UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________________________ FORM N-PX ________________________________________ ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-5410 ________________________________________ ING PRIME RATE TRUST (Exact name of registrant as specified in charter) ________________________________________ 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) (Name and address of agent for service) Theresa K. Kelety, Esq. ING Investments, LLC 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 With copies to: Jeffrey S. Puretz, Esq. Dechert LLP 1775 I Street, N.W. Washington, DC 20006 Registrant's telephone number, including area code: (800) 992-0180 ________________________________________ Date of fiscal year end: February 29 Date of reporting period: July 1, 2007 - June 30, 2008 Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-05410 Reporting Period: 07/01/2007 - 06/30/2008 ING Prime Rate Trust ============================= ING PRIME RATE TRUST ============================= AUTO GLASS REALTY CORP. Ticker: Security ID: 78645T103 Meeting Date: AUG 30, 2007 Meeting Type: Written Consent Record Date: AUG 15, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize and Approve Sale of 18 of the For For Management Company's 20 Real Properties 2 Authorize and Approve Winding-up of the For For Management Company's Business and Dissolution of the Company as Set Forth in the Plan of Liquidation 3 Approve and Authorize Certain For For Management Compensatory Payments by the Company to Dan H. Wilson, Douglas A. Herron, and Mark A. Smolik 4 Approve and Authorize Certain For For Management Compensatory Payments to Eight Individuals Who are Directors of the Company and/or Current or Former Officers or Directors of Belron U.S., Inc. -------------------------------------------------------------------------------- HAYES LEMMERZ INTERNATIONAL INC. Ticker: HAYZ Security ID: 420781304 Meeting Date: JUL 17, 2007 Meeting Type: Annual Record Date: MAY 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Curtis J. Clawson For For Management 1.2 Elect Director George T. Haymaker, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management ========== END N-PX REPORT ________________________________________ SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ING PRIME RATE TRUST By: /s/ Shaun P. Mathews ________________________________________ Shaun P. Mathews President and Chief Executive Officer Date: August 20, 2008