-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Jo2B4CZBPJfIJa0a96PB/dd5ZtaPmmx8+6uEq1nOEra9ItJzy1QbXXI/HN0jGfXB
 uVMSAIR1M/ME/mrLQhSozg==

<SEC-DOCUMENT>0001145443-03-001325.txt : 20031030
<SEC-HEADER>0001145443-03-001325.hdr.sgml : 20031030
<ACCEPTANCE-DATETIME>20031030122528
ACCESSION NUMBER:		0001145443-03-001325
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030831
FILED AS OF DATE:		20031030
EFFECTIVENESS DATE:		20031030

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING PRIME RATE TRUST
		CENTRAL INDEX KEY:			0000826020
		IRS NUMBER:				956874587
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05410
		FILM NUMBER:		03965844

	BUSINESS ADDRESS:	
		STREET 1:		ING PRIME RATE TRUST
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		4804773000

	MAIL ADDRESS:	
		STREET 1:		ING PRIME RATE TRUST
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM AMERICA PRIME RATE TRUST
		DATE OF NAME CHANGE:	19960518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM PRIME RATE TRUST/
		DATE OF NAME CHANGE:	19960518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM PRIME RATE TRUST
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 A000000 08/31/2003
000 C000000 0000826020
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 ING PRIME RATE TRUST
001 B000000 811-5410
001 C000000 4804773000
002 A000000 7337 E DOUBLETREE RANCH RD
002 B000000 SCOTTSDALE
002 C000000 AZ
002 D010000 85258
002 D020000 2034
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
007 C010200  2
007 C010300  3
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
008 A000001 ING INVESTMENTS, LLC
008 B000001 A
008 C000001 801-48282
008 D010001 SCOTTSDALE
008 D020001 AZ
008 D030001 85258
008 D040001 2034
008 A000002 AELTUS INVESTMENT MANAGEMENT, INC.
008 B000002 S
008 C000002 801-009046
008 D010002 HARTFORD
008 D020002 CT
008 D030002 06103
010 A000001 ING FUND SERVICES, LLC
010 C010001 SCOTTSDALE
010 C020001 AZ
010 C030001 85258
011 A000001 ING FUNDS DISTRIBUTOR, LLC
<PAGE>      PAGE  2
011 B000001 8-48020
011 C010001 SCOTTSDALE
011 C020001 AZ
011 C030001 85258
012 A000001 DST SYSTEMS, INC.
012 B000001 84-448
012 C010001 KANSAS CITY
012 C020001 MO
012 C030001 64141
012 C040001 9368
013 A000001 KPMG, LLP
013 B010001 LOS ANGELES
013 B020001 CA
013 B030001 90017
014 A000001 AMSTGELD N.V.
014 B000001 8-0
014 A000002 BANCWEST INVESTMENET SERVICES, INC.
014 B000002 8-00000000
014 A000003 BLEAKLEYS LTD.
014 B000003 8-00000000
014 A000004 AELTUS INVESTMENT MANAGEMENT, INC.
014 B000004 8-00000000
014 A000005 B.V. BELEGGINSMAATSCHAPPIJ BERENDAAL
014 B000005 8-00000000
014 A000006 CLARION PARTNERS, LLC
014 B000006 8-00000000
014 A000007 BANK MENDES GANS EFFECTENBEWAARBEDRIJF N.V.
014 B000007 8-00000000
014 A000008 CHARTERHOUSE SECURITIES LTD.
014 B000008 8-00000000
014 A000009 DIRECTED SERVICES, INC.
014 B000009 8-00000000
014 A000010 FINANCIAL NETWORK INVESTMENT CORPORATION
014 B000010 8-00000000
014 A000011 BARING BROTHERS PRIVATE ASSET MGMT LTD.
014 B000011 8-00000000
014 A000012 ING BANK N.V.
014 B000012 8-00000000
014 A000013 ING FUND MANAGEMENT B.V.
014 B000013 8-00000000
014 A000014 ING INVESTMENT MANAGEMENT B.V.
014 B000014 8-00000000
014 A000015 ING FINANCIAL MARKETS LLC
014 B000015 8-00000000
014 A000016 ING LIFE INSURANCE AND ANNUITY CO.
014 B000016 8-00000000
014 A000017 BARING INTERNATIONAL INVESTMENT (FAR EAST)LTD
014 B000017 8-00000000
014 A000018 VESTAX SECURITIES CORP.
014 B000018 8-00000000
014 A000019 WASHINGTON SQUARE SECURITIES, INC.
<PAGE>      PAGE  3
014 B000019 8-00000000
014 A000020 AELTUS CAPTIAL, INC.
014 B000020 8-00000000
014 A000021 BARING INTERNATIONAL INVESTMENT LTD.
014 B000021 8-00000000
014 A000022 BARINGS INVESTMENT SERVICES LTD.
014 B000022 8-00000000
014 A000023 EQUISURE FINANCIAL NETWORK, INC.
014 B000023 8-00000000
014 A000024 EQUISURE SECURITIES LTD.
014 B000024 8-00000000
014 A000025 BARING INVESTMENT SERVICES, INC.
014 B000025 8-00000000
014 A000026 EVANGELINE SECURITIES LTD.
014 B000026 8-00000000
014 A000027 COMPULIFE INVESTOR SERVICES
014 B000027 8-00000000
014 A000028 CRA REAL ESTATE SECURITIES L.P.
014 B000028 8-0
014 A000029 EXTRA CLEARING B.V.
014 B000029 8-0
014 A000030 EXTRA CLEARING GMBH
014 B000030 8-0
014 A000031 FINPLUS SP.Z.O.O
014 B000031 8-0
014 A000032 GRANITE INVESTMENT SERVICES
014 B000032 8-0
014 A000033 GUARANTY BROKERAGE SERVICES, INC.
014 B000033 8-0
014 A000034 IFG NETWORK SECURITIES, INC.
014 B000034 8-0
014 A000035 ING AMERICA EQUITIES, INC.
014 B000035 8-0
014 A000036 ING BARING GRUPO FINANCIERO (MEXICO) SA DE CV
014 B000036 8-0
014 A000037 ING BANK UKRAINE
014 B000037 8-0
014 A000038 ING BARING INVESTMENT (EURASIA) ZAO
014 B000038 8-0
014 A000039 ING BARING OPERATIONAL SERVICES (TAIWAN) LTD.
014 B000039 8-0
014 A000040 ING BARING SECURITIES (EURASIA) ZAO
014 B000040 8-0
014 A000041 ING BARING SECURITIES (OVERSEAS) LTD.
014 B000041 8-0
014 A000042 ING BARING SECURITIES (ROMANIA) S.A.
014 B000042 8-0
014 A000043 FSIP LLC
014 B000043 8-0
014 A000044 FUNDIX B.V.
014 B000044 8-0
<PAGE>      PAGE  4
014 A000045 FURMAN SELZ CAPITAL MANAGEMENT LLC
014 B000045 8-0
014 A000046 FURMAN SELZ MANAGEMENT LTS.
014 B000046 8-0
014 A000047 ING CAPITAL ADVISORS LLC
014 B000047 8-0
014 A000048 HEINE SECURITIES PTY LTD.
014 B000048 8-0
014 A000049 ING DIRECT FUNDS LTD.
014 B000049 8-0
014 A000050 IFG ADVISORY SERVICES, INC.
014 B000050 8-0
014 A000051 ING FURMAN SELZ FINANCIAL SERVICES LLC
014 B000051 8-0
014 A000052 ING FUTURES AND OPTIONS (U.K.) LTD.
014 B000052 8-0
014 A000053 ING ASSET MANAGEMENT (SINGAPORE) LTD.
014 B000053 8-0
014 A000054 ING FUNDS DISTRIBUTOR, LLC
014 B000054 8-0
014 A000055 ING GHENT ASSET MANAGEMENT, INC.
014 B000055 8-0
014 A000056 ING VALORES (VENEZUELA) C.A.
014 B000056 8-0
014 A000057 ING FINANCIAL ADVISORS, LLC
014 B000057 8-0
014 A000058 LOCUST STREET SECURITIES, INC.
014 B000058 8-0
014 A000059 MC-BBL SECURITIES LTD.
014 B000059 8-0
014 A000060 SYSTEMATIZED BENEFITS ADMINISTRATORS, INC.
014 B000060 8-0
014 A000061 UNITED VARIABLE SERVICES, INC.
014 B000061 8-0
014 A000062 ING ASSET MANAGEMENT B.V.
014 B000062 8-0
014 A000063 WILLIAMS DE BROE SECURITIES LTD.
014 B000063 8-0
014 A000064 ING BANK (EURASIA)
014 B000064 8-0
014 A000065 BANK BRUSSEL LAMBERT N.V.
014 B000065 8-0
014 A000066 BANK MENDES GANS N.V.
014 B000066 8-0
014 A000067 BARING ASSET MANAGEMENT(ASIA) LTD.
014 B000067 8-0
014 A000068 BARING ASSET MANAGEMENT, INC.
014 B000068 8-0
014 A000069 ING BANK (FRANCE) S.A.
014 B000069 8-0
014 A000070 ING BANK FONDSEN BEHEER B.V.
<PAGE>      PAGE  5
014 B000070 8-0
014 A000071 ING BARINGS ECUADOR CASA DE VALORES S.A.
014 B000071 8-0
014 A000072 ING BELGIQUE S.A.
014 B000072 8-0
014 A000073 ING BSK ASSET MANAGEMENT S.A.
014 B000073 8-0
014 A000074 ING BARING CAPITAL MARKETS (C.R.), A.S.
014 B000074 8-0
014 A000075 ING ADVISORS, INC.
014 B000075 8-0
014 A000076 ING CRA REAL ESTATE SECURITIES HOLDINGS, INC.
014 B000076 8-0
014 A000077 ING DIRECT SECURITIES, INC.
014 B000077 8-0
014 A000078 ING BANK SLASKI S.A.
014 B000078 8-0
014 A000079 ING FINANCIAL CONSULTING SERVICES (TAIWAN)LTD
014 B000079 8-0
014 A000080 ING FS INVESTMENTS III LLC
014 B000080 8-0
014 A000081 ING BARINGS DEUTSCHLAND (GMBH)
014 B000081 8-0
014 A000082 ING BARING SECURITIES (POLAND) HOLDING B.V.
014 B000082 8-0
014 A000083 ING BARING SECURITIES (SLOVAKIA) O.C.P.A.S.
014 B000083 8-0
014 A000084 ING BARING SECURITIES ARGENTINA S.A.
014 B000084 8-0
014 A000085 ING BARINGS ITALIA SRL
014 B000085 8-0
014 A000086 ING INVESTMENTS LLC
014 B000086 8-0
014 A000087 ING BARING SOUTH AFRICA LTD.
014 B000087 8-0
014 A000088 ING BARINGS LTD.
014 B000088 8-0
014 A000089 ING LUXEMBOURG S.A.
014 B000089 8-0
014 A000090 ING DERIVATIVES (LONDON) LTD.
014 B000090 8-0
014 A000091 MULTI-FINANCIAL SECURITES CORP.
014 B000091 8-0
014 A000092 PRIMEVEST FINANCIAL SERVICES, INC.
014 B000092 8-0
014 A000093 ING MANAGEMENT LTD.
014 B000093 8-0
014 A000094 ING INVESTMENT MANAGEMENT FRANCE S.A.
014 B000094 8-0
014 A000095 ING INVESTMENT MANAGEMENT ITALY
014 B000095 8-0
<PAGE>      PAGE  6
015 A000001 STATE STREET BANK & TRUST CO.
015 B000001 C
015 C010001 KANSAS CITY
015 C020001 MO
015 C030001 64105
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  170
019 C000000 ING--FUNDS
020 C000001      0
020 C000002      0
020 C000003      0
020 C000004      0
020 C000005      0
020 C000006      0
020 C000007      0
020 C000008      0
020 C000009      0
020 C000010      0
021  000000        0
022 A000001 JP MORGAN CHASE BANK
022 B000001 13-3224016
022 C000001    174812
022 D000001     33983
022 A000002 DEUTSCHE BANK AG
022 B000002 34-1542819
022 C000002     53530
022 D000002     16377
022 A000003 TORONTO-DOMINION BANK
022 C000003     32761
022 D000003     13187
022 A000004 BANC OF AMERICA SECURITIES LLC
022 C000004      7993
022 D000004     28890
022 A000005 CREDIT SUISSE FIRST BOSTON
022 B000005 13-5659485
022 C000005     30935
022 D000005      5782
022 A000006 LEHMAN BROTHERS
022 B000006 13-2518466
022 C000006     19197
022 D000006     11399
022 A000007 BANK OF AMERICA
022 B000007 56-2058405
022 C000007     24525
022 D000007         0
022 A000008 WACHOVIA BANK, N.A.
022 C000008     22401
022 D000008         0
022 A000009 STATE STREET BANK & TRUST CO.
<PAGE>      PAGE  7
022 B000009 04-1867445
022 C000009      5442
022 D000009     15962
022 A000010 GOLDMAN SACHS CREDIT PARTNERS, L.P.
022 C000010     13282
022 D000010         0
023 C000000     443681
023 D000000     151875
024  000000 N
025 D000001       0
025 D000002       0
025 D000003       0
025 D000004       0
025 D000005       0
025 D000006       0
025 D000007       0
025 D000008       0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
<PAGE>      PAGE  8
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.800
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
<PAGE>      PAGE  9
049  000000 N
050  000000 N
051  000000 N
052  000000 N
053 A000000 N
054 A000000 Y
054 B000000 N
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 Y
055 A000000 N
055 B000000 N
056  000000 Y
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 Y
060 B000000 Y
061  000000     1000
062 A000000 Y
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   0.0
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   0.0
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000   1.5
062 Q000000 142.5
062 R000000   4.4
063 A000000   0
063 B000000  4.3
064 A000000 N
066 A000000 N
<PAGE>      PAGE  10
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 N
070 B020000 N
070 C010000 N
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 N
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 Y
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000    515832
071 B000000    665034
071 C000000   1491773
071 D000000   35
072 A000000  6
072 B000000    41489
072 C000000        6
072 D000000        0
072 E000000     3529
072 F000000     6028
072 G000000     1884
<PAGE>      PAGE  11
072 H000000        0
072 I000000      354
072 J000000      254
072 K000000      148
072 L000000       76
072 M000000       37
072 N000000        6
072 O000000        0
072 P000000     1000
072 Q000000        0
072 R000000       88
072 S000000      321
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000      939
072 X000000    11135
072 Y000000        0
072 Z000000    33889
072AA000000        0
072BB000000    30357
072CC010000    66833
072CC020000        0
072DD010000    31317
072DD020000        0
072EE000000        0
073 A010000   0.2110
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.0000
074 A000000    17887
074 B000000        0
074 C000000        0
074 D000000  1387370
074 E000000    11587
074 F000000    12299
074 G000000        0
074 H000000        0
074 I000000    19024
074 J000000        0
074 K000000        0
074 L000000     7462
074 M000000      132
074 N000000  1455761
074 O000000        0
074 P000000     1286
074 Q000000        0
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000    40729
<PAGE>      PAGE  12
074 S000000   450000
074 T000000   963746
074 U010000   137288
074 U020000        0
074 V010000     7.02
074 V020000     0.00
074 W000000   0.0000
074 X000000     7859
074 Y000000        0
075 A000000        0
075 B000000  1498852
076  000000     7.37
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078  000000 N
086 A010000    315
086 A020000   2314
086 B010000      0
086 B020000      0
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 COMMON STOCK
087 A020000 44977W106
087 A030000 PPR
088 A000000 Y
088 B000000 N
088 C000000 N
088 D000000 Y
<PAGE>      PAGE  13
SIGNATURE   MIKE ROLAND
TITLE       CFO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77(C)
<SEQUENCE>3
<FILENAME>ex-77c.txt
<TEXT>
                                                                   Exhibit 77(c)

                Matters Submitted to a Vote of Security Holders

An annual meeting of shareholders was held on August 19, 2003 to approve the
following:



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

<TABLE>
<CAPTION>
                                                       Shares voted against    Total Shares
          Proposal                Shares voted for          or withheld            Voted
          --------                ----------------          -----------            -----
    <S>                           <C>                      <C>                <C>
       Paul S. Doherty            114,685,160.3490         2,423,070.1830     117,108,230.5320
      J. Michael Earley           114,782,052.1530         2,326,178.3790     117,108,230.5320
    R. Barbara Gitenstein         114,708,162.9830         2,400,067.5490     117,108,230.5320
     Thomas J. McInerney          114,686,460.2520         2,421,770.2800     117,108,230.5320
      David W.C. Putnam           114,770,312.9500         2,337,917.5820     117,108,230.5320
       Blaine E. Rieke            114,692,561.2670         2,415,669.2650     117,108,230.5320
       John G. Turner             114,800,060.2430         2,308,170.2890     117,108,230.5320
      Roger B. Vincent            114,776,458.1930         2,331,772.3390     117,108,230.5320
    Richard A. Wedemeyer          114,695,507.0040         2,412,723.5280     117,108,230.5320
</TABLE>

2.            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.


<TABLE>
<CAPTION>

                                                    Shares voted against    Total Shares
          Proposal           Shares voted for          or withheld            Voted
          --------           ----------------          -----------            -----
      <S>                       <C>                      <C>                  <C>
      Walter H. May             17,595.00                62.00                17,657.0000
        Jock Patton             17,580.00                77.00                17,657.0000
</TABLE>

3. Ratification of selection of KPMG LLP as the current independent auditor of
the Trust.

<TABLE>
<CAPTION>
                                            Shares voted
                                             against or         Total Shares
                      Shares voted for        withheld              Voted
                      ----------------        --------              -----
                      <S>                   <C>                <C>
                      114,713,065.0210      1,205,045.9480     117,125,887.5320
</TABLE>

4.            A Sub-Advisory Agreement between ING Investments, LLC and Aeltus
              Investment Management, Inc. with no change in the Adviser, the
              portfolio managers, or the overall management fee paid by the
              Trust.

<TABLE>
<CAPTION>
                                            Shares voted
                                             against or         Total Shares
                      Shares voted for        withheld              Voted
                      ----------------        --------              -----
                      <S>                   <C>                <C>
                      113,175,355.1720      2,221,470.0300     117,125,887.5320
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q-1(E)
<SEQUENCE>4
<FILENAME>ex-77q1e.txt
<TEXT>

                                                                Exhibit 77Q-1(e)

                                    Exhibits

1. Sub-Advisory Agreement dated August 19, 2003 between ING Investments, LLC and
Aeltus Investment Management, Inc.

2. First Amendment dated September 1, 2003 to Sub-Advisory Agreement dated
August 19, 2003.

<PAGE>

                             SUB-ADVISORY AGREEMENT

                              ING PRIME RATE TRUST

                  AGREEMENT made this 19th day of August 2003 between ING
Investments, LLC, an Arizona limited liability company (the "Manager"), and
Aeltus Investment Management, Inc., a Connecticut corporation (the
"Sub-Adviser").

                  WHEREAS, ING Prime Rate Trust (the "Fund") is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an
closed-end, management investment company; and

                  WHEREAS, pursuant to an Investment Management Agreement, dated
September 1, 2000 (the "Management Agreement"), a copy of which has been
provided to the Sub-Adviser, the Fund has retained the Manager to render
advisory and management services to the Fund; and

                  WHEREAS, pursuant to authority granted to the Manager in the
Management Agreement, the Manager wishes to retain the Sub-Adviser to furnish
investment advisory services to the Fund, and the Sub-Adviser is willing to
furnish such services to the Fund and the Manager.

                  NOW, THEREFORE, in consideration of the premises and the
promises and mutual covenants herein contained, it is agreed between the Manager
and the Sub-Adviser as follows:

                  1. Appointment. The Manager hereby appoints the Sub-Adviser to
act as the investment adviser and manager to the series of the Fund set forth on
Schedule A hereto (the "Series") for the periods and on the terms set forth in
this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.

                  2. Sub-Adviser Duties. Subject to the supervision of the
Fund's Board of Trustees and the Manager, the Sub-Adviser will provide a
continuous investment program for the Fund's portfolio and determine in its
discretion the composition of the assets of the Fund's portfolio, including
determination of the purchase, retention, or sale of the securities, cash, and
other investments contained in the portfolio. The Sub-Adviser will provide
investment research and conduct a continuous program of evaluation, investment,
sales, and reinvestment of the Fund's assets by determining the securities and
other investments that shall be purchased, entered into, sold, closed, or
exchanged for the Fund, when these transactions should be executed, and what
portion of the assets of the Fund should be held in the various securities and
other investments in which it may invest. To the extent permitted by the
investment policies of the Fund, the Sub-Adviser shall make decisions for the
Fund as to foreign currency matters and make determinations as to and execute
and perform foreign currency exchange contracts on behalf of the Fund. The
Sub-Adviser will provide the services under this Agreement in accordance with
the Fund's investment objective or objectives, policies, and restrictions as
stated


                                      -1-
<PAGE>

in the Fund's Registration Statement filed with the Securities and Exchange
Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser
by the Manager prior to the commencement of this Agreement and promptly
following any such amendment. The Sub-Adviser further agrees as follows:

                  (a) The Sub-Adviser will conform with the 1940 Act and all
rules and regulations thereunder, all other applicable federal and state laws
and regulations, with any applicable procedures adopted by the Fund's Board of
Trustees of which the Sub-Adviser has been sent a copy, and the provisions of
the Registration Statement of the Fund filed under the Securities Act of 1933
(the "1933 Act") and the 1940 Act, as supplemented or amended, of which the
Sub-Adviser has received a copy, and with the Manager's portfolio manager
operating policies and procedures as in effect on the date hereof, as such
policies and procedures may be revised or amended by the Manager and agreed to
by the Sub-Adviser. In carrying out its duties under the Sub-Adviser Agreement,
the Sub-Adviser will comply with the following policies and procedures:

                  (i) The Sub-Adviser will manage the Fund so that it meets the
income and asset diversification requirements of Section 851 of the Internal
Revenue Code.

                  (ii) The Sub-Adviser will have no duty to vote any proxy
solicited by or with respect to the issuers of securities in which assets of the
Series are invested unless the Manager gives the Sub-Adviser written
instructions to the contrary. The Sub-Adviser will immediately forward any proxy
it receives on behalf of the Fund solicited by or with respect to the issuers of
securities in which assets of the Series are invested to the Manager or to any
agent of the Manager designated by the Manager in writing.

                  The Sub-Adviser will make appropriate personnel reasonably
available for consultation for the purpose of reviewing with representatives of
the Manager and/or the Board any proxy solicited by or with respect to the
issuers of securities in which assets of the Series are invested. Upon request,
the Sub-Adviser will submit a voting recommendation to the Manager for such
proxies. In making such recommendations, the Sub-Adviser shall use its good
faith judgment to act in the best interests of the Series. The Sub-Adviser shall
disclose to the best of its knowledge any conflict of interest with the issuers
of securities that are the subject of such recommendation including whether such
issuers are clients or are being solicited as clients of the Sub-Adviser or of
its affiliates.

                  (iii) In connection with the purchase and sale of securities
for the Fund, the Sub-Adviser will arrange for the transmission to the custodian
and portfolio accounting agent for the Fund on a daily basis, such confirmation,
trade tickets, and other documents and information, including, but not limited
to, Cusip, Cedel, or other numbers that identify securities to be purchased or
sold on behalf of the Fund, as may be reasonably necessary to enable the
custodian and portfolio accounting agent to perform its administrative and
record keeping responsibilities with respect to the Fund. With respect to
portfolio securities to be settled through the Depository Trust Company, the
Sub-Adviser will arrange for the prompt transmission of the confirmation of such
trades to the Fund's custodian and portfolio accounting agent.


                                      -2-
<PAGE>

                  (iv) The Sub-Adviser will assist the custodian and portfolio
accounting agent for the Fund in determining or confirming, consistent with the
procedures and policies stated in the Registration Statement for the Fund or
adopted by the Board of Trustees, the value of any portfolio securities or other
assets of the Fund for which the custodian and portfolio accounting agent seeks
assistance from or identifies for review by the Sub-Adviser. The parties
acknowledge that the Sub-Adviser is not a custodian of the Fund's assets and
will not take possession or custody of such assets.

                  (v) The Sub-Adviser will provide the Manager, no later than
the 10th business day following the end of the Fund's semi-annual period and
fiscal year, a letter to shareholders (to be subject to review and editing by
the Manager) containing a discussion of those factors referred to in Item 5(a)
of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year
to date.

                  (vi) The Sub-Adviser will complete and deliver to the Manager
a written compliance checklist in a form provided by the Manager for each month
by the 10th business day of the following month.

                  (b) The Sub-Adviser will complete and deliver to the Manager
by the 10th business day of each month a written report regarding the Fund that
contains the following information as of the immediately previous month's end:

                  (i) A performance comparison to the Fund's benchmark listed in
the prospectus as well as a comparison to other mutual funds as listed in the
rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or
similar independent services that monitor the performance of mutual funds or
with other appropriate indexes of investment securities;

                  (ii) Composition of the assets of the Fund's portfolio and the
impact of key portfolio holdings and sector concentrations on the Fund; and

                  (iii) Confirmation of the Fund's current investment objective
and Sub-Adviser's projected plan to realize the Fund's investment objectives.

                  (c) The Sub-Adviser will contact Morningstar to clarify any
style box conflicts with the Fund's style and the anticipated timeframe in which
Morningstar will remedy such conflicts, if any.

                  (d) The Sub-Adviser will make available to the Fund and the
Manager, promptly upon request, any of the Fund's investment records and ledgers
maintained by the Sub-Adviser (which shall not include the records and ledgers
maintained by the custodian or portfolio accounting agent for the Fund) as are
necessary to assist the Fund and the Manager to comply with requirements of the
1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well
as other applicable laws. The Sub-Adviser will furnish to regulatory authorities
having the requisite authority any information or reports in connection with
such services in respect to the Fund which may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.

                                      -3-
<PAGE>

                  (e) The Sub-Adviser will provide reports to the Fund's Board
of Trustees for consideration at meetings of the Board of Trustees on the
investment program for the Fund and the issuers and securities represented in
the Fund's portfolio, and will furnish the Fund's Board of Trustees with respect
to the Fund such periodic and special reports as the Trustees and the Manager
may reasonably request.

                  3. Broker-Dealer Selection. The Sub-Adviser is authorized to
make decisions to buy and sell securities and other investments for the Fund's
portfolio, broker-dealer selection, and negotiation of brokerage commission
rates in effecting a security transaction. The Sub-Adviser's primary
consideration in effecting a security transaction will be to obtain the best
execution for the Fund, taking into account the factors specified in the
prospectus and/or statement of additional information for the Fund, and
determined in consultation with the Manager, which include price (including the
applicable brokerage commission or dollar spread), the size of the order, the
nature of the market for the security, the timing of the transaction, the
reputation, the experience and financial stability of the broker-dealer
involved, the quality of the service, the difficulty of execution, and the
execution capabilities and operational facilities of the firm involved, and the
firm's risk in positioning a block of securities. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified, in the judgment of the
Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other
aspects of the portfolio execution services offered. Subject to such policies as
the Fund's Board of Trustees or Manager may determine and consistent with
Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not
be deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Fund to pay a
broker-dealer for effecting a portfolio investment transaction in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Sub-Adviser's or the Manager's overall
responsibilities with respect to the Fund and to their respective other clients
as to which they exercise investment discretion. The Sub-Adviser will consult
with the Manager to the end that portfolio transactions on behalf of a Fund are
directed to broker-dealers on the basis of criteria reasonably considered
appropriate by the Manager. To the extent consistent with these standards, the
Sub-Adviser is further authorized to allocate the orders placed by it on behalf
of the Fund to the Sub-Adviser if it is registered as a broker-dealer with the
SEC, to an affiliated broker-dealer, or to such brokers and dealers who also
provide research or statistical material, or other services to the Fund, the
Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in
such amounts and proportions as the Sub-Adviser shall determine consistent with
the above standards, and the Sub-Adviser will report on said allocation
regularly to the Fund's Board of Trustees indicating the broker-dealers to which
such allocations have been made and the basis therefore.

                  4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed
the most recent Post-Effective Amendment to the Registration Statement for the
Fund filed with the SEC that contains disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the disclosure about the
Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser,
such Registration Statement contains, as of the date hereof, no untrue statement
of any


                                      -4-
<PAGE>

material fact and does not omit any statement of a material fact which was
required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Advisers Act and will maintain such
registration so long as this Agreement remains in effect. The Sub-Adviser will
provide the Manager with a copy of the Sub-Adviser's Form ADV, Part II at the
time the Form ADV is filed with the SEC.

                  5. Expenses. During the term of this Agreement, the
Sub-Adviser will pay all expenses incurred by it and its staff and for their
activities in connection with its portfolio management duties under this
Agreement. The Manager or the Fund shall be responsible for all the expenses of
the Fund's operations.

                  6. Compensation. For the services provided to the Fund, the
Manager will pay the Sub-Adviser an annual fee equal to the amount specified for
the Fund in Schedule A hereto, payable monthly in arrears. The fee will be
appropriately prorated to reflect any portion of a calendar month that this
Agreement is not in effect among the parties. In accordance with the provisions
of the Management Agreement, the Manager is solely responsible for the payment
of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its
fees solely from the Manager; provided, however, that if the Fund fails to pay
the Manager all or a portion of the management fee under said Management
Agreement when due, and the amount that was paid is insufficient to cover the
Sub-Adviser's fee under this Agreement for the period in question, then the
Sub-Adviser may enforce against the Fund any rights it may have as a third-party
beneficiary under the Management Agreement and the Manager will take all steps
appropriate under the circumstances to collect the amount due from the Fund.

                  7. Marketing Materials.

                  (a) During the term of this Agreement, the Sub-Adviser agrees
to furnish the Manager at its principal office for prior review and approval by
the Manager all written and/or printed materials, including but not limited to,
PowerPoint(R) or slide presentations, news releases, advertisements, brochures,
fact sheets and other promotional, informational or marketing materials (the
"Marketing Materials") for internal use or public dissemination, that are
produced or are for use or reference by the Sub-Adviser, its affiliates or other
designees, broker-dealers or the public in connection with the Fund, and
Sub-Adviser shall not use any such materials if the Manager reasonably objects
in writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. Marketing Materials may be furnished to the
Manager by first class or overnight mail, facsimile transmission equipment,
electronic delivery or hand delivery.

                  (b) During the term of this Agreement, the Manager agrees to
furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to shareholders, or Marketing Materials prepared for
distribution to shareholders of the Fund, or the public that refer to the
Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use
any such materials if the Sub-Adviser reasonably objects in writing within five
business days (or such other period as may be mutually agreed) after receipt
thereof. The Sub-Adviser's right to object to such materials is limited to the
portions of such materials that expressly relate to the Sub-


                                      -5-
<PAGE>

Adviser, its services and its clients. The Manager agrees to use its reasonable
best efforts to ensure that materials prepared by its employees or agents or its
affiliates that refer to the Sub-Adviser or its clients in any way are
consistent with those materials previously approved by the Sub-Adviser as
referenced in the first sentence of this paragraph. Marketing Materials may be
furnished to the Sub-Adviser by first class or overnight mail, facsimile
transmission equipment, electronic delivery or hand delivery.

                  8. Compliance.

                  (a) The Sub-Adviser agrees to use reasonable compliance
techniques as the Manager or the Board of Trustees may adopt, including any
written compliance procedures.

                   (b) The Sub-Adviser agrees that it shall promptly notify the
Manager and the Fund (1) in the event that the SEC has censured the Sub-Adviser;
placed limitations upon its activities, functions or operations; suspended or
revoked its registration as an investment adviser; or has commenced proceedings
or an investigation that may result in any of these actions, or (2) upon having
a reasonable basis for believing that the Fund has ceased to qualify or might
not qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code. The Sub-Adviser further agrees to notify the Manager and the Fund
promptly of any material fact known to the Sub-Adviser respecting or relating to
the Sub-Adviser that is not contained in the Registration Statement or
prospectus for the Fund, or any amendment or supplement thereto, or if any
statement contained therein that becomes untrue in any material respect.

                  (c) The Manager agrees that it shall promptly notify the
Sub-Adviser (1) in the event that the SEC has censured the Manager or the Fund;
placed limitations upon either of their activities, functions, or operations;
suspended or revoked the Manager's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, or (2) upon having a reasonable basis for believing that the Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.

                  9. Books and Records. The Sub-Adviser hereby agrees that all
records which it maintains for the Fund may be the property of the Fund and
further agrees to promptly make available to the Fund any of such records upon
the Fund's or the Manager's request in compliance with the requirements of Rule
31a-3 under the 1940 Act. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-l under the 1940 Act.

                  10. Cooperation; Confidentiality. Each party to this Agreement
agrees to cooperate with the other party and with all appropriate governmental
authorities having the requisite jurisdiction (including, but not limited to,
the SEC) in connection with any investigation or inquiry relating to this
Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as
confidential all information pertaining to the Fund and actions of the Fund, the
Manager and the Sub-Adviser, and the Manager shall treat as confidential and use
only in connection with the Fund all information furnished to the Fund or the
Manager by the Sub-Adviser, in connection with its duties under the agreement
except that the aforesaid information


                                      -6-
<PAGE>

need not be treated as confidential if required to be disclosed under applicable
law, if generally available to the public through means other than by disclosure
by the Sub-Adviser or the Manager, or if available from a source other than the
Manager, Sub-Adviser or this Fund.

                  11. Representations Respecting Sub-Adviser. The Manager agrees
that neither the Manager, nor affiliated persons of the Manager, shall give any
information or make any representations or statements in connection with the
sale of shares of the Fund concerning the Sub-Adviser or the Fund other than the
information or representations contained in the Registration Statement,
prospectus, or statement of additional information for the Fund's shares, as
they may be amended or supplemented from time to time, or in reports or proxy
statements for the Fund, or in sales literature or other promotional material
approved in advance by the Sub-Adviser, except with the prior permission of the
Sub-Adviser.

                  12. Control. Notwithstanding any other provision of the
Agreement, it is understood and agreed that the Fund shall at all times retain
the ultimate responsibility for and control of all functions performed pursuant
to this Agreement and has reserved the right to reasonably direct any action
hereunder taken on its behalf by the Sub-Adviser.

                  13. Liability. Except as may otherwise be required by the 1940
Act or the rules thereunder or other applicable law, the Manager agrees that the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls the Sub-Adviser
(1) shall bear no responsibility and shall not be subject to any liability for
any act or omission respecting the Fund , and (2) shall not be liable for, or
subject to any damages, expenses, or losses in connection with, any act or
omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Sub-Adviser's duties, or by reason of
reckless disregard of the Sub-Adviser's obligations and duties under this
Agreement.

                  14. Indemnification.

                  (a) The Manager agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser
Indemnified Persons") against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of the Manager's responsibilities to the Fund which (1) may be based upon the
Manager's negligence, willful misfeasance, or bad faith in the performance of
its duties (which could include a negligent action or a negligent omission to
act), or by reason of the Manager's reckless disregard of its obligations and
duties under this Agreement, or (2) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or prospectus covering shares of the Fund, or any amendment thereof or
any supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in reliance
upon information furnished to the Manager or the Fund or to any affiliated
person of the Manager by a Sub-

                                      -7-
<PAGE>

Adviser Indemnified Person; provided however, that in no case shall the
indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect
such person against any liability to which any such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of its reckless disregard of obligations
and duties under this Agreement.

                  (b) Notwithstanding Section 13 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Manager, any affiliated
person of the Manager, and any controlling person of the Manager (all of such
persons being referred to as "Manager Indemnified Persons") against any and all
losses, claims, damages, liabilities, or litigation (including legal and other
expenses) to which a Manager Indemnified Person may become subject under the
1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Sub-Adviser's responsibilities as Sub-Adviser of
the Fund which (1) may be based upon the Sub-Adviser's negligence, willful
misfeasance, or bad faith in the performance of its duties (which could include
a negligent action or a negligent omission to act), or by reason of the
Sub-Adviser's reckless disregard of its obligations and duties under this
Agreement, or (2) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
prospectus covering the shares of the Fund, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
known or which should have been known to the Sub-Adviser and was required to be
stated therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon information furnished to
the Manager, the Fund, or any affiliated person of the Manager or Fund by the
Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that
in no case shall the indemnity in favor of a Manager Indemnified Person be
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.

                  (c) The Manager shall not be liable under Paragraph (a) of
this Section 14 with respect to any claim made against a Sub-Adviser Indemnified
Person unless such Sub-Adviser Indemnified Person shall have notified the
Manager in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser
Indemnified Person shall have received notice of such service on any designated
agent), but failure to notify the Manager of any such claim shall not relieve
the Manager from any liability which it may have to the Sub-Adviser Indemnified
Person against whom such action is brought except to the extent the Manager is
prejudiced by the failure or delay in giving such notice. In case any such
action is brought against the Sub-Adviser Indemnified Person, the Manager will
be entitled to participate, at its own expense, in the defense thereof or, after
notice to the Sub-Adviser Indemnified Person, to assume the defense thereof,
with counsel satisfactory to the Sub-Adviser Indemnified Person. If the Manager
assumes the defense of any such action and the selection of counsel by the
Manager to represent the Manager and the Sub-Adviser Indemnified Person would
result in a conflict of interests and therefore, would not, in the reasonable
judgment of the Sub-Adviser Indemnified Person, adequately represent the
interests of the Sub-Adviser Indemnified Person, the Manager will, at its own
expense, assume the defense with counsel to


                                      -8-
<PAGE>

the Manager and, also at its own expense, with separate counsel to the
Sub-Adviser Indemnified Person, which counsel shall be satisfactory to the
Manager and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified
Person shall bear the fees and expenses of any additional counsel retained by
it, and the Manager shall not be liable to the Sub-Adviser Indemnified Person
under this Agreement for any legal or other expenses subsequently incurred by
the Sub-Adviser Indemnified Person independently in connection with the defense
thereof other than reasonable costs of investigation. The Manager shall not have
the right to compromise on or settle the litigation without the prior written
consent of the Sub-Adviser Indemnified Person if the compromise or settlement
results, or may result in a finding of wrongdoing on the part of the Sub-Adviser
Indemnified Person.

                  (d) The Sub-Adviser shall not be liable under Paragraph (b) of
this Section 14 with respect to any claim made against a Manager Indemnified
Person unless such Manager Indemnified Person shall have notified the
Sub-Adviser in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon such Manager Indemnified Person (or after such Manager Indemnified
Person shall have received notice of such service on any designated agent), but
failure to notify the Sub-Adviser of any such claim shall not relieve the
Sub-Adviser from any liability which it may have to the Manager Indemnified
Person against whom such action is brought except to the extent the Sub-Adviser
is prejudiced by the failure or delay in giving such notice. In case any such
action is brought against the Manager Indemnified Person, the Sub-Adviser will
be entitled to participate, at its own expense, in the defense thereof or, after
notice to the Manager Indemnified Person, to assume the defense thereof, with
counsel satisfactory to the Manager Indemnified Person. If the Sub-Adviser
assumes the defense of any such action and the selection of counsel by the
Sub-Adviser to represent both the Sub-Adviser and the Manager Indemnified Person
would result in a conflict of interests and therefore, would not, in the
reasonable judgment of the Manager Indemnified Person, adequately represent the
interests of the Manager Indemnified Person, the Sub-Adviser will, at its own
expense, assume the defense with counsel to the Sub-Adviser and, also at its own
expense, with separate counsel to the Manager Indemnified Person, which counsel
shall be satisfactory to the Sub-Adviser and to the Manager Indemnified Person.
The Manager Indemnified Person shall bear the fees and expenses of any
additional counsel retained by it, and the Sub-Adviser shall not be liable to
the Manager Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Manager Indemnified Person independently
in connection with the defense thereof other than reasonable costs of
investigation. The Sub-Adviser shall not have the right to compromise on or
settle the litigation without the prior written consent of the Manager
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Manager Indemnified Person.

                  15. Duration and Termination.

                  (a) This Agreement shall become effective on the date first
indicated above, subject to the condition that the Fund's Board of Trustees,
including a majority of those Trustees who are not interested persons (as such
term is defined in the 1940 Act) of the Manager or the Sub-Adviser, and the
shareholders of the Fund, shall have approved this Agreement. Unless terminated
as provided herein, this Agreement shall remain in full force and effect until


                                      -9-
<PAGE>

September 1, 2004 and continue on an annual basis thereafter with respect to the
Fund covered by this Agreement; provided that such annual continuance is
specifically approved each year by (a) the Board of Trustees of the Fund, or by
the vote of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Fund, and (b) the vote of a majority of those Trustees who are
not parties to this Agreement or interested persons (as such term is defined in
the 1940 Act) of any such party to this Agreement cast in person at a meeting
called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated with respect to the Fund: (a) by the
Manager at any time, upon sixty (60) days' written notice to the Sub-Adviser and
the Fund, (b) at any time without payment of any penalty by the Fund, by the
Fund's Board of Trustees or a majority of the outstanding voting securities of
the Fund, upon sixty (60) days' written notice to the Manager and the
Sub-Adviser, or (c) by the Sub-Adviser upon three (3) months' written notice
unless the Fund or the Manager requests additional time to find a replacement
for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional
time requested by the Fund or Manager not to exceed three (3) additional months
beyond the initial three-month notice period; provided, however, that the
Sub-Adviser may terminate this Agreement at any time without penalty, effective
upon written notice to the Manager and the Fund, in the event either the
Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an
investment adviser under the Advisers Act or otherwise becomes legally incapable
of providing investment management services pursuant to its respective contract
with the Fund, or in the event the Manager becomes bankrupt or otherwise
incapable of carrying out its obligations under this Agreement, or in the event
that the Sub-Adviser does not receive compensation for its services from the
Manager or the Fund as required by the terms of this agreement.

                  In the event of termination for any reason, all records of the
Fund shall promptly be returned to the Manager or the Fund, free from any claim
or retention of rights in such record by the Sub-Adviser, although the
Sub-Adviser may, at its own expense, make and retain a copy of such records.
This Agreement shall automatically terminate in the event of its assignment (as
such term is described in the 1940 Act). In the event this Agreement is
terminated or is not approved in the manner described above, the Sections or
Paragraphs numbered 9, 10, 11, 12, 13, 14 and 17 of this Agreement shall remain
in effect, as well as any applicable provision of this Section numbered 15 and,
to the extent that only amounts are owed to the Sub-Adviser as compensation for
services rendered while the agreement was in effect, Section 6.

                  (b) Notices. Any notice must be in writing and shall be
sufficiently given (1) when delivered in person, (2) when dispatched by telegram
or electronic facsimile transfer (confirmed in writing by postage prepaid first
class air mail simultaneously dispatched), (3) when sent by internationally
recognized overnight courier service (with receipt confirmed by such overnight
courier service), or (4) when sent by registered or certified mail, to the other
party at the address of such party set forth below or at such other address as
such party may from time to time specify in writing to the other party.


                                      -10-
<PAGE>

                  If to the Fund:

                           ING Prime Rate Trust
                           7337 East Doubletree Ranch Road
                           Scottsdale, AZ 85258
                           Attention:  Kimberly A. Anderson

                  If to the Sub-Adviser:

                           Aeltus Investment Management, Inc.
                           10 State House Square
                           Hartford, CT  06103-3602
                           Attention:  Michael Gioffre

                  16. Amendments. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Agreement shall be effective
until approved as required by applicable law.

                  17. Miscellaneous.

                  (a) This Agreement shall be governed by the laws of the State
of Arizona, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principle thereof. The
term "affiliate" or "affiliated person" as used in this Agreement shall mean
"affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

                  (b) The Manager and the Sub-Adviser acknowledge that the Fund
enjoys the rights of a third-party beneficiary under this Agreement, and the
Manager acknowledges that the Sub-Adviser enjoys the rights of a third party
beneficiary under the Management Agreement.

                  (c) The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.

                 (d) To the extent permitted under Section 15 of this Agreement,
this Agreement may only be assigned, as defined in the Investment Company Act of
1940, by any party with the prior written consent of the other parties.

                  (e) If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby, and to this extent, the provisions of
this Agreement shall be deemed to be severable.

                   (f) Nothing herein shall be construed as constituting the
Sub-Adviser as an agent or co-partner of the Manager, or constituting the
Manager as an agent or co-partner of the Sub-Adviser.

<PAGE>

                  (g) This agreement may be executed in counterparts.

                  IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the day and year first above written.

                                         ING INVESTMENTS, LLC


                                         By: ___________________________________
                                             Michael J. Roland
                                             Executive Vice President


                                         AELTUS INVESTMENT MANAGEMENT, INC.


                                         By: ___________________________________
                                             ___________________________________
                                             Title


                                      -12-
<PAGE>


                                   SCHEDULE A

                               with respect to the

                             SUB-ADVISORY AGREEMENT

                                     between

                              ING INVESTMENTS, LLC

                                       and

                       AELTUS INVESTMENT MANAGEMENT, INC.


                                                      Annual
                                                 Sub-Adviser Fee
                                                 ---------------
Series                            (as a percentage of average daily net assets*)
- ------

ING Prime Rate Trust                                  .3600%


* Managed Assets means average daily gross assets, minus the sum of the Trust's
accrued and unpaid dividends on any outstanding preferred shares and accrued
liabilities (other than liabilities for the principal amount of any borrowings
incurred, commercial paper or notes issued by the Trust, and the liquidation
preference of any outstanding preferred shares).


                                      -13-
<PAGE>

                    FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT

                              ING PRIME RATE TRUST

         This First Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 19th day of August, 2003
between ING Investments, LLC, an Arizona limited liability company (the
"Manager"), and Aeltus Investment Management, Inc., a Connecticut corporation
(the "Sub-Adviser") with regards to ING Prime Rate Trust, a Series of ING Prime
Rate Trust.

                               W I T N E S S E T H

         WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of September 1, 2003.

         NOW, THEREFORE, the parties agree as follows:

         1.       The following Section 11 is hereby inserted between existing
Section 10 and Section 11:

                  11. Non-Exclusivity. The services of the Sub-Adviser to the
Series and the Fund are not to be deemed to be exclusive, and the Sub-Adviser
shall be free to render investment advisory or other services to others
(including other investment companies) and to engage in other activities,
provided, however, that the Sub-Adviser may not consult with any other
sub-adviser of the Fund concerning transactions in securities or other assets
for any investment portfolio of the Fund, including the Series, except that such
consultations are permitted between the current and successor sub-advisers of
the Series in order to effect an orderly transition of sub-advisory duties so
long as such consultations are not concerning transactions prohibited by Section
17(a) of the 1940 Act.

2. Each Section number and applicable references to each Section following the
inserted Section 11 above, will increase numerically by one (i.e., Section 13
will be Section 14, etc.).

3. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.

4. In all other respects, the Agreement is hereby confirmed and remains in full
force and effect.


                                      -1-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.

                              ING INVESTMENTS, LLC


                              By: ______________________________________________
                                  Michael J. Roland
                                  Executive Vice President


                              AELTUS INVESTMENT MANAGEMENT, INC.


                              By: ______________________________________________
                                  Name:    _____________________________________
                                  Title:   _____________________________________


                                      -2-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
