Edgar Filing: ING PRIME RATE TRUST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

Quarterly Schedule of Portfolio Holdings 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 Rd., Scottsdale, AZ 85258

(Address of principal executive offices) (Zip code)

C T Corporation System, 101 Federal Street, Boston, MA 02110
(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-992-0180

Date of fiscal year end: February 28

Date of reporting period: November 30, 2005

Item 1. Schedule of Investments

The schedules of investments as of the close of the reporting period are set forth below for:

ING Prime Rate Trust

The schedules are not audited.

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited)

**Senior Loans: 191.8%***				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Aerospace & Defense: 2.5%*
			Arinc, Inc.	Ba3	BB
$	985,000		Term Loan, 6.020%, maturing March 10, 2011			$	996,081
			Ceradyne, Inc.	Ba3	BB-
2,475,000			Term Loan, 6.000%, maturing August 18, 2011			2,487,375
		(2)	Delta Air Lines, Inc.	Ba3	B+
2,000,000			Debtor in Possession Term Loan, 10.390%, maturing March 16, 2008			2,075,000
			Dyncorp, Inc.	B2	B+
3,981,662			Term Loan, 6.688%-6.813%, maturing February 11, 2011			3,998,254
			Hexcel Corporation	B2	B+
1,233,333			Term Loan, 5.563%-5.938%, maturing March 01, 2012			1,245,410
			K&F Industries, Inc.	B2	B+
4,750,000			Term Loan, 6.340%-6.450%, maturing November 18, 2012			4,806,406
			Midwestern Aircraft Systems, Inc.	B1	BB-
1,163,750			Term Loan, 6.409%, maturing December 31, 2011			1,179,897
			Standard Aero Holdings, Inc.	B2	B+
4,361,538			Term Loan, 6.220%-6.310%, maturing August 20, 2012			4,345,183
			Transdigm, Inc.	B1	B+
1,965,075			Term Loan, 6.185%, maturing July 22, 2010			1,993,732
		(2)	United Air Lines, Inc.	Ba2	BB
1,975,020			Debtor in Possession Term Loan, 7.960%, maturing March 31, 2006			1,997,650
			Wyle Holdings, Inc.	NR	B+
1,990,000			Term Loan, 6.460%, maturing January 28, 2011			2,018,606
						27,143,594
*Automobile: 6.8%*
			Accuride Corporation	B1	B+
6,249,091			Term Loan, 6.125%-6.250%, maturing January 31, 2012			6,308,326
			Affinia Group, Inc.	B2	B
2,367,267			Term Loan, 6.400%, maturing November 30, 2011			2,350,105
			Aftermarket Technology Corporation	Ba3	BB-
804,181			Term Loan, 6.890%-6.950%, maturing February 08, 2008			809,459
1,197,138			Term Loan, 6.890%-6.950%, maturing February 08, 2008			1,204,995
			Axle Tech International Holdings, Inc.	B2	B+
750,000			Term Loan, 8.000%, maturing October 21, 2012			760,079

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Automobile: (continued)*
		(2)	Collins & Aikman Products Company	NR	NR
$	2,000,000		Debtor in Possession Term Loan, 6.875%-7.000%, maturing May 17, 2007			$	2,020,000
			Dura Operating Corporation	B3	B+
4,000,000			Term Loan, 7.440%, maturing May 03, 2011			4,015,000
		(2)	Federal-Mogul Corporation	NR	BBB+
1,500,000			Debtor in Possession Term Loan, 6.000%-6.188%, maturing December 09, 2006			1,526,250
			Goodyear Tire & Rubber Company
5,500,000			Term Loan, 5.780%, maturing April 30, 2010	Ba3	BB	5,545,177
9,400,000			Term Loan, 7.060%, maturing April 30, 2010	B2	B+	9,456,795
			Key Plastics, LLC	B1	BB-
1,842,004			Term Loan, 6.850%-8.750%, maturing June 29, 2010			1,835,096
			Keystone Automotive Industries, Inc.	B2	B+
1,245,652			Term Loan, 5.628%-6.026%, maturing October 30, 2009			1,256,552
			Motorsport Aftermarket Group, Inc.	B2	B
1,695,168			Term Loan, 7.280%, maturing December 15, 2011			1,705,763
		(2)	RJ Tower Corporation	Ba3	BBB
4,000,000			Debtor in Possession Term Loan, 7.250%, maturing February 02, 2007			4,085,832
			Safelite Glass Corporation	B3	B+
5,071,424			Term Loan, 8.520%, maturing September 30, 2007			5,046,066
12,244,411			Term Loan, 9.020%, maturing September 30, 2007			12,183,189
			Tenneco Automotive, Inc.	B1	B+
1,129,257			Term Loan, 6.080%, maturing December 12, 2010			1,148,878
			TRW Automotive Acquisitions Corporation	Ba2	BB+
6,448,763			Term Loan, 5.250%, maturing June 30, 2012			6,481,006
			United Components, Inc.	B1	BB-
2,531,667			Term Loan, 6.260%, maturing June 30, 2010			2,565,686
						70,304,254
*Banking: 0.1%*
			Outsourcing Solutions, Inc.	B2	B-
930,833			Term Loan, 8.341%, maturing September 30, 2010			937,815
						937,815

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Beverage, Food & Tobacco: 4.7%*
			Birds Eye Foods, Inc.	B1	B+
$	4,472,974		Term Loan, 6.831%, maturing June 30, 2008			$	4,527,955
			Commonwealth Brands, Inc.	B1	B+
2,723,767			Term Loan, 7.125%, maturing August 28, 2007			2,723,767
			Constellation Brands, Inc.	Ba2	BB
13,698,611			Term Loan, 5.438%-5.750%, maturing November 30, 2011			13,791,940
			Dr. Pepper Bottling Company of Texas, Inc.	B1	BB-
3,315,452			Term Loan, 5.863%-6.181%, maturing December 19, 2010			3,367,256
			Golden State Foods Corporation	B1	B+
3,940,000			Term Loan, 5.993%, maturing February 28, 2011			3,979,400
			Keystone Foods Holdings, LLC	Ba3	B+
4,118,706			Term Loan, 5.813% maturing June 16, 2011			4,175,338
			Michael Foods, Inc.	B1	B+
3,651,006			Term Loan, 5.090%-6.281%, maturing November 21, 2010			3,709,766
			Pierre Foods, Inc.	B1	B+
4,220,833			Term Loan, 6.370%-6.560%, maturing June 30, 2010			4,278,870
			Southern Wine & Spirits of America, Inc.	Ba3	BB+
5,472,500			Term Loan, 5.530%, maturing May 31, 2012			5,532,358
			Sturm Foods, Inc.
1,496,250			Term Loan, 6.813%, maturing May 26, 2011	B2	B+	1,507,472
500,000			Term Loan, 10.688%, maturing May 26, 2012	B3	B-	507,500
			Vitaquest International, LLC	B2	B
2,487,500			Term Loan, 7.070%, maturing March 17, 2011			2,457,960
						50,559,582
*Buildings & Real Estate: 12.5%*
			Atrium Companies, Inc.	B2	CCC+
2,901,655			Term Loan, 7.780%-7.910%, maturing December 28, 2011			2,901,052
			Builders Firstsource, Inc.	B1	BB-
1,444,444			Term Loan, 6.190%, maturing August 11, 2011			1,455,880
			Building Materials Holding Corporation	Ba2	BB
1,955,000			Term Loan, 5.780%, maturing June 30, 2010			1,968,441
			Champion Home Builders Company	B1	B+
875,000		(5)	Term Loan, maturing October 31, 2012			881,563
1,000,000		(5)	Term Loan, maturing October 31, 2012			1,007,500

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Buildings & Real Estate: (continued)*
			Contech Construction Products, Inc.	Ba3	BB-
$	1,810,719		Term Loan, 6.080%-8.000%, maturing December 07, 2010			$	1,839,388
			Crescent Real Estate Equities, L.P.	B1	BB-
1,097,134			Term Loan, 6.110%, maturing January 12, 2006			1,101,591
			Custom Building Products, Inc.	B1	B+
5,002,366			Term Loan, 6.188%-6.270%, maturing October 31, 2011			5,046,137
			DMB Newco, LLC	NR	NR
639,757			Term Loan, 6.440%, maturing February 28, 2009			641,356
			Euramax International, Inc.	B2	B
1,330,000			Term Loan, 6.625%, maturing June 29, 2012			1,326,051
			General Growth Properties, Inc.	Ba2	BB+
15,965,753			Term Loan, 5.610%, maturing November 12, 2007			16,016,317
16,650,144			Term Loan, 6.090%, maturing November 12, 2008			16,770,857
			Headwaters, Inc.	B1	B+
3,828,885			Term Loan, 6.430%-8.000%, maturing April 30, 2011			3,865,578
			Hearthstone Housing Partners II, LLC	NR	NR
3,135,294		(5)	Revolver, maturing December 01, 2007			3,127,456
			Lion Gables Realty, L.P.	Ba2	BB+
20,153,421			Term Loan, 5.630%,maturing September 30, 2006			20,254,188
			Macerich Partnership, L.P.	NR	BB+
3,333,077			Term Loan, 5.663%, maturing April 25, 2006			3,337,243
2,500,000			Term Loan, 5.625%, maturing April 25, 2010			2,517,188
			Maguire Properties, Inc.	Ba2	BB
1,844,444			Term Loan, 5.640%, maturing March 15, 2010			1,859,431
			Masonite International Corporation	B2	BB-
4,970,766			Term Loan, 6.020%-6.206%, maturing April 05, 2013			4,941,255
4,979,234			Term Loan, 6.020%-6.206%, maturing April 05, 2013			4,949,672
			NCI Building Systems, Inc.	Ba2	BB
2,406,250			Term Loan, 5.420%-5.670%, maturing June 18, 2010			2,421,289
			Newkirk Master, L.P.	Ba2	BB+
1,296,209			Term Loan, 5.860%-6.054%, maturing August 11, 2008			1,307,956
1,077,643			Term Loan, 6.054%, maturing August 11, 2008			1,087,410
			Nortek, Inc.	B2	B
6,908,911			Term Loan, 5.910%-8.000%, maturing August 27, 2011			6,982,319

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Buildings & Real Estate: (continued)*
			PGT Industries, Inc.	NR	NR
$	3,115,926		Term Loan, 7.140%-7.230%, maturing January 29, 2010			$	3,154,874
			Pivotal Promontory, LLC	B1	B+
2,250,000			Term Loan, 6.831%, maturing August 31, 2010			2,255,625
			Ply Gem Industries, Inc.	B1	B+
614,381			Term Loan, 6.160%, maturing March 15, 2010			617,453
1,498,134			Term Loan, 6.640%, maturing February 12, 2011			1,505,624
4,181,042			Term Loan, 6.160%, maturing October 01, 2011			4,201,946
			Shea Capital I, LLC	Ba2	BB-
1,000,000		(5)	Term Loan, maturing October 27, 2011			1,010,000
			Spanish Peaks, LLC	B1	B+
900,000			Term Loan, 4.020%, maturing August 09, 2011			909,000
1,386,720			Term Loan, 6.530%-6.720%, maturing August 09, 2011			1,400,587
			St. Marys Cement, Inc.	B1	BB-
5,411,156			Term Loan, 6.020%, maturing December 04, 2009			5,499,087
			Trustreet Properties, Inc.	Ba3	BB
3,000,000			Term Loan, 5.860%, maturing March 31, 2010			3,030,000
			Werner Holdings Company, Inc.	Caa1	B-
500,000			Term Loan, 7.830%-8.110%, maturing June 11, 2009			500,000
			Yellowstone Mountain Club, LLC	B1	BB-
2,489,333			Term Loan, 6.456%, maturing September 30, 2010			2,498,668
						134,189,982
*Cargo Transport: 2.4%*
			Baker Tanks, Inc.	B2	B
2,000,000			Term Loan, 6.685%-6.631%, maturing November 22, 2011			2,018,750
			Gemini Leasing, Inc.	NR	NR
1,734,086			Term Loan, 7.090%, maturing December 31, 2011			867,043
			Helm Holding Corporation	B2	B+
991,489			Term Loan, 6.247%, maturing July 08, 2011			1,008,634
			Horizon Lines, LLC	B2	B
2,468,750			Term Loan, 6.270%, maturing July 07, 2011			2,502,182
			Kansas City Southern Railway Company	Ba3	BB+
1,207,860			Term Loan, 5.270%-5.438%, maturing March 30, 2008			1,216,038

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Cargo Transport: (continued)*
			Neoplan USA Corporation	NR	NR
$	1,867,500		Revolver, 8.065%, maturing June 30, 2006			$	1,867,500
5,319,663			Term Loan, 9.565%, maturing June 30, 2006			5,319,663
			Pacer International, Inc.	B1	BB
1,176,471			Term Loan, 5.813%, maturing June 10, 2010			1,186,765
			Railamerica, Inc.	Ba3	BB
387,034			Term Loan, 5.875%, maturing September 29, 2011			393,243
3,274,098			Term Loan, 5.875%-6.000%, maturing September 29, 2011			3,326,621
			Transport Industries, L.P.	B2	B+
1,258,929			Term Loan, 6.563%, maturing September 30, 2011			1,266,797
			United States Shipping, LLC	Ba3	BB-
1,895,910			Term Loan, 6.020%-6.200%, maturing April 30, 2010			1,917,239
						22,890,475
*Cellular: 4.6%*
			Cellular South, Inc.	Ba3	B+
1,975,000			Term Loan, 5.966%-7.250%, maturing May 04, 2011			1,998,453
			Centennial Cellular Operating Company	B1	B-
10,809,962			Term Loan, 5.770%-6.450%, maturing February 09, 2011			10,869,925
			Cricket Communications, Inc.	B1	B-
11,413,750			Term Loan, 6.520%, maturing January 10, 2011			11,550,715
		(2)	IWO Holdings, Inc.	B3	CCC+
3,175,000			Floating Rate Note, 7.900%, maturing January 15, 2012			3,286,125
			Nextel Partners Operating Corporation	Ba1	BBB-
6,500,000			Term Loan, 5.370%, maturing May 31, 2012			6,538,597
			Ntelos, Inc.
4,466,250			Term Loan, 6.530%, maturing August 25, 2011	B1	B	4,507,005
1,000,000			Term Loan, 9.030%, maturing February 25, 2012	B2	CCC+	1,004,167
			Rogers Wireless, Inc.	Ba3	BB
2,500,000			Floating Rate Note, 6.995%, maturing December 15, 2010			2,581,250
			Rural Cellular Corporation	B2	B-
2,500,000			Floating Rate Note, 8.370%, maturing March 15, 2010			2,568,750
			Triton PCS, Inc.	B2	B-
4,471,237			Term Loan, 7.340%, maturing November 18, 2009			4,499,880
						49,404,867

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Chemicals, Plastics & Rubber: 9.3%*
		Basell Finance Company	Ba3	B+
$	416,667	Term Loan, 6.582%, maturing September 07, 2013			$	424,023
83,333		Term Loan, 6.582%, maturing September 07, 2013			84,538
416,667		Term Loan, 7.243%, maturing September 07, 2014			424,023
83,333		Term Loan, 7.243%, maturing September 07, 2014			84,655
		Brenntag, AG	B1	B+
4,000,000		Term Loan, 6.810%, maturing February 27, 2012			4,012,668
		Celanese, AG	B1	B+
5,625,000		Term Loan, 3.890%, maturing April 06, 2009			5,688,281
4,025,300		Term Loan, 6.313%, maturing April 06, 2011			4,061,528
		Hawkeye Renewables, LLC	B2	B
2,500,000		Term Loan, 6.925%, maturing January 31, 2012			2,487,500
		Hercules, Inc.	Ba1	BB
4,222,908		Term Loan, 5.770%-5.860%, maturing October 08, 2010			4,275,695
		Hexion Specialty Chemicals, Inc.	B1	BB-
545,455		Term Loan, 3.764%, maturing May 31, 2012			553,466
2,285,182		Term Loan, 6.375%, maturing May 31, 2012			2,318,747
		Huntsman International, LLC	Ba3	BB-
22,381,792		Term Loan, 5.720%, maturing August 16, 2012			22,500,706
		Innophos, Inc.	B2	B
1,421,250		Term Loan, 5.970%-6.340%, maturing August 13, 2010			1,438,423
		JohnsonDiversey, Inc.	B1	B+
4,972,163		Term Loan, 5.460%, maturing November 03, 2009			5,001,688
		Kraton Polymers, LLC	B1	B+
1,448,667		Term Loan, 6.188%-6.625%, maturing December 23, 2010			1,468,586
		Nalco Company	B1	BB-
14,982,417		Term Loan, 5.660%-5.960%, maturing November 04, 2010			15,207,153
		Polypore, Inc.	B2	B
6,971,824		Term Loan, 6.340%, maturing November 12, 2011			6,984,603
		PQ Corporation	B1	B+
2,487,500		Term Loan, 6.063%, maturing February 10, 2012			2,506,935
		Rockwood Specialties Group, Inc.	B1	B+
16,541,875		Term Loan, 6.466%. maturing December 10, 2012			16,775,231

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Chemicals, Plastics & Rubber: (continued)*
		Supresta, LLC	B1	B+
$	3,953,094	Term Loan, 7.030%, maturing July 30, 2012			$	3,982,742
					100,281,191
*Containers, Packaging & Glass: 8.2%*
		Appleton Papers, Inc.	Ba3	BB
1,391,379		Term Loan, 5.730%-6.330%, maturing June 11, 2010			1,406,379
		Berry Plastics Corporation	B1	B+
5,985,000		Term Loan, 5.850%, maturing December 02, 2011			6,061,057
		Boise Cascade Corporation	Ba3	BB
7,190,595		Term Loan, 5.781%-5.844%, maturing October 29, 2011			7,286,467
		BWAY Corporation	B1	B+
1,102,000		Term Loan, 6.313%, maturing June 30, 2011			1,115,775
		Graham Packaging Company, L.P.	B2	B
13,423,687		Term Loan, 6.375%-6.625%, maturing October 07, 2011			13,617,700
		Graphic Packaging International, Inc.	B1	B+
10,009,762		Term Loan, 6.190%-6.716%, maturing June 30, 2010			10,143,642
		Intertape Polymer Group, Inc.	Ba3	B+
2,722,500		Term Loan, 6.084%-6.380%, maturing July 28, 2011			2,762,202
		Koch Cellulose, LLC	Ba3	BB
1,448,133		Term Loan, 5.770%, maturing May 07, 2011			1,456,883
		Owens-Illinois Group, Inc.	B1	BB-
3,153,614		Term Loan, 5.780%, maturing April 01, 2008			3,177,267
		Pro Mach, Inc.	B1	B
2,481,250		Term Loan, 6.890%, maturing December 01, 2011			2,518,469
		Smurfit-Stone Container Corporation	Ba3	B+
10,390,346		Term Loan, 5.563%-5.875%, maturing November 01, 2011			10,516,983
3,197,029		Term Loan, 5.875%, maturing November 01, 2011			3,235,995
		Solo Cup, Inc.	B2	B+
9,333,750		Term Loan, 5.860%-6.520%, maturing February 27, 2011			9,400,253
		U.S. Can Company	B3	B
4,442,399		Term Loan, 7.650%-7.750%, maturing January 15, 2010			4,475,718
		Xerium Technologies, Inc.	B1	BB-
2,493,750		Term Loan, 6.020%, maturing May 18, 2012			2,515,570
					79,690,360

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Data and Internet Services: 4.1%*
		Aspect Software	B2	B
$	1,500,000	Term Loan, 6.563%, maturing September 22, 2010			$	1,508,437
		Sungard Data Systems, Inc.	B1	B+
32,917,500		Term Loan, 6.280%, maturing February 11, 2013			33,181,202
		Transaction Network Services, Inc.	Ba3	BB-
3,215,800		Term Loan, 5.850%, maturing May 04, 2012			3,243,938
		Worldspan, L.P.	B2	B
6,591,307		Term Loan, 6.500%-7.000%, maturing February 16, 2010			6,500,677
					44,434,254
*Diversified/Conglomerate Manufacturing: 4.4%*
		Axia, Inc.	B2	B
1,682,038		Term Loan, 7.940%-8.090%, maturing November 30, 2010			1,692,551
		Brand Services, Inc.	B2	B
3,133,421		Term Loan, 7.020%-7.290%, maturing January 15, 2012			3,182,381
		Chart Industries, Inc.	B1	B+
3,000,001		Term Loan, 6.063%, maturing October 17, 2012			3,040,315
		Cinram International, Inc.	Ba3	BB
5,714,157		Term Loan, 6.120%, maturing September 30, 2009			5,767,133
		Dayco Products, LLC	B1	B+
1,449,734		Term Loan, 6.520%-7.180%, maturing June 23, 2011			1,464,232
		Dresser Rand, Inc.	B1	B+
1,099,385		Term Loan, 5.841%-6.134%, maturing October 01, 2010			1,118,969
		Dresser, Inc.	Ba3	B+
2,866,154		Term Loan, 6.590%, maturing April 10, 2009			2,893,921
		Flowserve Corporation	Ba3	BB-
4,000,000		Term Loan, 5.813%, maturing August 10, 2012			4,056,252
		Gentek, Inc.	B2	B+
2,391,915		Term Loan, 6.370%-6.760%, maturing February 28, 2011			2,409,257
		Goodman Global Holdings, Inc.	B2	B+
1,985,000		Term Loan, 6.375%, maturing December 23, 2011			2,016,015
		Mueller Group, Inc.	B2	B+
10,000,000		Term Loan, 6.210%-6.493%, maturing October 03, 2012			10,142,860
		Norcross Safety Products, LLC	B1	BB-
997,500		Term Loan, 5.951%-7.750%, maturing June 30, 2012			1,005,605

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Diversified/Conglomerate Manufacturing: (continued)*
			RLC Industries Company	Ba3	BBB-
$	1,215,846		Term Loan, 5.341%-5.520%, maturing February 20, 2010			$	1,221,925
			Sensus Metering Systems, Inc.	B2	B+
1,626,087			Term Loan, 6.350%-6.540%, maturing December 17, 2010			1,645,397
253,696			Term Loan, 6.350%-6.540%, maturing December 17, 2010			256,708
			Universal Compression, Inc.	Ba2	BB
2,980,000			Term Loan, 5.590%, maturing February 15, 2012			3,015,387
			Walter Industries, Inc.	Ba3	B+
2,000,000			Term Loan, 5.860%-6.216%, maturing October 03, 2012			2,025,312
						46,954,220
*Diversified/Conglomerate Service: 5.0%*
			Affinion Group, Inc.	B1	B+
3,906,977			Term Loan, 6.909%, maturing October 17, 2012			3,852,037
			Atlantic Express Transportation Corporation	Caa2	CCC+
3,000,000			Floating Rate Note, 13.542%, maturing April 15, 2008			2,610,000
			Carey International, Inc.	B3	B-
2,493,750			Term Loan, 7.690%, maturing May 11, 2012			2,468,813
			CCC Information Services, Inc.	B1	B+
3,864,081			Term Loan, 6.831%, maturing August 20, 2010			3,873,741
			Fidelity National Information Solutions, Inc.	Ba3	BB
26,016,948			Term Loan, 5.685%, maturing March 09, 2013			26,124,970
			Geo Group, Inc.	Ba3	BB-
1,000,000			Term Loan, 6.060%, maturing September 14, 2011			1,007,500
			Iron Mountain, Inc.	B2	BB-
6,930,000			Term Loan, 5.719%, maturing April 02, 2011			6,992,079
2,257,600			Term Loan, 5.625%, maturing April 02, 2011			2,278,413
			Mitchell International, Inc.	B1	B+
736,758		(5)	Term Loan, maturing August 15, 2011			745,277
			Relizon Company	B1	BB-
178,264			Term Loan, 6.820%, maturing February 20, 2011			179,155
1,633,037			Term Loan, 6.820%, maturing February 20, 2011			1,641,202
			US Investigations Services, LLC	B2	B+
4,500,000			Term Loan, 6.570%, maturing October 14, 2012			4,561,875

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Diversified/Conglomerate Service: (continued)*
		Vertafore, Inc.
$	2,279,327	Term Loan, 6.580%-6.801%, maturing December 22, 2010	B2	B	$	2,302,120
500,000		Term Loan, 9.510%, maturing December 22, 2011	B3	NR	507,500
					59,144,682
*Ecological: 2.9%*
		Allied Waste North America, Inc.	B1	BB
15,480,166		Term Loan, 5.520%-6.210%, maturing January 15, 2012			15,572,521
6,162,930		Term Loan, 6.030%, maturing January 15, 2012			6,198,454
		Envirosolutions, Inc.	B2	B-
2,750,000		Term Loan, 7.334%-7.615%, maturing July 07, 2012			2,796,406
		IESI Corporation	B1	BB
1,800,000		Term Loan, 5.820%-6.159%, maturing January 14, 2012			1,825,313
		Wastequip, Inc.	B2	B+
748,125		Term Loan, 6.520%, maturing July 15, 2011			759,347
		Wastequip, Inc.	B3	B-
500,000		Term Loan, 10.020%, maturing July 15, 2012			506,875
		WCA Waste Systems, Inc.	B3	B
3,482,500		Term Loan, 7.030%, maturing April 28, 2011			3,486,853
					31,145,769
*Electronics: 1.0%*
		Decision One Corporation	NR	NR
1,674,473		Term Loan, 12.000%, maturing April 15. 2010			1,674,473
		Eastman Kodak Company	Ba2	B+
5,082,353		Term Loan, 6.250%-6.610%, maturing October 18, 2012			5,077,591
		Invensys International Holdings, Ltd.	Ba3	B+
1,127,664		Term Loan, 7.791%, maturing September 05, 2009			1,143,170
		ON Semiconductor Corporation	B3	B+
5,940,075		Term Loan, 7.063%, maturing December 15, 2011			5,979,060
		SI International, Inc.	B1	B+
1,741,250		Term Loan, 5.780%-6.530%, maturing February 09, 2011			1,765,192
					15,639,486

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Farming & Agriculture: 0.8%*
		AGCO Corporation	Ba1	BB+
$	4,553,333	Term Loan, 5.770%, maturing March 31, 2008			$	4,604,558
		Butler Animal Health Supply, LLC	B2	B
997,500		Term Loan, 6.460%-8.500%, maturing June 30, 2011			1,004,981
		Vicar Operating, Inc.	Ba3	BB-
2,764,501		Term Loan, 5.625%, maturing May 16, 2011			2,797,330
					8,406,869
*Finance: 0.6%*
		Rent-A-Center, Inc.	Ba2	BB+
5,925,000		Term Loan, 5.380%-5.760%, maturing June 30, 2010			5,994,619
					5,994,619
*Gaming: 6.4%*
		Ameristar Casinos, Inc.	Ba3	BB+
2,000,000		Term Loan, 6.063%, maturing September 30, 2012			2,015,834
		Boyd Gaming Corporation	Ba2	BB
6,418,750		Term Loan, 5.520%-5.700%, maturing June 30, 2011			6,496,982
		CCM Merger, Inc.	B1	B+
5,990,000		Term Loan, 5.841%-5.961%, maturing July 13, 2012			6,039,418
		Global Cash Access, LLC	B2	B+
2,148,203		Term Loan, 6.091%, maturing March 10, 2010			2,180,427
		Green Valley Ranch Gaming, LLC	NR	NR
2,466,362		Term Loan, 6.020%, maturing December 17, 2011			2,497,192
		Herbst Gaming, Inc.	B1	B+
995,000		Term Loan, 6.020%-6.160%, maturing January 31, 2011			1,008,059
		Isle of Capri Black Hawk, LLC	B1	B+
1,333,333		Term Loan, 5.700%-7.750%, maturing October 24, 2011			1,339,167
		Isle of Capri Casinos, Inc.	Ba2	BB-
997,500		Term Loan, 3.740%, maturing February 04, 2011			1,000,410
1,488,750		Term Loan, 5.620%-6.172%, maturing February 04, 2011			1,504,940
		Marina District Finance Company, Inc.	NR	NR
1,985,000		Term Loan, 5.910%, maturing October 20, 2011			2,003,609
		Opbiz, LLC	B3	B-
7,244,957		Term Loan, 5.305%, maturing August 31, 2010			7,252,883
18,037		Term Loan, 8.055%, maturing August 31, 2010			18,062

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Gaming: (continued)*
			Penn National Gaming, Inc.	Ba3	BB-
$	1,279,070		Term Loan, 5.890%, maturing October 03, 2011			$	1,290,422
13,500,000			Term Loan, 5.890%=6.220%, maturing October 03, 2012			13,690,903
			Resorts International Hotel and Casino, Inc.	B2	B
1,896,654			Term Loan, 6.530%maturing April 26, 2012			1,909,456
			Ruffin Gaming, LLC	NR	NR
1,500,000			Term Loan, 6.375%, maturing June 28, 2008			1,512,187
			Trump Entertainment Resorts Holdings, L.P.	B2	BB-
1,745,625			Term Loan, 6.140%, maturing May 20, 2012			1,763,081
			Venetian Casino Resorts, LLC	B1	BB-
2,393,163			Term Loan, 5.770%, maturing June 15, 2011			2,415,599
11,606,837			Term Loan, 5.770%, maturing June 15, 2011			11,715,651
			Wembley, Inc.	B1	B+
1,000,000			Term Loan, 5.870%-6.080%, maturing August 23, 2011			1,017,500
			Yonkers Racing Corporation	B3	B
322,079			Term Loan, 7.503%, maturing August 12, 2011			325,501
451,230			Term Loan, 7.503%, maturing August 12, 2011			456,024
						69,453,307
*Grocery: 0.6%*
			Giant Eagle, Inc.	Ba3	BB+
1,791,706			Term Loan, 5.747%-6.054%, maturing November 02, 2012			1,801,226
			Roundy’s Supermarkets, Inc.	B2	B+
5,000,000		(5)	Term Loan, maturing November 03, 2011			4,984,375
						6,785,601
*Healthcare, Education and Childcare: 15.2%*
			Accellent Corporation	B2	BB-
2,000,000			Term Loan, 6.091%, maturing November 22, 2012			2,019,376
			Alliance Imaging, Inc.	B1	B+
2,844,929			Term Loan, 6.125%-6.500%, maturing December 29, 2011			2,872,935
			AMN Healthcare, Inc.	Ba2	BB-
1,000,000		(5)	Term Loan, maturing November 20, 2011			1,008,750
			AMR HoldCo, Inc./EmCare HoldCo, Inc.	B2	B+
4,975,000			Term Loan, 5.660%-8.000%, maturing February 15, 2012			5,026,307

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Healthcare, Education and Childcare: (continued)*
		Block Vision Holdings Corporation	NR	NR
$	26,956	Revolver, 8.000%, maturing December 31, 2005			$	26,956
13,365		Term Loan, 13.000%, maturing July 30, 2007			—
		CCS Acquisition, Inc.	B3	B
4,500,000		Term Loan, 7.340%, maturing September 30, 2012			4,457,813
		Community Health Systems, Inc.	Ba3	BB-
24,312,711		Term Loan, 5.610%, maturing August 19, 2011			24,631,815
		Concentra Operating Corporation	B1	B+
5,000,000		Term Loan, 6.050%, maturing September 30, 2011			5,067,710
		Cooper Companies	Ba3	BB
1,990,000		Term Loan, 5.500%, maturing January 06, 2012			2,003,060
		CRC Health Corporation	B2	B+
1,496,250		Term Loan, 6.813%, maturing May 05, 2011			1,499,991
		Davita, Inc.	B1	BB-
30,745,098		Term Loan, 6.250%-6.540%, maturing October 05, 2012			31,216,943
		Encore Medical IHC, Inc.	B1	B
2,379,700		Term Loan, 6.430%-6.940%, maturing October 04, 2010			2,406,472
		Fisher Scientific International, Inc.	Ba1	BBB
2,468,750		Term Loan, 5.520%, maturing August 02, 2011			2,487,266
		Healthcare Partners, LLC	B1	BB
2,925,000		Term Loan, 5.820%, maturing February 04, 2011			2,949,681
		Iasis Healthcare Corporation	B1	B+
8,887,500		Term Loan, 6.270%-6.304%, maturing June 30, 2011			9,017,106
		Kinetic Concepts, Inc.	Ba3	BB
3,957,730		Term Loan, 5.780%, maturing August 11, 2010			3,999,781
		Lifepoint Hospitals, Inc.	Ba3	BB
13,543,656		Term Loan, 5.435%, maturing April 15, 2012			13,639,938
		Magellan Health Services, Inc.	B1	B+
1,135,417		Term Loan, 5.871%, maturing August 15, 2008			1,148,190
		MMM Holdings, Inc.	B2	B-
2,500,000		Term Loan, 7.460%, maturing August 16, 2011			2,506,250

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Healthcare, Education and Childcare: (continued)*
			Mylan Laboratories, Inc.	Ba1	BBB-
$	997,500		Term Loan, 5.400%, maturing June 30, 2010			$	1,011,684
			Pacificare Health Systems, Inc.	Ba2	BBB-
7,575,080			Term Loan, 5.125%-5.625%, maturing December 13, 2010			7,601,911
			Psychiatric Solutions, Inc.	B1	B+
923,077			Term Loan, 5.730%, maturing July 01, 2012			936,731
			Renal Advantage, Inc.	NR	B+
4,083,333			Term Loan, 6.440%, maturing October 06, 2012			4,130,549
			Rural/Metro Operating Company, LLC	B2	B
519,127			Term Loan, 3.740%, maturing March 04, 2011			527,887
1,423,528			Term Loan, 6.0375%, maturing March 04, 2011			1,447,550
			Select Medical Corporation	B1	BB-
2,487,500			Term Loan, 5.570%-7.500%, maturing February 24, 2012			2,491,647
			Sterigenics International, Inc.	B2	B+
2,453,836			Term Loan, 6.870%, maturing June 14, 2011			2,487,576
			Sybron Dental Management, Inc.	Ba2	BB+
419,097			Term Loan, 5.770%-5.831%, maturing June 06, 2009			422,764
			Team Health, Inc.	B2	B+
1,500,000		(5)	Term Loan, maturing November 23, 2012			1,513,125
			Vanguard Health Holding Company II	B2	B
17,499,225			Term Loan, 6.210%, maturing September 23, 2011			17,728,902
			Ventiv Health, Inc.	Ba3	BB-
1,000,000			Term Loan, 5.581%, maturing October 05, 2011			1,006,875
			VWR International, Inc.	B2	B+
4,034,334			Term Loan, 6.690%, maturing April 07, 2011			4,092,327
						163,385,868
*Home & Office Furnishings: 2.4%*
			ACCO Brands Corporation	Ba3	BB-
665,000			Term Loan, 5.585%-5.918%, maturing August 17, 2012			673,035
			Buhrmann U.S., Inc.	Ba3	BB-
3,935,188			Term Loan, 6.210%-6.386%, maturing December 31, 2010			3,994,216
			Global Imaging Systems, Inc.	Ba2	BB
1,222,484			Term Loan, 5.280%-5.530%, maturing May 10, 2010			1,232,417

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Home & Office Furnishings: (continued)*
			Identity Group, Inc.	NR	NR
$	1,610,704		Term Loan, 8.063%-9.750%, maturing April 30, 2006			$	1,401,312
			Maax Corporation	B2	B
1,384,580			Term Loan, 6.590%-6.980%, maturing June 04, 2011			1,377,657
			National Bedding Company	B1	BB-
2,244,375			Term Loan, 5.820%-6.150%, maturing August 31, 2011			2,261,208
			Sealy Mattress Company	B1	B+
6,769,912			Term Loan, 5.620%-7.250%, maturing April 06, 2012			6,852,423
			Simmons Company	B2	B+
8,078,830			Term Loan, 5.750%-8.000%, maturing December 19, 2011			8,177,295
						25,969,563
*Insurance: 0.7%*
			Conseco, Inc.	B2	BB-
6,101,830			Term Loan, 5.970%, maturing June 22, 2010			6,166,662
			Swett & Crawford Group, Inc.	B1	B+
1,500,000		(5)	Term Loan, maturing November 07, 2011			1,518,750
						7,685,412
*Leisure, Amusement, Entertainment: 8.4%*
			24 Hour Fitness Worldwide, Inc.	B2	B
3,250,000			Term Loan, 6.780%, maturing June 08, 2012			3,300,781
			AMF Bowling Worldwide, Inc.	B2	B
1,451,200			Term Loan, 6.091%-7.053%, maturing August 27, 2009			1,464,352
			Kerasotes Theatres, Inc.	B1	B-
1,970,000			Term Loan, 6.625%, maturing October 31, 2011			1,983,134
			Lodgenet Entertainment Corporation	Ba3	B+
3,363,679			Term Loan, 6.270%, maturing August 29, 2008			3,405,725
			Loews Cineplex Entertainment Corporation	B1	B
1,886,011			Term Loan, 5.970%-6.350%, maturing July 31, 2011			1,898,093
			Metro-Goldwyn-Mayer Studios, Inc.	Ba3	B+
8,500,000			Term Loan, 6.270%, maturing April 08, 2011			8,550,473
33,500,000			Term Loan, 6.270% maturing April 08, 2012			33,749,341
			Pure Fishing, Inc.	B1	B+
2,955,000			Term Loan, 6.770%-7.120%, maturing September 30, 2010			2,988,244

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Leisure, Amusement, Entertainment: (continued)*
		Regal Cinemas, Inc.	Ba3	BB-
$	6,887,530	Term Loan, 6.020%, maturing November 10, 2010			$	6,967,886
		Riddell Bell Holding, Inc.	B1	BB-
1,485,000		Term Loan, 6.160%, maturing September 28, 2011			1,509,440
		Six Flags Theme Parks, Inc.	B1	B-
2,900,485		Term Loan, 6.5000%-6.840%, maturing June 30, 2009			2,936,741
		Universal City Development Partners, L.P.	Ba3	BB-
4,962,500		Term Loan, 5.810%-6.150%, maturing June 09, 2011			5,034,868
		WMG Acquisition Corporation	B1	B+
16,355,325		Term Loan, 5.520%-6.371%, maturing February 28, 2011			16,546,617
					90,335,695
*Lodging: 0.7%*
		CNL Hotel Del Senior Mezz Partners, L.P.	NR	NR
7,500,000		Term Loan, 6.200%, maturing February 09, 2008			7,518,750
		Kuilima Resort Company	B1	B
500,000		Term Loan, 6.831%, maturing September 30, 2010			505,000
					8,023,750
*Machinery: 3.2%*
		Alliance Laundry Holdings, LLC	B1	B
3,272,500		Term Loan, 6.140%, maturing January 27, 2012			3,321,587
		Blount, Inc.	B1	BB-
3,571,018		Term Loan, 6.360%-7.500%, maturing August 09, 2010			3,609,703
		Enersys, Inc.	Ba3	BB
4,223,165		Term Loan, 5.660%-6.071%, maturing March 17, 2011			4,262,757
		Maxim Crane Works, L.P.
2,003,472		Term Loan, 6.750%-6.8750%, maturing January 30, 2012	Caa2	BB-	2,031,855
1,500,000		Term Loan, 9.625%, maturing January 25, 2010	C	B+	1,540,000
		Rexnord Corporation	B1	B+
7,255,312		Term Loan, 6.070%-6.3000%, maturing December 31, 2011			7,349,029
		Terex Corporation	B2	BB-
1,198,262		Term Loan, 6.830%-6.916%, maturing December 31, 2009			1,216,236
862,907		Term Loan, 6.330%-6.416%, maturing July 03, 2009			875,311

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Machinery: (continued)*
			United Rentals (North America), Inc.	B2	BB
$	10,178,333		Term Loan, 6.320%, maturing February 14, 2011			$	10,294,112
						34,500,590
*Mining, Steel, Iron & Nonprecious Metals: 1.9%*
			Alpha Natural Resources, LLC.	B2	BB-
666,667		(5)	Term Loan, maturing October 26, 2012			672,222
			Carmeuse Lime, Inc.	NR	NR
1,950,000			Term Loan, 6.000%, maturing May 02, 2011			1,964,625
			Foundation Coal Corporation	Ba3	BB-
2,912,234			Term Loan, 5.660%-6.160%, maturing July 30, 2011			2,964,209
			International Coal Group, LLC	B2	B-
1,485,000			Term Loan, 6.690%, maturing October 01, 2010			1,491,188
			Longyear Holdings, Inc.	B2	B+
190,517			Term Loan, 6.530%, maturing July 28, 2012			193,137
1,509,483			Term Loan, 6.530% maturing July 28, 2012			1,530,238
			Novelis, Inc.	Ba2	BB-
2,768,491			Term Loan, 5.460%, maturing January 06, 2012			2,800,068
4,808,432			Term Loan, 5.460%, maturing January 06, 2012			4,863,277
			Trout Coal Holdings, LLC	B3	B
4,477,500			Term Loan, 6.500%-7.090%, maturing March 18, 2010			4,460,709
						20,939,673
*North American Cable: 18.2%*
		(2)	Adelphia Communications Corporation	NR	BBB
11,000,000			Debtor in Possession Term Loan, 6.313%, maturing March 31, 2006			11,055,000
			Atlantic Broadband Finance, LLC	B2	B
2,000,000			Term Loan, 6.520%, maturing August 04, 2012			2,032,500
			Bragg Communications, Inc.	B1	NR
2,468,750			Term Loan, 5.860%, maturing August 31, 2011			2,504,238
			Bresnan Communications, LLC	B1	BB-
5,000,000			Term Loan, 7.440%-7.590%, maturing December 31, 2007			5,071,095
			Cebridge Connections, Inc.	NR	NR
1,477,500			Term Loan, 6.780%-9.000%, maturing February 23, 2009			1,483,041
2,447,614			Term Loan, 9.774%-10.110%, maturing February 23, 2010			2,530,220

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*North American Cable: (continued)*
		(2)	Century Cable Holdings, LLC	Caa1	NR
$	1,230,000		Revolver, 7.750%, maturing March 31, 2009			$	1,203,863
21,357,940			Term Loan, 8.750%, maturing June 30, 2009			21,026,123
8,000,000			Term Loan, 8.750%, maturing December 31, 2009			7,868,000
			Charter Communications Operating, LLC	B2	B
6,991,308			Term Loan, 7.250%, maturing April 27, 2010			6,986,121
48,322,461			Term Loan, 7.420%-7.500%, maturing April 27, 2011			48,467,815
		(2)	Hilton Head Communications, L.P.	Caa1	NR
7,000,000			Revolver, 6.750%, maturing September 30, 2007			6,809,250
8,500,000			Term Loan, 8.000%, maturing March 31, 2008			8,330,000
			Insight Midwest Holdings, LLC	Ba3	BB-
18,176,250			Term Loan, 6.063%, maturing December 31, 2009			18,435,261
			Knology, Inc.	B3	NR
2,117,889			Term Loan, 9.180%-9.520%, maturing June 29, 2010			2,170,836
			Mediacom Communications Corporation	Ba3	BB-
10,945,000			Term Loan, 5.870%-6.230%, maturing February 01, 2014			11,106,614
			Nextmedia Operating, Inc.	Ba3	BB-
1,153,846		(5)	Term Loan, maturing November 15, 2012			1,163,461
		(2)	Olympus Cable Holdings, LLC	B2	NR
7,500,000			Term Loan, 8.000%, maturing June 30, 2010			7,375,448
21,000,000			Term Loan, 8.750%, maturing September 30, 2010			20,688,759
			Patriot Media and Communications, LLC
2,666,667			Term Loan, 6.313%, maturing March 31, 2013	B1	B+	2,707,501
1,000,000			Term Loan, 9.000%, maturing October 04, 2013	B3	B-	1,019,531
			Persona Communication, Inc.	B2	B
3,465,000			Term Loan, 7.020%, maturing August 01, 2011			3,486,656
			San Juan Cable, LLC	B1	B+
1,000,000			Term Loan, 8.750%, maturing October 31, 2012			1,011,667
			San Juan Cable, LLC	B3	B-
1,500,000			Term Loan, 8.750%, maturing October 31, 2013			1,504,375
						196,037,375

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Oil & Gas: 10.4%*
			Cheniere LNG Holdings, LLC	NR	BB
$	7,000,000		Term Loan, 6.770%-6.950%, maturing August 30, 2012			$	7,056,875
			Coffeyville Resources, LLC	B1	BB-
1,000,000			Term Loan, 2.600%, maturing June 24, 2012			1,015,781
1,496,250			Term Loan, 6.563%-8.250%, maturing June 24, 2012			1,519,862
			Complete Production Services, Inc.	B2	B
3,000,000			Term Loan, 6.720%, maturing September 12, 2012			3,034,689
			El Paso Corporation	B3	B
5,500,000			Term Loan, 2.850%, maturing November 30, 2007			5,536,284
22,314,485			Term Loan, 6.813%, maturing November 23, 2009			22,461,693
			EPCO Holdings, Inc.	Ba3	B+
11,750,000			Term Loan, 6.247%-6.603%, maturing August 18, 2010			11,928,083
			Key Energy Services, Inc.	NR	B-
4,500,000			Term Loan, 7.020%, maturing June 30, 2012			4,569,377
			LB Pacific, L.P.	B1	B-
3,980,000			Term Loan, 6.610%,6.950%, maturing February 15, 2012			4,042,188
			Lyondell-Citgo Refining, L.P.	Ba3	BB
1,975,000			Term Loan, 5.510%, maturing May 21, 2007			2,004,625
			Magellan Midstream Holdings, L.P.	Ba3	BB-
2,724,456			Term Loan, 5.785%, maturing June 30, 2012			2,752,554
			Mainline, L.P.	Ba3	BB-
7,237,500			Term Loan, 6.295%, maturing December 17, 2011			7,346,063
			Regency Gas Services, LLC	B1	B+
1,488,750			Term Loan, 6.780%, maturing June 01, 2010			1,503,637
500,000			Term Loan, 9.850%, maturing December 01, 2010	B3	B-	501,250
			Semcrude, L.P.	Ba3	NR
5,250,539			Term Loan, 6.520%, maturing March 16, 2011			5,316,170
3,726,350			Term Loan, 6.121%-7.750%, maturing March 16, 2011			3,772,929
			Targa Resources, Inc.	Ba3	B+
6,500,000		(5)	Term Loan, maturing October 31, 2007			6,524,375
1,000,000		(5)	Term Loan, maturing October 31, 2012			1,006,625

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Oil & Gas: (continued)*
$	7,774,194	(5)	Term Loan, maturing October 31, 2012			$	7,825,697
			Vulcan Energy Corporation	Ba2	BB
5,080,638			Term Loan, 5.836%-5.860%, maturing August 12, 2011			5,134,620
			Western Refining Company, L.P.	B2	BB-
3,750,000			Term Loan, 6.581%, maturing July 27, 2012			3,759,375
			Williams Production RMT Company	Ba3	BB
3,921,412			Term Loan, 6.200%, maturing May 30, 2008			3,963,077
						112,575,829
*Other Broadcasting and Entertainment: 3.8%*
			Alliance Atlantis Communications, Inc.	Ba2	BB
2,312,774			Term Loan, 5.830%, maturing December 20, 2011			2,325,303
			DirecTV Holdings, LLC	Ba1	BB
10,000,000			Term Loan, 5.386%-5.470%, maturing April 13, 2013			10,104,170
			Echostar DBS Corporation	Ba3	BB-
9,000,000			Floating Rate Note, 7.304%, maturing October 01, 2008			9,191,250
			HIT Entertainment, Ltd.	B1	B
3,416,667			Term Loan, 6.110%, maturing March 20, 2012			3,433,323
			Liberty Media Corporation	Ba1	BB+
4,500,000			Floating Rate Note, 5.370%, maturing September 17, 2006			4,527,585
			Rainbow National Services, LLC	B1	BB+
10,945,000			Term Loan, 6.625%, maturing March 31, 2012			11,057,186
			Yankees Holdings, L.P.	NR	NR
314,286			Term Loan, 6.360%, maturing June 25, 2007			315,857
						40,954,674
*Other Telecommunications: 4.0%*
			Cincinnati Bell, Inc.	Ba3	B+
3,500,000			Term Loan, 5.360%-5.390%, maturing August 31, 2012			3,524,063
			Consolidated Communications, Inc.	B1	BB-
2,452,170			Term Loan, 6.052%-6.270%, maturing October 14, 2011			2,476,692
			D&E Communications, Inc.	Ba3	BB-
2,947,025			Term Loan, 5.840%-7.750%, maturing December 31, 2011			2,969,128
			Fairpoint Communications, Inc.	B1	BB-
3,500,000			Term Loan, 5.813%, maturing February 15, 2012			3,516,188

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Other Telecommunications: (continued)*
		Hawaiian Telcom Communications, Inc.	B1	B+
$	3,500,000	Term Loan, 6.280%, maturing October 31, 2012			$	3,539,813
		Iowa Telecommunications Services, Inc.	Ba3	BB-
4,250,000		Term Loan, 5.290%-5.770%, maturing November 23, 2011			4,296,486
		Qwest Capital Funding, Inc.	B2	B
10,000,000		Floating Rate Note, 7.290%, maturing February 15, 2009			10,137,500
		Qwest Corporation	B1	BB
800,000		Term Loan, 8.530%, maturing June 30, 2007			821,666
		Time Warner Telecom Holdings, Inc.	B2	CCC+
3,000,000		Floating Rate Note, 7.790%, maturing February 15, 2011			3,067,500
		Valor Telecommunication Enterprises II, LLC	Ba3	BB-
8,680,272		Term Loan, 5.811%-5.831%, maturing February 14, 2012			8,784,704
					43,133,740
*Personal & Nondurable Consumer Products: 6.1%*
		Amscan Holdings, Inc.	B1	B
1,967,538		Term Loan, 6.560%-6.890%, maturing April 30, 2012			1,979,835
		Bushnell Performance Optics	B1	B+
1,750,000		Term Loan, 7.020%, maturing August 19, 2011			1,776,798
		Church & Dwight Company, Inc.	Ba2	BB+
4,384,522		Term Loan, 5.820%, maturing May 30, 2011			4,436,588
		Fender Musical Instruments Corporation
2,487,500		Term Loan, 6.310%, maturing March 30, 2012	B1	B+	2,512,375
2,500,000		Term Loan, 8.720%, maturing September 30, 2012	B3	B-	2,518,750
		Hillman Group, Inc.	B2	B
2,955,000		Term Loan, 7.438%-7.688%, maturing March 30, 2011			2,992,862
		Hunter Fan Company	B1	B
900,000		Term Loan, 6.750%-6.940%, maturing March 24, 2012			897,750
		Jarden Corporation	B1	B+
11,201,123		Term Loan, 6.020%, maturing August 15, 2011			11,248,728
4,314,444		Term Loan, 5.688%, maturing January 24, 2012			4,332,781
		Mega Bloks, Inc.	Ba3	BB-
997,500		Term Loan, 5.625%-6.000%, maturing July 26, 2012			1,010,281

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Personal & Nondurable Consumer Products: (continued)*
			Natural Products Group, LLC.	B2	B
$	1,577,301		Term Loan, 7.340%, maturing August 16, 2011			$	1,575,823
			Norwood Promotional Products Holdings, Inc.	NR	NR
7,438,733		(3)	Term Loan,maturing August 16, 2011			2,863,912
			Norwood Promotional Products, Inc.	NR	NR
12,368,002			Term Loan, 10.125%, maturing August 16, 2009			12,553,522
			Oreck Corporation	B1	B+
987,513			Term Loan, 6.780%, maturing January 27, 2012			991,216
			Prestige Brands Holdings, Inc.	B1	B+
1,960,125			Term Loan, 6.311%-8.000%, maturing April 06, 2011			1,981,359
			Reddy Ice Group, Inc.	B1	B+
1,000,000			Term Loan, 5.865%, maturing August 09, 2012			1,009,688
			Spectrum Brands, Inc.	B1	B+
11,044,500			Term Loan, 5.790%-6.110%, maturing February 06, 2012			11,120,431
			Tupperware Corporation	Ba2	BB
8,400,000		(5)	Term Loan, maturing November 07, 2012			8,397,379
						74,200,078
*Personal, Food & Miscellaneous: 4.1%*
			AFC Enterprises, Inc.	B1	B+
1,493,750			Term Loan, 6.313%, maturing May 11, 2011			1,512,422
			Alderwoods Group, Inc.	B1	BB-
1,652,649			Term Loan, 5.480%-6.117%, maturing September 29, 2009			1,673,824
			Arby’s Restaurant Group, Inc.	B1	B+
5,985,000			Term Loan, 6.110%-6.493%, maturing July 25, 2012			6,023,651
			Brickman Group Holdings, Inc.	Ba3	BB-
1,551,136			Term Loan, 5.660%, maturing December 19, 2008			1,547,259
			Burger King Corporation	Ba2	B+
4,488,750			Term Loan, 5.830%, maturing June 30, 2012			4,544,159
			Burt’s Bees, Inc.	B2	B
1,243,750			Term Loan, 6.410%-7.040%, maturing March 24, 2011			1,253,855
			Carrols Corporation	B1	B+
3,380,715			Term Loan, 6.563%, maturing December 31, 2010			3,434,066
			Central Garden & Pet Company	Ba2	BB+
992,435			Term Loan, 5.720%-5.831%, maturing May 15, 2009			1,006,701

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Personal, Food & Miscellaneous: (continued)*
			Coinmach Corporation	B2	B
$	4,623,685		Term Loan, 6.938%-7.125%, maturing July 25, 2009			$	4,690,151
			Coinstar, Inc.	Ba3	BB-
2,681,718			Term Loan, 6.100%, maturing July 07, 2011			2,730,325
			Culligan International Company	B1	B+
2,475,000			Term Loan, 6.470%, maturing September 30, 2011			2,509,806
			Doane Pet Care Company	B1	BB-
500,000		(5)	Term Loan, maturing October 24, 2012			506,875
			Domino’s, Inc.	Ba3	BB-
3,431,677			Term Loan, 5.813%, maturing June 25, 2010			3,476,718
			Jack in the Box, Inc.	Ba2	BB
3,426,307			Term Loan, 4.920%-5.810%, maturing January 09, 2011			3,462,712
			MD Beauty, Inc.
1,948,387			Term Loan, 7.250%-8.750%, maturing February 18, 2012	B1	B	1,960,564
2,000,000			Term Loan, 11.250%, maturing February 18, 2013	B3	CCC+	2,010,000
			N.E.W. Holdings I, LLC	B1	B+
2,111,472			Term Loan, 7.063%-7.375%, maturing July 08, 2011			2,141,824
						44,484,912
*Printing & Publishing: 9.0%*
			Adams Outdoor Advertising, L.P.	B1	B+
4,533,279			Term Loan, 5.870%-6.200%, maturing October 18, 2012			4,600,336
			American Achievement Corporation	B1	B+
893,007			Term Loan, 6.370%-8.250%, maturing March 25, 2011			906,402
			American Media Operations, Inc.	B1	B
1,192,045			Term Loan, 6.813%, maturing April 01, 2007			1,203,220
4,345,781			Term Loan, 6.813%, maturing April 01, 2007			4,386,523
			American Reprographics Company
1,827,653			Term Loan, 5.524%-5.640%, maturing June 18, 2009	Ba3	BB-	1,848,214
700,000			Term Loan, 10.636%, maturing December 18, 2009	B1	B	717,500
			Ascend Media Holdings, LLC	B3	B
1,739,063			Term Loan, 6.460%-6.810%, maturing January 31, 2012			1,744,497
			Dex Media East, LLC	Ba2	BB
3,409,522			Term Loan, 5.500%-5.930%, maturing May 08, 2009			3,429,768

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Printing & Publishing: (continued)*
			Dex Media West, LLC	Ba2	BB
$	1,218,774		Term Loan, 4.240%-5.460%, maturing September 09, 2009			$	1,223,630
16,271,579			Term Loan, 5.490%-5.960%, maturing March 09, 2010			16,370,234
			Enterprise Newsmedia, LLC	B2	B
3,000,000			Term Loan, 6.860%, maturing June 30, 2012			3,037,500
			Freedom Communications, Inc.	Ba2	BB
2,368,891			Term Loan, 5.370%-5.530%, maturing May 01, 2013			2,387,843
			FSC Acquisition, LLC	B2	B
2,533,113			Term Loan, 6.020%-6.330%, maturing August 01, 2012			2,543,668
			IWCO Direct, Inc.	B1	B
1,492,501			Term Loan, 7.270%, maturing January 31, 2011			1,514,888
			Journal Register Company	Ba2	BB
5,368,811			Term Loan, 5.550%-5.740%, maturing August 12, 2012			5,401,529
			Liberty Group Publishing, Inc.	B1	B+
1,965,125			Term Loan, 6.188%,6.375%, maturing February 28, 2012			1,983,241
			MC Communications, LLC	B2	B
3,406,667			Term Loan, 6.540%, maturing December 31, 2010			3,438,604
			Merrill Communications, LLC	Ba3	B+
2,128,271			Term Loan, 6.581%, maturing July 30, 2009			2,154,875
832,509			Term Loan, 6.581%, maturing July 30, 2009			842,915
			Newspaper Holdings, Inc.	NR	NR
1,666,667		(5)	Term Loan, maturing August 24, 2012			1,678,125
			PBI Media, Inc.	B2	B
1,000,000			Term Loan, 6.411%-6.493%, maturing September 30, 2012			1,005,625
			Primedia, Inc.	B2	B
190,915			Revolver, 6.140%, maturing June 30, 2008			185,784
6,500,000			Term Loan, 6.140%, maturing September 30, 2013			6,426,875
			R.H. Donnelley, Inc.	Ba3	BB
724,802			Term Loan, 5.780%-5.920%, maturing December 31, 2009			729,105
11,710,318			Term Loan, 5.520%-5.860%, maturing June 30, 2011			11,776,751
			Source Media, Inc.	B1	B
3,419,118			Term Loan, 6.270%, maturing November 08, 2011			3,468,268

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Printing & Publishing: (continued)*
			Visant Holding Corporation	B1	B+
$	10,735,000		Term Loan, 5.940%-6.188%, maturing October 04, 2011			$	10,897,700
			Ziff Davis Media, Inc.	B3	CCC+
1,500,000			Floating Rate Note, 9.693%, maturing May 01, 2012			1,383,750
						97,287,370
*Radio and TV Broadcasting: 5.2%*
			Block Communications, Inc.	Ba2	BB-
2,431,022			Term Loan, 6.270%, maturing November 15, 2009			2,453,812
			Emmis Operating Company	Ba2	B+
9,900,000			Term Loan, 5.720%, maturing November 10, 2011			9,968,686
			Entravision Communications Corporation	Ba3	B+
3,000,000			Term Loan, 5.550%, maturing March 29, 2013			3,025,125
			Gray Television, Inc.	Ba2	BB-
1,000,000		(5)	Term Loan, maturing			1,005,313
			Mission Broadcasting, Inc.	Ba3	B
2,432,394			Term Loan, 5.770%, maturing August 14, 2012			2,449,623
			NEP Supershooters, L.P.	B1	B
2,470,000			Term Loan, 7.710%-8.020%, maturing February 03, 2011			2,500,875
985,000			Term Loan, 7.520% maturing February 03, 2011			994,234
			Nexstar Broadcasting, Inc.	Ba3	B
2,476,056			Term Loan, 5.770%, maturing August 14, 2012			2,493,594
			Paxson Communications Corporation	B1	B-
9,000,000			Floating Rate Note, 6.900%, maturing January 15, 2010			9,022,500
			Raycom Media, Inc.	NR	NR
4,750,000			Term Loan, 6.063%, maturing March 31, 2012			4,767,813
			Spanish Broadcasting Systems, Inc.
3,980,000			Term Loan, 6.030%, maturing June 10, 2012	B1	B+	4,041,360
1,500,000			Term Loan, 7.510%, maturing June 10, 2013	B2	CCC+	1,524,063
			Susquehanna Media Company	Ba2	BB-
6,965,000			Term Loan, 5.950%-6.090%, maturing March 31, 2012			6,980,239
			Young Broadcasting, Inc.	B1	B
4,987,500			Term Loan, 5.688%-6.313%, maturing November 03, 2012			5,028,024
						56,255,261

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Retail Stores: 8.1%*
		Advance Stores Company, Inc.	Ba1	BB+
$	1,813,388	Term Loan, 5.563%-5.750%, maturing September 30, 2010			$	1,835,490
3,049,714		Term Loan, 5.625%-5.630%, maturing September 30, 2010			3,086,884
		Alimentation Couche-Tard, Inc.	Ba2	BB
1,203,061		Term Loan, 5.688%, maturing December 17, 2010			1,218,099
		Baker & Taylor, Inc.	Ba3	B+
1,382,727		Revolver, 5.610%-7.000%, maturing August 11, 2010			1,375,813
		Baker & Taylor, Inc.	B1	B
1,000,000		Term Loan, 10.996%, maturing May 06, 2011			1,012,500
		Blockbuster Entertainment Corporation	B3	B-
6,980,000		Term Loan, 6.990%-7.540%, maturing August 20, 2011			6,790,402
		Dollarama Group, L.P.	B1	B+
3,473,750		Term Loan, 5.930%, maturing November 18, 2011			3,530,198
		Harbor Freight Tools, Inc.	B1	B+
8,313,540		Term Loan, 6.290%-6.650%, maturing July 15, 2010			8,403,950
		Jean Coutu Group, Inc.	B2	BB-
9,684,413		Term Loan, 6.375%-6.500%, maturing July 30, 2011			9,758,557
		Mapco Express, Inc.	B2	B+
2,493,750		Term Loan, 6.710%-8.500% maturing April 28, 2011			2,527,261
		Movie Gallery, Inc.	B2	B-
5,486,250		Term Loan, 7.830%, maturing April 27, 2011			5,261,901
		Nebraska Book Company, Inc.	B2	B
2,462,500		Term Loan, 6.520%-6.700%, maturing March 04, 2011			2,485,586
		Neiman-Marcus Group, Inc.	B1	B+
19,000,000		Term Loan, 6.475%, maturing April 06, 2013			19,107,958
		Oriental Trading Company, Inc.
3,157,435		Term Loan, 8.813%, maturing August 06, 2010	B3	B-	3,177,169
1,750,000		Term Loan, 6.313%, maturing January 08, 2011	B3	B-	1,759,480
		Pantry, Inc.	B1	B+
5,243,478		Term Loan, 6.340%, maturing March 12, 2011			5,269,696
		Tire Rack, Inc.	B1	BB-
997,500		Term Loan, 5.900%-6.270%, maturing June 24, 2012			1,009,969

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

				Bank Loan Ratings†
*Principal Amount*			Borrower/Tranche Description	Moody’s	S&P	Value
*Retail Stores: (continued)*
			Travelcenters of America, Inc.	B1	BB
$	10,000,000		Term Loan, 5.620%-5.770%, maturing December 01, 2011			$	10,121,250
						87,732,163
*Satellite: 1.1%*
			Panamsat Corporation	Ba3	BB+
11,880,000			Term Loan, 6.045%-6.107%, maturing August 20, 2011			12,035,390
						12,035,390
*Telecommunications Equipment: 1.4%*
			AAT Communications Corporation	B1	BB+
3,000,000			Term Loan, 5.610%, maturing July 27, 2012			3,040,314
			AAT Communications Corporation	B2	BB
1,000,000			Term Loan, 6.610%, maturing July 29, 2013			1,016,042
			Sorenson Communications, Inc.
2,000,000		(5)	Term Loan, maturing November 15, 2012	B2	B	2,023,750
750,000		(5)	Term Loan, maturing May 09, 2013	B3	CCC+	766,719
			Syniverse Holding, LLC	Ba3	BB-
2,607,141			Term Loan, 6.030%, maturing February 15, 2012			2,638,100
						9,484,925
*Textiles & Leather: 1.6%*
			Malden Mills Industries, Inc.	NR	NR
2,573,615		(3)	Term Loan, maturing October 01, 2008			514,723
634,681		(3)	Term Loan, maturing October 01, 2008			—
			Polymer Group, Inc.	B1	BB-
7,500,000			Term Loan, 7.250%, maturing November 22, 2012			7,579,687
			Propex Fabrics, Inc.	B3	B+
1,912,816			Term Loan, 6.280%, maturing November 30, 2011			1,917,599
			St. John Knits International, Inc.	B1	B+
875,952			Term Loan, 6.563%, maturing March 18, 2012			889,092
			Targus Group International	B1	B
2,000,000		(5)	Term Loan, maturing November 15, 2012			2,018,750
			William Carter Company	B1	BB
3,750,000			Term Loan, 5.650%-5.811%, maturing July 14, 2012			3,798,049
						16,717,900

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Utilities: 9.4%*
		Allegheny Energy Supply Company	Ba2	BB
$	13,124,530	Term Loan, 5.636%-5.918%, maturing March 08, 2011			$	13,282,024
		Calpine Corporation	B3	CCC
2,912,789		Term Loan, 9.900%, maturing July 16, 2007			2,237,022
		Cogentrix Delaware Holdings, Inc.	Ba2	BB+
5,437,007		Term Loan, 5.780%, maturing April 14, 2012			5,503,273
		Coleto Creek Power
937,427		Term Loan, 6.160%, maturing June 30, 2011	Ba3	BB	953,441
1,000,000		Term Loan, 6.997%, maturing June 30, 2012	B1	BB-	1,022,188
		Kgen, LLC	B2	B
4,975,000		Term Loan, 6.645%, maturing August 01, 2011			4,968,781
		La Paloma Generating Company
111,500		Term Loan, 5.770%, maturing August 16, 2012	Ba3	BB-	112,476
218,579		Term Loan, 5.747%, maturing August 16, 2012	Ba3	BB-	220,492
1,400,000		Term Loan, 5.770%, maturing August 16, 2012	Ba3	BB-	1,412,250
1,000,000		Term Loan, 7.520%, maturing August 16, 2013	B1	B	1,014,375
		LSP-Kendall Energy, LLC	B1	B
10,000,000		Term Loan, 5.940%, maturing October 07, 2013			9,971,880
		NRG Energy, Inc.	Ba3	BB
2,734,375		Term Loan, 3.920%, maturing December 24, 2011			2,752,034
3,489,258		Term Loan, 5.895%, maturing December 24, 2011			3,511,791
		Pike Electric, Inc.	B1	BB-
2,734,302		Term Loan, 6.188%, maturing July 01, 2012			2,768,480
1,642,918		Term Loan, 6.250%, maturing December 10, 2012			1,663,454
		Primary Energy Finance, LLC	Ba2	BB-
2,750,000		Term Loan, 6.020%, maturing August 24, 2012			2,787,241
		Reliant Energy Resources Corporation	B1	B+
22,841,231		Term Loan, 2.375%-6.426%, maturing April 30, 2010			22,876,932

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

			Bank Loan Ratings†
*Principal Amount*		Borrower/Tranche Description	Moody’s	S&P	Value
*Utilities: (continued)*
		Riverside Energy Center, LLC	Ba3	B
$	276,115	Term Loan, 7.930%, maturing June 24, 2011			$	285,779
3,491,163		Term Loan, 7.930%, maturing June 24, 2011			3,613,354
2,415,971		Term Loan, 7.930%, maturing June 24, 2011			2,500,530
		Texas Genco, LLC	Ba2	BB
4,362,692		Term Loan, 5.870%-5.946%, maturing December 14, 2011			4,374,620
10,535,769		Term Loan, 6.330%-6.412%, maturing December 14, 2011			10,564,574
		Thermal North America	Ba3	BB-
1,000,000		Term Loan, 5.690%, maturing October 12, 2013			1,010,000
1,500,000		Term Loan, 5.880%, maturing October 12, 2013			1,515,000
					100,921,991
		Total Senior Loans (Cost $2,052,316,587)			2,066,023,086

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

Equities and Other Assets: 2.4%

	Description	Value
(@)	Acterna, LLC (85,722 Common Shares)	$	4,971,876
(@), (R)	Acterna, Inc.—Contingent Right	—
(1), (@), (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	186,961
(@), (R)	AM Cosmetics Corporation (Liquidation Interest)	25
(@), (R)	Block Vision Holdings Corporation (571 Common Shares)	—
(2), (@), (R)	Boston Chicken, Inc. (Residual Interest in Boston Chicken Plan Trust)	6,001,312
(@), (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 (1,402,038 Common Shares)	145,812
(2), (@), (R)	Electro Mechanical Solutions (Residual Interest in Bankruptcy Estate)	1,112
(@), (R)	Enginen Realty (857 Common Shares)	—
(@), (R)	Enterprise Profit Solutions (Liquidation Interest)	—
(@), (R)	EquityCo, LLC (Warrants for 28,782 Common Shares)	—
(4), (@), (R)	Euro United Corporation (Residual Interest in Bankruptcy Estate)	305,999
(@), (R)	Galey & Lord, Inc. (203,345 Common Shares)	—
(@), (R)	Gate Gourmet Borrower, LLC (Warrants for 101 Common Shares)	—
(@), (R)	Gemini Leasing, Inc. (143,079 common shares)	$	—
(2), (@), (R)	Grand Union Company (Residual Interest in Bankruptcy Estate)	54,523
(@)	Hayes Lemmerz International, Inc. (73,835 Common Shares)	224,458
(@)	Hayes Lemmerz International, Inc. (246 Preferred Shares)	748
(2), (@), (R)	Humphreys, Inc. (Residual Interest in Bankruptcy Estate)	—
(2), (@), (R)	Imperial Home Décor Group, Inc. (300,141 Common Shares)	1
(2), (@), (R)	Imperial Home Décor Group, Inc. (Liquidation Interest)	—
(2), (@), (R)	Insilco Technologies (Residual Interest in Bankruptcy Estate)	2,619
(@), (R)	Intera Group, Inc. (864 Common Shares)	—
(2), (@), (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)	14,179
(2), (@), (R)	Kevco, Inc. (Residual Interest in Bankruptcy Estate)	100
(2), (@), (R)	Lincoln Pulp and Eastern Fine (Residual Interest in Bankruptcy Estate)	—
(@), (R)	Lincoln Paper & Tissue (Warrants for 291 Common Shares, Expires August 24, 2015)	—
(@), (R)	London Clubs International (Warrants for 241,499 Common Shares, Expires February 27, 2011)	485,866
(@), (R)	Malden Mills Industries, Inc. (436,865 Common Shares)	—
(@), (R)	Malden Mills Industries, Inc. (1,427,661 Preferred Shares)	—
(@), (R)	Morris Material Handling, Inc. (481,373 Common Shares)	2,729,384
(@), (R)	Murray’s Discount Auto Stores, Inc. (Escrow Interest)	40,136
(@), (R)	Neoplan USA Corporation (17,348 Common Shares)	—
(@), (R)	Neoplan USA Corporation (1,814,180 Series B Preferred Shares)	—

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of November 30, 2005 (Unaudited) (continued)

Equities and Other Assets: (continue)

	Description			Value
(@), (R)	Neoplan USA Corporation (1,084,000 Series C Preferred Shares)			$	—
(@), (R)	Neoplan USA Corporation (3,524,300 Series D Preferred Shares)			—
(@), (R)	New Piper Aircraft, Inc. (Residual Interest in Litigation Proceeds)			—
(@), (R)	New World Restaurant Group, Inc. (Warrants for 4,489 Common Shares, Expires June 15, 2006)			61,589
(@), (R)	Norwood Promotional Products, Inc. (72,238 Common Shares)			—
(@), (R)	Safelite Glass Corporation (810,050 Common Shares)			10,271,433
(@), (R)	Safelite Realty Corporation (54,679 Common Shares)			300,735
(@), (R)	Targus Group, Inc. (Warrants for 66,824 Common Shares, Expires December 6, 2012)			138,660
(1), (@), (R)	Transtar Metals (Residual Interest in Bankruptcy Estate)			—
(1), (@), (R)	TSR Wireless, LLC (Residual Interest in Bankruptcy Estate)			—
(2), (@), (R)	U.S. Aggregates (Residual Interest in Bankruptcy Estate)			—
(2), (@), (R)	U.S. Office Products Company (Residual Interest in
	Bankruptcy Estate)			—
	Total Equity and Other Assets (Cost $18,255,680)			25,937,528

	Total Investments (Cost $2,070,572,267)⁽⁶⁾	194.2	%	$	2,091,960,614
	Preferred Shares and Liabilities in Excess of Cash and Other Assets — Net	(94.2	)	(1,014,603,535		)
	Net Assets	100.0	%	$	1,077,357,079

(@)		Non-income producing security
(R)		Restricted security
*		Senior loans, while exempt from registration under the Security Act of 1933, as ameded 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.
NR		Not Rated
†		Bank Loans rated below Baa3 by Moody’s Investor Services, Inc. or BBB- by Standard & Poor’s Group are considered to be below investment grade.
(1)		The borrower filed for protection under Chapter 7 of the U.S. Federal bankruptcy code.
(2)		The borrower filed for protection under Chapter 11 of the U.S. Federal bankruptcy code.
(3)		Loan is on non-accrual basis.
(4)		The borrower filed for protection under the Canadian Bankruptcy and Insolvency Act.
(5)		Trade pending settlement. Contract rates do not take effect until settlement date.
(6)		For federal income tax purposes, the cost of investment is $2,072,224,684 and net unrealized appreciation consists of the following:

Gross Unrealized Appreciation	$	33,098,683
Gross Unrealized Depreciation	(13,362,753		)
Net Unrealized Appreciation	$	19,735,930

See Accompanying Notes to Financial Statements

Item 2. Controls and Procedures.

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-Q are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-Q and the officer certifications of such Form N-Q.

(b) There were no significant changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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.

(Registrant): ING Prime Rate Trust

By	/s/ James M. Hennessy
	James M. Hennessy
	President and Chief Executive Officer

Date:	January 27, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ James M. Hennessy
	James M. Hennessy
	President and Chief Executive Officer

Date:	January 27, 2005

By	/s/ Todd Modic
	Todd Modic
	Senior Vice President and Chief Financial Officer

Date:	January 27, 2005