Edgar Filing: ING PRIME RATE TRUST

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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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ING PRIME RATE TRUST
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ING PRIME RATE TRUST

7337 E. DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258-2034
(800) 992-0180

May 12, 2005

Dear Shareholder:

On behalf of the Board of Trustees of ING Prime Rate Trust (the
"Trust"), we are pleased to invite you to the annual meeting of shareholders
(the "Annual Meeting"), to be held at 10:00 a.m., Local time, on June 16, 2005
at 7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034. Formal notice
of the Annual Meeting appears on the next page, followed by the Proxy Statement.
Please take the time to read the Proxy Statement and cast your vote, since it
covers matters that are important to the Trust and to you as a shareholder.

At the Annual Meeting, you will be asked to consider and vote on the
following matters:

1. To elect nine members of the Board of Trustees to represent
the interests of the holders of Common Shares of the Trust
until the election and qualification of their successors.

2. To elect two members of the Board of Trustees to represent the
interests of the holders of Auction Rate Cumulative Preferred
Shares - Series M, T, W, TH and F of the Trust - until the
election and qualification of their successors.

Each proposal is discussed in detail in the enclosed Proxy Statement,
which you should read carefully. The Board of Trustees has concluded that the
proposals are in the best interests of the Trust and its shareholders and
recommend that you vote "FOR" each of the proposals. We are asking you to
consider them carefully and express your vote on the enclosed Proxy Ballot or at
the Annual Meeting.

We look forward to your attendance at the Annual Meeting or to
receiving your Proxy Ballot so that your shares may be voted at the Annual
Meeting. If you have any questions, please do not hesitate to call us at
1-800-992-0180.

Sincerely,

/s/ James M. Hennessy

James M. Hennessy
President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
ING PRIME RATE TRUST

To Shareholders:

PLEASE TAKE NOTE THAT the annual meeting of shareholders (the "Annual Meeting")
of ING Prime Rate Trust (the "Trust") will be held at 10:00 a.m., Local time, on
June 16, 2005, at 7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034,
for the following purposes:

1. To elect nine members of the Board of Trustees to represent
the interests of the holders of Common Shares of the Trust
until the election and qualification of their successors.

3. To transact such other business, not currently contemplated,
that may properly come before the Annual Meeting or any
adjournment(s) or postponement(s) thereof in the discretion of
the proxies or their substitutes.

Please read the enclosed Proxy Statement carefully for information concerning
the proposals to be placed before the Annual Meeting.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE PROPOSALS.

Shareholders of record as of the close of business on April 14, 2005 are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s)
or postponement(s) thereof.

By Order of the Board of Trustees,

/s/ Huey P. Falgout, Jr.

Huey P. Falgout, Jr.
Secretary

May 12, 2005

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF
SHARES YOU OWN. PLEASE VOTE BY RETURNING YOUR PROXY
BALLOT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOU MAY ALSO VOTE IN PERSON AT THE ANNUAL MEETING.

PROXY STATEMENT

ING PRIME RATE TRUST

MAY 12, 2005

TOLL-FREE: (800) 992-0180
7337 E. DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258-2034

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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 16, 2005
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WHO IS ASKING FOR MY VOTE?

The Board of Trustees (the "Board") of ING Prime Rate Trust (the
"Trust") is sending this Proxy Statement, the attached Notice of Annual Meeting,
and the enclosed Proxy Ballot on or about May 12, 2005 to you and all other
shareholders. The Board is soliciting your vote for the annual meeting of
shareholders of the Trust (the "Annual Meeting").

WHAT ARE THE PROPOSALS AND WHO CAN VOTE ON EACH PROPOSAL?

The following table gives a brief description of each Proposal and
indicates which class of shares is being solicited with respect to each Proposal
to be considered at the Annual Meeting.

HOLDERS OF HOLDERS OF
COMMON PREFERRED
PROPOSAL SHARES SHARES
-------- ------ ------

1. To elect nine members of the Board to represent the interests of the
holders of Common Shares of the Trust until the
election and qualification of their successors. Yes No

2. To elect two members of the Board to represent the interests
of the holders of the Auction Rate Cumulative Preferred Shares
- Series M, T, W, TH and F of the Trust - until the election
and qualification of their successors. No Yes

WHY DID YOU SEND ME THIS BOOKLET?

This booklet is a Proxy Statement. It provides you with information you
should review before voting on the matters listed above and in the Notice of
Annual Meeting for the Trust. You are receiving these proxy materials -- a
booklet that includes the Proxy Statement and one Proxy Ballot -- because you
have the right to vote on the important Proposals concerning your investment in
the Trust.

WHO IS ELIGIBLE TO VOTE?

Shareholders who owned shares in the Trust at the close of business on
April 14, 2005 (the "Record Date") are eligible to vote. As of the Record Date,
the Trust had 161,581,033.200 Common Shares outstanding. As of the Record Date,
the Trust had the following Auction Rate Cumulative Preferred Shares ("Preferred
Shares") outstanding: 3,600 shares of Series M; 3,600 shares of Series T; 3,600
shares of Series W; 3,600 shares of Series TH and 3,600 shares of Series F. Each
Common Share is entitled to one vote on Proposal 1. Each Preferred Share is

entitled to one vote on Proposal 2. To the best of the Trust's knowledge, as of
April 14, 2005, no person owned beneficially more than 5% of any class of shares
of the Trust.

The word "you" is used in this Proxy Statement to refer to the person
or entity who owns the shares and who accordingly has voting rights in
connection with the shares.

HOW DO I VOTE?

Shareholders can vote by completing, signing and returning the enclosed
Proxy Ballot promptly in the enclosed envelope or by attending the Annual
Meeting in person and voting. In addition to solicitation by mail, certain
officers and representatives of the Trust, officers and employees of ING
Investments, LLC ("Adviser") (Address: 7337 E. Doubletree Ranch Rd., Scottsdale,
Arizona 85258-2034), the investment adviser to the Trust, or its affiliates and
certain financial services firms and their representatives, who will receive no
extra compensation for their services, may solicit proxies by telephone,
telegram, facsimile, or oral communication. Shareholders of the Trust whose
shares are held by nominees, such as brokers, can vote their proxies by
contacting their respective nominee. If a shareholder wishes to participate in
the Annual Meeting, the shareholder may still submit the Proxy Ballot originally
sent with the Proxy Statement or attend in person.

WHEN AND WHERE WILL THE ANNUAL MEETING BE HELD?

The Annual Meeting will be held at 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034, on June 16, 2005, at 10:00 a.m., Local time,
and, if the Annual Meeting is adjourned or postponed, at any adjournment or
postponement of that Meeting. If you expect to attend the Annual Meeting in
person, please notify the Trust by calling 1-800-992-0180.

CAN I REVOKE MY PROXY AFTER I VOTE IT?

A shareholder may revoke the accompanying proxy at any time prior to
its use by filing with the Trust a written revocation or duly executed Proxy
Ballot bearing a later date. In addition, any shareholder who attends the Annual
Meeting in person may vote by ballot at the Annual Meeting, thereby canceling
any proxy previously given. The persons named in the accompanying proxy will
vote as directed by the proxy, but in the absence of voting directions in any
proxy that is signed and returned, they intend to vote "FOR" each of the
Proposals and may vote in their discretion with respect to other matters not now
known to the Board that may be presented at the Annual Meeting.

WHO PAYS FOR THIS PROXY SOLICITATION?

The Trust will pay the expenses incurred in connection with the Notice
of Annual Meeting, Proxy Statement and the Annual Meeting, including printing,
mailing and vote tabulation expenses, legal fees, and out of pocket expenses.

HOW CAN I OBTAIN MORE INFORMATION ABOUT THE TRUST?

COPIES OF THE TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED FEBRUARY
28, 2005 AND THE TRUST'S SEMI-ANNUAL REPORT FOR THE PERIOD ENDED AUGUST 31, 2004
ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO: THE ING FUNDS, 7337
E. DOUBLETREE RANCH ROAD, SCOTTSDALE, ARIZONA, 85258-2034, ATTENTION: LITERATURE
FULFILLMENT, OR BY CALLING 1-800-992-0180. THIS PROXY STATEMENT SHOULD BE READ
IN CONJUNCTION WITH THE ANNUAL AND SEMI-ANNUAL REPORTS.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The Board recommends that shareholders vote "FOR" each of the Proposals
described in this Proxy Statement.

PROPOSAL 1

ELECTION OF TRUSTEES -- COMMON SHARES

WHAT IS THE PROPOSAL?

The Board has nominated nine individuals for election to the Board as
Trustees of the Common Shares (the "Common Nominees"). Holders of Common Shares
are asked to elect the Common Nominees to serve as Trustees, each to serve until
his or her successor is duly elected and qualified. Information about each
Common Nominee is set forth below. All of the Common Nominees are currently
Trustees of the Trust and each has consented to continue to serve as a Trustee
if re-elected by holders of Common Shares.

WHAT FACTORS DID THE BOARD CONSIDER IN SELECTING THE COMMON NOMINEES?

The Board nominated all of the individuals who currently serve as
Trustees of the Common Shares of the Trust. The Board met to discuss Board
candidates and, after due consideration, recommend to shareholders the Common
Nominees indicated below. In making such recommendation, the Board took into
consideration the knowledge, background, and experience of the Common Nominees.

WHAT IS THE REQUIRED VOTE?

The affirmative vote of a plurality of the Common Shares of the Trust
present in person or by proxy at the Annual Meeting is required to approve the
election of each Common Nominee to the Board.

WHO ARE THE COMMON NOMINEES?

For election of Trustees at the Annual Meeting, the Board has approved
the nomination of:

John V. Boyer
J. Michael Earley
R. Barbara Gitenstein
Patrick W. Kenny
Thomas J. McInerney
David W.C. Putnam
John G. Turner
Roger B. Vincent
Richard A. Wedemeyer

The persons named as proxies will vote for election of each of these
Common Nominees unless you withhold authority to vote for any or all of them on
the

enclosed Proxy Ballot. If any or all of the Common Nominees should become
unavailable for election due to events not now known or anticipated, the persons
named as proxies will vote for such other nominee or nominees as the current
Trustees may recommend or the Board may reduce the number of Trustees as
provided for in the Trust's Agreement and Declaration of Trust dated December 2,
1987, as amended (the "Declaration").

No Common Nominee is a party adverse to the Trust or any of its
affiliates in any material pending legal proceeding, nor does any Common Nominee
have an interest materially adverse to the Trust.

The following table sets forth information concerning the Common
Nominees. The address for each Common Nominee is 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034.

TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
POSITION(S) LENGTH OF FUND COMPLEX OTHER
HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS/TRUSTEESHIPS
NAME AND AGE TRUST SERVED(1) DURING THE PAST 5 YEARS TRUSTEE(2) HELD BY TRUSTEE
------------ ----- --------- ----------------------- ---------- ---------------

INDEPENDENT TRUSTEES

JOHN V. BOYER(3) Trustee January Executive Director, The Mark 143 None
2005 - Twain House Museum(4)
Age: 51 Present (September 1989 - Present).

J. MICHAEL EARLEY Trustee February President and Chief Executive 143 None
2002 - Officer, Bankers Trust Company,
Age: 60 Present N.A. (June 1992 - Present).

R. BARBARA GITENSTEIN Trustee February President, College of New 143 New Jersey Resources
2002 - Jersey (January 1999 - (September 2003 -
Age: 57 Present Present). Present).

PATRICK W. KENNY(3) Trustee January Executive Vice President, 143 Assured Guaranty Ltd.
2005 - Frontier Insurance (November
Age: 62 Present

Group, Inc. (1998 - 2001); 2003 - Present).
and President and Chief
Executive Officer
International Insurance
Society (June 2001 -
Present).

DAVID W.C. PUTNAM Trustee October President and Director, F.L. 143 Progressive Capital
1999 - Putnam Securities Company, Inc. Accumulation Trust (August
Age: 65 Present and its affiliates (June 1978 - 1998 - Present);
Present). Principled Equity Market
Trust (November 1996 -
Present); Mercy Endowment
Foundation (September 1995
- Present); Asian American
Bank and Trust Company
(June 1992 - Present); and
Notre Dame Health Care
Center (July 1991 -
Present).

ROGER B. VINCENT Trustee February President, Springwell 143 Director, AmeriGas
2002 - Corporation (March 1989 - Propane, Inc. (January
Age: 59 Present Present). 1998 - Present).

RICHARD A. WEDEMEYER Trustee February Retired. Formerly, Vice 143 Directors of Touchstone
2001 - President-Finance and Consulting Group (1997 -
AGE: 69 Present Administration, The Channel Present); Jim Henson
Corporation (June 1996 - April Legacy (1994 - Present).
2002). Trustee, First Choice
Funds (February 1997 -April
2001)

Trustees who are "Interested Persons"

THOMAS J. MCINERNEY(5) Trustee February Chief Executive Officer, ING 191(6) Equitable Life Insurance
2001 - U.S. Financial Services Co.; Golden American Life
AGE: 49 Present (September 2001 - Present); Insurance Co.; Life
Member, ING Americas Executive Insurance Company of
Committee (September 2001 - Georgia, Midwestern United
Present); ING Aeltus Holding Life Insurance Co.;
Company, Inc. (2000 - Present); ReliaStar Life Insurance
ING Retail Holding Company Co.; Security Life of
(1998 - Present); and Denver; Security
Connecticut Life Insurance
Co.; Southland Life
Insurance Co.; USG Annuity
and

ING Retirement Holdings, Inc. Life Company; United Life
(1997 - Present). Formerly, and Annuity Insurance Co.
President, Chief Executive Inc; Ameribest Life
Officer and Director of Insurance Co.; Director,
Northern Life Insurance First Columbine Life
Company (March 2001 - October Insurance Co.; and Metro
2002); President, ING Life Atlanta Chamber of
Insurance and Annuity Company Commerce (January 2003 -
(September 1997 - November Present).
2002); General Manager and
Chief Executive Officer, ING
Worksite Division (December
2000 - October 2001).

JOHN G. TURNER(7) Trustee September Retired. Formerly, Vice 143 Director, Hormel Foods
2000 - Chairman of ING Americas Corporation (March 2000 -
AGE: 65 Present (September 2000 - January Present); Director, ShopKo
2002); Chairman and Chief Stores, Inc. (August 1999
- Present);

Executive Officer of ReliaStar and Conseco, Inc.
Financial Corp. and ReliaStar (September 2003 -
Life Insurance Company (July Present).
1993 - September 2000);
Director of ReliaStar Life
Insurance Company of New York
(April 1975 - December 2001);
Director of Northern Life
Insurance Company (March 1985 -
April 2000); Chairman and
Trustee of the Northstar
affiliated investment companies
(May 1993 - December 2001).

(1) Trustees are considered for election by shareholders on an annual basis
and serve until their successors are duly elected and qualified, subject
to the Board's retirement policy which states that each duly elected or
appointed Trustee who is not an "interested person" of the Trust, as
defined in the Investment Company Act of 1940 ("1940 Act") ("Independent
Trustees"), shall retire from service as a Trustee at the first regularly
scheduled quarterly meeting of the Board that is held after the Trustee
reaches the age of 70. A unanimous vote of the Board may extend the
retirment date of a Trustee for up to one year. An extension may be
permitted if the retirement would trigger a requirement to hold a meeting
of shareholders of the Trust under applicable law, whether for purposes of
appointing a successor to the Trustee or if otherwise necessary

under applicable law, in which case the extension would apply until such
time as the shareholder meeting can be held or is no longer needed.

(2) For the the purposes of this table, "Fund Complex" means the following
investment companies: ING Equity Trust; ING Funds Trust; ING Investment
Funds, Inc.; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds;
ING Prime Rate Trust; ING Partners, Inc.; ING Senior Income Fund; ING
Variable Insurance Trust; ING Variable Products Trust; ING Emerging
Markets Fund, Inc.; ING VP Natural Resources Trust; and USLICO Series
Fund.

(3) Commenced service as a Trustee on January 1, 2005. Prior to January 1,
2005, Messrs. Boyer and Kenny were members of the Board of Directors of
ING Partners, Inc. On January 1, 2005, the ING Partners, Inc. Board of
Directors was unified with the Board of the other Funds in the ING complex
of Funds under the purview or the Board.

(4) Shaun Mathews, Senior Vice President of ING Life Insurance and Annuity
Company, has held a seat on the Board of Directors of The Mark Twain House
Museum since September 19, 2002. ING Groep N.V. makes non-material,
charitable contributions to the The Mark Twain House Museum.

(5) Mr. McInerney is an "interested person," as defined by the 1940 Act,
because of his affiliation with ING Groep N.V., the parent corporation of
the Investment Adviser, ING Investments, LLC and the Distributor, ING
Funds Distributor, LLC.

(6) Mr. McInerney is also a director of the following investment companies:
ING VP Balanced Portfolio, Inc.; ING Strategic Allocation Portfolios,
Inc.; ING GET Fund; ING VP Intermediate Bond Portfolio; ING VP Money
Market Portfolio; ING Variable Funds; ING Variable Portfolios, Inc.; and
ING Series Fund, Inc.

(7) Mr. Turner is an "interested person," as defined by the 1940 Act, because
of his affiliation with ING Groep N.V., the parent corporation of the
Investment Adviser, ING Investments, LLC and the Distributor, ING Funds
Distributor LLC.

Please read the section "Further Information About the Trustees and
Officers" starting on page 10 of this Proxy Statement before voting on this
Proposal 1.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 1?

The Board recommends that shareholders vote "FOR" the election of each
of the Common Nominees to the Board subject to their terms commencing and
continuing as described above. If any of the Common Nominees are not elected by
shareholders, the current Trustees may consider other courses of action.

PROPOSAL 2

ELECTION OF TRUSTEES -- PREFERRED SHARES

WHAT IS THE PROPOSAL?

The Board has nominated two individuals for election to the Board as
Trustees of the Preferred Shares (the "Preferred Nominees"). Holders of
Preferred Shares are asked to elect the Preferred Nominees to serve as Trustees,
each to serve until his or her successor is duly elected and qualified.
Information about each Preferred Nominee is set forth below. Both Preferred
Nominees are currently Trustees of the Trust and both have consented to continue
to serve as a Trustee if re-elected by holders of Preferred Shares.

WHAT FACTORS DID THE BOARD CONSIDER IN SELECTING THE PREFERRED NOMINEES?

The Board nominated both of the individuals who currently serve as
Trustees of the Preferred Shares of the Trust. The Board met to discuss Board
candidates and, after due consideration, recommend to shareholders the Preferred
Nominees indicated below. In making such recommendation, the Board took into
consideration the knowledge, background, and experience of the Preferred
Nominees.

WHAT IS THE REQUIRED VOTE?

The affirmative vote of a plurality of the Preferred Shares of the Trust
present in person or by proxy at the Annual Meeting is required to approve the
election of each Preferred Nominee to the Board.

WHO ARE THE PREFERRED NOMINEES?

For election of Trustees at the Annual Meeting, the Board has approved the
nomination of:

Walter H. May
Jock Patton

The persons named as proxies will vote for election of each of these
Preferred Nominees unless you withhold authority to vote for either or both of
them on the enclosed Proxy Ballot. If any or both of the Preferred Nominees
should become unavailable for election due to events not now known or
anticipated, the persons named as proxies will vote for such other nominee or
nominees as the current Trustees may recommend or the Board may reduce the
number of Trustees as provided for in the Declaration.

Neither Preferred Nominee is a party adverse to the Trust or any of its
affiliates in any material pending legal proceeding, nor does either Preferred
Nominee have an interest materially adverse to the Trust.

The following table sets forth information concerning the Preferred
Nominees. The address for each Preferred Nominee is 7337 E. Doubletree Ranch
Road, Scottsdale, Arizona 85258-2034.

TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
POSITION(S) LENGTH OF FUND COMPLEX OTHER
HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS/TRUSTEESHIPS
NAME AND AGE TRUST SERVED(1) DURING THE PAST 5 YEARS TRUSTEE(2) HELD BY TRUSTEE
-------------------- ----------- ------------- --------------------------- ------------- ---------------------------

INDEPENDENT TRUSTEES

WALTER H. MAY Trustee November 1999 Retired. 143 Best Prep Charity
- Present (September 1991 - Present).
Age: 68

JOCK PATTON Chairman August 1995 - Private Investor 143 JDA Software Group, Inc.
and Trustee Present (June 1997 - Present). (January 1999 - Present);
Age: 59 Formerly, Director and Swift Transportation Co.
Chief Executive Officer, (March 2004 - Present).
Rainbow Multimedia
Group, Inc. (January 1999 -
December 2001).

(1) Trustees are considered for election by shareholders on an annual basis
and serve until their successors are duly elected and qualified, subject
to the Board's retirement policy which states that each duly elected or
appointed Trustee who is not an "interested person" of the Trust, as
defined in the 1940 Act ("Independent Trustees"), shall retire from
service as a Trustee at the first regularly scheduled quarterly meeting of
the Board that is held after the Trustee reaches the age of 70. A
unanimous vote of the Board may extent the retirement date of Trustee for
up to one year. An extension may be permitted if the retirement would
trigger a requirement to old a meeting of shareholders of the Trust under
applicable law, whether for purposes of appointing a successor to the
Trustee or if otherwise necessary under applicable law, in which case the
extension would apply until such time as the shareholder meeting can be
held or is no longer needed.

(2) For the purposes of this table, "Fund Complex" means the following
investment companies: ING Equity Trust; ING Funds Trust; ING Investment
Funds, Inc.; ING

Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate
Trust; ING Partners, Inc.; ING Senior Income Fund; ING Variable Insurance
Trust; ING Variable Products Trust; ING Emerging Markets Fund, Inc.; ING
VP Natural Resources Trust; and USLICO Series Fund.

Please read the section "Further Information About the Trustees and
Officers" starting on page 10 of this Proxy Statement before voting on this
Proposal 2.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 2?

The Board recommends that shareholders vote "FOR" the election of each of
the Preferred Nominees to the Board subject to their terms commencing and
continuing as described above. If shareholders do not elect either of the
Preferred Nominees, the current Trustees may consider other courses of action.

FURTHER INFORMATION ABOUT THE TRUSTEES AND OFFICERS

HOW LONG WILL THE TRUSTEES SERVE ON THE BOARD?

Trustees generally hold office until their successors are elected and
qualified. A Trustee may, at any time, resign or be removed by a vote of the
holders of a majority of the outstanding shares of the applicable class of the
Trust. In addition, pursuant to a retirement policy adopted by the Board, each
duly elected or appointed Trustee who is not an "interested person" of the
Trust, as defined in the Investment Company Act of 1940 ("1940 Act")
("Independent Trustees"), shall retire from service as a Trustee at the first
regularly scheduled quarterly meeting of the Board that is held after the
Trustee reaches the age of 70. A unanimous vote of the Board may extend the
retirement date of a Trustee for up to one year. A further extension may be
permitted if the retirement would trigger a requirement to hold a meeting of
shareholders of the Trust under applicable law, whether for purposes of
appointing a successor to the Trustee or if otherwise necessary under applicable
law, in which event the extension would apply until such time as the shareholder
meeting can be held or is no longer needed.

DO THE TRUSTEES OWN SHARES OF THE TRUST OR CERTAIN AFFILIATED ENTITIES?

To the best of the Trust's knowledge, as of April 14, 2005 no Trustee
owned 1% or more of the outstanding shares of any class of shares of the Trust,
and the Trustees owned, as a group, less than 1% of the shares of each class of
the Trust.

The following table sets forth information regarding the dollar range of
equity securities of the Trust and other investment companies within the ING
family of investment companies beneficially owned by each Trustee as of December
31, 2004.

Aggregate Dollar Range of
Equity Securities in all
Registered Investment
Companies Overseen by
Dollar Range of Equity Trustee in Family of
Name of Trustee Securities in the Trust Investment Companies
--------------------- ----------------------- ------------------------------

INDEPENDENT TRUSTEES

John V. Boyer $0 $0
J. Michael Earley $0 $50,001 - $100,000
R. Barbara Gitenstein $0 $10,001- $50,000
Patrick W. Kenny $0 $0
Walter H. May $0 Over $100,000
Jock Patton $10,001 - $50,000 $10,001 - $50,000

David W. C. Putnam Over $100,000 Over $100,000
Roger B. Vincent $0 Over $100,000
Richard A. Wedemeyer $10,001 - $50,000 $50,001 - $100,000

TRUSTEES WHO ARE "INTERESTED PERSONS"

Thomas J. McInerney $0 Over $100,000
John G. Turner Over $100,000 Over $100,000

As of December 31, 2004, none of the Independent Trustees or their
immediate family members owned any shares of the Trust's investment adviser or
principal underwriter or of any entity controlling, controlled by or under
common control with the investment adviser or principal underwriter of the Trust
(not including registered investment companies).

WHAT ARE THE COMMITTEES OF THE BOARD?

AUDIT COMMITTEE. The Audit Committee operates pursuant to a charter
approved by the Board. The charter was appended to the 2003 Annual Meeting
Notice. The charter sets forth the responsibilities of the Audit Committee. The
primary function of the Audit Committee is to serve as an independent and
objective party to assist the Board in fulfilling its oversight responsibilities
for the Trust's accounting and reporting processes and the audits of the Trust's
financial statements through oversight and monitoring. Other functions include
meeting with the independent registered public accounting firm of the Trust to
review the scope of the Trust's audit, the Trust's financial statements and
interim accounting controls, and meeting with management concerning these
matters, among other things. The Committee currently consists of four Trustees:
Messrs. Earley, Kenny, Putnam, and Vincent, all of whom are considered
independent under the rules promulgated by the New York Stock Exchange and, in
addition, are not "interested persons" of the Trust as defined in Section
2(a)(19) of the 1940 Act. Mr. Earley serves as Chairperson of the Committee.
During the fiscal year ended February 28, 2005, the Committee held five (5)
meetings.

AUDIT COMMITTEE REPORT: As part of its oversight of the Trust's financial
statements, the Audit Committee reviewed and discussed with the Adviser and KPMG
LLP ("KPMG") the Trust's financial statements for the fiscal year ended February
28, 2005. The Audit Committee also discussed with KPMG the matters required to
be discussed by Statement on Auditing Standards No. 61,

Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants. The Audit Committee
received and reviewed the written disclosures from KPMG required by Independence
Standard No. 1, Independence Discussions with Audit Committees, as amended, by
the Independence Standards Board, and have discussed KPMG's independence with
KPMG. The Audit Committee has reviewed the audit fees of KPMG and has also
reviewed non-audit services and fees to assure compliance with the Trust's and
the Audit Committee's policies restricting KPMG from performing services that
might impair their independence.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the financial statements as of and for
the fiscal year ended February 28, 2005, be included in the Trust's Annual
Report to shareholders. The Audit Committee also recommended the selection of
KPMG to serve as independent auditor for the fiscal year ending February 28,
2006.

VALUATION AND PROXY VOTING COMMITTEE. The Board has a Valuation and Proxy
Voting Committee whose function is to review the determination of the value of
securities held by the Trust for which market quotations are not readily
available or are deemed unreliable. The Committee also oversees management's
administration of proxy voting. The Committee currently consists of five
Independent Trustees: Messrs. Boyer, May, Patton, and Wedemeyer and Dr.
Gitenstein. Mr. May serves as Chairperson of the Committee. During the fiscal
year ended February 28, 2005, the Committee held four (4) meetings.

EXECUTIVE COMMITTEE. The Board has an Executive Committee whose function
is to act on behalf the full Board if necessary in the event that Board action
is needed between regularly scheduled Board meetings. The Committee currently
consists of two Independent Trustees and two Trustees who are "interested
persons," as defined in the 1940 Act: Messrs. May, McInerney, Patton and Turner.
Mr. Patton serves as Chairperson of the Committee. During the fiscal year ended
February 28, 2005, the Committee held three (3) meetings.

NOMINATING AND GOVERNANCE COMMITTEE. The Board has established a
Nominating and Governance Committee (formerly, the Nominating Committee) for the
purpose of, among other things, (1) identifying and recommending to the Board
candidates it proposes for nomination to fill Independent Trustee vacancies on
the Board; (2) reviewing workload and capabilities of Independent Board members
and recommending changes to size or composition of the Board, as necessary; (3)
monitoring regulatory developments and recommending modifications to the
committee's responsibilities; (4) considering and recommending the creation of
additional committees or changes to Trustee policies and procedures based on
rule changes and "best practices" in corporate governance; (5) reviewing
compensation of Independent Board members and making recommendations for any
changes; and (6) overseeing the Board's annual self evaluation process.

In evaluating candidates, the Nominating and Governance Committee may
consider a variety of factors, but it has not at this time set any specific
minimum qualifications that must be met. Specific qualifications of candidates
for Board membership will be based on the needs of the Board at the time of
nomination. The Nominating and Governance Committee is willing to consider
nominations received from shareholders and shall assess shareholder nominees in
the same manner as it reviews its own nominees. A shareholder nominee for
trustee should be submitted in writing to the Trust's Secretary. Any such
shareholder nomination should include at a minimum the following information as
to each individual proposed for nomination as Trustee: such individual's written
consent to be named in the proxy statement as a nominee (if nominated) and to
serve as a Trustee (if elected), and all information relating to such individual
that is required to be disclosed in the solicitation of proxies for election of
Trustees, or is otherwise required, in each case under applicable federal
securities laws, rules and regulations.

The Secretary shall submit all nominations received in a timely manner to
the Nominating and Governance Committee. To be timely, in connection with a
shareholder meeting to elect trustees, any such submission must be delivered to
the Trust's Secretary not earlier than the 90th day prior to such meeting and
not later than the close of business on the later of the 60th day prior to such
meeting or the 10th day following the day on which public announcement of the
date of the meeting is first made, by either the disclosure in a press release
or in a document publicly filed by the Trust with the SEC.

The Nominating and Governance Committee currently consists of four
Independent Trustees: Dr. Gitenstein and Messrs. Kenny, May and Wedemeyer. Dr.
Gitenstein serves as Chairperson of the Committee. The Nominating Committee held
two (2) meetings during the fiscal year ended February 28, 2005.

INVESTMENT REVIEW COMMITTEE. The Board has an Investment Review Committee
whose function is to monitor the investment performance of the Trust and to make
recommendations to the Board with respect to the Trust. The Committee currently
consists of five Independent Trustees and one Trustee who is an "interested
person," as defined in the 1940 Act: Messrs. Boyer, May, McInerney, Patton, and
Wedemeyer and Dr. Gitenstein. Mr. Wedemeyer serves as Chairperson of the
Committee. During the fiscal year ended February 28, 2005, the Committee held
four (4) meetings.

COMPLIANCE COMMITTEE. The Board has established a Compliance Committee
(formerly, the Compliance and Coordination Committee) for the purpose of
coordinating activities between the Board and the Chief Compliance Officer
("CCO") of the Funds. The Committee also facilitates information flow among
Board members and the CCO between Board meetings; works with the CCO and
management to identify the types of reports to be submitted by the CCO to the
Compliance Committee and the Board; coordinates CCO oversight activities

with other ING Fund boards; and makes recommendations regarding the role,
performance and oversight of the CCO. The Committee currently consists of three
Independent Trustees: Messrs. Boyer, Earley and Patton. Mr. Boyer serves as
Chairperson of the Committee. During the fiscal year ended February 28, 2005,
the Committee held four (4) meetings.

CONTRACTS COMMITTEE. The Board has a Contracts Committee for the purpose
of overseeing the annual renewal process relating to investment advisory and
sub-advisory agreements and, at the discretion of the Board, other agreements or
plans involving the ING Funds. The responsibilities of the Contracts Committee,
among other things, include: (1) identifying the scope and format of information
to be provided by services providers in connection with applicable renewals; (2)
providing guidance to independent legal counsel regarding specific information
requests to be made by such counsel on behalf of the Trustees; (3) evaluating
regulatory and other developments that might have an impact on applicable review
and renewal processes; (4) reporting to the Trustees its recommendations and
decisions regarding the foregoing matters; (5) assisting in the preparation of a
written record of the factors considered by Trustees relating to the approval
and renewal of advisory and sub-advisory agreements; and (6) recommending to the
Trustees specific steps to be taken by them regarding the renewal process,
including, for example, proposed schedules of meetings by the Trustees. The
Contracts Committee is not responsible for making substantive recommendations
whether to approve, renew, reject or modify agreements or plans. The Contracts
Committee operates pursuant to a Charter approved by the Board. The Contracts
Committee currently consists of five Independent Trustees: Messrs. Boyer, May,
Patton, Vincent and Wedemeyer. Mr. Vincent serves as Chairperson of the
Committee. The Contracts Committee held two (2) meetings during the fiscal year
ended February 28, 2005.

HOW OFTEN DOES THE BOARD MEET?

The Board currently conducts regular meetings seven (7) times a year. The
Audit and Valuation and Proxy Voting Committees meet regularly four (4) times
per year, the Investment Review Committee meets regularly six (6) times a year,
the Contracts Committee meets regularly seven (7) times a year and the remaining
Committees meet as needed. In addition, the Board or the Committees may hold
special meetings by telephone or in person to discuss specific matters that may
require action prior to the next regular meeting. During the fiscal year ended
February 28, 2005, the Board held fourteen (14) meetings, including regularly
scheduled and special meetings. No Trustee attended less than 75% of the Trust's
Board meetings or meetings of Committees on which a Trustee served.

WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?

Each Independent Trustee receives a fee, allocated among the ING Funds for
which he or she serves as a Director/Trustee, which consists of an annual
retainer

component and a per meeting fee component. Each Independent Trustee is
reimbursed for expenses incurred in connection with each meeting of the Board or
any Committee meeting attended.

The Trust currently pays each Independent Trustee a pro rata share, as
described below, of: (i) an annual retainer of $45,000 (Mr. Patton, as
Chairperson, receives an annual retainer of $75,000); (ii) an additional annual
retainer of $20,000 each to the Audit Committee Chairperson and the Investment
Review Committee Chairpersons; (iii) an additional retainer of $15,000 to the
Contracts Committee Chairperson; (iv) an additional retainer of $10,000 each to
the Valuation and Proxy Voting Committee and Compliance Committee Chairpersons;
(v) an additional retainer of $2,500 to the Nominating and Governance Committee
Chairperson (the Chairperson of the Nominating and Governance Committee is paid
on a quarterly basis and only if the Committee has been active. The compensation
per quarter to the Chairperson is $625, which if the Committee has been active
for all four quarters will result in the Chairperson receiving the full annual
retainer of $2,500.); (vi) $7,000 for each in person meeting of the Board; (vii)
$3,000 for attendance at any Committee meeting; (viii) $1,000 for meeting
attendance as a chairperson; (ix) $2,000 per telephonic meeting; and (x)
out-of-pocket expenses. The pro rata share paid by the Trust is based on the
Trust's average net assets as a percentage of the average net assets of all the
funds managed by the Adviser and its affiliates for which the Trustees serve in
common as Directors/Trustees.

The Trustees who are "interested persons" of the Trust receive no
compensation from the Trust.

The following table has been provided to the Trust by the Adviser and its
affiliates and sets forth information regarding the compensation paid to the
Trustees for the Trust's fiscal year ended February 28, 2005 for service on the
Boards of the ING Funds complex.

PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION
ACCRUED AS ANNUAL FROM TRUST
AGGREGATE PART OF BENEFITS AND FUND
COMPENSATION TRUST UPON COMPLEX PAID
NAME OF TRUSTEE FROM TRUST EXPENSES RETIREMENT(1) TO TRUSTEES(2)
---------------------- ------------ ---------- ------------- --------------

John V. Boyer(3) $ 497 N/A N/A $ 10,000
Paul S. Doherty(4) $ 17,112 N/A N/A $ 267,000(6)
J. Michael Earley $ 4,279 N/A N/A $ 79,000
R. Barbara Gitenstein $ 5,090 N/A N/A $ 93,000
Patrick W. Kenny(3) $ 497 N/A N/A $ 10,000

Walter H. May $ 6,200 N/A N/A $ 113,250
Thomas J. McInerney(5) $ 0 N/A N/A $ 0
Jock Patton $ 5,974 N/A N/A $ 109,250
David W.C. Putnam $ 4,696 N/A N/A $ 85,000
Blaine E. Rieke(4) $ 16,882 N/A N/A $ 263,000(6)
John G. Turner(5) $ 0 N/A N/A $ 0
Roger B. Vincent $ 5,408 N/A N/A $ 99,000
Richard A. Wedemeyer $ 5,421 N/A N/A $ 99,000

(1) The ING Funds have adopted a retirement policy under which a Trustee who
has served as an Independent Trustee for five years or more will be paid
by the ING Funds at the time of his or her retirement an amount equal to
twice the compensation normally paid to the Independent Trustee for one
year of service. The amount reflected is compensation from all Funds in
the Fund Complex.

(2) Trustee compensation includes compensation paid by Funds that are not
discussed in this Proxy

(3) Commenced services as Trustee on January 1, 2005. Prior to January 1,
2005, Messrs. Boyer and Kenny were members of the Board of Directors of
ING Partners, Inc. On January 1, 2005, the ING Partners, Inc. Board of
Directors was unified with the Board of the other Funds in the ING Complex
of Funds under the purview of the Board.

(4) Retired as a Trustee on December 31, 2004.

(5) An "interested person," as defined in the 1940 Act, because of his
affiliation with ING Groep N.V., the parent corporation of the Investment
Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor,
LLC.

(6) Pursuant to the retirement policy adopted by the ING Funds, Messrs.
Doherty and Rieke were each paid $182,000 upon their retirement from the
Boards of Directors/Trustees of the ING Funds.

WHO ARE THE OFFICERS OF THE TRUST?

The Trust's officers are elected annually by the Board and hold office
until they resign, are removed or are otherwise disqualified to serve. The chart
below lists the officers of the Trust. The address for the officers of the Trust
is 7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034.

NAME AND POSITIONS HELD WITH TERM OF OFFICE AND PRINCIPAL OCCUPATION(S)
AGE THE TRUST LENGTH OF TIME SERVED(1) DURING THE LAST FIVE YEARS
--------------------- --------------------- ------------------------ -------------------------------------------

JAMES M. HENNESSY President and Chief February 2001 - Present President and Chief Executive Officer, ING
Executive Officer Investments, LLC(2) (December 2000 -
Age: 56 Present). Formerly, Senior Executive Vice
Chief Operating July 2000 - Present President and Chief Operating Officer, ING
Officer Investments, LLC(2) (April 1995 - December
2000); and Executive Vice President, ING
Investments, LLC(2) (May 1998 - June 2000).

MICHAEL J. ROLAND Executive Vice February 2002 - Present Executive Vice President (December 2001 -
President Present) and Chief Compliance Officer
Age: 46 (October 2004 - Present), ING Investments,
LLC(2). Formerly, Chief Financial Officer
and Treasurer, ING Investments, LLC(2)
(December 2001 - March 2005); Senior Vice
President, ING Investments, LLC(2) (June
1998 - December 2001).

STANLEY D. VYNER Executive Vice August 2003 - Present Executive Vice President, ING Investments,
President LLC(2) (July 2000 - Present); and Chief
Age: 54 Investment Risk Officer (January 2003 -
Present). Formerly, President and Chief
Executive Officer of the International
Portfolios, ING Investments, LLC(2) (August
1996 - August 2000).

JOSEPH M. O'DONNELL Chief Compliance November 2004 - Present Chief Compliance Officer of the ING Funds
Officer (November 2004 - Present). Formerly, Vice
Age: 50 President, Chief Legal Counsel, Chief
Compliance Officer and Secretary of Atlas
Securities, Inc., Atlas Advisers, Inc. and
Atlas Funds (October 2001 - October 2004);
and Chief Operating Officer and General
Counsel of Matthews International Capital
Management LLC and Vice President and
Secretary of Matthews International Funds
(August 1999 - May 2001).

TODD MODIC Senior Vice March 2005 - Present Senior Vice President, ING Funds Services,
President, LLC(3) (April 2005 - Present). Formerly,
Age: 37 Chief/Principal Vice President, ING Fund Services, LLC(3)
Financial Officer (September 2002 - March 2005); Director of
and Assistant Financial Reporting, ING Investments,
Secretary LLC(2) (March 2001 - September 2002) and
Director of Financial Reporting, Axient
Communications, Inc. (May 2000 - January
2001).

ROBERT S. NAKA Senior Vice November 1999 - Present Senior Vice President (August 1999 -
President Present) and Assistant Secretary, (October
Age: 41 Assistant Secretary July 1996 - Present 2001 - Present) ING Funds Services, LLC(3).

DANIEL NORMAN Senior Vice April 1995 - Present Senior Vice President (April 1995 -
President Present) and Senior Investment Manager in
Age: 47 June 1997 - Present the Senior Floating Rate Loan Group
Treasurer (November 1999 - Present) ING
Investment Management Co.

JEFFREY A. BAKALAR Senior Vice President November 1999 - Present Senior Vice President and Senior Investment
Manager in the Senior Floating Rate Loan
Age: 45 Group, ING Investment Management Co.
(November 1999 - Present).

ELLIOT ROSEN Senior Vice President May 2002 - Present Senior Vice President in the Senior
Floating Rate Loan Group, ING Investment
Age: 52 Management Co. (February 1999 -
Present).
WILLIAM H. RIVOIR III Senior Vice February 2001 - Present Vice President, ING Investment Management
President and Co. (January 2004 - Present).
Age: 54 Assistant Secretary Formerly, Counsel, ING USFS Law Department
(January 2003 - December 2003); and Senior
Vice President, ING Investments, LLC(2)
(June 1998 - December 2002).

CURTIS F. LEE Senior Vice February 2001 - Present Senior Vice President and Chief Credit
President and Chief Officer in the Senior Floating Rate Loan
Age: 51 Credit Officer Group, ING Investment Management Co.
(January 2001 - Present). Formerly,
Vice President and Senior Credit Officer in
the Senior Floating Rate Loan Group, ING
Investment Management Co. (September 1999 -
January 2001).

KIMBERLY A. ANDERSON Senior Vice November 2003 - Present Senior Vice President, ING Investments,
President LLC(2) (October 2003 - Present). Formerly,
Age: 40 Vice President and Assistant Secretary, ING
Investments, LLC(2) (October 2001 - October
2003); and Assistant Vice President, ING
Funds Services, LLC(3) (November 1999 -
January 2001).

ROBYN L. ICHILOV Vice President November 1997 - Present Vice President, ING Funds Services, LLC(3)
(October 2001 - Present) and ING
Age: 37 Investments, LLC(2) (August 1997 - Present).

LAUREN D. BENSINGER Vice President August 2003 - Present Vice President and Chief Compliance
Officer, ING Funds Distributor, LLC(4)
Age: 51 (July 1995 - Present); and Vice
President, ING Investments, LLC(2)
(February 1996 - Present). Formerly,
Chief Compliance Officer, ING Investments,
LLC(2) (October 2001 - October 2004).

MARIA M. ANDERSON Vice President September 2004 - Present Vice President, ING Funds Services, LLC(3)
(September 2004 - Present). Formerly,
Age: 46 Assistant Vice President, ING Funds
Services, LLC(3) (October 2001 - September
2004); and Manager of Fund Accounting and
Fund Compliance, ING Investments, LLC(2)
(September 1999 - October 2001).

MARY A. GASTON Vice President March 2005 - Present Vice President, ING Fund Services, LLC(3)
(April 2005 - Present). Formerly,
Age: 39 Assistant Vice President, Financial
Reporting, ING Investments, LLC(2) (April
2004 - April 2005); Manager, Financial
Reporting, ING Investments, LLC(2) (August
2002 - April 2004); and Controller Z Seven
Fund, Inc. and Ziskin Asset Management,
Inc. (January 2000 - March 2002).

SUSAN P. KINENS Assistant Vice February 2003 - Present Assistant Vice President, ING Funds
President Services, LLC(3) (December 2002 - Present);
Age: 28 and has held various other positions with
ING Funds Services, LLC(3) for more than
the last five years.

KIMBERLY K. PALMER Assistant Vice September 2004 - Present Assistant Vice President, ING Funds
President Services, LLC(3) (August 2004 - Present).
Age: 48 Formerly, Manager, Registration Statements,
ING Funds Services, LLC(3) (May 2003 -
August 2004); Associate Partner, AMVESCAP
PLC (October 2000 - May 2003); and Director
of Federal Filings and Blue Sky Filings,
INVESCO Funds Group, Inc. (March 1994 - May
2003).

HUEY P. FALGOUT, JR. Secretary August 2003 - Present Chief Counsel, ING Americas, U.S. Legal
Services (September 2003 - Present).
Age: 41 Formerly, Counsel, ING Americas, U.S. Legal
Services (November 2002 - November 2003);
and Associate General Counsel, AIG American
General (January 1999 - November 2002).

THERESA K. KELETY Assistant Secretary August 2003 - Present Counsel, ING Americas, U.S. Legal Services
(April 2003 - Present). Formerly Senior
Age: 42 Associate with Shearman & Sterling
(February 2000 - April 2003).

ROBIN R. NESBITT Assistant Secretary September 2004 - Present Supervisor, Board Operations, ING Funds
Services, LLC(3) (August 2003 - Present).
Age: 31 Formerly, Senior Legal Analyst, ING Funds
Services, LLC(3) (August 2002 - August
2003); Associate, PricewaterhouseCoopers
(January 2001 - August 2001); and
Paralegal, McManis, Faulkner & Morgan (May
2000 - December 2000).

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

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

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

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

WHAT ARE OFFICERS PAID FOR THEIR SERVICES?

The Trust does not pay its officers for the services they provide to the
Trust. Instead, the officers, who are also officers or employees of the Adviser
or its affiliates, are compensated by the Adviser or its affiliates.

WHO ARE THE TRUST'S ADVISERS, DISTRIBUTOR AND ADMINISTRATOR?

ING Investments, LLC serves as the investment adviser to the Trust, ING
Funds Distributor, LLC serves as the Trust's distributor and ING Funds Services,
LLC serves as the Trust's administrator. The principal office of the investment
adviser, the distributor and the administrator is 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034. ING Investment Management Co. (formerly Aeltus
Investment Management, Inc.) serves as sub-adviser to the Trust. The principal
office of the sub-adviser is 10 State House Square, Hartford, Connecticut

06103. The investment adviser, the sub-adviser, the distributor and the
administrator are all indirect, wholly-owned subsidiaries of ING Groep N.V. and
are affiliated with one another.

WHO ARE THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS?

The accounting firm of KPMG currently serves as the independent auditor
for the Trust. The Board has selected KPMG as the independent auditor to examine
and report on the financial statements of the Trust for the fiscal year ending
February 28, 2006.

The following table shows fees paid to KPMG for professional audit
services during the Trust's most recent fiscal years ended February 28, 2005 and
February 29, 2004, as well as, fees billed for other services rendered by KPMG
to the Trust.

2005 2004
------- -------

Audit Fees (1) $63,490 $72,207
Audit-Related Fees (2) $33,600 $28,100
Tax Fees (3) $20,491 $ 4,000
All Other Fees (4) $ 3,000 $ 2,500

(1) Audit fees consist of fees billed for professional services rendered for
the audit of the Trust's year-end financial statements and services that
are normally provided by KPMG in connection with statutory and regulatory
filings.

(2) Audit-related fees consist principally of fees billed for assurance and
related services that are reasonably related to the performance of the
audit or review of the Trust's consolidated financial statements and are
not reported under "Audit Fees." These services include attest services
that are not required by statute or regulation and consultations
concerning financial accounting and reporting standards.

(3) Tax fees consist of fees billed for professional services for tax
compliance. These services include assistance regarding federal, state,
and local tax compliance.

(4) All other fees would include fees for products and services other than the
services reported above, including those related to the review and
issuance of consents on various SEC filings.

The aggregate non-audit fees billed by KPMG for services rendered to the
Trust, the Adviser, and any entity controlling, controlled by, or under common
control with the Adviser that provides ongoing services to the Trust for the
fiscal years ended February 28, 2005 and February 29, 2004 were $427,330 and
$340,873, respectively.

All of the services described in the table above were approved by the
Audit Committee pursuant to pre-approval policies and procedures adopted by the
Committee. Pursuant to such policies and procedures, the Audit Committee
pre-approves: (i) all audit and non-audit services to be rendered to the Trust
by KPMG;

and (ii) all non-audit services impacting the operations and financial reporting
of the Trust provided by KPMG to the Adviser or any affiliate thereof that
provides ongoing services to the Trust (collectively, "Covered Services"). The
Audit Committee has adopted pre-approval procedures authorizing one or more
members of the Audit Committee to pre-approve from time to time, on behalf of
the Audit Committee, all Covered Services to be provided by KPMG which are not
otherwise pre-approved at a meeting of the Audit Committee, provided that such
delegate reports to the full Audit Committee at its next regularly scheduled
meeting. The pre-approval procedures do not include delegation of the Audit
Committee's responsibilities to management. Pre-approval has not been waived
with respect to any of the services described above since the date on which the
Audit Committee adopted its current pre-approval procedures.

The Audit Committee of the Board will periodically consider whether KPMG's
receipt of non-audit fees from the Trust, the Adviser and all entities
controlling, controlled by, or under common control with the Adviser that
provide services to the Trust is compatible with maintaining the independence of
KPMG.

KPMG has advised the Trust that neither KPMG nor any of its partners has
any direct or material indirect financial interest in the Trust. Representatives
of KPMG are not expected to be at the Annual Meeting but have been given the
opportunity to make a statement if they wish, and will be available
telephonically should any matter arise requiring their participation.

GENERAL INFORMATION

WHAT HAPPENS TO MY PROXY ONCE I VOTE IT?

The Board has named Robert S. Naka, Huey P. Falgout, Jr. and Jeffrey A.
Bakalar as proxies of the Trust. If you follow the instructions when you vote,
your proxies will vote your shares as you have directed. If you submit your
Proxy Ballot but do not vote on any Proposal, your proxies will vote on that
Proposal as recommended by the Board.

WHAT IF A PROPOSAL THAT IS NOT IN THE PROXY STATEMENT COMES UP AT THE ANNUAL
MEETING?

If any other matter is properly presented, your proxies will vote in
accordance with their best judgment. At the time this Proxy Statement was
printed, the Board knew of no matter that needed to be acted on at the Annual
Meeting other than those discussed in this Proxy Statement.

I WANT TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON. HOW DO I DO THIS?

The Annual Meeting will be held at 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034. If you attend the Annual Meeting and wish to
vote in person, you will be given a ballot at the meeting. However, if your
shares are held in the name of your broker, bank or other nominee, you must
bring a letter from the nominee indicating that you are the beneficial owner of
the shares on the Record Date and authorizing you to vote. If you expect to
attend the Annual Meeting in person, please notify the Trust by calling
1-800-992-0180.

WHAT ARE MY VOTING RIGHTS AND THE QUORUM REQUIREMENTS?

Each share of each class of the Trust is entitled to one vote.
Shareholders of the Trust at the close of business on the Record Date will be
entitled to be present and to give voting instructions for the Trust at the
Annual Meeting and any adjournments thereof with respect to their shares owned
as of the Record Date. A majority of the outstanding shares of the Trust on the
Record Date entitled to vote for each Proposal, present in person or represented
by proxy, must be present to constitute a quorum.

If a quorum is not present at the Annual Meeting, or if a quorum is
present but sufficient votes to approve any or all of the Proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Annual Meeting to permit further solicitation of proxies. A shareholder vote
may be taken on one or more of the Proposals in this Proxy Statement prior to
any adjournment if sufficient votes have been received with respect to a
Proposal. Any adjournment will require the affirmative vote of a majority of
those shares represented at the Annual Meeting in person or by proxy. The
persons named as proxies will vote in favor of such

adjournment those proxies which they are entitled to vote in favor of any
Proposal that has not been adopted, will vote against any adjournments those
proxies required to be voted against any Proposal that has not been adopted, and
will not vote any proxies that direct them to abstain from voting on such
Proposals.

The Trust expects that, before the Annual Meeting, broker-dealer firms
holding shares of the Trust in "street name" for their customers will request
voting instructions from their customers and beneficial owners. If these
instructions are not received by the date specified in the broker-dealer firms'
proxy solicitation materials, the Trust understands that the broker-dealers that
are members of the New York Stock Exchange may vote on the items to be
considered at the Annual Meeting on behalf of their customers and beneficial
owners under the rules of the New York Stock Exchange.

If a shareholder abstains from voting as to any matter, or if a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on a matter,
then the shares represented by such abstention or non-vote will be considered to
be present at the Annual Meeting for purposes of determining the existence of a
quorum. A plurality of the votes duly cast is required for the election of a
Trustee (i.e., the nominee receiving the greatest number of votes will be
elected). Abstentions and broker non-votes therefore will not have an effect on
the election of a Trustee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act, as applied to the Trust, require the Trust's
officers, Trustees, investment adviser, affiliates of the investment adviser,
and persons who beneficially own more than 10% of a registered class of the
Trust's outstanding securities ("Reporting Persons"), to file reports of
ownership of the Trust's securities and changes in such ownership with the SEC
and the New York Stock Exchange. Such persons are required by the U.S.
Securities and Exchange Commission (the "SEC") regulations to furnish the Trust
with copies of all such filings.

Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons, the Trust believes that
during the fiscal year ended February 28, 2005, its Reporting Persons complied
with all applicable filing requirements.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES.

Shareholders may send other communications to the Board of Trustees, a
Committee thereof, or an individual Director. Such communications should be sent
to the Trust's Secretary at the address on the front of this Proxy Statement.

WHAT IS THE DEADLINE FOR SUBMITTING A SHAREHOLDER PROPOSAL FOR THE TRUST'S 2006
ANNUAL MEETING?

It is anticipated that the next annual meeting of the Trust will be held
in June 2006 but the exact date, time and location of such meeting have yet to
be determined. Any proposals of shareholders that are intended to be presented
at the Trust's next annual meeting must be in writing and received at the
Trust's principal executive offices no later than January 12, 2006, in order for
the proposal to be considered for inclusion in the Trust's proxy statement for
that meeting. The submission of a proposal does not guarantee its inclusion in
the Trust's proxy statement or presentation at the meeting.

In addition, pursuant to relevant SEC proxy rules, a company may use
discretionary voting authority to vote on matters coming before an annual
meeting of shareholders if the company does not have notice of the matter at
least 45 days before the date corresponding to the date on which the company
first mailed its proxy materials for the prior year's annual meeting of
stockholders or the date specified by an overriding advance notice provision in
the company's bylaws. As the Trust's bylaws do not contain such an advance
notice provision, for the Trust's 2006 Annual Meeting of shareholders,
shareholders must submit to the Trust written notice of a shareholder proposal
on or before March 28, 2006.

PLEASE VOTE BY RETURNING YOUR PROXY BALLOT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.

/s/ Huey P. Falgout, Jr.

Huey P. Falgout, Jr.
Secretary

May 12, 2005

ING PRIME RATE TRUST- COMMON SHARES

ANNUAL MEETING OF SHAREHOLDERS SCHEDULED FOR JUNE 16, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby instructs Robert S. Naka, Huey P. Falgout, Jr. or Jeffrey
A. Bakalar (Proxies), or any of them, with full power of substitution in each of
them, to vote the shares held by him or her at the Annual Meeting of
shareholders (the "Annual Meeting") of the ING Prime Rate Trust (the "Trust") to
be held at: 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, on
June 16, 2005, at 10:00 a.m., Local time and at any adjournment(s) or
postponement(s) thereof, in the manner directed on the reverse side with respect
to the matters referred to in the Proxy Statement for the Annual Meeting,
receipt of which is hereby acknowledged, and in the Proxies' discretion, upon
such other matters as may properly come before the meeting or any adjournment(s)
or postponement(s) thereof.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE STRONGLY
URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY BALLOT AS SOON AS POSSIBLE.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

Please vote, sign and date this Proxy Ballot and return it in the enclosed
envelope. These voting instructions will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS VOTING INSTRUCTION WILL BE VOTED "FOR" ALL
PROPOSALS.

Date _______________________________, 2005

_________________________________________________________________
| |
|_________________________________________________________________|
Signature(s) (if held jointly) (sign in box)

This Proxy Ballot must be signed exactly as your name(s) appears
hereon. If as an attorney, executor, guardian or in some representative
capacity or as an officer of a corporation, please add title(s) as
such. Joint owners must each sign.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.

FOR ALL
VOTE ON TRUSTEES FOR ALL WITHHOLD ALL EXCEPT
---------------- ------- ------------ -------

1. To elect nine members of the Board of Trustees to [ ] [ ] [ ]
represent the interests of the holders of Common
Shares of the Trust until the election and
qualification of their successors.

(1) John V. Boyer, (2) J. Michael Earley, (3) R.
Barbara Gitenstein, (4) Patrick W. Kenny, (5) Thomas
J. McInerney, (6) David W.C. Putnam, (7) John G.
Turner, (8) Roger B. Vincent, and (9) Richard A.
Wedemeyer.

2. Not Applicable

To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.

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THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED

ING PRIME RATE TRUST- AUCTION RATE CUMULATIVE PREFERRED SHARES
SERIES M, T, W, TH AND F

ANNUAL MEETING OF SHAREHOLDERS SCHEDULED FOR JUNE 16, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

Date _______________________________, 2005

_________________________________________________________________
| |
|_________________________________________________________________|
Signature(s) (if held jointly) (sign in the box)

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.

FOR ALL
VOTE ON TRUSTEES FOR ALL WITHHOLD ALL EXCEPT
---------------- ------- ------------ -------

1. Not Applicable

2. To elect two members of the Board of Trustees to [ ] [ ] [ ]
represent the interests of the holders of Auction Rate
Cumulative Preferred Shares - Series M, T, W, TH and F
of the Trust - until the election and qualification of
their successors.

(1) Walter H. May and (2) Jock Patton

To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.

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THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED