8.599%, maturing

September 22, 2015

2,351,321

Rite Aid

Ba3

BB-

$

5,000,000

Term Loan, 4.907%, maturing June 04, 2014

4,454,690

Sally Holding, LLC

B2

BB-

3,458,725

Term Loan, 5.700%, maturing November 16, 2013

3,211,672

 

See Accompanying Notes to Financial Statements
50

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Bank Loan Ratings† (Unaudited)

Market

Principal Amount

Borrower/Tranche Description

Moody's

S&P

Value

Retail Stores: (continued)

Sports Authority

B2

B

$

985,000

Term Loan, 7.080%, maturing May 03, 2013

$

817,550

Toys "R" Us, Inc.

B2

BB-

1,368,159

Term Loan, 7.315%, maturing July 19, 2012

1,267,542

Vivarte

NR

NR

EUR

2,500,000

Term Loan, 6.175%, maturing June 28, 2015

2,729,133

EUR

2,500,000

Term Loan, 6.675%, maturing June 28, 2016

2,746,768

90,783,053

Satellite: 0.4%

Intelsat Corporation

B1

BB-

$

1,398,619

Term Loan, 5.144%, maturing

January 03, 2012

1,277,405

1,398,200

Term Loan, 5.144%, maturing January 03, 2012

1,277,022

1,398,200

Term Loan, 5.144%, maturing January 03, 2012

1,277,022

3,831,449

Telecommunications Equipment: 1.4%

Macquarie UK Broadcast Ventures, Ltd.

NR

NR

GBP

4,500,000

Term Loan, 7.951%, maturing

December 01, 2014

7,448,287

Sorenson Communications, Inc.

B1

B

$

4,885,214

Term Loan, 7.375%, maturing

August 16, 2014

4,598,207

12,046,494

Textiles & Leather: 1.1%

Hanesbrands, Inc.

Ba2

BB

937,041

Term Loan, 4.998%, maturing September 05, 2013

896,631

Iconix Brand Group, Inc.

Ba2

BB

1,687,271

Term Loan, 7.080%, maturing April 30, 2013

1,573,380

Polymer Group, Inc.

B1

BB

6,737,196

Term Loan, 7.093%, maturing November 22, 2012

5,731,126

St. John Knits International, Inc.

B1

BB

698,281

Term Loan, 7.843%, maturing March 21, 2012

607,505

Targus Group, Inc.

B2

B

1,457,221

Term Loan, 7.608%, maturing November 22, 2012

1,258,066

10,066,708

Utilities: 9.4%

Boston Generating, LLC

B1

B+

256,593

Term Loan, 7.080%, maturing December 20, 2013

225,664

1,916,404

Term Loan, 7.080%, maturing December 20, 2013

1,685,408

7,070,723

Term Loan, 7.080%, maturing December 20, 2013

6,218,446

 

See Accompanying Notes to Financial Statements
51

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

												Bank Loan Ratings† (Unaudited)								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Utilities: (continued)
								Calpine Corporation				B2				B+
$	315,000							Revolver, 1.337%, maturing
								March 29, 2009												$	281,925
	8,534,079							Term Loan, 7.080%, maturing March 29, 2009													7,622,000
								Cellnet Technology, Inc.				Ba2				NR
	1,299,620							Term Loan, 6.860%, maturing July 22, 2011													1,202,148
								Cellnet Technology, Inc.				B2				NR
	333,333							Term Loan, 9.110%, maturing October 22, 2011													303,333
								Coleto Creek WLE, L.P.				B1				BB-
	375,000							Revolver, 1.709%, maturing June 30, 2011													273,750
	5,215,703							Term Loan, 7.580%, maturing June 28, 2013													4,635,456
	764,331							Term Loan, 7.948%, maturing June 28, 2013													679,299
								FirstLight Power Resources, Inc.				B1				BB-
	792,683							Term Loan, 7.375%, maturing November 01, 2013													679,726
	1,834,852							Term Loan, 7.430%, maturing November 01, 2013													1,573,386
								FirstLight Power Resources, Inc.				B3				B-
	1,675,000							Term Loan, 9.438%, maturing May 01, 2014													1,384,667
								Infrastrux Group, Inc.				B2				B
	4,279,474							Term Loan, 7.771%, maturing November 03, 2012													3,851,526
								KGEN, LLC				Ba3				BB
	937,500							Term Loan, 6.625%, maturing February 05, 2014													820,313
	1,546,875							Term Loan, 6.625%, maturing February 05, 2014													1,353,516
								Longview Power, LLC				Ba3				BB
	837,333							Term Loan, 6.092%, maturing February 28, 2014													761,973
	266,667							Term Loan, 7.080%, maturing February 28, 2014													242,667
	800,000							Term Loan, 7.250%, maturing February 28, 2014													728,000
								MACH Gen, LLC				B2				B+
	453,125							Term Loan, 6.830%, maturing February 22, 2013													423,219
	4,336,406							Term Loan, 5.100%, maturing February 22, 2014													4,050,203
								NRG Energy, Inc.				Ba1				BB
	13,223,556							Term Loan, 6.480%, maturing February 01, 2013													12,215,260
	7,904,268							Term Loan, 6.580%, maturing February 01, 2013													7,301,567
								NSG Holdings, LLC				Ba2				BB
	183,673							Term Loan, 6.560%, maturing June 15, 2014													163,469
	1,390,112							Term Loan, 6.560%, maturing June 15, 2014													1,237,199

 

See Accompanying Notes to Financial Statements
52

---

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

												Bank Loan Ratings† (Unaudited)								Market
Principal Amount								Borrower/Tranche Description				Moody's				S&P				Value
Utilities: (continued)
								Riverside Energy Center, LLC				Ba3				B
$	57,431							Term Loan, 9.210%, maturing June 24, 2010												$	56,498
	367,065							Term Loan, 7.494%, maturing June 24, 2011													361,101
	677,766							Term Loan, 7.494%, maturing June 24, 2011													666,752
Texas Competitive Electric Holdings								Company, LLC				Ba3				B+
	5,985,000							Term Loan, 6.579%, maturing October 10, 2014													5,478,450
	2,997,500							Term Loan, 6.583%, maturing October 10, 2014													2,742,713
								TPF Generation Holdings, LLC				Ba3				BB-
	4,755,118							Term Loan, 6.830%, maturing December 15, 2013													4,163,700
	1,600,000							Term Loan, 6.930%, maturing December 15, 2013													1,401,000
								TPF Generation Holdings, LLC				B3				B-
	1,500,000							Term Loan, 9.080%, maturing December 15, 2014													1,300,001
								Viridian Group PLC				NR				NR
EUR	1,072,386							Term Loan, 8.304%, maturing December 19, 2012													1,354,926
GBP	1,080,000							Term Loan, 9.726%, maturing December 19, 2012													1,818,009
								Wolf Hollow I, L.P.				B1				B+
$	450,000							Term Loan, 5.372%, maturing June 22, 2012													371,251
	1,800,000							Term Loan, 5.372%, maturing June 22, 2012													1,530,000
	2,111,218							Term Loan, 7.080%, maturing June 22, 2012													1,794,536
																					82,953,057
								Total Senior Loans (Cost $1,830,868,483)													1,643,761,920
Other Corporate Debt: 0.6%
Automobile: 0.6%
								Avis Budget Car Rental				Ba1				BB-
	750,000							Floating Rate Note, 7.369%, maturing May 15, 2014													603,750
								Navistar International Corporation				NR				NR
	4,950,000							Unsecured Term Loan, 6.501%, maturing January 19, 2012													4,455,000
								Total Other Corporate Debt (Cost $5,700,000)													5,058,750

 

See Accompanying Notes to Financial Statements
53

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ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Equities and Other Assets: 0.1%
				Description								Market Value
(1), (@), (R)				Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)								$	—
(@), (R)				Block Vision Holdings Corporation (571 Common Shares)									—
(2), (@), (R)				Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)									—
(2), (@), (R)				Cedar Chemical (Liquidation Interest)									—
(@), (R)				Covenant Care, Inc. (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)									—
(@), (R)				Humphrey's, Inc. (Residual Interest in Bankruptcy Estate)									—
(@), (R)				IAP Acquisition Corporation (3,524 Common Shares)									—
(@), (R)				IAP Acquisition Corporation (1,084 Common Shares)									—
(@), (R)				IAP Acquisition Corporation (1,814 Common Shares)									—
(@), (R)				IAP Acquisition Corporation (17,348 Common Shares)									—
(2), (@), (R)				Imperial Home Décor Group, Inc. (Liquidation Interest)									—
(2), (@), (R)				IT Group, Inc. (Residual Interest in Bankruptcy Estate)									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 Eastern Fine (Residual Interest in Bankruptcy Estate)									—
(@), (R)				Norwood Promotional Products, Inc. (104,148 Common Shares)									—
(@), (R)				Norwood Promotional Products, Inc. (Contingent Value Rights)									377,999
(@), (R)				Safelite Realty Corporation (57,804 Common Shares)									462,432
(1), (@), (R)				Transtar Metals (Residual Interest in Bankruptcy Estate)									—
(1), (@), (R)				TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)									—
(2), (@), (R)				US Office Products Company (Residual Interest in Bankruptcy Estate)									—
				Total for Equities and Other Assets (Cost $5,533,613)									840,481
				Total Investments (Cost $1,842,102,096)**					186.0	%		$	1,649,661,151
				Other Assets and Liabilities — Net					(86.0	)			(762,685,247	)
				Net Assets					100.0	%		$	886,975,904

 

  *  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.

See Accompanying Notes to Financial Statements
54

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ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

  †  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.

  (@)  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 $1,842,156,295.

    Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation				$	3,882,962
Gross Unrealized Depreciation					(196,378,106	)
Net Unrealized Depreciation				$	(192,495,144	)

 

See Accompanying Notes to Financial Statements
55

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ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

At February 29, 2008 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 AUD 632,000				Buy				04/15/08					USD $567,555			$	585,729			$	18,174
Australian Dollar AUD 474,000				Buy				05/15/08					423,993				437,476				13,483
Euro EUR 400,000				Buy				04/15/08					588,240				606,782				18,542
Euro EUR 2,140,000				Buy				04/15/08					3,127,567				3,246,283				118,716
Euro EUR 1,200,000				Buy				04/15/08					1,759,500				1,820,346				60,846
Euro EUR 1,605,000				Buy				05/15/08					2,343,091				2,431,802				88,711
Euro EUR 900,000				Buy				05/15/08					1,318,185				1,363,627				45,442
British Pound Sterling GBP 480,000				Buy				04/15/08					943,872				951,267				7,395
British Pound Sterling GBP 600,000				Buy				04/15/08					1,173,096				1,189,083				15,987
British Pound Sterling GBP 450,000				Buy				05/15/08					878,094				889,810				11,716
Sweden Kronor SEK 1,160,000				Buy				04/15/08					179,789				187,998				8,209
Sweden Kronor SEK 800,000				Buy				04/15/08					129,329				129,654				325
Sweden Kronor SEK 870,000				Buy				05/15/08					134,675				140,791				6,116
Sweden Kronor SEK 600,000				Buy				05/15/08					96,864				97,097				233
Australian Dollar AUD 9,360,000				Sell				04/15/08					8,160,142				8,674,719				(514,577	)
Australian Dollar AUD 2,182,000				Sell				04/15/08					2,049,116				2,022,247				26,869
Australian Dollar AUD 7,020,000				Sell				05/15/08					6,165,947				6,479,071				(313,124	)
Australian Dollar AUD 4,364,000				Sell				06/13/08					4,064,542				4,011,008				53,534
Euro EUR 31,280,000				Sell				04/15/08					46,013,818				47,450,349				(1,436,531	)
Euro EUR 6,885,000				Sell				04/15/08					10,410,774				10,444,235				(33,461	)
Euro EUR 23,160,000				Sell				05/15/08					34,142,472				35,090,675				(948,203	)
Euro EUR 13,770,000				Sell				06/13/08					20,772,527				20,837,705				(65,178	)
British Pound Sterling GBP 8,200,000				Sell				04/15/08					16,297,828				16,250,803				47,025
British Pound Sterling GBP 40,000				Sell				04/15/08					77,313				79,272				(1,959	)
British Pound Sterling GBP 1,790,000				Sell				04/15/08					3,545,399				3,547,431				(2,032	)
British Pound Sterling GBP 5,790,000				Sell				05/15/08					11,430,618				11,448,888				(18,270	)

 

See Accompanying Notes to Financial Statements
56

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ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of February 29, 2008 (continued)

Currency				Buy/Sell				Settlement Date				In Exchange For				Value				Unrealized Appreciation/ (Depreciation)
British Pound Sterling GBP 30,000				Sell				05/15/08					USD $57,864			$	59,320				$(1,456)
British Pound Sterling GBP 3,580,000				Sell				06/13/08					7,060,082				7,063,612				(3,530	)
Sweden Kronor SEK 17,920,000				Sell				04/15/08					2,783,477				2,904,239				(120,762	)
Sweden Kronor SEK 3,990,000				Sell				04/15/08					642,576				646,647				(4,071	)
Sweden Kronor SEK 13,440,000				Sell				05/15/08					2,095,482				2,174,968				(79,486	)
Sweden Kronor SEK 7,980,000				Sell				06/13/08					1,281,639				1,289,375				(7,736	)
												$	190,715,466			$	194,552,309			$	(3,009,053	)

 

See Accompanying Notes to Financial Statements
57

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ING Prime Rate Trust

JUNE 12, 2007 ANNUAL SHAREHOLDER MEETING (Unaudited)

A special meeting of shareholders of ING Prime Rate Trust was held June 12, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of each matter voted upon as well as the results are outlined below:

ING Prime Rate Trust, Common Shares

1  To elect eight members of the Board of Trustees to represent the interests 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

 

*  All proposals were passed at this meeting.

58

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ING Prime Rate Trust

ADDITIONAL INFORMATION

SHAREHOLDER INVESTMENT PROGRAM

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

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

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

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

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

KEY FINANCIAL DATES — CALENDAR 2008 DIVIDENDS:

DECLARATION DATE				EX-DIVIDEND DATE				PAYABLE DATE
January 31				February 7				February 25
February 29				March 6				March 25
March 31				April 8				April 22
April 30				May 8				May 22
May 30				June 6				June 23
June 30				July 8				July 22
July 31				August 7				August 22
August 29				September 8				September 22
September 30				October 8				October 22
October 31				November 6				November 24
November 28				December 8				December 22
December 19				December 29				January 13

 

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

59

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ING Prime Rate Trust

ADDITIONAL INFORMATION (continued)

STOCK DATA

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

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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

NUMBER OF SHAREHOLDERS

The approximate number of record holders of Common Stock as of February 29, 2008 was 4,951 which does not include approximately 59,987 beneficial owners of shares held in the name of brokers of other nominees.

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

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

CERTIFICATIONS

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Trust submitted the Annual CEO Certification on August 2, 2007 certifying that he was not aware, as of that date, of any violation by the Trust of the NYSE's Corporate governance listing standards. In addition, as required by Section 203 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust's principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Trust's disclosure controls and procedures and internal controls over financial reporting.

60

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ING Prime Rate Trust

TAX INFORMATION (Unaudited)

The Trust is required by Subchapter M of the Internal Revenue Code of the 1986, as amended, to advise within 60 days of the Trust's fiscal year end (February 29, 2008) as to the federal tax status of distributions received by the Trust's shareholders. Accordingly, the Trust is hereby advising you that the following dividends were paid to Common Shareholders during the fiscal year ended February 29, 2008:

Type of Dividend				Per Share Amount				Ex-Dividend Date				Payable Date
Ordinary Income				$	0.0450			3/8/07				3/22/07
				$	0.0475			4/5/07				4/23/07
				$	0.0470			5/8/07				5/22/07
				$	0.0475			6/7/07				6/22/07
				$	0.0470			7/6/07				7/23/07
				$	0.0475			8/8/07				8/22/07
				$	0.0475			9/6/07				9/24/07
				$	0.0470			10/5/07				10/22/07
				$	0.0475			11/7/07				11/23/07
				$	0.0470			12/6/07				12/24/07
				$	0.0475			12/27/07				1/10/08
				$	0.0460			2/7/08				2/25/08
Total				$	0.5640

 

The Trust is hereby advising you that the following dividends were paid to Preferred Shareholders during the fiscal year ended February 29, 2008:

Preferred Shares

Type of Dividend

Total Per Share Amount

Auction Dates

Record Dates

Payable Dates

Series M

Ordinary Income

$

1,235.10

03/19/07-02/15/08

03/26/07-02/25/08

03/27/07-02/26/08

Series T

Ordinary Income

$

1,224.42

03/20/07-02/19/08

03/27/07-02/26/08

03/28/07-02/27/08

Series W

Ordinary Income

$

1,221.04

03/21/07-02/20/08

03/28/07-02/27/08

03/29/07-02/28/08

Series Th

Ordinary Income

$

1,223.74

03/22/07-02/21/08

03/29/07-02/28/08

03/30/07-02/29/08

Series F

Ordinary Income

$

1,221.11

03/23/07-02/22/08

03/30/07-02/29/08

04/02/07-03/03/08

 

Pursuant to Internal Revenue Code Section 871(k)(1), the Trust designates 99.44% of net investment income distributions as interest-related dividends.

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Trust. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar year.

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ING Prime Rate Trust

TRUSTEE AND OFFICER INFORMATION (Unaudited)

The business and affairs of the Trust are managed under the direction of the Trust's Board. A Trustee who is not an interested person of the Trust, as defined in the 1940 Act, is an independent trustee ("Independent Trustee"). The Trustees and Officers of the Trust are listed below. The Statement of Additional Information includes additional information about trustees of the Trust and is available, without charge, upon request at (800) 992-0180.

Name, Address and Age

Position(s) held with Trust

Term of Office and Length of Time Served(1)

Principal Occupation(s) during the Past Five Years

Number of Portfolios in Fund Complex(2) Overseen by Trustee

Other Directorships held by Trustee

Independent Trustees:

Colleen D. Baldwin 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 47

Trustee

October 2007 - Present

Consultant (January 2005 - Present). Formerly, Chief Operating Officer, Ivy Asset Management Group (April 2002 - October 2004).

179

None

John V. Boyer 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54

Trustee

January 2005 - Present

President, Bechtler Arts Foundation (March 2008 - Present), and Consultant (July 2007 - Present). Formerly, President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007), and Executive Director, The Mark Twain House & Museum(3) (September 1989 - November 2005).

179

None

Patricia W. Chadwick 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 59

Trustee

January 2006 - Present

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

179

Wisconsin Energy (June 2006 - Present).

Peter S. Drotch 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 66

Trustee

October 2007 - Present

Retired partner. PricewaterhouseCoopers.

179

First Marblehead Corporation,(October 2003 - Present); BlackRock Funds/State Street Research Funds, Trustee (February 2004 - January 2007); Tufts Health Plan, Director (June 2006 - Present); and University of Connecticut, Trustee (November 2004 - Present)

J. Michael Earley 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 62

Trustee

February 2002 - Present

President, Chief Executive Officer and Director, Bankers Trust Company, N.A., Des Moines (June 1992 - Present).

179

Midamerica Financial Corporation (December 2002 - Present).

Patrick W. Kenny 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 65

Trustee

January 2005 - Present

President and Chief Executive Officer, International Insurance Society (June 2001 - Present).

179

Assured Guaranty Ltd. (April 2004 - Present); and Odyssey Reinsurance Holdings (November 2006 - Present).

Sheryl K. Pressler 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 57

Trustee

January 2006 - Present

Consultant (May 2001 - Present).

179

Stillwater Mining Company (May 2002 - Present); California HealthCare Foundation (June 1999 - Present); Romanian-American Enterprise Fund (February 2004 - Present) and Global Alternative Asset Management, Inc. (October 2007 - Present).

Roger B. Vincent 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 62

Chairman/ Trustee

February 2002 - Present

President, Springwell Corporation (March 1989 - Present).

179

UGI Corporation (February 2006 - Present); and UGI Utilities, Inc. (February 2006 - Present).

 

62

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ING Prime Rate Trust

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age

Position(s) held with Trust

Term of Office and Length of Time Served(1)

Principal Occupation(s) during the Past Five Years

Number of Portfolios in Fund Complex(2) Overseen by Trustee

Other Directorships held by Trustee

Trustees who are "Interested Persons":

Robert W. Crispin(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61

Trustee

October 2007 - Present

Retired Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007).

179

ING Life Insurance and Annuity Company (May 2006 - Present); ING USA Annuity and Life Insurance Company (May 2006 - Present); Midwestern United Life Insurance Company (May 2006 - Present); ReliaStar Life Insurance Company (May 2006 - Present); Security Life of Denver Insurance Company (May 2006 - Present); Belair Insurance Company Inc. (August 2005 - Present); The Nordic Insurance Company of Canada (February 2005 - Present); Trafalgar Insurance Company of Canada (February 2005 - Present); ING Novex Insurance Company of Canada (February 2005 - Present); Allianz Insurance Company of Canada (February 2005 - Present); ING Canada Inc. (December 2004 - Present); ING Bank, fsb (June 2001 - Present); ING Investment Management, Inc (June 2001 - December 2007); ING Insurance Company of Canada (June 2001 - Present); Sul America S.A. (June 2001 - Present); and ING Foundation (March 2004 - Present)

Shaun P. Mathews(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 52

Trustee

June 2006 - Present

President and Chief Executive Officer, ING Investments, LLC (December 2006 - Present), and Head of ING USFS Mutual Funds and Investment Products (November 2004 - November 2006). Formerly, CMO, ING USFS (April 2002 - October 2004), and Head of Rollover/Payout (October 2001 - December 2003).

179

Mark Twain House & Museum(3) (September 2002 - Present); Connecticut Forum (May 2002 - Present); Capital Community College Foundation (February 2002 - Present); ING Services Holding Company, Inc. (May 2000 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC(5), ING Funds Services, LLC(6), ING Investments, LLC(7) and ING Pilgrim Funding, Inc. (March 2006 - Present).

 

(1)  The Board is divided into three classes, with the term of one class expiring at each annual meeting of the Fund. At each annual meeting, one class of Trustees is elected to a three-year term and serves until their successors are duly elected and qualified. The tenure of each Trustee is subject to the Board's retirement policy, which states that each duly elected or appointed Trustee who is not an "interested person" of the Fund, as defined in the Investment Company Act of 1940, as amended ("1940 Act") ("Independent Trustees"), shall retire from service as a Trustee at the conclusion of the first regularly scheduled meeting of the Board that is held after (a) the Trustee reaches the age of 70, if that Trustee qualifies for a retirement benefit as discussed in the board's retirement policy; or (b) the Trustee reaches the age of 72 or has served as a Trustee for 15 years, if that Trustee does not qualify for the retirement benefit. A unanimous vote of the Board may extend the retirement date of a Trustee for up to one year. An extension may be permitted if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for purposes of appointing a successor to the Trustee or if otherwise necessary under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer needed.

63

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ING Prime Rate Trust

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

(2)  For the purposes of this table, "Fund Complex" means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Variable Insurance Trust; ING Variable Products Trust; and ING Partners, Inc.

(3)  Shaun Mathews, President, ING USFS Mutual Funds and Investment Products, has held a seat on the Board of Directors of The Mark Twain House & Museum since September 19, 2002. ING Groep N.V. makes non-material, charitable contributions to The Mark Twain House & Museum.

(4)  Messrs. Mathews and Crispin are deemed to be "interested persons" of the Trust as defined in the 1940 Act because of their relationship with ING Groep, the parent corporation of the Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

(5)  ING Funds Distributor, LLC is the sucessor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

(6)  ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

(7)  ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

64

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ING Prime Rate Trust

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age

Position(s) Held with the Trust

Term of Office and Length of Time Served(1)

Principal Occupation(s) during the Past Five Years

Officers:

Shaun P. Mathews(5) 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 52

President and Chief Executive Officer

November 2006 - Present

President and Chief Executive Officer, ING Investments, LLC(2) and ING Funds Services, LLC(3) (December 2006 - Present); and Head of ING USFS Mutual Funds and Investment Products (November 2004 - November 2006). Formerly, CMO, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).

Michael J. Roland 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 49

Executive Vice President

February 2002 - Present

Head of Mutual Fund Platform (February 2007 - Present); and Executive Vice President, ING Investments, LLC(2) and ING Funds Services, LLC(3) (December 2001 - Present). Formerly, Head of Product Management (January 2005 - January 2007); Chief Compliance Officer, ING Investments, LLC(2) and Directed Services, LLC(6) (October 2004 - December 2005); and Chief Financial Officer and Treasurer, ING Investments, LLC(2) (December 2001 - March 2005).

Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 57

Executive Vice President

August 2003 - Present

Executive Vice President, ING Investments, LLC(2) (July 2000 - Present); and Chief Investment Risk Officer, ING Investments, LLC(2) (January 2003 - Present). Formerly, Chief Investment Officer of International Investments (August 2000 - January 2003).

Joseph M. O'Donnell 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53

Executive Vice President and Chief Compliance Officer

March 2006 - Present November 2004 - Present

Chief Compliance Officer of the ING Funds (November 2004 - Present), ING Investments, LLC(2) and Directed Services, LLC(6) (March 2006 - Present); and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Chief Compliance Officer of ING Life Insurance and Annuity Company (March 2006 - December 2006); Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004).

Todd Modic 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 40

Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary

March 2005 - Present

Senior Vice President, ING Funds Services, LLC(3) (April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC(3) (September 2002 - March 2005); and Director of Financial Reporting, ING Investments, LLC(2) (March 2001 - September 2002).

Daniel A. Norman 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 50

Senior Vice President and Treasurer

April 1995 - Present June 1997 - Present

Senior Vice President and Group Head, ING Senior Debt Group, ING Investment Management Co. (January 2000 - Present).

Jeffrey A. Bakalar 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 48

Senior Vice President

November 1999 - Present

Senior Vice President and Group Head, ING Senior Debt Group, ING Investment Management Co. (January 2000 - Present).

Elliot Rosen 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54

Senior Vice President

May 2002 - Present

Senior Vice President in the Senior Floating Rate Loan Group, ING Investment Management Co. (February 1999 - Present).

 

65

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ING Prime Rate Trust

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age

Position(s) Held with the Trust

Term of Office and Length of Time Served(1)

Principal Occupation(s) during the Past Five Years

William H. Rivoir III 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 57

Senior Vice President and Assistant Secretary

February 2001 - Present

Senior Vice President, ING Investment Management Co. (January 2004 - Present). Formerly, Counsel, ING USFS Law Department (January 2003 - December 2003); and Senior Vice President, ING Investments, LLC (June 1998 - December 2002).

Curtis F. Lee 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53

Senior Vice President and Chief Credit Officer

February 2001 - Present

Senior Vice President and Chief Credit Officer in the Senior Floating Rate Loan Group, ING Investment Management Co. (January 2001 - Present).

Kimberly A. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43

Senior Vice President

November 2003 - Present

Senior Vice President, ING Investments, LLC(2) (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC(2) (January 2001 - October 2003).

Robert Terris 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 37

Senior Vice President

May 2006 - Present

Senior Vice President, Head of Division Operations, ING Funds (May 2006 - Present); and Vice President, Head of Division Operations, ING Funds Services, LLC(3) (March 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC(3) (October 2001 - March 2006).

Robyn L. Ichilov 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 40

Vice President

November 1997 - Present

Vice President and Treasurer, ING Funds Services, LLC(3) (October 2001 - Present) and ING Investments, LLC(2) (August 1997 - Present).

Lauren D. Bensinger 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54

Vice President

August 2003 - Present

Vice President and Chief Compliance Officer, ING Funds Distributor, LLC(4) (July 1995 - Present); and Vice President, ING Investments, LLC(2) (February 1996 - Present); and Director of Compliance, ING Investments, LLC(2) (October 2004 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC(2) (October 2001 - October 2004).

William Evans 10 State House Square Hartford, Connecticut 06103 Age: 35

Vice President

September 2007 - Present

Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present), Vice President, U.S. Mutual Funds and Investment Products (May 2005 - April 2007), Senior Fund Analyst, U.S. Mutual Funds and Investment Products (May 2002 - May 2005)

Maria M. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 49

Vice President

September 2004 - Present

Vice President, ING Funds Services, LLC(3) (September 2004 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC(3) (October 2001 - September 2004); and Manager of Fund Accounting and Fund Compliance, ING Investments, LLC(2) (September 1999 - October 2001).

Denise Lewis 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44

Vice President

January 2007 - Present

Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC - November 2003 - December 2006); and Vice President, Wells Fargo Funds Management, LLC (December 2000 - August 2003).

 

66

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ING Prime Rate Trust

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age

Position(s) Held with the Trust

Term of Office and Length of Time Served(1)

Principal Occupation(s) during the Past Five Years

Kimberly K. Palmer 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 50

Vice President

March 2006 - Present

Vice President, ING Funds Services, LLC(3) (March 2006 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC(3) (August 2004 - March 2006); Manager, Registration Statements, ING Funds Services, LLC(3) (May 2003 - August 2004); Associate Partner, AMVESCAP PLC (October 2000 - May 2003); and Director of Federal Filings and Blue Sky Filings, INVESCO Funds Group, Inc. (March 1994 - May 2003).

Susan P. Kinens 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 31

Assistant Vice President

February 2003 - Present

Assistant Vice President, ING Funds Services, LLC(3) (December 2002 - Present); and has held various other positions with ING Funds Services, LLC(3) for more than the last five years.

Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44

Secretary

August 2003 - Present

Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (November 2002 - September 2003); and Associate General Counsel of AIG American General (January 1999 - November 2002).

Theresa K. Kelety 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45

Assistant Secretary

August 2003 - Present

Senior Counsel, ING Americas, U.S. Legal Services (April 2003 - Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 - April 2003).

 

(1)  The officers hold office until the next annual meeting of the Trustees and until their successors shall have been elected and qualified.

(2)  ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

(3)  ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

(4)  ING Funds Distributor, LLC is the sucessor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

(5)  Mr. Mathews commenced services as CEO and President of the ING Funds on November 11, 2006.

(6)  Directed Services, LLC is the sucessor in interest to Directed Services, Inc.

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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

Independent Registered Public Accounting Firm

KPMG LLP

99 High Street

Boston, Massachusetts 02110

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.

PRAR-UPRT     (0208-042508)

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