Edgar Filing: ING PRIME RATE TRUST

OMB APPROVAL

OMB Number: 3235-0578

Expires: February 28, 2006

Estimated average burden hours per response: 20.00

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: May 31, 2006

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 May 31, 2006 (Unaudited)

Senior Loans*: 191.3%

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Aerospace & Defense: 2.6%

Arinc, Inc.

Ba3

980,000

Term Loan, 6.980%-7.110%,

maturing March 10, 2011

981,225

(2)

Delta Air Lines, Inc.

Ba3

B+

2,000,000

Debtor in Possession Term Loan, 10.023%,

maturing March 16, 2008

2,057,350

Dyncorp, Inc.

B+

3,961,654

Term Loan, 7.438%-7.813%,

maturing February 11, 2011

4,002,923

Hexcel Corporation

Ba3

BB-

1,233,333

Term Loan, 6.750%-6.938%,

maturing March 01, 2012

1,240,271

IAP Worldwide Services, Inc.

B+

997,500

Term Loan, 8.000%,

maturing December 30, 2012

1,007,475

K&F Industries, Inc.

B+

4,562,500

Term Loan, 7.030%-7.090%,

maturing November 18, 2012

4,606,702

Spirit Aerosystems, Inc.

BB-

1,157,917

Term Loan, 7.318%,

maturing December 31, 2011

1,172,391

Standard Aero Holdings, Inc.

B+

1,260,684

Term Loan, 6.960%-7.350%,

maturing August 20, 2012

1,260,684

Transdigm, Inc.

B+

1,955,100

Term Loan, 7.331%, maturing July 22, 2010

1,965,792

United Air Lines, Inc.

B+

625,000

Term Loan, 8.875%,

maturing February 01, 2012

634,531

3,375,000

Term Loan, 8.625%,

maturing February 01, 2012

3,426,469

US Airways Group, Inc.

4,000,000

Term Loan, 8.593%, maturing March 31, 2011

4,047,000

Wyle Holdings, Inc.

B+

1,897,200

Term Loan, 7.880%, maturing January 28, 2011

1,928,030

28,330,841

Automobile: 7.7%

Accuride Corporation

B+

6,030,909

Term Loan, 6.938%, maturing January 31, 2012

6,082,926

Avis Budget Holdings, LLC

Ba2

BBB-

3,000,000

Term Loan, 6.350%, maturing April 19, 2012

2,995,179

(2)

Collins & Aikman Products Company

1,959,834

Debtor in Possession Term Loan,

7.938%-8.063%, maturing May 17, 2007

1,977,800

(2)

Dana Corporation

BB-

3,200,000

Debtor in Possession Term Loan, 7.220%,

maturing April 13, 2008

3,212,000

Dura Operating Corporation

5,200,000

Term Loan, 8.831%, maturing May 03, 2011

5,278,000

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Automobile: (continued)

(2)

Federal-Mogul Corporation

BBB+

1,500,000

Debtor in Possession Term Loan, 7.188%,

maturing December 09, 2006

1,505,625

2,620,000

Revolver, 7.313%-7.438%,

maturing December 09, 2006

2,626,550

Goodyear Tire & Rubber Company

Ba3

5,500,000

Term Loan, 6.690%, maturing April 30, 2010

5,536,669

Goodyear Tire & Rubber Company

B+

9,400,000

Term Loan, 7.954%, maturing April 30, 2010

9,484,600

Hertz Corporation

Ba2

1,027,778

Term Loan, 7.180%,

maturing December 21, 2012

1,033,658

6,632,427

Term Loan, 7.090%-7.410%,

maturing December 21, 2012

6,670,371

Keystone Automotive Industries, Inc.

B+

1,181,773

Term Loan, 6.997%-7.420%,

maturing October 30, 2009

1,183,988

1,496,250

Term Loan, 7.465%, maturing October 30, 2010

1,499,055

Lear Corporation

B+

4,400,000

Term Loan, 7.570%, maturing April 25, 2012

4,380,750

Motorsport Aftermarket Group, Inc.

1,996,485

Term Loan, 7.980%,

maturing December 15, 2011

2,007,716

(2)

RJ Tower Corporation

Ba3

BBB

4,000,000

Debtor in Possession Term Loan, 8.250%,

maturing February 02, 2007

4,081,668

Safelite Glass Corporation

B+

4,218,047

Term Loan, 8.960%,

maturing September 30, 2007

4,165,321

12,002,085

Term Loan, 9.460%,

maturing September 30, 2007

11,852,059

Tenneco Automotive, Inc.

Ba3

BB-

1,129,257

Term Loan, 7.190%,

maturing December 12, 2010

1,138,997

TRW Automotive Acquisitions Corporation

Ba2

BB+

2,416,275

Term Loan, 6.250%, maturing June 30, 2012

2,422,652

United Components, Inc.

BB-

2,531,667

Term Loan, 7.410%, maturing June 30, 2010

2,541,160

Visteon Corporation

B+

2,000,000

Term Loan, 9.180%, maturing June 20, 2007

2,010,500

83,687,244

Beverage, Food & Tobacco: 4.7%

Bumble Bee Foods, LLC

Ba3

B+

1,200,000

Term Loan, 6.824%-7.039%,

maturing May 02, 2012

1,208,250

Commonwealth Brands, Inc.

B+

8,580,000

Term Loan, 7.438%,

maturing December 22, 2012

8,643,277

Constellation Brands, Inc.

Ba2

13,698,611

Term Loan, 6.313%-6.375%,

maturing November 30, 2011

13,764,543

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Beverage, Food & Tobacco: (continued)

Dole Food Company, Inc.

Ba3

B+

232,558

Term Loan, 4.920%, maturing April 12, 2013

231,377

523,256

Term Loan, 6.875%-8.750%,

maturing April 12, 2013

520,599

1,744,186

Term Loan, 6.875%-8.750%,

maturing April 12, 2013

1,735,329

Gate Gourmet Borrower, LLC

B-

169,681

Term Loan, 7.000%, maturing March 09, 2012

171,377

557,445

Term Loan, 7.640%, maturing March 09, 2012

563,019

Golden State Foods Corporation

B+

3,920,000

Term Loan, 6.876%,

maturing February 28, 2011

3,951,850

Keystone Foods Holdings, LLC

Ba3

B+

4,118,706

Term Loan, 6.750%-6.875%,

maturing June 16, 2011

4,172,764

Le-Natures, Inc.

309,224

Term Loan, 7.280%-10.000%,

maturing June 23, 2010

311,156

688,262

Term Loan, 7.880%-10.000%,

maturing June 23, 2010

692,564

Michael Foods, Inc.

B+

3,651,006

Term Loan, 6.671%-7.032%,

maturing November 21, 2010

3,675,348

Nutro Products, Inc.

800,000

Term Loan, 7.023%, maturing April 26, 2013

801,500

Pierre Foods, Inc.

B+

3,566,667

Term Loan, 6.060%, maturing June 30, 2010

3,592,304

Southern Wine & Spirits of America, Inc.

Ba3

BB+

3,195,000

Term Loan, 6.480%, maturing May 31, 2012

3,216,467

Sturm Foods, Inc.

B+

1,488,750

Term Loan, 9.750%, maturing May 26, 2011

1,512,012

Sturm Foods, Inc.

B-

500,000

Term Loan, 14.000%, maturing May 26, 2012

508,750

WM. Bolthouse Farms, Inc.

B+

2,493,750

Term Loan, 7.370%,

maturing December 16, 2012

2,522,585

51,795,071

Buildings & Real Estate: 9.3%

Atrium Companies, Inc.

2,861,095

Term Loan, 8.230%-8.830%,

maturing December 28, 2011

2,865,267

Builders Firstsource, Inc.

BB-

888,889

Term Loan, 7.490%, maturing August 11, 2011

891,111

Building Materials Holding Corporation

Ba2

1,945,000

Term Loan, 6.730%, maturing June 30, 2010

1,958,372

Capital Automotive REIT

Ba1

BB+

11,999,407

Term Loan, 6.780%,

maturing December 16, 2010

12,061,276

Champion Home Builders Company

B+

875,000

Term Loan, 4.879%,

maturing October 31, 2012

885,938

995,000

Term Loan, 7.593%, maturing October 31, 2012

1,007,438

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Buildings & Real Estate: (continued)

Contech Construction Products, Inc.

B+

1,750,000

Term Loan, 6.800%-7.220%,

maturing January 31, 2013

1,761,485

Custom Building Products, Inc.

B+

4,971,666

Term Loan, 7.210%-7.341%,

maturing October 29, 2011

5,025,524

Euramax International, Inc.

633,895

Term Loan, 7.688%, maturing June 29, 2012

639,838

Headwaters, Inc.

BB-

3,619,713

Term Loan, 7.080%, maturing April 30, 2011

3,642,337

Hearthstone Housing Partners II, LLC

3,708,824

Revolver, 7.091%, maturing December 01, 2007

3,699,552

Lion Gables Realty, L.P.

Ba2

BB+

8,506,705

Term Loan, 6.820%-6.86%,

maturing September 30, 2006

8,528,856

Macerich Partnership, L.P.

BB+

1,500,000

Term Loan, 6.563%, maturing April 25, 2010

1,504,688

Maguire Properties, Inc.

Ba2

1,622,222

Term Loan, 6.830%, maturing March 15, 2010

1,633,781

Masonite International Corporation

BB-

4,945,787

Term Loan, 6.979%-7.108%,

maturing April 05, 2013

4,920,584

4,954,213

Term Loan, 6.979%-7.108%,

maturing April 05, 2013

4,928,966

NCI Building Systems, Inc.

Ba2

2,393,767

Term Loan, 6.710%, maturing June 18, 2010

2,404,988

Newkirk Master, L.P.

Ba2

BB+

1,240,034

Term Loan, 6.834%, maturing August 11, 2008

1,248,948

1,073,643

Term Loan, 6.834%, maturing August 11, 2008

1,081,360

Nortek, Inc.

8,052,214

Term Loan, 6.690%, maturing August 27, 2011

8,094,995

PGT Industries, Inc.

B+

2,623,638

Term Loan, 8.130%,

maturing February 14, 2012

2,643,316

PLY Gem Industries, Inc.

BB-

181,999

Revolver, 7.210%-7.350%,

maturing February 12, 2009

174,719

250,000

Term Loan, 7.590%, maturing August 15, 2011

251,250

3,750,000

Term Loan, 7.210%-7.350%,

maturing August 15, 2011

3,768,750

Shea Capital I, LLC

Ba2

BB-

1,000,000

Term Loan, 7.150%,

maturing October 27, 2011

1,002,500

Spanish Peaks, LLC

B+

287,541

Term Loan, 4.879%, maturing August 09, 2011

288,799

282,711

Term Loan, 7.640%-7.880%,

maturing August 09, 2011

283,948

St. Marys Cement, Inc.

BB-

5,383,618

Term Loan, 6.527%,

maturing December 04, 2009

5,467,737

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Buildings & Real Estate: (continued)

Trizec Properties, Inc.

BB+

12,400,000

Term Loan, 6.525%, maturing May 02, 2007

12,393,230

Trustreet Properties, Inc.

Ba3

4,000,000

Term Loan, 7.023%, maturing April 08, 2010

4,030,000

Yellowstone Mountain Club

BB-

2,388,000

Term Loan, 7.466%,

maturing September 30, 2010

2,395,090

101,484,641

Cargo Transport: 2.0%

Baker Tanks, Inc.

1,990,000

Term Loan, 7.200%-7.593%,

maturing November 22, 2012

2,012,388

Gainey Corporation

BB-

800,000

Term Loan, 7.760%-7.840%,

maturing April 20, 2012

813,000

Helm Holding Corporation

B+

986,489

Term Loan, 7.610%-7.660%,

maturing July 08, 2011

997,896

Horizon Lines, LLC

2,456,250

Term Loan, 7.340%, maturing July 07, 2011

2,477,742

Kenan Advantage Group, Inc.

B+

997,500

Term Loan, 7.979%,

maturing December 16, 2011

1,008,722

Neoplan USA Corporation

1,867,500

Revolver, 8.536%, maturing June 30, 2006

1,867,500

5,306,058

Term Loan, 10.036%, maturing June 30, 2006

5,306,058

Pacer International, Inc.

Ba3

976,294

Term Loan, 6.625%-8.500%,

maturing June 10, 2010

984,837

Railamerica, Inc.

Ba3

366,016

Term Loan, 7.250%,

maturing September 29, 2011

370,592

3,096,301

Term Loan, 7.250%,

maturing September 29, 2011

3,135,005

Transport Industries, L.P.

B+

1,212,455

Term Loan, 7.563%-7.813%,

maturing September 30, 2011

1,226,096

United States Shipping, LLC

Ba3

BB-

1,882,261

Term Loan, 6.979%, maturing April 30, 2010

1,888,143

22,087,977

Cellular: 3.9%

Cellular South, Inc.

Ba3

B+

1,965,000

Term Loan, 6.715%-8.500%,

maturing May 04, 2011

1,980,966

Centennial Cellular Operating Company

10,085,631

Term Loan, 7.210%-7.570%,

maturing February 09, 2011

10,161,273

Cricket Communications, Inc.

B-

11,356,250

Term Loan, 7.479%, maturing January 10, 2011

11,405,933

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Cellular: (continued)

IWO Holdings, Inc.

Baa2

A-

3,175,000

Floating Rate Note, 8.818%,

maturing January 15, 2012

3,294,063

Nextel Partners Operating Corporation

Ba1

BBB-

5,909,091

Term Loan, 6.320%, maturing May 31, 2012

5,917,706

Ntelos, Inc.

4,443,750

Term Loan, 7.350%, maturing August 24, 2011

4,460,970

Rogers Wireless, Inc.

Ba2

2,500,000

Floating Rate Note, 8.035%,

maturing December 15, 2010

2,578,125

Rural Cellular Corporation

B-

2,500,000

Floating Rate Note, 9.410%,

maturing March 15, 2010

2,550,000

42,349,035

Chemicals, Plastics & Rubber: 11.2%

Basell Finance Company

Ba3

B+

833,333

Term Loan, 7.727%,

maturing September 07, 2013

847,569

166,667

Term Loan, 7.727%,

maturing September 07, 2013

169,514

833,333

Term Loan, 8.227%,

maturing September 07, 2014

847,569

166,667

Term Loan, 8.227%,

maturing September 07, 2014

169,514

Brenntag Holdings GMBH & Co. KG

B+

1,178,182

Term Loan, 7.440%, maturing January 17, 2014

1,194,087

3,621,818

Term Loan, 7.440%, maturing January 17, 2014

3,670,713

Celanese, AG

BB-

5,625,000

Term Loan, 5.069%, maturing April 06, 2009

5,674,219

5,692,104

Term Loan, 6.979%, maturing April 06, 2011

5,725,545

Columbian Chemicals Company

Ba3

BB-

600,000

Term Loan, 6.688%, maturing March 16, 2013

601,875

Covalence Specialty Materials Corporation

Ba3

B+

1,957,143

Term Loan, 7.080%, maturing May 18, 2013

1,960,202

Covalence Specialty Materials Corporation

B-

500,000

Term Loan, 8.375%, maturing August 16, 2013

505,625

Hawkeye Renewables, LLC

2,500,000

Term Loan, 7.835%, maturing January 31, 2012

2,497,658

Hercules, Inc.

Ba1

4,201,472

Term Loan, 6.479%-6.528%,

maturing October 08, 2010

4,231,013

Hexion Specialty Chemicals, Inc.

B+

5,422,154

Term Loan, 7.125%, maturing May 05, 2013

5,420,462

1,177,846

Term Loan, 7.125%, maturing May 05, 2013

1,177,479

1,200,000

Term Loan, 2.000%, maturing May 15, 2013

1,199,626

Huntsman International, LLC

Ba3

BB-

21,339,473

Term Loan, 6.831%, maturing August 16, 2012

21,374,491

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Chemicals, Plastics & Rubber: (continued)

Ineos US Finance, LLC

Ba3

B+

2,800,000

Term Loan, 7.339%,

maturing December 16, 2012

2,830,450

3,000,000

Term Loan, 7.339%,

maturing December 16, 2013

3,041,250

3,000,000

Term Loan, 7.839%,

maturing December 16, 2013

3,041,250

Innophos, Inc.

1,291,364

Term Loan, 7.120%-7.350%,

maturing August 13, 2010

1,303,202

ISP Chemco, Inc.

Ba3

BB-

3,500,000

Term Loan, 6.938%, maturing February 16, 2013

3,519,415

Johnson Diversey, Inc.

5,933,679

Term Loan, 7.580%-7.630%,

maturing December 16, 2011

5,991,533

Kraton Polymers, LLC

B+

1,800,000

Term Loan, 7.000%-7.125%,

maturing May 12, 2013

1,827,000

Nalco Company

BB-

14,843,812

Term Loan, 6.480%-6.820%,

maturing November 04, 2010

14,916,175

Polypore, Inc.

6,971,824

Term Loan, 7.980%,

maturing November 12, 2011

7,047,350

PQ Corporation

B+

2,475,000

Term Loan, 7.000%,

maturing February 11, 2012

2,497,688

Rockwood Specialties Group, Inc.

B+

16,458,750

Term Loan, 7.126%,

maturing December 13, 2013

16,593,761

Supresta, LLC

2,187,520

Term Loan, 8.210%, maturing July 20, 2011

2,184,785

122,061,018

Containers, Packaging & Glass: 6.5%

Berry Plastics Corporation

B+

5,955,000

Term Loan, 6.840%,

maturing December 02, 2011

5,992,219

Boise Cascade Corporation

Ba3

6,220,238

Term Loan, 6.750%,

maturing October 29, 2011

6,260,172

BWAY Corporation

B+

1,102,000

Term Loan, 7.313%, maturing June 30, 2011

1,114,398

Graham Packaging Company, L.P.

14,353,536

Term Loan, 6.938%-7.250%,

maturing October 07, 2011

14,441,753

Graphic Packaging International, Inc.

B+

9,653,154

Term Loan, 7.137%-7.750%,

maturing August 08, 2010

9,758,306

Intertape Polymer Group, Inc.

Ba3

B+

2,708,750

Term Loan, 6.800%-7.140%,

maturing July 28, 2011

2,748,818

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Containers, Packaging & Glass: (continued)

Owens-Illinois Group, Inc.

BB-

3,153,614

Term Loan, 6.850%, maturing April 01, 2008

3,157,556

Pro Mach, Inc.

2,500,000

Term Loan, 7.360%,

maturing December 01, 2011

2,532,813

Smurfit-Stone Container Corporation

Ba3

B+

9,376,513

Term Loan, 7.125%-7.375%,

maturing November 01, 2011

9,442,280

3,180,923

Term Loan, 7.125%-7.313%,

maturing November 01, 2011

3,203,234

Solo Cup, Inc.

B+

9,286,250

Term Loan, 7.479%-7.610%,

maturing February 27, 2011

9,372,343

Xerium Technologies, Inc.

B+

3,562,698

Term Loan, 7.229%, maturing May 18, 2012

3,564,925

71,588,816

Data and Internet Services: 4.0%

Activant Solutions, Inc.

1,000,000

Term Loan, 7.188%, maturing May 01, 2013

1,003,438

Affiliated Computer Services, Inc.

Ba2

BB+

1,095,000

Term Loan, 6.581%, maturing March 20, 2013

1,098,765

Aspect Software, Inc.

B+

1,500,000

Term Loan, 7.438%,

maturing September 22, 2010

1,507,500

iPayment, Inc.

3,000,000

Term Loan, 7.330%-7.343%,

maturing May 10, 2013

3,015,000

Sungard Data Systems, Inc.

B+

28,752,500

Term Loan, 7.660%, maturing February 11, 2013

28,971,738

Transaction Network Services, Inc.

Ba3

BB-

3,088,853

Term Loan, 6.890%, maturing May 04, 2012

3,096,575

Worldspan, L.P.

5,279,948

Term Loan, 7.688%-7.938%,

maturing February 11, 2010

5,275,001

43,968,016

Diversified Natural Resources, Precious Metals & Minerals: 3.4%

Georgia-Pacific Corporation

Ba2

BB-

32,319,000

Term Loan, 6.880%-6.979%,

maturing December 20, 2012

32,412,434

Georgia-Pacific Corporation

Ba3

B+

4,500,000

Term Loan, 7.880%-8.081%,

maturing December 20, 2013

4,564,256

36,976,690

Diversified / Conglomerate Manufacturing: 4.5%

Aearo Technologies, Inc.

1,600,000

Term Loan, 7.450%, maturing March 24, 2013

1,618,333

Aearo Technologies, Inc.

Caa1

CCC+

1,200,000

Term Loan, 11.450%,

maturing September 24, 2013

1,226,250

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Diversified / Conglomerate Manufacturing: (continued)

Axia, Inc.

1,496,250

Term Loan, 8.230%,

maturing December 21, 2012

1,499,991

Brand Services, Inc.

3,117,721

Term Loan, 7.979%-8.227%,

maturing January 15, 2012

3,134,610

Chart Industries, Inc.

B+

2,833,334

Term Loan, 7.125%-7.188%,

maturing October 17, 2012

2,868,751

Cinram International, Inc.

BB-

4,000,000

Term Loan, 6.826%, maturing May 02, 2011

4,002,500

Dayco Products, LLC

1,443,844

Term Loan, 7.710%-8.320%,

maturing June 23, 2011

1,462,344

Dresser Rand, Inc.

B+

760,402

Term Loan, 6.778%-7.110%,

maturing October 29, 2007

768,125

Dresser, Inc.

Ba3

B+

942,814

Term Loan, 7.600%, maturing April 10, 2009

956,956

Flowserve Corporation

Ba3

BB-

3,784,293

Term Loan, 6.500%-6.750%,

maturing August 10, 2012

3,806,170

Gentek, Inc.

B+

2,348,141

Term Loan, 7.160%-7.420%,

maturing February 28, 2011

2,371,256

Goodman Global Holdings, Inc.

B+

1,774,286

Term Loan, 6.938%,

maturing December 23, 2011

1,782,417

Mueller Group, Inc.

B+

9,950,000

Term Loan, 7.229%-9.250%,

maturing October 03, 2012

10,049,500

Norcross Safety Products, LLC

BB-

992,413

Term Loan, 6.823%-9.000%,

maturing June 30, 2012

999,856

Sensata Technologies, B.V.

BB-

4,200,000

Term Loan, 6.860%, maturing April 27, 2013

4,201,688

Sensus Metering Systems, Inc.

B+

1,582,609

Term Loan, 6.720%-7.080%,

maturing December 17, 2010

1,590,522

210,217

Term Loan, 6.940%-7.080%,

maturing December 17, 2010

211,268

Springs Window Fashions, LLC

B+

997,500

Term Loan, 7.750%,

maturing December 30, 2012

1,012,463

Universal Compression, Inc.

Ba2

2,965,037

Term Loan, 6.480%,

maturing February 15, 2012

2,985,422

Walter Industries, Inc.

Ba3

B+

1,448,211

Term Loan, 6.979%-7.130%,

maturing October 03, 2012

1,461,108

Waterpik Technologies, Inc.

BB-

1,500,000

Term Loan, 7.400%, maturing June 30, 2013

1,511,250

49,520,780

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Diversified / Conglomerate Service: 4.6%

Affinion Group

B+

3,720,930

Term Loan, 7.831%-7.921%,

maturing October 17, 2012

3,745,931

Carey International, Inc.

B-

1,231,250

Term Loan, 8.938%-10.750%,

maturing May 11, 2012

1,225,094

CCC Information Services, Inc.

1,000,000

Term Loan, 7.580%, maturing February 10, 2013

1,007,917

Fidelity National Information Solutions, Inc.

Ba1

BB+

25,869,543

Term Loan, 6.830%, maturing March 09, 2013

25,940,271

Iron Mountain, Inc.

BB-

6,912,500

Term Loan, 6.844%-8.500%,

maturing April 02, 2011

6,974,422

2,246,140

Term Loan, 7.000%, maturing April 02, 2011

2,263,454

Mitchell International, Inc.

B+

700,411

Term Loan, 6.981%, maturing August 15, 2011

706,102

US Investigations Services, LLC

B+

4,439,693

Term Loan, 7.430%, maturing October 14, 2012

4,492,414

Vertafore, Inc.

B+

1,069,750

Term Loan, 7.593%-7.727%,

maturing January 31, 2012

1,077,773

Vertafore, Inc.

CCC+

875,000

Term Loan, 10.980-11.227%,

maturing January 31, 2013

881,563

Workflow Management

BB-

1,975,000

Term Loan, 9.126%, maturing November 30, 2011

1,994,750

50,309,690

Ecological: 1.9%

Allied Waste North America, Inc.

7,470,022

Term Loan, 6.480%-6.860%,

maturing January 15, 2012

7,478,582

3,191,130

Term Loan, 6.579%,

maturing January 15, 2012

3,194,031

Envirosolutions, Inc.

B-

2,750,000

Term Loan, 8.390%-8.545%,

maturing July 07, 2012

2,779,219

IESI Corporation

1,800,000

Term Loan, 6.818%-6.939%,

maturing January 14, 2012

1,814,625

Wastequip, Inc.

1,533,590

Term Loan, 7.229-7.380%, maturing July 15, 2011

1,537,424

Wastequip, Inc.

CCC+

500,000

Term Loan, 10.479%, maturing July 15, 2012

502,500

WCA Waste Systems, Inc.

3,465,000

Term Loan, 7.980%, maturing April 28, 2011

3,469,331

20,775,712

Electronics: 1.8%

Decision One Corporation

1,498,780

Term Loan, 12.000%, maturing April 15, 2010

1,498,780

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Electronics: (continued)

Eastman Kodak Company

B+

5,803,228

Term Loan, 7.180%-7.439%,

maturing October 18, 2012

5,831,257

Invensys International Holdings, Ltd.

Ba3

B+

556,338

Term Loan, 8.501%,

maturing September 05, 2009

559,119

ON Semiconductor Corporation

B+

5,910,297

Term Loan, 7.230%,

maturing December 15, 2011

5,957,396

Serena Software, Inc.

4,400,000

Term Loan, 7.410%, maturing March 11, 2013

4,428,415

SI International, Inc.

B+

1,123,557

Term Loan, 6.970%, maturing February 09, 2011

1,129,175

19,404,143

Farming & Agriculture: 0.6%

AGCO Corporation

Ba1

BB+

4,528,333

Term Loan, 6.729%, maturing March 31, 2008

4,567,956

Vicar Operating, Inc.

Ba3

BB-

2,498,296

Term Loan, 6.625%, maturing May 16, 2011

2,523,279

7,091,235

Finance: 2.3%

Ameritrade Holding Corporation

Ba1

6,000,000

Term Loan, 6.600%,

maturing December 31, 2012

6,002,250

LPL Holdings, Inc.

4,987,500

Term Loan, 7.960%-8.229%,

maturing June 28, 2013

5,043,609

Nasdaq Stock Market, Inc.

Ba3

BB+

5,222,583

Term Loan, 6.827-6.971%,

maturing April 18, 2012

5,223,398

3,027,417

Term Loan, 6.830%-7.030%,

maturing April 18, 2012

3,027,889

Rent-A-Center, Inc.

Ba2

BB+

5,895,000

Term Loan, 6.410%-6.670%,

maturing June 30, 2010

5,937,739

25,234,885

Foreign Cable, Foreign TV, Radio and Equipment: 0.2%

UPC Financing Partnership

1,000,000

Term Loan, 4.986%, maturing March 12, 2013

1,335,516

1,000,000

Term Loan, 4.986%, maturing December 31, 2013

1,335,516

2,671,032

Gaming: 6.1%

Ameristar Casinos, Inc.

Ba3

BB+

1,995,000

Term Loan, 6.593%-6.727%,

maturing November 10, 2012

2,006,846

Boyd Gaming Corporation

Ba2

6,386,250

Term Loan, 6.479%-6.610%,

maturing June 30, 2011

6,425,366

CCM Merger, Inc.

B+

5,959,987

Term Loan, 6.850%-7.214%,

maturing July 13, 2012

5,976,376

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Gaming: (continued)

Global Cash Access, LLC

Ba3

B+

1,919,438

Term Loan, 6.843%, maturing March 10, 2010

1,933,834

Green Valley Ranch Gaming, LLC

100,000

Revolver, 6.525%, maturing December 23, 2008

99,750

2,453,937

Term Loan, 6.729%,

maturing December 17, 2011

2,470,808

Herbst Gaming, Inc.

B+

990,000

Term Loan, 6.979%-7.110%,

maturing January 31, 2011

991,547

Isle of Capri Black Hawk, LLC

B+

1,326,667

Term Loan, 6.890%-7.214%,

maturing October 24, 2011

1,334,129

Isle of Capri Casinos, Inc.

Ba2

BB-

992,500

Term Loan, 6.729%,

maturing February 04, 2011

997,214

1,481,250

Term Loan, 6.470%-7.008%,

maturing February 04, 2011

1,488,286

Opbiz, LLC

B-

7,234,623

Term Loan, 7.990%, maturing August 31, 2010

7,055,566

18,801

Term Loan, 8.990%, maturing August 31, 2010

18,533

Penn National Gaming, Inc.

Ba2

1,279,070

Term Loan, 6.910%-7.020%,

maturing October 03, 2011

1,284,826

13,432,500

Term Loan, 6.730%-7.020%,

maturing October 03, 2012

13,538,845

Resorts International Hotel and Casino, Inc.

Caa1

CCC+

249,381

Term Loan, 8.980%, maturing April 26, 2012

252,498

Ruffin Gaming, LLC

1,485,376

Term Loan, 7.250%, maturing June 28, 2008

1,500,230

Trump Entertainment Resorts Holdings, L.P.

BB-

1,736,875

Term Loan, 7.170%, maturing May 20, 2012

1,755,329

Venetian Casino Resorts, LLC

Ba3

BB-

11,606,837

Term Loan, 6.730%, maturing June 15, 2011

11,673,031

2,393,163

Term Loan, 6.730%, maturing June 15, 2011

2,406,812

VML US Finance, LLC

Ba3

BB-

1,200,000

Term Loan, 0.000%-0.000%,

maturing May 26, 2013

1,210,800

Wembley, Inc.

B+

995,000

Term Loan, 6.990%-7.100%,

maturing August 23, 2011

1,007,127

Yonkers Racing Corporation

715,976

Term Loan, 8.581%, maturing August 12, 2011

725,373

562,717

Term Loan, 8.581%, maturing August 12, 2011

570,103

66,723,230

Grocery: 1.0%

Giant Eagle, Inc.

Ba3

BB+

1,782,748

Term Loan, 6.210%-6.490%,

maturing November 07, 2012

1,792,776

Roundy’s Supermarkets, Inc.

B+

4,987,500

Term Loan, 7.870%-8.170%,

maturing November 03, 2011

5,043,091

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Grocery: (continued)

(5)

Supervalu, Inc.

Ba3

BBB

4,000,000

Term Loan, maturing June 01, 2012

4,000,000

10,835,866

Healthcare, Education and Childcare: 16.1%

Accellent Corporation

BB-

1,995,000

Term Loan, 7.100%-7.230%,

maturing November 22, 2012

2,001,859

AGA Medical Corporation

B+

2,000,000

Term Loan, 7.380%, maturing April 28, 2013

2,013,750

Ameripath, Inc.

BB-

500,000

Term Loan, 7.040%, maturing October 31, 2012

501,797

AMN Healthcare

Ba2

BB-

1,000,000

Term Loan, 6.729%,

maturing November 02, 2011

1,009,375

AMR Holdco, Inc./Emcare Holdco, Inc.

B+

3,394,638

Term Loan, 6.830%-7.020%,

maturing February 10, 2012

3,414,796

Block Vision Holdings Corporation

13,365

Term Loan, 13.000%, maturing July 30, 2007

—

Capella Healthcare, Inc.

2,992,500

Term Loan, 7.820%,

maturing November 30, 2012

3,024,295

CCS Acquisition, Inc.

4,488,750

Term Loan, 8.230%,

maturing September 30, 2012

4,379,337

Community Health Systems, Inc.

Ba3

BB-

24,189,919

Term Loan, 6.850%-6.970%,

maturing August 19, 2011

24,363,797

Compsych Investment Corporation

1,000,000

Term Loan, 7.730%-7.860%,

maturing April 20, 2012

1,006,250

Concentra Operating Corporation

B+

4,673,825

Term Loan, 6.690%,

maturing September 30, 2011

4,702,064

CRC Health Corporation

1,500,000

Term Loan, 7.229%,

maturing February 06, 2013

1,512,188

Davita, Inc.

BB-

26,373,725

Term Loan, 6.690%-7.210%,

maturing October 05, 2012

26,399,835

DJ Orthopedics, LLC

Ba3

BB-

1,200,000

Term Loan, 6.563%, maturing April 07, 2013

1,201,500

(5)

Education Management Corporation

6,000,000

Term Loan, maturing May 30, 2013

6,022,500

Encore Medical IHC, Inc.

2,317,890

Term Loan, 6.671%-7.189%,

maturing October 04, 2010

2,333,825

Fresenius Medical Care Holdings, Inc.

Ba2

4,100,000

Term Loan, 6.354%-6.403%,

maturing March 31, 2013

4,087,552

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Healthcare, Education and Childcare: (continued)

Gentiva Health Services, Inc.

Ba3

B+

2,959,459

Term Loan, 7.240%-7.370%,

maturing March 31, 2013

2,976,106

Golden Gate National Senior

Care Holdings, LLC

B+

1,200,000

Term Loan, 7.818%-7.959%,

maturing March 14, 2011

1,214,250

Harlan Sprague Dawley, Inc.

B+

997,500

Term Loan, 7.480%-9.500%,

maturing December 19, 2011

1,006,228

Healthcare Partners, LLC

2,835,996

Term Loan, 6.890%,

maturing February 04, 2011

2,860,811

Healthsouth Corporation

B+

6,000,000

Term Loan, 8.150%, maturing March 10, 2013

6,010,176

Iasis Healthcare Corporation

B+

8,842,500

Term Loan, 7.229%-7.264%,

maturing June 22, 2011

8,948,424

Kinetic Concepts, Inc.

Ba3

3,297,830

Term Loan, 6.730%, maturing August 11, 2010

3,330,122

Lifepoint Hospitals, Inc.

Ba3

13,180,938

Term Loan, 6.905%, maturing April 15, 2012

13,217,554

Magellan Health Services, Inc.

937,500

Term Loan, 7.160%,

maturing August 15, 2008

939,844

MMM Holdings, Inc.

1,615,000

Term Loan, 7.230%, maturing August 16, 2011

1,623,075

Multiplan Corporation

B+

1,600,000

Term Loan, 7.120%, maturing April 12, 2013

1,605,333

Mylan Laboratories, Inc.

Ba1

BBB-

683,409

Term Loan, 6.600%, maturing June 30, 2010

688,677

Per-Se Technologies, Inc.

B+

2,212,644

Term Loan, 7.230%-7.350%,

maturing January 06, 2013

2,237,536

Psychiatric Solutions

B+

923,077

Term Loan, 6.910%, maturing July 01, 2012

930,289

Quintiles Transnational Corporation

BB-

2,650,000

Term Loan, 7.080%, maturing March 31, 2013

2,654,142

Radiation Therapy Services, Inc.

1,944,385

Term Loan, 6.979%-8.500%,

maturing December 16, 2012

1,950,461

Renal Advantage, Inc.

B+

4,062,917

Term Loan, 7.420%, maturing October 06, 2012

4,098,467

Rural/Metro Operating Company, LLC

519,127

Term Loan, 4.708%, maturing March 04, 2011

524,967

1,258,822

Term Loan, 7.400%-7.502%,

maturing March 04, 2011

1,272,984

Select Medical Corporation

BB-

2,475,000

Term Loan, 6.840%-8.750%,

maturing February 24, 2012

2,465,204

Sterigenics International, Inc.

B+

2,441,433

Term Loan, 7.910%, maturing June 14, 2011

2,459,743

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Healthcare, Education and Childcare: (continued)

Team Health, Inc.

B+

2,992,500

Term Loan, 7.580%-7.694%,

maturing November 23, 2012

3,008,866

Vanguard Health Holding Company II, LLC

18,004,364

Term Loan, 6.950%,

maturing September 23, 2011

18,170,347

Ventiv Health, Inc.

Ba3

BB-

745,000

Term Loan, 6.479%, maturing October 05, 2011

747,328

VWR International, Inc.

B+

3,701,897

Term Loan, 7.340%, maturing April 07, 2011

3,735,832

176,651,487

Home & Office Furnishings: 2.0%

Buhrmann U.S., Inc.

Ba3

BB-

3,915,263

Term Loan, 6.670%-6.880%,

maturing December 23, 2010

3,934,839

Global Imaging Systems, Inc.

Ba2

1,216,295

Term Loan, 6.070%-6.460%,

maturing May 10, 2010

1,218,196

National Bedding Company

BB-

2,233,125

Term Loan, 6.920%-7.090%,

maturing August 31, 2011

2,254,898

Sealy Mattress Company

Ba3

BB-

6,769,912

Term Loan, 6.570%-6.831%,

maturing April 06, 2012

6,816,455

Simmons Company

B+

7,315,818

Term Loan, 6.750%-9.250%,

maturing December 19, 2011

7,356,970

21,581,357

Insurance: 0.8%

Conseco, Inc.

Ba3

BB-

5,549,140

Term Loan, 6.831%, maturing June 22, 2010

5,579,200

HMSC Corporation

B+

1,500,000

Term Loan, 7.827%,

maturing November 16, 2011

1,515,000

Sedgewick CMS Holdings, Inc.

B+

1,915,200

Term Loan, 6.979%-7.059%,

maturing January 31, 2013

1,919,590

9,013,789

Leisure, Amusement, Entertainment: 7.7%

24 Hour Fitness Worldwide, Inc.

3,250,000

Term Loan, 7.200%-7.500%,

maturing June 08, 2012

3,270,313

AMF Bowling Worldwide, Inc.

1,440,953

Term Loan, 7.965%-8.320%,

maturing August 27, 2009

1,453,112

Easton-Bell Sports, Inc.

B+

1,000,000

Term Loan, 6.810%-6.940%,

maturing March 16, 2012

1,003,750

HIT Entertainment, Ltd.

3,399,583

Term Loan, 7.420%, maturing March 20, 2012

3,426,780

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Leisure, Amusement, Entertainment: (continued)

Lodgenet Entertainment Corporation

Ba3

B+

2,665,716

Term Loan, 7.343%, maturing August 29, 2008

2,694,873

London Arena & Waterfront Finance, LLC

Ba3

800,000

Term Loan, 8.380%, maturing March 08, 2012

811,000

Metro-Goldwyn-Mayer Studios, Inc.

Ba3

B+

8,500,000

Term Loan, 7.229%, maturing April 08, 2011

8,548,994

33,500,000

Term Loan, 7.229%, maturing April 08, 2012

33,747,063

Panavision, Inc.

1,000,000

Term Loan, 8.093%%-8.227%,

maturing March 30, 2011

1,017,500

Pure Fishing, Inc.

B+

2,815,650

Term Loan, 7.700%-8.060%,

maturing September 30, 2010

2,833,248

RHI Entertainment, LLC

1,750,000

Term Loan, 0.000%-0.000%,

maturing December 31, 2011

1,760,938

Six Flags Theme Parks, Inc.

B+

2,885,799

Term Loan, 7.260%-7.410%,

maturing June 30, 2009

2,907,442

Universal City Development Partners, L.P.

Ba3

BB-

4,900,000

Term Loan, 6.980%-7.190%,

maturing June 09, 2011

4,937,769

WMG Acquisition Corporation

Ba2

B+

16,258,474

Term Loan, 7.090%-7.320%,

maturing February 28, 2011

16,353,732

84,766,513

Lodging: 1.5%

(5)

Hotel Del Partners, LP

16,400,000

Term Loan, maturing January 09, 2008

16,400,000

16,400,000

Machinery: 2.9%

Alliance Laundry Holdings, LLC

3,097,500

Term Loan, 7.320%, maturing January 27, 2012

3,114,923

Blount, Inc.

Ba3

BB-

2,093,926

Term Loan, 6.740%-6.790%,

maturing August 09, 2010

2,114,865

Enersys, Inc.

Ba3

4,201,782

Term Loan, 6.671%-7.189%,

maturing March 17, 2011

4,233,295

Maxim Crane Works, L.P.

BB-

2,655,482

Term Loan, 6.938%-9.000%,

maturing January 25, 2010

2,664,612

Rexnord Corporation

B+

6,874,834

Term Loan, 7.230%-7.410%,

maturing December 31, 2011

6,930,692

Terex Corporation

BB-

1,192,085

Term Loan, 7.759%,

maturing December 31, 2009

1,207,732

858,447

Term Loan, 7.259%, maturing July 03, 2009

870,251

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Machinery: (continued)

United Rentals (North America), Inc.

BB-

10,126,666

Term Loan, 7.100%, maturing February 14, 2011

10,195,234

31,331,604

Mining, Steel, Iron & Nonprecious Metals: 1.2%

Alpha Natural Resources, LLC

BB-

665,000

Term Loan, 6.831%, maturing October 26, 2012

668,949

Carmeuse Lime, Inc.

1,884,100

Term Loan, 6.938%, maturing May 02, 2011

1,893,521

Foundation Coal Corporation

Ba3

BB-

2,672,872

Term Loan, 6.440%-6.840%,

maturing July 30, 2011

2,700,018

International Coal Group, LLC

B-

139,204

Term Loan, 7.710%, maturing October 01, 2010

139,204

Longyear Holdings, Inc.

B+

213,490

Term Loan, 7.980%, maturing July 28, 2012

215,625

1,478,010

Term Loan, 7.980%, maturing July 28, 2012

1,492,790

Novelis, Inc.

Ba2

BB-

2,290,680

Term Loan, 7.380%, maturing January 07, 2012

2,309,828

3,978,550

Term Loan, 7.380%, maturing January 07, 2012

4,011,807

13,431,741

North American Cable: 21.8%

(2)

Adelphia Communications Corporation

BBB

11,000,000

Debtor in Possession Term Loan, 7.125%,

maturing August 07, 2006

11,044,693

Atlantic Broadband Finance, LLC

2,000,000

Term Loan, 7.620%, maturing August 04, 2012

2,030,000

Bragg Communications, Inc.

2,456,250

Term Loan, 7.227%, maturing August 31, 2011

2,471,602

Bresnan Communications, LLC

B+

4,000,000

Term Loan, 6.930%-7.130%,

maturing September 29, 2013

4,018,332

Bresnan Communications, LLC

B-

1,000,000

Term Loan, 9.430%-9.630%,

maturing March 29, 2014

1,024,583

(2)

Century Cable Holdings, LLC

Caa1

1,230,000

Revolver, 9.000%, maturing March 31, 2009

1,189,000

21,357,940

Term Loan, 10.000%, maturing June 30, 2009

20,815,085

8,000,000

Term Loan, 9.750%,

maturing December 31, 2009

7,787,040

Cequel Communications, LLC

Caa1

B-

17,150,000

Term Loan, 7.319%,

maturing November 05, 2013

17,081,091

Cequel Communications II, LLC

3,850,000

Term Loan, 10.069%, maturing October 30, 2007

3,830,750

Charter Communications Operating, LLC

53,500,000

Term Loan, 7.755%, maturing April 28, 2013

53,812,761

CSC Holdings, Inc.

Ba3

1,000,000

Term Loan, 6.070%-6.399%,

maturing February 24, 2012

997,000

23,400,000

Term Loan, 6.670%-6.880%,

maturing March 29, 2013

23,420,241

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

North American Cable: (continued)

(2)

Hilton Head Communications, L.P.

Caa1

7,000,000

Revolver, 8.000%,

maturing September 30, 2007

6,750,625

8,500,000

Term Loan, 9.250%, maturing March 31, 2008

8,232,607

Insight Midwest Holdings, LLC

Ba3

BB-

18,083,750

Term Loan, 7.000%,

maturing December 31, 2009

18,194,712

Knology, Inc.

2,106,639

Term Loan, 10.479%-10.626%,

maturing June 29, 2010

2,180,371

Mediacom Communications Corporation

Ba3

BB-

10,890,000

Term Loan, 6.809%-7.002%,

maturing February 01, 2014

10,881,495

Nextmedia Operating, Inc.

1,148,077

Term Loan, 7.090%,

maturing November 15, 2012

1,155,252

510,256

Term Loan, 7.059%, maturing November 15, 2012

513,446

(2)

Olympus Cable Holdings, LLC

7,500,000

Term Loan, 9.250%, maturing June 30, 2010

7,287,308

21,000,000

Term Loan, 10.000%,

maturing September 30, 2010

20,497,491

Patriot Media and Communications, LLC

B+

2,666,667

Term Loan, 7.458%, maturing March 31, 2013

2,689,168

Patriot Media and Communications, LLC

B-

1,000,000

Term Loan, 10.080%,

maturing October 04, 2013

1,022,031

Persona Communication, Inc.

3,447,500

Term Loan, 7.960%, maturing August 01, 2011

3,473,356

Quebecor Media, Inc.

2,992,500

Term Loan, 7.068%, maturing January 17, 2013

3,025,232

San Juan Cable, LLC

B+

1,747,500

Term Loan, 6.840%, maturing October 31, 2012

1,756,784

WideOpenWest Finance, LLC

1,000,000

Term Loan, 7.290%, maturing May 01, 2014

1,002,232

238,184,288

Oil & Gas: 10.7%

CDX Funding, LLC

2,000,000

Term Loan, 10.250%, maturing March 31, 2013

2,046,666

Cheniere LNG Holdings, LLC

6,965,000

Term Loan, 7.729%, maturing August 30, 2012

7,032,477

Coffeyville Resources, LLC

BB-

1,000,000

Term Loan, 4.900%, maturing June 24, 2012

1,005,938

1,488,778

Term Loan, 7.500%-9.500%,

maturing July 08, 2012

1,497,618

Complete Production Services, Inc.

Ba2

2,985,000

Term Loan, 7.520%-7.660%,

maturing September 12, 2012

3,004,901

El Paso Corporation

B+

5,500,000

Term Loan, 7.140%,

maturing November 30, 2007

5,539,342

17,597,602

Term Loan, 7.750%,

maturing November 23, 2009

17,723,477

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Oil & Gas: (continued)

EPCO Holdings, Inc.

Ba3

B+

11,632,500

Term Loan, 7.077%-7.221%,

maturing August 18, 2010

11,759,213

Helix Energy Solutions Group, Inc.

5,200,000

Term Loan, 7.346%-7.640%,

maturing May 15, 2013

5,220,150

Key Energy Services, Inc.

4,488,750

Term Loan, 8.250%-8.400%,

maturing June 30, 2012

4,526,626

LB Pacific, L.P.

B-

3,960,000

Term Loan, 7.710%-7.729%,

maturing February 15, 2012

4,019,400

Lyondell-Citgo Refining, L.P.

Ba3

1,965,000

Term Loan, 6.979%, maturing May 21, 2007

1,969,913

Magellan Midstream Holdings, L.P.

Ba3

BB-

1,855,278

Term Loan, 6.930%, maturing June 30, 2012

1,869,192

Mainline, L.P.

Ba3

BB-

7,041,667

Term Loan, 7.310%,

maturing December 17, 2011

7,120,885

MEG Energy Corporation

Ba3

2,800,000

Term Loan, 7.000%, maturing April 03, 2013

2,820,751

Niska Gas Storage, LLC

Ba3

BB-

424,242

Term Loan, 8.750%,

maturing April 20, 2011

424,508

2,333,333

Term Loan, 8.750%,

maturing April 20, 2013

2,334,792

445,455

Term Loan, 8.750%,

maturing April 20, 2013

445,733

OPTI Canada, Inc.

Ba3

BB+

2,066,667

Term Loan, 6.830%, maturing May 15, 2013

2,068,444

Regency Gas Services, LLC

B+

1,488,750

Term Loan, 7.230%, maturing June 01, 2010

1,492,472

Semcrude, L.P.

Ba3

5,224,154

Term Loan, 7.229%, maturing March 16, 2011

5,233,949

3,676,205

Term Loan, 7.160%-7.331%,

maturing March 16, 2011

3,683,098

Targa Resources, Inc.

Ba3

B+

6,500,000

Term Loan, 7.477%, maturing October 31, 2007

6,516,250

1,000,000

Term Loan, 7.229%, maturing October 31, 2012

1,008,333

7,735,323

Term Loan, 7.229%-7.470%,

maturing October 31, 2012

7,799,781

Venoco, Inc.

Caa1

B-

2,000,000

Term Loan, 9.625%-9.750%,

maturing March 30, 2009

2,017,500

Vulcan Energy Corporation

Ba2

4,921,824

Term Loan, 6.689%, maturing August 12, 2011

4,940,281

W&T Offshore, Inc.

B+

1,400,000

Term Loan, 0.500%,

maturing May 15, 2010

1,407,000

116,528,690

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Other Broadcasting and Entertainment: 3.6%

Alliance Atlantis Communications, Inc.

Ba2

2,301,152

Term Loan, 6.479%,

maturing December 20, 2011

2,308,343

Deluxe, Inc.

2,000,000

Term Loan, 8.729%, maturing January 28, 2011

2,030,416

DirecTV Holdings, LLC

Ba1

10,000,000

Term Loan, 6.581%, maturing April 13, 2013

10,056,250

Echostar DBS Corporation

Ba3

BB-

9,000,000

Floating Rate Note, 8.240%,

maturing October 01, 2008

9,146,250

Liberty Media Corporation

Ba2

BB+

4,500,000

Floating Rate Note, 6.410%,

maturing September 17, 2006

4,512,780

Rainbow National Services, LLC

Ba3

BB+

10,890,000

Term Loan, 7.875%, maturing March 31, 2012

11,000,033

39,054,072

Other Telecommunications: 3.3%

Cavalier Telecom Corporation

2,000,000

Term Loan, 9.520%, maturing March 24, 2012

2,035,000

Cincinnati Bell, Inc.

Ba3

B+

3,482,500

Term Loan, 6.514%-6.660%,

maturing August 31, 2012

3,485,767

Consolidated Communications, Inc.

BB-

2,452,170

Term Loan, 6.729%-6.924%,

maturing October 14, 2011

2,464,431

D&E Communications, Inc.

Ba3

BB-

2,931,867

Term Loan, 6.840%-9.000%,

maturing December 31, 2011

2,946,527

Fairpoint Communications, Inc.

BB-

2,000,000

Term Loan, 6.750%,

maturing February 08, 2012

2,001,250

Iowa Telecommunications Services, Inc.

Ba3

BB-

4,250,000

Term Loan, 6.400%-6.730%,

maturing November 23, 2011

4,271,250

Qwest Capital Funding, Inc.

10,000,000

Floating Rate Note, 8.670%,

maturing February 15, 2009

10,175,000

Qwest Corporation

800,000

Term Loan, 9.831%, maturing June 30, 2007

816,350

Time Warner Telecom Holdings, Inc.

CCC+

3,000,000

Floating Rate Note, 9.170%,

maturing February 15, 2011

3,045,000

Valor Telecommunication Enterprises II, LLC

Ba3

BB-

4,680,272

Term Loan, 6.729%-6.809%,

maturing February 14, 2012

4,692,811

35,933,385

Personal & Nondurable Consumer Products: 6.0%

Advantage Sales & Marketing, Inc.

3,100,000

Term Loan, 7.100%-7.220%,

maturing March 29, 2013

3,098,063

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Personal & Nondurable Consumer Products: (continued)

Amscan Holdings, Inc.

B+

1,500,000

Term Loan, 8.194%-10.000%,

maturing December 23, 2012

1,513,437

Bushnell Performance Optics, Inc.

B+

1,741,463

Term Loan, 8.081%, maturing August 19, 2011

1,755,613

Central Garden & Pet Company

Ba2

1,800,000

Term Loan, 6.520%-6.530%,

maturing September 30, 2012

1,809,751

Fender Musical Instruments Corporation

B+

2,089,598

Term Loan, 7.240%-7.370%,

maturing March 30, 2012

2,089,598

Fender Musical Instruments Corporation

Caa1

B-

2,500,000

Term Loan, 9.620%,

maturing September 30, 2012

2,500,000

Hillman Group, Inc.

2,940,000

Term Loan, 8.313%-8.375%,

maturing March 30, 2011

2,968,483

Hunter Fan Company

900,000

Term Loan, 7.760%, maturing March 24, 2012

896,625

Jarden Corporation

B+

10,222,132

Term Loan, 6.990%, maturing January 24, 2012

10,257,275

2,026,762

Term Loan, 6.740%, maturing January 24, 2012

2,033,730

Levlad, LLC/Arbonne International, LLC

1,549,616

Term Loan, 8.330%,

maturing August 16, 2011

1,559,301

Mega Bloks, Inc.

Ba3

BB-

992,500

Term Loan, 6.813%-6.938%,

maturing July 27, 2010

998,703

Norwood Promotional Products Holdings, Inc.

7,814,802

(3)

Term Loan, maturing August 17, 2011

2,344,441

Norwood Promotional Products, Inc.

12,184,772

Term Loan, 11.188%, maturing August 17, 2009

12,123,849

Oreck Corporation

B+

906,001

Term Loan, 7.730%, maturing January 27, 2012

913,929

Prestige Brands Holdings, Inc.

B+

1,950,175

Term Loan, 7.230%-9.250%,

maturing April 06, 2011

1,969,272

Reddy Ice Group, Inc.

B+

1,000,000

Term Loan, 6.795%, maturing August 09, 2012

1,006,875

Spectrum Brands, Inc.

B-

8,249,739

Term Loan, 8.030%-8.170%,

maturing February 06, 2012

8,336,105

Tupperware Corporation

Ba2

7,966,452

Term Loan, 6.390%,

maturing December 05, 2012

7,962,301

66,137,349

Personal, Food & Miscellaneous: 4.7%

Acosta, Inc.

B+

2,992,500

Term Loan, 7.340%,

maturing December 06, 2012

3,009,333

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Personal, Food & Miscellaneous: (continued)

AFC Enterprises, Inc.

B+

1,266,055

Term Loan, 7.250%, maturing May 11, 2011

1,277,132

Alderwoods Group, Inc.

1,543,411

Term Loan, 6.730%-7.080%,

maturing September 29, 2009

1,554,505

Arby’s Restaurant Group, Inc.

B+

5,955,000

Term Loan, 7.229%-7.376%,

maturing July 25, 2012

6,010,084

Brickman Group Holdings, Inc.

Ba3

BB-

1,418,182

Term Loan, 6.527%-6.690%,

maturing December 19, 2008

1,414,636

Burger King Corporation

Ba2

B+

2,950,526

Term Loan, 6.500%, maturing June 30, 2012

2,952,139

Burt’s Bees, Inc.

1,222,500

Term Loan, 7.440%-7.919%,

maturing March 24, 2011

1,234,725

Carrols Corporation

B+

3,148,275

Term Loan, 7.375%,

maturing December 31, 2010

3,184,185

CBRL Group, Inc.

Ba2

2,067,586

Term Loan, 6.580%-6.630%,

maturing April 27, 2013

2,070,170

Coinmach Corporation

5,494,452

Term Loan, 7.625%-7.688%,

maturing December 19, 2012

5,561,990

Coinstar, Inc.

Ba3

BB-

2,448,519

Term Loan, 6.960%-7.030%,

maturing July 07, 2011

2,485,247

Culligan International Company

B+

2,475,000

Term Loan, 7.081%,

maturing September 30, 2011

2,488,922

Dave and Busters, Inc.

B-

250,000

Term Loan, 7.625%, maturing March 08, 2013

250,781

Doane Pet Care Company

BB-

1,492,500

Term Loan, 6.940%-7.376%,

maturing October 24, 2012

1,494,366

Domino’s, Inc.

Ba3

BB-

2,108,839

Term Loan, 6.438%-6.500%,

maturing June 25, 2010

2,118,504

Jack in the Box, Inc.

Ba2

3,408,871

Term Loan, 6.320%-6.630%,

maturing January 08, 2011

3,439,407

MD Beauty, Inc.

B-

2,872,787

Term Loan, 10.000%,

maturing February 18, 2012

2,879,969

MD Beauty, Inc.

CCC

2,000,000

Term Loan, 12.100%,

maturing February 18, 2013

2,010,000

N.E.W. Holdings I, LLC

B+

1,886,577

Term Loan, 7.750%-8.125%,

maturing July 08, 2011

1,904,264

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Personal, Food & Miscellaneous: (continued)

Quiznos, LLC

2,066,667

Term Loan, 7.310%, maturing May 05, 2013

2,069,680

Quiznos, LLC

Caa1

CCC+

1,000,000

Term Loan, 10.875%,

maturing November 05, 2013

1,023,750

U.S Security Holdings, Inc.

625,000

Term Loan, 9.500%, maturing April 30, 2011

631,250

51,065,039

Printing & Publishing: 8.3%

Adams Outdoor Advertising, L.P.

B+

4,421,199

Term Loan, 7.030%-7.210%,

maturing October 18, 2012

4,465,411

American Achievement Corporation

Ba3

BB-

687,164

Term Loan, 7.552%-9.500%,

maturing March 25, 2011

690,600

American Media Operations, Inc.

6,350,000

Term Loan, 8.120%, maturing January 31, 2013

6,413,500

American Reprographics Company

Ba3

BB-

2,352,870

Term Loan, 6.831%-8.750%,

maturing June 18, 2009

2,361,693

Ascend Media Holdings, LLC

1,717,188

Term Loan, 8.480%-8.620%,

maturing January 31, 2012

1,682,844

Caribe Information Investment, Inc.

2,000,000

Term Loan, 7.330%-7.460%,

maturing March 31, 2013

2,016,250

Dex Media East, LLC

Ba2

3,338,860

Term Loan, 6.480%-6.690%,

maturing May 08, 2009

3,341,177

Dex Media West, LLC

Ba2

1,086,571

Term Loan, 6.230%-6.470%,

maturing September 09, 2009

1,085,697

13,566,858

Term Loan, 6.380%-6.720%,

maturing March 09, 2010

13,561,200

Enterprise Newsmedia, LLC

2,992,500

Term Loan, 7.990%, maturing June 30, 2012

3,007,463

FM Mergerco, Inc.

1,000,000

Term Loan, 2.330%,

maturing June 21, 2012

1,005,625

FSC Acquisition, LLC

2,514,115

Term Loan, 7.070%-7.330%,

maturing August 01, 2012

2,527,208

IWCO Direct, Inc.

1,485,002

Term Loan, 8.230%, maturing January 31, 2011

1,497,996

Liberty Group Publishing

B+

1,955,244

Term Loan, 7.375%, maturing February 28, 2012

1,967,098

MC Communications, LLC

3,331,409

Term Loan, 7.440%-7.590%,

maturing December 31, 2010

3,368,887

Merrill Communications, LLC

B+

2,953,378

Term Loan, 7.229%-7.343%,

maturing May 15, 2011

2,980,605

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Printing & Publishing: (continued)

Newspaper Holdings, Inc.

1,666,667

Term Loan, 6.188%, maturing August 24, 2012

1,671,355

PBI Media, Inc.

1,990,000

Term Loan, 7.229%-7.376%,

maturing September 30, 2012

1,997,463

Primedia, Inc.

324,555

Revolver, 7.875%,

maturing June 30, 2008

310,762

6,467,500

Term Loan, 7.875%,

maturing September 30, 2013

6,391,507

R.H. Donnelley, Inc.

Ba3

411,255

Term Loan, 6.280%-6.460%,

maturing December 31, 2009

409,713

11,651,175

Term Loan, 6.350%-6.720%,

maturing June 30, 2011

11,649,089

Source Media, Inc.

3,234,300

Term Loan, 7.210%,

maturing November 08, 2011

3,279,784

Triple Crown Media, Inc.

1,492,917

Term Loan, 8.090%-10.250%,

maturing June 30, 2010

1,491,051

Visant Holding Corporation

B+

10,605,115

Term Loan, 7.068%, maturing October 04, 2011

10,687,305

Ziff Davis Media, Inc.

CCC

1,500,000

Floating Rate Note, 11.149%,

maturing May 01, 2012

1,406,250

91,267,533

Radio and TV Broadcasting: 4.0%

Block Communications, Inc.

Ba2

BB-

997,500

Term Loan, 6.979%,

maturing December 22, 2011

1,004,358

CMP KC, LLC

1,400,000

Term Loan, 9.250%-9.313%,

maturing May 03, 2011

1,400,000

CMP Susquehanna Corporation

B-

5,200,000

Term Loan, 7.250%-7.375%,

maturing May 05, 2013

5,204,061

Emmis Operating Company

Ba2

B+

4,017,385

Term Loan, 6.830%-8.750%,

maturing November 10, 2011

4,033,391

Entravision Communications Corporation

Ba3

B+

2,985,000

Term Loan, 6.490%, maturing March 29, 2013

2,997,749

Gray Television, Inc.

Ba2

BB-

498,750

Term Loan, 6.480%, maturing June 15, 2011

500,683

997,500

Term Loan, 6.490%,

maturing November 22, 2012

1,001,365

Mission Broadcasting, Inc.

Ba3

2,420,232

Term Loan, 7.318%, maturing August 14, 2012

2,427,796

Montecito Broadcast Group, LLC

1,995,000

Term Loan, 7.723%, maturing January 27, 2013

2,019,315

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Radio and TV Broadcasting: (continued)

NEP Supershooters, L.P.

2,408,329

Term Loan, 8.980%-9.130%,

maturing February 03, 2011

2,442,197

960,468

Term Loan, 8.480%,

maturing February 03, 2011

971,574

Nexstar Broadcasting, Inc.

Ba3

2,407,338

Term Loan, 6.729%, maturing August 14, 2012

2,414,861

Paxson Communications Corporation

CCC+

4,500,000

Term Loan, 8.318%, maturing January 15, 2012

4,618,125

Raycom TV Broadcasting, LLC

3,362,019

Term Loan, 6.500%, maturing July 31, 2013

3,370,424

Spanish Broadcasting Systems, Inc.

B+

3,960,000

Term Loan, 7.640%-7.880%,

maturing June 10, 2012

3,982,275

Young Broadcasting, Inc.

B-

4,962,500

Term Loan, 7.250%-7.438%,

maturing November 03, 2012

4,956,297

43,344,471

Retail Stores: 7.6%

Advance Stores Company, Inc.

Ba1

BB+

1,808,855

Term Loan, 6.500%-6.688%,

maturing September 30, 2010

1,816,768

3,034,350

Term Loan, 6.375%-6.750%,

maturing September 30, 2010

3,047,625

Alimentation Couche-Tard, Inc.

Ba1

BB+

1,196,939

Term Loan, 6.875%,

maturing December 17, 2010

1,210,653

Baker & Taylor, Inc.

Ba3

B+

1,227,273

Revolver, 6.440%-6.831%,

maturing August 11, 2010

1,221,137

Baker & Taylor, Inc.

1,000,000

Term Loan, 12.119%, maturing May 06, 2011

1,010,000

Blockbuster Entertainment Corporation

B-

1,000,000

Term Loan, 8.420%-9.050%,

maturing August 20, 2011

1,002,727

Burlington Coat Factory

Warehouse Corporation

5,486,250

Term Loan, 7.430%-7.530%,

maturing May 28, 2013

5,434,816

Dollarama Group, L.P.

B+

3,456,250

Term Loan, 7.126%,

maturing November 18, 2011

3,477,852

Harbor Freight Tools, Inc.

B+

7,250,739

Term Loan, 6.921%, maturing July 15, 2010

7,277,929

J Crew Operating Corporation

1,000,000

Term Loan, 9.250%, maturing May 15, 2013

1,002,292

Jean Coutu Group, Inc.

BB-

9,018,931

Term Loan, 7.625%, maturing July 30, 2011

9,079,683

Mapco Express, Inc.

B+

2,245,553

Term Loan, 7.690%, maturing April 28, 2011

2,258,184

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Retail Stores: (continued)

Movie Gallery, Inc.

Caa1

CCC+

688,403

Term Loan, 10.230%, maturing April 27, 2011

666,514

Nebraska Book Company, Inc.

B-

2,450,000

Term Loan, 7.480%-7.740%,

maturing March 04, 2011

2,462,250

Neiman-Marcus Group, Inc.

B+

18,037,975

Term Loan, 7.340%, maturing April 06, 2013

18,212,727

Oriental Trading Company, Inc.

B+

3,068,519

Term Loan, 7.250%, maturing August 04, 2010

3,091,533

Oriental Trading Company, Inc.

B-

1,750,000

Term Loan, 9.750%, maturing January 08, 2011

1,771,875

Pantry, Inc.

Ba3

2,493,750

Term Loan, 6.850%, maturing January 02, 2012

2,510,116

Pep Boys - Manny, Moe & Jack

Ba2

B+

1,000,000

Term Loan, 8.210%, maturing January 27, 2011

1,014,375

Sears Canada, Inc.

Ba1

BB+

3,000,000

Term Loan, 6.712%,

maturing December 22, 2012

3,024,375

Sports Authority, Inc.

1,000,000

Term Loan, 7.348%, maturing May 03, 2013

1,001,458

Tire Rack, Inc.

BB-

939,623

Term Loan, 6.730%-6.780%,

maturing June 24, 2012

942,559

Travelcenters of America, Inc.

9,975,000

Term Loan, 6.440%-6.860%,

maturing December 01, 2011

10,049,813

82,587,261

Satellite: 1.1%

Panamsat Corporation

Ba3

BB+

11,820,000

Term Loan, 6.900%, maturing August 20, 2011

11,918,874

11,918,874

Telecommunications Equipment: 0.4%

Sorenson Communications, Inc.

1,940,741

Term Loan, 7.830%,

maturing November 15, 2012

1,957,117

Sorenson Communications, Inc.

CCC+

750,000

Term Loan, 11.910%,

maturing November 15, 2012

767,500

Syniverse Holding, LLC

Ba3

BB-

1,594,007

Term Loan, 6.730%,

maturing February 15, 2012

1,601,977

4,326,593

Textiles & Leather: 1.5%

Polymer Group, Inc.

BB-

7,481,250

Term Loan, 7.215%,

maturing November 22, 2012

7,593,469

Propex Fabrics, Inc.

BB-

955,769

Term Loan, 7.340%, maturing July 31, 2012

960,548

St. John Knits International, Inc.

B+

871,551

Term Loan, 7.250%, maturing March 18, 2012

881,356

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Textiles & Leather: (continued)

Targus Group International, Inc.

1,483,433

Term Loan, 8.081%-8.297%,

maturing November 22, 2012

1,501,975

Targus Group International, Inc.

CCC+

1,625,000

Term Loan, 12.800%, maturing May 22, 2013

1,629,063

Warnaco, Inc.

Ba2

B+

1,000,000

Term Loan, 6.350%-8.500%,

maturing January 31, 2013

1,001,875

William Carter Company

3,239,611

Term Loan, 6.559%-6.758%,

maturing July 14, 2012

3,249,735

16,818,020

Utilities: 7.8%

Astoria Generating

Company Acquisitions, LLC

BB-

923,858

Term Loan, 6.940%, maturing February 23, 2011

928,147

2,469,952

Term Loan, 6.940%, maturing February 23, 2013

2,481,420

Babcock & Wilcox Company

B+

2,500,000

Term Loan, 4.879%, maturing January 22, 2012

2,518,750

Coleto Creek WLE, L.P.

Ba3

872,384

Term Loan, 6.979%, maturing June 30, 2011

874,929

Coleto Creek WLE, L.P.

BB-

1,000,000

Term Loan, 8.376%, maturing June 30, 2012

1,004,063

Infrastrux Group, Inc.

B+

500,000

Term Loan, 8.063%, maturing May 01, 2012

507,188

KGen, LLC

4,950,000

Term Loan, 7.604%, maturing August 01, 2011

4,990,219

La Paloma Generating Company

Ba3

BB-

218,579

Term Loan, 6.843%, maturing August 16, 2012

220,519

107,648

Term Loan, 6.729%, maturing August 16, 2012

108,604

1,351,636

Term Loan, 6.729%, maturing August 16, 2012

1,363,632

La Paloma Generating Company

1,000,000

Term Loan, 8.479%, maturing August 16, 2013

1,015,313

LSP Gen Finance Co., LLC

Ba3

BB-

4,444,444

Term Loan, 6.843%, maturing May 04, 2013

4,465,742

LSP-Kendall Energy, LLC

9,899,019

Term Loan, 6.979%, maturing October 07, 2013

9,890,773

NRG Energy, Inc.

Ba2

BB-

6,000,000

Term Loan, 6.979%,

maturing February 01, 2013

6,031,404

24,575,269

Term Loan, 6.820%,

maturing February 01, 2013

24,705,125

Pike Electric, Inc.

Ba3

2,380,147

Term Loan, 6.563%, maturing July 01, 2012

2,384,610

1,430,123

Term Loan, 6.625%,

maturing December 10, 2012

1,432,804

Plum Point Energy Associates, LLC

1,198,857

Term Loan, 8.167%, maturing March 14, 2014

1,213,343

3,401,143

Term Loan, 8.343%, maturing March 14, 2014

3,442,239

Primary Energy Finance, LLC

Ba2

BB-

2,736,250

Term Loan, 6.979%, maturing August 24, 2012

2,756,772

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS
as of May 31, 2006 (Unaudited) (continued)

Principal Amount

Borrower/Term Loan Description

Moody’s

S&P

Value

Utilities: (continued)

Riverside Energy Center, LLC

244,856

Term Loan, 9.376%, maturing June 24, 2010

252,814

3,079,877

Term Loan, 9.376%, maturing June 24, 2011

3,179,973

2,130,920

Term Loan, 9.376%, maturing June 24, 2011

2,200,175

Thermal North America, Inc.

Ba3

BB-

1,000,000

Term Loan, 6.780%, maturing October 12, 2013

1,003,125

1,493,927

Term Loan, 6.730%, maturing October 12, 2013

1,498,596

Wolf Hollow I, L.P.

BB-

1,800,000

Term Loan, 7.331%, maturing June 22, 2012

1,820,250

450,000

Term Loan, 7.330%-7.331%,

maturing June 22, 2012

454,922

2,222,290

Term Loan, 7.185%, maturing June 22, 2012

2,247,291

84,992,741

Total Senior Loans

(Cost $2,080,263,240)

2,092,230,732

Other Corporate Debt: 0.4%

Automobile

Avis Budget Car Rental

Ba3

BB-

750,000

Unsecured Floating Rate Note, 7.576%,

maturing May 15, 2014

761,250

Navistar International Corporation

BB-

4,091,000

Unsecured Term Loan, 10.014%,

maturing February 28, 2009

4,111,455

Total Other Corporate Debt

(Cost $5,950,000)

4,872,705

Equities and Other Assets: 1.7%

	Description	Value
(1), (@) , (R)	Allied Digital Technologies Corporation (Residual Interest in Bankruptcy Estate)	186,961
(2), (@) , (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)	—
(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 (1,402,038 Common Shares)	145,812
(2), (@) , (R)	Electro Mechanical Solutions (Residual Interest in Bankruptcy Estate)	1,112
(@) , (R)	Enginen Realty (857 Common Shares)	—
(2), (@) , (R)	Enterprise Profit Solutions (Liquidation Interest)	141,398
(@) , (R)	EquityCo, LLC (Warrants for 28,782 Common Shares)	—

See Accompanying Notes to Financial Statements

ING Prime Rate Trust		PORTFOLIO OF INVESTMENTS as of May 31, 2006 (Unaudited) (continued)

	Description				Value
(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)				189,018
(@)	Hayes Lemmerz International, Inc. (246 Preferred Shares)				—
(2), (@) , (R)	Humphreys, Inc. (Residual Interest in Bankruptcy Estate)				—
(2), (@) , (R)	Imperial Home Décor Group, Inc. (Liquidation Interest)				—
(2), (@) , (R)	Insilco Technologies (Residual Interest in Bankruptcy Estate)				2,619
(2), (@) , (R)	IT Group, Inc. (Residual Interest in Bankruptcy Estate)				100
(2), (@) , (R)	Kevco, Inc. (Residual Interest in Bankruptcy Estate)				50
(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)				353,975
(@) , (R)	Morris Material Handling, Inc. (48,137 Common Shares)				3,128,925
(@), (R)	Neoplan USA Corporation (17,348 Common Shares)				—
(@), (R)	Neoplan USA Corporation (1,814,180 Series B Preferred Shares)				—
(@), (R)	Neoplan USA Corporation (1,084,000 Series C Preferred Shares)				—
(@), (R)	Neoplan USA Corporation (3,524,300 Series D Preferred Shares)				—
(2), (@) , (R)	New Piper Aircraft, Inc. (Residual Interest in Litigation Proceeds)				—
(@) , (R)	New World Restaurant Group, Inc. (Warrants for 4,489 Common Shares, Expires June 19, 2006)				61,589
(@), (R)	Norwood Promotional Products, Inc. (72,238 Common Shares)				—
(@) , (R)	Safelite Glass Corporation (810,050 Common Shares)				13,778,511
(@) , (R)	Safelite Realty Corporation (54,679 Common Shares)				317,922
(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)				—
(@)	USA Mobility				371,409
	Total for Equity and Other Assets
	(Cost $9,635,899)				19,039,948
	Total Investments
	(Cost $2,095,849,139)		193.4	%	2,116,143,385
	Other Assets and Liabilites - Net		(93.4	)	(1,022,196,116		)
	Net Assets		100.0	%	1,093,947,269

See Accompanying Notes to Financial Statements

ING Prime Rate Trust

PORTFOLIO OF INVESTMENTS as of May 31, 2006 (Unaudited) (continued)

*	Senior loans, while exempt from registration under the Securites Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate (“LIBOR”) and other short-term rates.
†	Bank Loans rated below Baa3 by Moody’s Investor Services, Inc. or BBB- by Standard & Poor’s Group are considered to be below investment grade.
NR	Not Rated
(1)	The borrower filed for protection under Chapter 7 of the U.S. Federal bankruptcy code.
(2)	The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.
(3)	Loan is on non-accrual basis.
(4)	The borrower filed for protection under the Canadian Bankruptcy and Insolvency Act.
(5)	Trade pending settlement. Contract rates do not take effect until settlement date.
(@)	Non-income producing security.
(R)	Restricted security.
**	For Federal Income Tax purposes cost of investments is $2,095,971,047.
	Net unrealized appreciation consists of the following:
	Gross Unrealized Appreciation	$27,938,451
	Gross Unrealized Depreciation	(7,766,113	)
	Net Unrealized Appreciation	$20,172,338

At May 31, 2006 the following forward foreign currency contracts were outstanding for the ING Prime Rate Trust:

Currency	Buy/Sell	Settlement Date	In Exchange For	Value	Unrealized Depreciation
Euro			USD
EUR 1,350,000	Sell	06/15/06	1,725,651	1,732,388		$	(6,737	)
Euro			USD
EUR 1,800,000	Sell	07/14/06	2,305,044	2,316,391		(11,347		)
Euro			USD
EUR 1,350,000	Sell	08/15/06	1,732,252	1,740,897		(8,645		)
						$	(26,729	)

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/ Shaun P. Mathews
	Shaun P. Mathews
	President and Chief Executive Officer

Date:	December 21, 2006

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/ Shaun P. Mathews
	Shaun P. Mathews
	President and Chief Executive Officer

Date:	December 21, 2006

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

Date:	December 21, 2006