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 18, 2006

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 14, 2006 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 ten 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

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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 14, 2006, at 7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034,
for the following purposes:

1. To elect ten 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 March 30, 2006 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 18, 2006

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 18, 2006

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

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 14, 2006

(This page intentionally left blank)

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 18, 2006 to you and all other
shareholders. The Board is soliciting your vote for the annual meeting of
shareholders of the Trust (the "Annual Meeting").

The words "you" and "your" are 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.

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 ten members of the Board to represent Yes No
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 to represent No Yes
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.

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
March 30, 2006 (the "Record Date") are eligible to vote. As of the Record Date,
the Trust had 162,433,560.641 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
March 30, 2006, no person owned beneficially more than 5% of any class of shares
of the Trust.

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 14, 2006, 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,
2006 AND THE TRUST'S SEMI-ANNUAL REPORT FOR THE PERIOD ENDED AUGUST 31, 2005 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 ten 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 elected by holders of Common Shares.

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

The Board nominated ten individuals as Trustees of the Common Shares of the
Trust, including eight of the individuals who currently serve as Trustees of the
Common Shares of the Trust, one of the individuals who currently serves as a
Trustee of the Preferred Shares of the Trust and one new nominee. 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. Shareholders do not have appraisal
rights in connection with the proposal in this proxy statement and there is no
cumulative voting for the election of Trustees.

WHO ARE THE COMMON NOMINEES?

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

John V. Boyer
Patricia W. Chadwick
J. Michael Earley
R. Barbara Gitenstein
Patrick W. Kenny
Shaun P. Mathews
Walter H. May
Sheryl K. Pressler
David W.C. Putnam
John G. Turner

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 DIRECTORSHIPS/
HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY TRUSTEESHIPS
NAME AND AGE TRUST SERVED(1) DURING THE PAST 5 YEARS TRUSTEE(2) HELD BY TRUSTEE
------------ ----------- ---------- ----------------------- ------------- --------------------

INDEPENDENT TRUSTEES
JOHN V. BOYER Trustee January President and Chief Executive 174 None.
2005 - Officer, Franklin and Eleanor
Age: 52 Present Roosevelt Institute (March 2006
- Present). Formerly,
Executive Director, The Mark
Twain House & Museum(3)
(September 1989 - November 2005).

PATRICIA W. CHADWICK(4) Trustee January Consultant and President of 174 None.
2006 - self-owned company, Ravengate
Age: 57 Present Partners LLC (January 2000 -
Present).

J. MICHAEL EARLEY Trustee February President and Chief Executive 174 None.
2002 - Officer, Bankers Trust Company,
Age: 61 Present N.A. (June 1992 - Present).

R. BARBARA GITENSTEIN Trustee February President, College of New 174 None.
2002 - Jersey (January 1999 -
Age: 58 Present Present).

PATRICK W. KENNY Trustee January President and Chief Executive 174 Assured Guaranty Ltd.
2005 - Officer, International (November 2003 - Present).
Age: 63 Present Insurance Society (June 2001 -
Present).

WALTER H. MAY Trustee November Retired. 174 BestPrep (September 1991 -
1999 - Present).
Age: 69 Present

SHERYL K. PRESSLER(4) Trustee January Consultant (May 2001 - 174 Stillwater Mining Company
2006 - Present). . (May 2002 - Present);
Age: 55 Present California HealthCare
Foundation (June 1999 -
Present); and
Romanian-American Enterprise
Fund (February 2004 -
Present).

DAVID W.C. PUTNAM Trustee November President and Director, F.L. 174 Principled Equity Market
1999 - Putnam Securities Company, Inc. Trust (December 1996 -
Age: 66 Present (June 1978 - Present). Present); and Asian American
Bank and Trust Company (June
1992 - Present).

Trustees who are "Interested Persons"

SHAUN P. MATHEWS(5) Trustee N/A President, ING USFS Mutual 0(6) The Mark Twain House &
Funds and Investment Products Museum (September 2002 -
Age: 50 (October 2004 - Present). Present); Connecticut Forum
Formerly, CMO, ING USFS (April (May 2002 - Present);

2002 - October 2004), and Head Capital Community College
of Rollover/Payout (October Foundation (February 2002 -
2001 - December 2003). Present); ING Services
Holding Company, Inc. (May
2000 - Present); Southland
Life Insurance Company (June
2002 - Present); and ING
Capital Corporation, LLC,
ING Funds Distributor, LLC,
ING Funds Services, LLC, ING
Investments, LLC and ING
Pilgrim Funding, Inc. (March
2006 - Present).

JOHN G. TURNER(5) Trustee September Retired. Formerly, Vice 174 Hormel Foods Corporation
2000 - Chairman of ING Americas (March 2000 - Present);
Age: 66 Present (September 2000 - January ShopKo Stores, Inc. (August
2002); Director of ReliaStar 1999 - Present); and
Life Insurance Conseco,

Company of New York (April 1975 Inc. (September 2003 -
- December 2001); and Chairman Present).
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 conclusion of the first regularly
scheduled 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 Global
Advantage and Premium Opportunity Fund; ING Global Equity Dividend and
Premium Opportunity Fund; ING Investment Funds, Inc.; ING Investors Trust;
ING Mayflower Trust; ING Mutual Funds; ING Partners, Inc.; ING Prime Rate
Trust; ING Senior Income Fund; USLICO Series Fund; ING Variable Insurance
Trust; ING Variable Products Trust; and ING VP Natural Resources Trust. The
number of Funds in the Fund Complex is as of February 28, 2006.

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

(4) Commenced service as a Trustee on January 18, 2006.

(5) Messrs. Mathews and Turner are "interested persons" of the Trust, as
defined by the 1940 Act, because of their affiliation with ING Groep N.V.,
the parent corporation of the Adviser, ING Investments, LLC and the
Distributor, ING Funds Distributor LLC.

(6) Mr. Mathews is also being considered for election to the Boards of Trustees
of ING Global Advantage and Premium Opportunity Fund and ING Global Equity
Dividend

and Premium Opportunity Fund at their respective annual
shareholder meetings. In the event that the shareholders of each Fund,
including the Fund subject to this Proxy, vote to elect Mr. Mathews to
their Boards of Trustees, Mr. Mathews will oversee 3 Funds in the "Fund
Complex."

Richard A. Wedemeyer is also currently a member of the Trust's Board of
Trustees. However, pursuant to the retirement policy adopted by the Board, Mr.
Wedemeyer will retire as a Trustee on May 25, 2006 and is not being considered
for election as a Trustee of the Trust. The following table sets forth
information concerning Mr. Wedemeyer. The address for Mr. Wedemeyer is 7337 E.
Doubletree Ranch Road, Scottsdale, Arizona 85258-2034.

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

INDEPENDENT TRUSTEE

RICHARD A. WEDEMEYER Trustee February Retired. 174 American
2001 - Formerly, Vice Independence
Age: 70 Present President-Finance and Funds Trust
Administration, The (July 2005 -
Channel Corporation, an Present).
importer of specialty
aluminum alloys in
semi-fabricated form
(June 1996 - April 2002).

----------
(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 Independent Trustee shall
retire from service as a Trustee at the conclusion of the first regularly
scheduled 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.

Funds; ING Partners, Inc.; ING Prime Rate Trust; ING Senior Income Fund;
USLICO Series Fund; ING Variable Insurance Trust; ING Variable Products
Trust; and ING VP Natural Resources Trust. The number of Funds in the Fund
Complex is as of February 28, 2006.

Please read the section "Further Information About the Trustees and
Officers" starting on page 15 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 each has consented to continue
to serve as a Trustee if elected by holders of Preferred Shares.

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

The Board nominated two individuals as Trustees of the Preferred Shares,
including one of the individuals who currently serves as Trustee of the
Preferred Shares of the Trust and one of the individuals who currently serves as
a Trustee of the Common 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. Shareholders do not have
appraisal rights in connection with the proposal in this proxy statement and
there is no cumulative voting for the election of Trustees.

WHO ARE THE PREFERRED NOMINEES?

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

Jock Patton
Roger B. Vincent

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.

INDEPENDENT TRUSTEES

JOCK PATTON Chairman August Private Investor (June 174 JDA Software
and Trustee 1995 - 1997 - Present). Group, Inc.
Age: 60 Present Formerly, Director and (January 1999 -
Chief Executive Officer, Present); and
Rainbow Multimedia Group, Swift
Inc. (January 1999 - Transportation
December 2001). Co.(March 2004 -
Present).

ROGER B. VINCENT Trustee February President, Springwell 174 AmeriGas
2002 - Corporation, a Propane, Inc.
Age: 60 Present privately-held corporate (January 1998 -
finance advisory firm Present); and
(March 1989 - Present). UGI Corporation
(February 2006-
Present).

----------
(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 Independent Trustee shall
retire from service as a Trustee at the conclusion of the first regularly
scheduled 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. 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 Global Advantage and Premium Opportunity Fund; ING Global Equity
Dividend and Premium Opportunity Fund; ING Investment Funds, Inc.;
ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING
Partners, Inc.; ING Prime Rate Trust; ING Senior Income Fund; USLICO
Series Fund; ING Variable Insurance Trust; ING Variable Products
Trust; and ING VP Natural Resources Trust. The number of Funds in the
Fund Complex is as of February 28, 2006.

Please read the section "Further Information About the Trustees and
Officers" starting on page 15 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 are considered for election by shareholders on an annual
basis and 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 conclusion of the first regularly scheduled 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 case
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 March 30, 2006 no Trustee
owned 1% or more of the outstanding shares of any class of shares of the
Trust, and the Trustees and Executive Officers of the Trust 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, 2005.

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
Patricia W. Chadwick $0 $0
J. Michael Earley $0 $50,001 - $100,000
R. Barbara Gitenstein $0 $50,001 - $100,000
Patrick W. Kenny $0 $10,001 - $50,000(1)
Walter H. May $0 Over $100,000
Jock Patton $10,001 - $50,000 Over $100,000
Sheryl K. Pressler $0 $0
David W. C. Putnam Over $100,000 Over $100,000
Roger B. Vincent $0 Over $100,000 and
$10,001 - $50,000(1)
Richard A. Wedemeyer(2) $10,001 - $50,000 $50,001 - $100,000

TRUSTEES WHO ARE "INTERESTED PERSONS"

Shaun P. Mathews $0 $10,001 - $50,000 and
Over $100,000(3)
John G. Turner Over $100,000 Over $100,000

----------
(1) Held in a deferred compensation account.

(2) Pursuant to the retirement policy adopted by the Board, Mr. Wedemeyer
will retire as a Trustee on May 25, 2006 and is not being considered
for election as a Trustee of the Trust.

(3) Held in a deferred compensation account and/or a 401(k) account.

As of December 31, 2005, 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?

Although listed as a member of certain Committees, Mr. Wedemeyer will
retire as a Trustee on May 25, 2006, pursuant to the retirement policy
adopted by the Board, and is not being considered for election as a
Trustee of the Trust.

Following Mr. Wedemeyer's retirement, the affected Committees will
continue to operate with the members discussed below. No changes to the
composition of any Committee is contemplated at this time.

AUDIT COMMITTEE. The Audit Committee operates pursuant to a Charter
approved by the Board, a copy of which is attached as Appendix 1. The
Charter sets forth the responsibilities of the Audit Committee. The
functions of the Audit Committee include, among others, to meet 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 to meet with management concerning these matters,
among other things. The Audit Committee currently consists of five (5)
Trustees: Messrs. Earley, Kenny, Putnam, and Vincent and Ms. Pressler, 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 Audit Committee and Mr. Kenny has been designated as
the Audit Committee's financial expert under the Sarbanes-Oxley Act.
During the fiscal year ended February 28, 2006, the Audit 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 independent auditor, the
Trust's financial statements for the fiscal year ended February 28, 2006.
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 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, 2006, 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, 2007.

VALUATION, PROXY AND BROKERAGE COMMITTEE. The Board has a Valuation,
Proxy and Brokerage Committee whose functions include, among others,
reviewing the determination of the value of securities held by the Trust
for which market quotations are not readily available, overseeing
management's administration of proxy voting and overseeing the
effectiveness of the Adviser's compliance with changing regulations
regarding the allocation of brokerage for services other than

pure trade executions. The Valuation, Proxy and Brokerage Committee
operates pursuant to a Charter approved by the Board. The Valuation, Proxy
and Brokerage Committee currently consists of six (6) Independent
Trustees: Messrs. Boyer, May, Patton, and Wedemeyer, Ms. Chadwick and Dr.
Gitenstein. Mr. May serves as Chairperson of the Valuation, Proxy and
Brokerage Committee. During the fiscal year ended February 28, 2006, the
Valuation, Proxy and Brokerage Committee held four (4) meetings.

EXECUTIVE COMMITTEE. The Board has an Executive Committee whose
function is to act on behalf of the full Board between Board meetings when
necessary. The Executive Committee currently consists of two (2)
Independent Trustees and one (1) Trustee who is an "interested person" of
the Trust, as defined in the 1940 Act: Messrs. Patton, Turner and Vincent.
Mr. Patton serves as Chairperson of the Executive Committee. During the fiscal
year ended February 28, 2006, the Executive Committee held two (2) meetings.

NOMINATING AND GOVERNANCE COMMITTEE. The Board has established a
Nominating and Governance 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 Nominating and Governance 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. For further details regarding the
Nominating and Governance Committee's criteria for evaluating nominees
please refer to the Nominating and Governance Committee's Charter which is
attached as Appendix 2.

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.

During the fiscal year ended February 28, 2006, the Nominating and
Governance Committee, pursuant to its Charter, engaged the services of
Higdon Partners, a professional recruiting firm, to assist the Nominating
and Governance Committee in identifying and evaluating two potential
candidates to serve on the Board.

The Nominating and Governance Committee currently consists of five
(5) Trustees: Dr. Gitenstein and Messrs. Kenny, May, Patton 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. Dr. Gitenstein
serves as Chairperson of the Nominating and Governance Committee which
operates pursuant to a Charter approved by the Board, a copy of which is
attached as Appendix 2. The Charter is not available on the Trust's
website. The Nominating and Governance Committee held seven (7) meetings
during the fiscal year ended February 28, 2006.

INVESTMENT REVIEW COMMITTEE. The Board has established 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 Investment Review Committee for the international, balanced and
fixed-income funds currently consists of six (6) Independent Trustees:
Messrs. Boyer, May, Patton, and Wedemeyer, Ms. Pressler and Dr.
Gitenstein. Mr. Boyer serves as Chairperson of the
International/Balanced/Fixed-Income Investment Review Committee. The
International/Balanced/Fixed-Income Investment Review Committee operates
pursuant to a Charter approved by the Board. During the fiscal year ended
February 28, 2006, the International/Balanced/Fixed-Income Investment
Review Committee held six (6) meetings.

COMPLIANCE COMMITTEE. The Board has established a Compliance
Committee for the purpose of coordinating activities between the Board and
the Chief Compliance Officer ("CCO") of the Trust. The Compliance
Committee 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 Compliance Committee operates pursuant to a
Charter approved by the Board. The Compliance

Committee currently consists of five (5) Independent Trustees: Messrs.
Boyer, Earley, Kenny, Patton and Putnam. Mr. Kenny serves as Chairperson
of the Compliance Committee. During the fiscal year ended February 28,
2006, the Compliance Committee held seven (7) 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, including the Trust.
The responsibilities of the Contracts Committee, among other things,
include: (1) identifying the scope and format of information to be
provided by service 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 seven (7) Independent
Trustees: Messrs. Boyer, Kenny, May, Patton and Vincent, and Mses.
Chadwick and Pressler. Mr. Vincent serves as Chairperson of the Contracts
Committee. The Contracts Committee held eight (8) meetings during the
fiscal year ended February 28, 2006.

HOW OFTEN DOES THE BOARD MEET?

The Board currently conducts regular meetings eight (8) times a year.
The Audit and the Valuation, Proxy and Brokerage 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, 2006, the
Board held nine (9) 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 Trustee is reimbursed for expenses incurred in connection with
each meeting of the Board or any Committee attended. Each Independent
Trustee is compensated for his or her services according to a fee schedule
adopted by the

Board, and receives a fee that consists of an annual retainer and a
meeting fee component.

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 additional annual retainer of $30,000); (ii) an
additional annual retainer of $20,000 each to the Audit Committee 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, Proxy and Brokerage Committee
and Compliance Committee Chairpersons; (v) an additional retainer of
$10,000 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 $2,500, which, if the
Committee has been active for all four quarters, will result in the
Chairperson receiving the full annual retainer of $10,000.); (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, 2006 for
service on the Boards of the ING Funds complex.

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

John V. Boyer $ 7,893 N/A N/A $206,000
Patricia W. Chadwick(3) $ 226 N/A N/A $ 7,000
J. Michael Earley $ 6,909 N/A N/A $183,000
R. Barbara Gitenstein $ 6,376 N/A N/A $170,000
Patrick W. Kenny(4) $ 6,128 N/A N/A $158,000
Shaun P. Mathews(5) $ 0 N/A N/A $ 0
Walter H. May $ 7,145 N/A N/A $187,000
Thomas J. McInerney(5)(6) $ 0 N/A N/A $ 0

Jock Patton $ 9,651 N/A N/A $254,000
Sheryl K. Pressler(3) $ 322 N/A N/A $ 10,000
David W.C. Putnam $ 4,795 N/A N/A $127,000
John G. Turner(5) $ 0 N/A N/A $ 0
Roger B. Vincent(4) $ 8,739 N/A N/A $224,000
Richard A. Wedemeyer(7) $ 7,839 N/A $262,000 $205,000

----------
(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. A Trustee may elect to
receive payment of his or her retirement benefit in a lump sum or in
three substantially equal payments. If no such election is made the
retirement benefit will be paid in one lump sum. 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. As of February 28, 2006, the Fund Complex
consisted of 174 registered investment companies or series thereof.

(3) Commenced services as a Trustee on January 18, 2006.

(4) During fiscal year ended February 28, 2006, Messrs. Kenny and Vincent
deferred $15,468 and $19,510, respectively, of their compensation
payable by the Fund Complex.

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

(6) Resigned as a Trustee on April 28, 2006.

(7) Pursuant to the retirement policy adopted by the Board, Mr. Wedemeyer
will retire as a Trustee on May 25, 2006 and is not being considered
for election as a Trustee of the Trust.

ARE THE TRUSTEES REQUIRED TO ATTEND THE ANNUAL MEETING?

The Trust has no formal policy regarding Trustee attendance at
meetings of the Trust's shareholders. No Trustee was in attendance at the
prior year's annual meeting.

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.

POSITIONS HELD WITH TERM OF OFFICE AND PRINCIPAL OCCUPATION(S)
NAME AND 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 - Present).
Age: 57 Formerly, also served as Chief Operating Officer,
ING Investments, LLC(2) (December 2000 - March 2006).

JOSEPH M. O'DONNELL Executive Vice President March 2006 - Present Chief Compliance Officer ("CCO") of the ING Funds
(November 2004 - Present) and CCO of ING
Age: 51 Chief Compliance Officer November 2004 - Present Investments, LLC(2), ING Life Insurance and Annuity
Company and Directed Services, Inc. (March 2006 -
Present). Formerly, Vice 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).

ROBERT S. NAKA Executive Vice President March 2006 - Present Executive Vice President and Chief Operating
and Chief Operating Officer, ING Funds Services, LLC(3) and ING
Age: 42 Officer Investments, LLC(2) (March 2006 - Present); and
Assistant Secretary, ING Funds Services, LLC(3)
Assistant Secretary July 1996 - Present (October 2001 - Present). Formerly, Senior Vice
President (August 1999 - March 2006).

MICHAEL J. ROLAND Executive Vice President February 2002 - Present Executive Vice President, ING Investments, LLC(2)
(December 2001 - Present). Formerly, Chief
Age: 47 Compliance Officer, ING Investments, LLC(2), ING
Life Insurance and Annuity Company and Directed
Services, Inc. (October 2004 - December 2005); Chief
Financial Officer and Treasurer, ING Investments,
LLC(2) (December 2001 - March 2005); and Senior Vice
President, ING Investments, LLC(2) (June 1998 -
December 2001).

STANLEY D. VYNER Executive Vice President August 2003 - Present Executive Vice President, ING Investments, LLC(2)
(July 2000 - Present); and Chief Investment Risk
Age: 55 Officer (January 2003 - Present). Formerly, Chief
Investment Officer of the International Portfolios,
ING Investments, LLC(2) (August 2000 - January 2004).

TODD MODIC Senior Vice President, March 2005 - Present Senior Vice President, ING Funds Services, LLC(3)
Chief/Principal Financial (April 2005 - Present). Formerly, Vice President,
Age: 38 Officer and Assistant ING Fund Services, LLC(3) (September 2002 - March
Secretary 2005); and Director of Financial Reporting, ING
Investments, LLC(2) (March 2001 - September 2002).

DANIEL NORMAN Senior Vice President April 1995 - Present Senior Vice President (April 1995 - Present) and
Senior Investment Manager in the Senior Floating
Age: 48 Treasurer June 1997 - Present Rate Loan Group (November 1999 - Present), ING
Investment Management Co.

JEFFREY A. BAKALAR Senior Vice President November 1999 - Present Senior Vice President and Senior Portfolio Manager in
the Senior Floating Rate Loan Group, ING Investment
Age: 46 Management Co. (November 1999 - Present).

ELLIOT A. ROSEN Senior Vice President May 2002 - Present Senior Vice President in the Senior Floating Rate Loan
Group, ING Investment Management Co. (February 1999 -
Age: 52 Present).

WILLIAM H. RIVOIR III Senior Vice President February 2001 - Present Senior Vice President, ING Investment Management Co.
and Assistant Secretary (January 2004 - Present). Formerly, Counsel, ING USFS
Age: 55 Law Department (January 2003 - December 2003); and
Senior Vice President, ING Investments, LLC(2) (June
1998 - December 2002).

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

KIMBERLY A. ANDERSON Senior Vice President November 2003 - Present Senior Vice President and Assistant Secretary
(October 2003 - Present), ING Investments, LLC(2).
Age: 41 Formerly, Vice President, ING Investments, LLC(2)
(January 2001 - October 2003).

ROBYN L. ICHILOV Vice President November 1997 - Present Vice President and Treasurer, ING Funds Services,
LLC(3) (October 2001 - Present) and ING Investments,
Age: 38 LLC(2) (August 1997 - Present).

LAUREN D. BENSINGER Vice President August 2003 - Present Vice President and Chief Compliance Officer, ING
Funds Distributor, LLC(4) (July 1995 - Present); and
Age: 52 Vice President (February 1996 - Present) and
Director of Compliance (October 2004 - Present), ING
Investments, LLC(2). 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, Assistant
Age: 47 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, Assistant Vice
Age: 40 President, Financial Reporting, ING Funds Services,
LLC(3) (April 2004 - April 2005); Manager, Financial
Reporting, ING Funds Services, LLC(3) (August 2002 -
April 2004); and Controller Z Seven Fund, Inc. and
Ziskin Asset Management, Inc. (January 2000 - March
2002).

KIMBERLY K. PALMER Vice President March 2006 - Present Vice President, ING Funds Services, LLC(3) (March
2006 - Present). Formerly, Assistant Vice
Age: 49 President, ING Funds Services, LLC(3) (August 2004 -
March 2006), Manager, Registration Statements, ING
Funds Services, LLC(3) (May 2003 - August 2004);
Associate Partner, AMVESCAP PLC (October 2000 - May
2003); and Director of Federal Filings and Blue Sky
Filings, INVESCO Funds Group, Inc. (March 1994 - May
2003).

SUSAN P. KINENS Assistant Vice President February 2003 - Present Assistant Vice President, ING Funds Services, LLC(3)
(December 2002 - Present); and has held various
Age: 29 other positions with ING Funds Services, LLC(3) for
the last five years.

HUEY P. FALGOUT, JR. Secretary August 2003 - Present Chief Counsel, ING Americas, U.S. Legal Services
(September 2003 - Present). Formerly, Counsel, ING
Age: 42 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 Associate with
Age: 43 Shearman & Sterling (February 2000 - April 2003).

ROBIN R. NESBITT Assistant Secretary September 2004 - Present Counsel, ING Americas, U.S. Legal Services (April
2006 - Present). Formerly, Supervisor, Board
Age: 32 Operations, ING Funds Services, LLC(3) (August 2003
- April 2006); Senior Legal Analyst, ING Funds
Services, LLC(3) (August 2002 - August 2003); and
Associate, PricewaterhouseCoopers (January 2001 -
August 2001).

----------

(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 Pilgrim Group, Inc.,
which was previously known as Pilgrim Group, Inc. and before that was known
as Pilgrim America Group, Inc.

(4) ING Funds Distributor, LLC is the 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. 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, 2007.

The following table shows fees paid to KPMG for professional audit services
during the Trust's most recent fiscal years ended February 28, 2006 and February
28, 2005, as well as, fees billed for other services rendered by KPMG to the
Trust.

2006 2005
------- -------

Audit Fees (1) $65,000 $63,489
Audit-Related Fees (2) $24,200 $33,600
Tax Fees (3) $ 3,200 $20,368
All Other Fees (4) $ 3,150 $ 3,000

(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, 2006 and February 28, 2005 were $234,850 and
$427,330, respectively.

All of the services described in the table above were approved by the Audit
Committee pursuant to 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 approval procedures authorizing one or more members of the
Audit Committee to 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 Todd Modic and Huey P. Falgout, Jr. 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 either or both 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, 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, 2006, its Reporting Persons complied
with all applicable filing requirements. As a result of an internal review of
the procedures surrounding compliance with Section 16(a) of the 1934 Act and
Section 30(h) of the 1940 Act, certain employees of affiliated entities will be
added as Reporting Persons required to file Forms 3, 4 and 5 with respect to the
Trust. For this reason, the Trust has been advised that the following persons
have filed, or will be filing, Form 3 for the first time subsequent to the
required date, and Form 4, as applicable: Lydia Homer, Robert Crispin, J. Scott
Fox, Fredric Nelson, and Gregory McGreevey.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES.

Shareholders may send other communications to the Board of Trustees, a
Committee thereof, or an individual Trustee. 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 2007
ANNUAL MEETING?

It is anticipated that the next annual meeting of the Trust will be held in
June 2007 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 18, 2007, 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 2007 Annual Meeting of shareholders,
shareholders must submit to the Trust written notice of a shareholder proposal
on or before April 3, 2007.

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

Huey P. Falgout, Jr.
----------------------------------------
Secretary

May 18, 2006

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APPENDIX 1

CHARTER
OF THE
ING FUNDS
AUDIT COMMITTEE

A. ESTABLISHMENT OF THE COMMITTEE

The Audit Committees (collectively, the "Committee") of each of the Boards
of Directors/Trustees(1) (collectively, the "Board") of the ING Funds (each a
"Fund," collectively, the "Funds"(2)) set out on Exhibit A hereto, as such
exhibit may be amended from time to time, shall be governed in accordance with
this ING Funds Audit Committee Charter (this "Charter").

B. PURPOSE

The purpose of the Committee is to (1) oversee each Fund's accounting and
financial reporting processes and its internal controls; (2) oversee the quality
and objectivity of the Fund's financial statements and the independent audit of
those financial statements; and (3) act as a liaison between the Fund's
independent auditors and the full Board.

The function of the Committee is oversight. Management of the Funds is
responsible for the preparation, presentation and integrity of the Funds'
financial statements. Management also is responsible for maintaining appropriate
accounting and financial reporting principles and policies and internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible for
planning and carrying out proper audits and reviews of the Funds' financial
statements.

In fulfilling their responsibilities under this Charter, it is recognized
that members of the Committee are not employees of the Funds and are not, and do
not represent themselves to be, accountants or auditors by profession or experts
in the fields of accounting or auditing including in respect of auditor
independence. As such, it is not the duty or responsibility of the Committee or
its members to conduct "field work" or other types of auditing or accounting
reviews or procedures or to set

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(1) These include: the Boards of Directors or Trustees of each of the Funds
listed under Paragraph I on Exhibit A (the "Unified Board"); and the Boards
of Directors or Trustees of each of the Funds set listed under Paragraph II
on Exhibit A (the "ING Funds (former Aetna) Board").

(2) Reference in this Charter to one or more Funds shall, as applicable, mean
those Funds that are under the jurisdiction of the particular Committee at
issue. No provision in this Charter is intended to impose any duty upon a
particular Fund's Committee with respect to any other Funds.

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auditor independence standards, and the Committee and its members are not
providing any expert or special assurance as to the Funds' financial statements
or any professional certification as to the independent auditors' work. Absent
actual knowledge to the contrary, each member of the Committee will be entitled
to rely upon (1) the integrity of those persons and organizations within and
outside the Funds from whom the Committee receives information; (2) the accuracy
of the financial and other information provided to the Committee by such persons
or organizations; and (3) representations made by management as to any
information technology, internal audit and other non-audit services provided by
the auditors to the Funds.

The Committee will have access, as deemed necessary or appropriate by the
Committee, to the applicable Funds' trustees or directors, their independent
auditors and Fund counsel and the executive and financial management of the
Funds. The Committee may also seek to meet with internal audit staff of the
Funds' investment adviser, administrator or accounting agent. The Committee may
meet with any such persons without the participation of any other
representatives of Fund management.

C. MEETINGS

The Committee will meet, in person or by telephone, at least twice each
fiscal year of a Fund, and the chair of the Committee or a majority of the
members may call telephonic or in-person special meetings of the Committee as
circumstances require. In order to foster open communication, the Committee may
meet privately in separate executive sessions with management and the
independent auditors and as a committee to discuss any matters that the
Committee, management or the independent auditors believe should be discussed
separately.

A majority of the Committee's members will constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting will determine any matter submitted to a vote. The Committee will keep
minutes of its meetings, which will be available to the Board for its review.

D. COMMITTEE MEMBERS; AUDIT COMMITTEE FINANCIAL EXPERT

1. Members. The members of the Committee are identified on Exhibit B to
this Charter, as such Exhibit may be amended from time to time to reflect
changes in Committee membership. The Board will review and consider Committee
membership annually. No "interested person" of the Funds as defined in Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") may be a member
of the Committee. The Committee members may appoint a chairperson from its
members.

2. Audit Committee Financial Expert. Unless the Board determines that no
member of the Committee qualifies as an audit committee financial expert, the
Board will identify one (or in the Board's discretion, more than one) member of

1-2

the Committee as an audit committee financial expert in accordance with the
criteria set out below. The Committee is not required to have an audit committee
financial expert.

- To be identified as an audit committee financial expert, the Committee
member must have the following attributes: (a) an understanding of
generally accepted accounting principles ("GAAP") and financial statements;
(b) the ability to assess the general application of GAAP in connection
with the accounting for estimates, accruals and reserves; (c) experience
preparing, auditing, analyzing or evaluating financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Funds' financial statements, or
experience actively supervising one or more persons engaged in such
activities; (d) an understanding of internal controls and procedures for
financial reporting; and (e) an understanding of audit committee functions.

- A Committee member may acquire the attributes required of an audit
committee financial expert through any combination of the following: (a)
education and experience as a public accountant or auditor, or a principal
financial officer, controller, principal accounting officer of a company,
or experience in one or more positions that involve the performance of
similar functions; (b) experience actively supervising a principal
financial officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions, (c) experience
overseeing or assessing the performance of companies or public accountants
in the preparation, audit or evaluation of financial statements; or (d)
other experience determined by the Board as relevant to the inquiry of
whether the Committee member qualifies as an audit committee financial
expert.

The attributes and experience required for identification as an audit committee
financial expert under this Charter will be identical to, and are qualified in
their entirety by, those set out in the rules of the Securities and Exchange
Commission ("SEC") in Form N-CSR. The identification of a Committee member as an
audit committee financial expert does not impose on the member any duties,
obligations, or liability that are greater than the duties, obligations, and
liability imposed on Committee members in general.

E. PRE-APPROVAL OF SERVICES

1. Pre-Approval of Audit Services. The Committee must approve prior to
retention all audit, review or attest engagements required under the securities
laws that are provided to a Fund by its independent auditors. The Committee will
not grant such approval to any auditors that are proposed to

1-3

perform an audit for a Fund if a chief executive officer, controller, chief
financial officer, chief accounting officer or any person serving in an
equivalent position for the Fund or any other entity within the ING investment
company complex that is responsible for the financial reporting or operations of
the Fund was employed by those auditors and participated in any capacity in an
audit of the Fund during the 1-year period (or such other period acceptable
under the SEC rules) preceding the date of initiation of such audit.

2. Pre-Approval of Non-Audit Services. The Committee must pre-approve any
non-audit services to be provided to a Fund by its independent auditors (except
those within applicable de minimis statutory or regulatory exceptions(3))
provided that a Fund's auditors will not provide the following non-audit
services to a Fund: (a) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions, or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources; (g)
broker-dealer, investment adviser, or investment banking services; (h) legal
services; (i) expert services unrelated to the audit; and (j) any other service
that the Public Company Accounting Oversight Board determines, by regulation, is
impermissible.(4)

3. Pre-approval with respect to Non-Fund Entities. The Committee must
pre-approve any non-audit services that relate directly to the operations and
financial reporting of a Fund (except those within applicable de minimis
statutory or regulatory exceptions(5)) to be provided by the Fund's auditors to
(a) the Fund's

----------
(3) No pre-approval is required as to non-audit services provided to a Fund if:
(a) the aggregate amount of all non-audit services provided to the Fund
constitute not more than 5% of the total amount of revenues paid by the
Fund to the independent auditors during the fiscal year in which the
services are provided; (B) THESE SERVICES WERE NOT RECOGNIZED BY THE FUND
AT THE TIME OF THE ENGAGEMENT TO BE NON-AUDIT SERVICES; and (c) the
services are promptly brought to the attention of the Committee and
approved by the Committee prior to the completion of the audit.

(4) With respect to the prohibitions on (a) bookkeeping; (b) financial
information systems design and implementation; (c) appraisal, valuation,
fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e)
internal audit outsourcing, such services are permitted to be provided if
it is reasonable to conclude that the results of these services will not be
subject to audit procedures during an audit of the audit client's financial
statements.

(5) For non-audit services provided to the adviser and entities in a control
relationship with the adviser, no pre-approval is required if: (a) the
aggregate amount of all non-audit services provided constitute not more
than 5% of the total amount of revenues paid to the independent auditors
during the fiscal year in which the services are provided to the Fund, the
Fund's investment adviser, and any entity controlling, controlled by, or
under common control with the investment adviser if that entity provides
ongoing services to a Fund; (B) THESE SERVICES WERE NOT RECOGNIZED BY THE
FUND AT THE TIME OF THE

1-4

investment adviser; and (b) any entity controlling, controlled by, or under
common control with the investment adviser if that entity provides ongoing
services to a Fund. (6) The Committee may approve audit and non-audit services
on a case-by-case basis or adopt pre-approval policies and procedures that are
detailed as to a particular service, provided that the Committee is informed
promptly of each service, or use a combination of these approaches.

4. Delegation. The Committee may delegate pre-approval authority to one or
more of the Committee's members. Any member or members to whom such pre-approval
authority is delegated must report any pre-approval decisions to the Committee
at its next scheduled meeting.

F. RELATIONSHIP WITH AUDITORS AND MANAGEMENT

1. Auditor Qualifications. The Committee will, at least annually, review
the qualifications of the Funds' independent auditors.

- The Committee will inquire as to whether the auditors are independent. This
inquiry will take into consideration whether the auditors provide any
consulting or other non-audit services to the Fund, its adviser and other
entities in the ING investment company complex and their potential effect
on the issue of independence. The Committee will secure from Fund auditors
an annual representation of the auditors' independence under applicable
standards of independence established from time to time by the SEC and
other regulatory and professional authorities.

- The Committee will review the fees charged by the auditors for audit and
non-audit services and may make recommendations to the Board or the
independent members of the Board with respect to the approval of audit and
non-audit service fee estimates. As part of its review, the Committee will
annually obtain from the independent auditors a summary of any non-audit
services provided to the Fund and the ING investment company complex and
the fees billed for non-audit services to the Fund and other entities in
the ING investment company complex.

----------
ENGAGEMENT TO BE NON-AUDIT SERVICES; and (c) the services are promptly
brought to the attention of the Committee and approved by the Committee
prior to the completion of the audit.

(6) No pre-approval is required by the Committee as to non-audit services
provided to:(a) the Fund's sub-adviser that primarily provides portfolio
management services and is under the direction of another investment
adviser and is not affiliated with the Fund's primary investment adviser;
(b) another Fund in the ING investment company complex (unless otherwise
required to pre-approve services to such other Fund in accordance with this
Charter), or (c) other entities within the ING investment company complex
that do not provide services to that Fund.

1-5

2. Rotation of Audit Partners. The Committee will seek assurances that any
of the auditors' personnel who serve as lead and concurring audit partners(7) to
a Fund are rotated every five years, followed by a five-year "time out" period,
and that those who serve as audit partners (other than lead or concurring audit
partners) are subject to a seven-year rotation period, with a two-year "time
out" period.(8) Audit partners may not serve other Funds in the ING investment
company complex during their "time out" periods.

3. Meetings with Auditors. The Committee will meet with the Funds'
independent auditors for the purposes set out below. The Committee may determine
to conduct these meetings outside the presence of Fund management.

- Prior to an audit, the Committee will review with auditors the arrangements
for and scope of the annual audit and any special audits

- At the conclusion of each audit, the Committee will review the audit with
the independent auditors, including the auditors' comments or
recommendations and the form of opinion the auditors propose to render or
have rendered to the Board and Fund shareholders. The Committee also will
discuss with the auditors any matters of concern relating to the Funds'
financial statements, including adjustments to such statements recommended
by the auditors or other results of the audit.

- The Committee will receive from the auditors, at least annually and prior
to filing each Fund's annual report, the auditors' report as to: (a) all
critical accounting policies and practices to be used in preparing the
annual report; (b) all alternative treatments within GAAP for policies and
practices that have been discussed with Fund management, including
ramifications of the use of such alternative disclosures and treatments and
the treatments preferred by the independent auditors; and (c) written
communications between the auditors and Fund management that are

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(7) "Audit Partner" means a member of a Fund's audit engagement team who has
decision-making responsibility for significant auditing, accounting and
reporting matters that affect the Fund's financial statements or who
maintains regular contact with the Fund's management and the Committee. The
term includes lead and concurring partners and partners who provide more
than 10 hours of audit, review or attest services in connection with the
Fund's financial statements.

(8) The rotational periods will be phased in as follows: (1) lead partners must
rotate upon reaching 5 years of service, and service for fiscal years
beginning before May 6, 2003 counts; (2) concurring partners must rotate
upon reaching 5 years of service, and service for fiscal years beginning
before May 6, 2004 counts; (3) all other partners will receive a "fresh
start" for audits for years beginning after May 6, 2003, so that fiscal
years ending in 2004 constitute the first year of a seven-year rotation
period. For investment companies, the SEC accepts an extended "year," to
encompass the fiscal year ends of all funds in a fund complex.

1-6

material to the financial statements, such as any management letter or
schedule of unadjusted differences; (d) a description of all non-audit
services provided, including fees associated with the services, to the ING
investment company complex since the last annual report or update that were
not subject to the pre-approval requirements as discussed above; and (e)
any other matters of concern relating to a Fund's financial statements,
including any uncorrected misstatements (or audit differences) whose
effects management believes are immaterial, both individually and in
aggregate, to the financial statements taken as a whole. If these
communications are not made within 90 days prior to the Funds' annual
filing, the Committee will receive from the independent auditors any
reported updates to the information within 90 days prior to the Funds'
annual filing. The Committee may discuss these matters with management.

- The Committee from time to time will discuss with auditors the adequacy and
effectiveness of internal controls and procedures for each Fund and the
quality of staff implementing those controls and procedures. The Committee
will consider the auditors' comments with respect to the Funds' financial
policies, procedures and internal accounting controls and management's
compliance with these policies and controls and will make recommendations
to the Board with respect to any further actions necessary or desirable in
response to such auditor comments.

- The Committee will meet with Fund auditors for such other purposes as the
Committee may deem necessary or appropriate.

4. Discussions with Management. The Committee may, as deemed necessary or
appropriate by the Committee, discuss with management the following: (1) unusual
accounting issues; (2) the nature of any unusual or significant commitments or
contingent liabilities; (3) any significant difference in format or disclosure
from that adopted by other investment companies; (4) the procedures and controls
of management, including the adequacy and effectiveness of internal controls and
procedures and the quality of staff implementing those controls and procedures;
(5) if the Fund's investment adviser has internal audit staff, the staff's
objectives and resources; and (6) such other matters as the Committee deems
appropriate.

5. Changes in Accounting Principles or Practices. The Committee will
consider the effect upon the Funds of any changes in accounting principles or
practices proposed by management or the independent auditors. The Committee may
consider whether proposed changes will have a significant effect on the amounts
reported for a current year or may have an effect in the future, management's
and the independent auditors' concurrence with the change and management's or
the auditors' underlying rationale for the change. The Committee will discuss
with management and the independent auditors the significance and

1-7

potential effect of any changes in accounting policies proposed by the
independent auditors or by management.

6. Illegal Acts and Other Matters. As necessary the Committee will review
with the independent auditors and management any "illegal act," as defined in
Section 10A of the 1934 Act and required by that statute to be reported to the
Committee and any other significant issues reported to the Committee that could
have a material effect on a Fund's financial statements. The Committee will seek
assurances from management that appropriate remedial actions are taken with
respect to any such illegal act identified by the independent auditors. The
Committee also may review with management and the independent auditors any
compliance matter and any comments or criticisms that the staff of the SEC
brought to the attention of the Committee or management, and may develop a
recommendation to management.(9) The Committee will report all such matters to
the full Board no later than the next regular meeting of the Board. The
Committee shall have the authority to retain special counsel and other experts
or consultants at the expense of the appropriate Funds.

7. Receive Certifying Officers' Reports. The Committee will receive, in
accordance with regulations adopted by the SEC, reports from each Fund's
principal executive officer and principal financial officer, based on their
periodic evaluations, regarding: (a) significant deficiencies in the design or
operation of internal controls that could adversely affect the Fund's ability to
record, process, summarize, and report financial data; (b) material weaknesses
in internal controls; and (c) fraud, whether or not material, that involves
management or other employees who have a significant role in the Fund's internal
controls.

G. OTHER

1. Review Charter. The Committee will review this Charter (including any
addendum to the Charter, if applicable) at least annually and will make
recommendations with respect to any amendment or supplement to the Charter it
determines to be necessary or desirable.

----------
(9) The Committee may make recommendations to management with respect to any
illegal act, significant matter or compliance matter, and its
recommendations are not limited to matters related only to accounting and
financial reporting.

1-8

2. Counsel Reports. If the Board has not established a qualified legal
compliance committee, the Committee will receive and investigate reports of
counsel required to be submitted to it by the rules of the SEC that establish
standards of professional conduct for attorneys practicing before the SEC.

3. Amendments. If the Audit Committee is composed of all of the members of
the Board who are not "interested persons" of the Funds as defined in
Section 2(a)(19) of the 1940 Act, the Committee may amend this Charter by vote
of a majority of Committee members. If the Audit Committee is composed of fewer
than all of the members of the Board who are not "interested persons," the
Committee will recommend any amendment to the full Board, and the Board may
amend this Charter by a vote of a majority of its members who are not
"interested persons."

4. Board Communications. At least annually, the Committee will report to
the Board a summary of its activities, conclusions and recommendations, unless
the Committee is comprised of all of the independent directors/trustees of the
Board.

5. Records. A copy of this Charter will be maintained by the Funds in an
easily accessible place.

1-9

ADDENDUM

TO THE
AUDIT COMMITTEE CHARTER
WITH RESPECT TO
CLOSED-END FUNDS

As an issuer listed on the New York Stock Exchange ("NYSE"), Closed-End
Funds (the "Fund") must comply with the rules and regulations of the NYSE, which
include, among other things, standards for audit committees of listed issuers.
Therefore, the Board of Trustees of the Fund (the "Board") has adopted this
Addendum ("Addendum") to the ING Funds Audit Committee Charter (the "Charter").
This Addendum sets forth additional requirements for the Audit Committee (the
"Committee") of the Fund. The terms and provisions of the Charter remain
applicable to the Fund, as modified or supplemented by this Addendum.

A. PURPOSE OF THE COMMITTEE

In addition to the purpose of the Committee set out in paragraph B of the
Charter, the Committee will serve the following purposes: (1) to assist Board
oversight of (a) the integrity of the Fund's financial statements; (b) the
Fund's compliance with legal and regulatory requirements; (c) the independent
auditors' qualifications and independence; and (d) the performance of any
internal audit staff and the independent auditors; and (2) to prepare the report
that SEC rules require be included in the Fund's annual proxy statement.

The Committee will have the authority to engage, on the Fund's behalf,
outside independent counsel and other advisers as it deems necessary to carry
out its duties. The Committee will determine the appropriate levels of funding
for payment of (a) compensation of the independent auditors; (b) compensation of
any advisors employed by the Committee under the Charter; and (c) ordinary
administrative expenses of the Committee necessary or appropriate in carrying
out its duties under the Charter.

B. INDEPENDENCE OF COMMITTEE MEMBERS

1. Independence. The Committee will have at least three members. Each such
member shall not be an "interested person" of the Fund as defined in Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") and shall
satisfy applicable independence standards established by the NYSE, except for
any such independence standards which the NYSE has indicated need not apply with
respect to closed-end investment companies that are registered under the 1940
Act.

1-10

2. Compensation. The only compensation a Committee member may receive from
the Fund is directors' or trustees' fees, provided that a Committee member who
is a former employee of the Fund or its investment adviser may receive deferred
compensation if the deferred compensation is not contingent on continued
service.

C. RELATIONSHIP WITH INDEPENDENT AUDITORS

1. Selection and Termination of Independent Auditors. The Committee will be
responsible for the oversight of the work of the independent auditors (including
resolution of disagreements between management and the auditors regarding
financial reporting) for the purpose of preparing or issuing an audit report or
related work, and each independent auditor will report directly to the
Committee. The Committee has the ultimate authority and responsibility to
appoint and, when appropriate, replace the independent auditors, and, if
applicable, to nominate the independent auditors to be proposed for shareholder
ratification in any proxy statement. The Committee will set clear hiring
policies for employees or former employees of the independent auditors. The
Committee will also be responsible for determining auditor compensation. The
Committee will recommend the selection of the independent auditors for
ratification by the vote of a majority of all of the Fund's independent trustees
in accordance with Section 32(a) of the 1940 Act.

2. Significant Non-audit Relationships. The Committee will have sole
authority to approve any significant non-audit relationships with the Fund's
independent auditors.

3. Rotation of Auditors. In addition to assuring that the lead, concurring
and other audit partners are rotated in accordance with paragraph F(2) of the
Charter and as required by law, the Committee will consider whether there should
be a regular rotation of the Fund's independent auditing firm.

4. Annual Auditors' Report. At least annually, the Committee will obtain
and review a report by the independent auditors describing: (a) the auditors'
internal quality-control procedures; (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditors, or by
any inquiry or investigation by governmental or professional authorities, within
the preceding five years, with respect to one or more independent audits of any
issuer carried out by the auditors, and any steps taken to deal with any such
issues; and (c) all relationships between the independent auditors and the
Funds, for purposes of assessing the auditors' independence. The Committee also
will consider any reports or communications (and management's responses to such
reports or communications) submitted by the independent auditors required by or
referred to in SAS 61 (as codified by AU Section 380), as may be modified or
supplemented.

1-11

D. DISCUSSIONS WITH AUDITORS AND MANAGEMENT

1. Annual Financial Statements. The Committee will discuss the annual
audited financial statements with management and the independent auditors,
including the Funds' disclosures under "Management's Discussion of Fund
Performance."

2. Press Releases and Other Information. The Committee will discuss with
management earnings press releases, as well as financial information and
earnings guidance provided to analysts and rating agencies.

3. Risk Management. The Committee will discuss with management and the
independent auditors policies with respect to risk assessment and risk
management. The Committee will report any material risks of a type not
previously approved by the Board identified during such discussions to the
Board.

4. Ongoing Dialogue. The Committee periodically will meet with management,
with any internal audit staff of the Fund and with the independent auditors. The
Committee will review with the independent auditor any audit problems or
difficulties and management's response.

E. OTHER

1. Establishment of Procedures. The Committee will establish procedures
for: (a) the receipt, retention, and treatment of complaints received by the
Fund regarding accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submission by employees of the Fund of
concerns regarding questionable accounting, internal control or auditing
matters.

2. Self-Evaluation. The Committee, on an annual basis, must evaluate its
performance with respect to its duties and responsibilities.

3. Written Affirmation. The Board shall establish procedures for the Fund's
providing a "Written Affirmation" to the NYSE at the time of any changes in the
composition of the Committee, and on an annual basis within one month of the
Fund's annual shareholder meeting regarding: (a) any determination that the
Board has made regarding the independence of directors/trustees in accordance
with Rule 303.01(B)(3) of the NYSE Listed Company Manual; (b) the financial
literacy of Committee members; (c) the determination that at least one Committee
member has accounting or related financial management expertise; and (d) the
annual review and reassessment of the adequacy of the Charter and this Addendum.

4. Reporting. The Committee will approve the content of any report the
substance of which is required by the rules of the SEC to be included in the
proxy statement for the Fund.

5. Board Communications. The Committee will periodically report to the
Board.

1-12

EXHIBIT A

I. FUNDS UNDER THE DIRECTION OF THE UNIFIED BOARD:

ING INVESTORS TRUST
ING EQUITY TRUST
ING FUNDS TRUST
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING INVESTMENT FUNDS, INC.
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING VP EMERGING MARKETS FUND, INC.
ING VP NATURAL RESOURCES TRUST
USLICO SERIES FUND

II. FUNDS UNDER THE DIRECTION OF THE ING FUNDS (FORMER AETNA) BOARD:

ING VP BALANCED PORTFOLIO, INC.
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING GET FUNDS
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
ING VARIABLE FUNDS
ING VARIABLE PORTFOLIOS, INC.
ING SERIES FUND, INC.

1-13

EXHIBIT B

LIST OF AUDIT COMMITTEE MEMBERS

UNIFIED BOARD:

J. Michael Earley Independent Director and Chairman
Patrick W. Kenny Independent Director
Roger B. Vincent Independent Director
David W.C. Putnam Independent Director
Sheryl K. Pressler Independent Director

ING FUNDS (FORMER AETNA) BOARD:

Corine T. Norgaard Independent Director and Chairman
Joseph E. Obermeyer Independent Director and Vice Chairman
Maria T. Fighetti Independent Director
Albert E. DePrince, Jr. Independent Director
Sidney Koch Independent Director
Edward T. O'Dell Independent Director

1-14

APPENDIX 2

ING FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I. PURPOSE:

The Nominating and Governance Committee (the "Committee") is a committee of
the ING Funds Board of Directors and Trustees (the "Board"). The Board hereby
delegates to the Committee the duty: (1) to identify and recommend for
nomination candidates to serve as Board members who are not "interested persons"
of the Funds ("Independent Board Members") as that term is defined in the
Investment Company Act of 1940, as amended ("1940 Act"); (2) to evaluate and
make recommendations to the full Board regarding potential Board candidates who
are "interested persons" of the Fund ("Interested Persons") as that term is
defined by the 1940 Act; (3) to review periodically the workload and
capabilities of Independent Board Members and, as the Committee deems
appropriate, to make recommendations to the Board if such a review suggests that
changes to the size or composition of the Board are warranted; (4) to monitor
regulatory and other developments to determine whether to recommend
modifications to the committee's responsibilities, the creation of additional
committees or changes to other Trustee policies and procedures in light of rule
changes and reports concerning "best practices" in corporate governance; (5) in
consultation with the Chair of the Board, to review periodically the
compensation of the Independent Board Members and to recommend any changes for
the consideration by the Independent Board Members; (6) to oversee the Board's
annual self-evaluation process; and (7) to perform such other duties as may from
time to time be assigned by the Board or by the Board Chair.

II. COMMITTEE COMPOSITION:

The Committee shall be comprised of four or more Board members as
determined from time to time by the Board. Each member of the Committee shall be
an Independent Board Member. The Board shall elect Committee members at least
annually. Any member of the Board may nominate candidates for such positions.
The Committee shall select one of its members to be the Chairperson at least
annually. Committee members and the Chairperson can serve as many consecutive
terms as the Board and the Committee, respectively, deem appropriate.

III. MEETINGS:

The Committee shall meet at least twice a year. Meetings may be in person
or by telephone, and may be called by the Chairperson or a majority of Committee
members with reasonable advance notice. The Committee shall maintain minutes of
its meetings. A quorum shall consist of a majority of Committee members.

2-1

IV. COMMITTEE OPERATIONS:

The functions of the Committee shall be to identify appropriate people to
serve as Independent Board Members and to oversee the governance practices of
the Board of Trustees. As necessary or appropriate, the Committee shall
recommend to the Board one or more candidates for Board membership, based on its
research of the people suggested to it or identified by it as potential
candidates. Potential candidate names may be accepted from Board members, Fund
shareholders, legal counsel to the Independent Board Members or such other
sources as the Committee deems appropriate. If the Committee becomes aware of
more than one potential candidate, it shall attempt to rank such candidates in
terms of overall suitability for Board membership. The Chairperson shall
maintain records of any research performed by or on behalf of the Committee to
determine and evaluate candidate qualifications and relative rankings. Such
information shall be provided to the Board upon its request.

The Committee has the primary responsibility for recommending action to the
full Board if it identifies concerns that relate to the Board's size,
composition, committee structure, the number of Funds under its jurisdiction or
overall governance processes. Such concerns could arise from annual or other
reviews and evaluations by the Independent Board Members of the Board's
performance, efficiency and effectiveness. Action by the Committee in this
context normally will be commenced with the concurrence of, and shall be
reported to, the other Independent Board Members.

In the event of a proposed acquisition of a fund group by ING Funds (or a
consolidation of a fund group with the ING Funds), the Committee will
investigate the proposal and determine whether to recommend to the ING Funds'
Board that any of such fund group's board members be added to the ING Funds'
Board. The Committee shall investigate the backgrounds of such fund group's
board members and rank them in terms of suitability and compatibility for the
Board's consideration. The Committee would have primary responsibility for
recommendations regarding changes in general governance processes or structures,
for consideration by the full Board.

The Committee will recommend Board nominees in connection with annual or
special shareholder meetings of the Funds at which persons are to be proposed
for election to the Board. Other than actions described above with regard to a
fund acquisition, such recommendations are expected to take place primarily in
the context of any Fund that, due to its listing on a national exchange, is
required to have annual shareholders meetings at which Board members are
elected. Absent circumstances warranting different action, the Board expects
that such nominations shall be made in a manner designed to maintain common
Board membership with the other Funds.

2-2

Prior to conveying any recommendations contemplated by this Charter to the
full Board of the ING Funds, the Committee shall consult with the other
Independent Board Members regarding such recommendations and articulate the
basis for its proposed recommendations.

V. CRITERIA FOR SELECTING NOMINEES:

The Committee shall nominate candidates for new or vacant Board positions
based on its evaluation of which applicants or potential candidates are most
qualified to serve and protect the interests of each Fund's shareholders and to
promote the effective operations of the Board. In order for the Committee to
consider an applicant or potential candidate, the Committee initially must
receive at least the following information regarding such person: (1) name; (2)
date of birth; (3) education; (4) business, professional or other relevant
experience and areas of expertise; (5) current business, professional or other
relevant experience and areas of expertise; (6) current business and home
addresses and contact information; (7) other board positions or prior
experience; and (8) any knowledge and experience relating to investment
companies and investment company governance (collectively, "Preliminary
Information").

A successful candidate must qualify as an Independent Board Member under
the 1940 Act and should have certain uniform characteristics, such as a very
high level of integrity, appropriate experience, and a commitment to fulfill the
fiduciary duties inherent in Board membership. The Committee also shall consider
the extent to which potential candidates possess sufficiently diverse skill sets
and diversity characteristics that would contribute to the Board's overall
effectiveness. Thus, depending on the Committee's perception of Board needs at
any given time, the Committee can rate certain qualities higher than others when
considering potential candidates for a particular Board vacancy or new position.
For example, the Committee might determine to assign special weight to the
presence of particular skills, such as financial, accounting, investment
management or legal experience, or to particular characteristics necessary to
maintain an appropriately diverse Board membership.

In order to facilitate the nominating process, the Committee shall produce
and, as appropriate, update a "Proposed Nominee Criteria List and Rating Scale"
(the "Criteria List") to be completed with respect to every person who wishes to
be considered for nomination as a Board member. The Criteria List shall include
a listing of those qualities that the Committee believes are essential or
desirable for any nominee for a particular Board vacancy. The results of ratings
derived from the Criteria List shall not be determinative of which person shall
be nominated by the Committee because individual Committee members (or the
Committee as a whole) can decide to assign different weightings to different
qualities and attributes set forth in the Criteria List.

2-3

VI. SUBMISSIONS BY SHAREHOLDERS OF POTENTIAL NOMINEES:

The Committee shall consider potential candidates for nomination identified
by one or more shareholders of a Fund. Shareholders can submit recommendations
in writing to the attention of the Chairperson of the Committee at an address to
be maintained by Fund management for this purpose. In order to be considered by
the Committee, any shareholder recommendation must include the Preliminary
Information set forth in Section V above.

Following an initial evaluation by the Committee based on the Preliminary
Information, a successful candidate proposed by a shareholder must:

(1) demonstrate the integrity, experience, sound business judgment, talents
and commitment necessary to fulfill the fiduciary duties inherent in Board
membership and to add value to the Board's performance of its duties;

(2) be prepared to submit written answers to a questionnaire seeking
professional and personal information that will assist the Committee to evaluate
the candidate and to determine, among other matters, whether the candidate would
be an Independent Board Member under the 1940 Act or otherwise have material
relationships with key service providers to the Funds;

(3) submit character references and agree to appropriate background checks;

(4) demonstrate the disposition to act independently from management, but
effectively within a Board composed of numerous members;

(5) be willing to meet with one or more members of the Committee at a time
and location convenient to those Committee members in order to discuss the
candidate's qualifications; and

(6) if nominated and elected, be able to prepare for and attend in person
at least ten full days of Board and committee meetings annually at various
locations in the United States.

VII. EVALUATION OF CANDIDATES FOR NOMINATION AS INTERESTED BOARD MEMBERS:

The Committee shall evaluate those Interested Persons who are proposed by
management of the Funds to serve as Board members and then make appropriate
recommendations to the Board regarding such proposed nominees. The Committee
shall review such information as it deems appropriate in order to make this
evaluation. At its option, the Committee also can seek to interview any such
potential nominee.

2-4

VIII. OUTSIDE SERVICE PROVIDERS:

The Committee is authorized to retain the services of outside service
providers (such as executive search firms, consultants or legal counsel) to
assist it in performing the foregoing duties, and the reasonable costs of such
service providers shall be borne by the Funds.

Dated: February 2005

2-5

ING PRIME RATE TRUST - COMMON SHARES

ANNUAL MEETING OF SHAREHOLDERS SCHEDULED FOR JUNE 14, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby instructs Todd Modic and Huey P. Falgout, Jr.
("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
E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, on June 14, 2006, at
10:00 a.m., Local time and at any adjournment(s) or postponement(s) thereof, in
the manner directed below 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.

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.

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.

TO VOTE:

1) Read the Proxy Statement

2) Check the appropriate boxes on the Proxy Ballot

3) Sign and date the Proxy Ballot

4) Return the Proxy Ballot in the envelope provided

Please indicate your vote by an "X" in the appropriate box below.

THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED

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

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

1. To elect ten 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) Patricia W.
Chadwick, (3) J. Michael Earley,
(4) R. Barbara Gitenstein, (5)
Patrick W. Kenny, (6) Shaun P.
Mathews, (7) Walter H. May, (8)
Sheryl K. Pressler, (9) David W.C.
Putnam, and (10) John G. Turner. [ ] [ ] [ ]

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

_____________________________

2. Not Applicable

The undersigned authorizes the Proxies to vote and otherwise represent the
undersigned on any other matter that may properly come before the meeting
or any adjournment(s) or postponement(s) thereof in the discretion of the
Proxies.

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.

------------------------------------- ----------------------------------------
Signature Date Signature (Joint Owners) Date

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

ANNUAL MEETING OF SHAREHOLDERS SCHEDULED FOR JUNE 14, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby instructs Todd Modic and Huey P. Falgout, Jr.
("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
E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, on June 14, 2006, at
10:00 a.m., Local time and at any adjournment(s) thereof, in the manner directed
below 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 postponements(s) thereof.

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.

TO VOTE:

1) Read the Proxy Statement

2) Check the appropriate boxes on the Proxy Ballot

3) Sign and date the Proxy Ballot

4) Return the Proxy Ballot in the envelope provided

Please indicate your vote by an "X" in the appropriate box below.

THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED

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

VOTE ON TRUSTEES FOR ALL WITHHOLD ALL FOR 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) Jock Patton, and (2) Roger B.
Vincent [ ] [ ] [ ]

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

_____________________________________

------------------------------------- ----------------------------------------
Signature Date Signature (Joint Owners) Date