<DOCUMENT>
<TYPE>EX-99.77B
<SEQUENCE>2
<FILENAME>ex99_77b.txt
<TEXT>
To the Shareholders and Board of Trustees
ING Prime Rate Trust:

In planning and performing our audit of the financial statements of ING Prime
Rate Trust for the year ended February 29, 2004, we considered its internal
control, including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.

The management of ING Prime Rate Trust is responsible for establishing and
maintaining internal control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of controls. Generally, controls that are relevant to an audit pertain to
the entity's objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting principles generally
accepted in the United States of America. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
February 29, 2004.

This report is intended solely for the information and use of management and the
Board of Trustees of ING Prime Rate Trust and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.

/s/ KPMG LLP

April 19, 2004
Los Angeles, California

</TEXT>
</DOCUMENT>
