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<SEC-DOCUMENT>0001047469-05-027924.txt : 20051207
<SEC-HEADER>0001047469-05-027924.hdr.sgml : 20051207
<ACCEPTANCE-DATETIME>20051207155242
ACCESSION NUMBER:		0001047469-05-027924
CONFORMED SUBMISSION TYPE:	497
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051207
DATE AS OF CHANGE:		20051207
EFFECTIVENESS DATE:		20051207

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:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-61831
		FILM NUMBER:		051249635

	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>497
<SEQUENCE>1
<FILENAME>a2165642z497.txt
<DESCRIPTION>497
<TEXT>
<Page>

            IMPORTANT NOTICE REGARDING A CHANGE IN INVESTMENT POLICY

                         ING Prime Rate Trust ("Trust")
                        Supplement dated December 7, 2005
                    to the 5,000,000 Common Shares Prospectus
                   and the 25,000,000 Common Shares Prospectus
                             each dated July 1, 2005

     Effective March 1, 2006, the Trust's principal investment strategies will
change to allow the Trust to invest in a wider variety of floating rate debt
instruments, including allocations to loans to foreign issuers and loans
denominated in foreign currencies. The Trust will engage in currency exchange
transactions to seek to hedge, as closely as practicable, 100% of the economic
impact to the Trust arising from foreign currency fluctuations. Under the
revised policy, the Trust will continue to invest, under normal circumstances,
at least 80% of its assets in Senior Loans made to corporations or other
business entities organized under U.S. or Canadian law and that are domiciled in
the U.S., Canada or in U.S. territories or possessions.

     The Prospectuses are hereby amended as follows:

1. The section entitled "Prospectus Synopsis - Principal Investment Strategies"
   on page 2 is deleted in its entirety and replaced with the following:

     The Trust seeks to achieve its investment objective by investing, under
     normal circumstances, at least 80% of its net assets, plus the amount of
     any borrowings for investment purposes, in U.S. dollar denominated floating
     rate secured senior loans ("Senior Loans"). The Trust will provide
     shareholders with at least 60 days prior notice of any change in this
     investment policy. Under normal circumstances, the Trust invests at least
     80% of its assets in Senior Loans made to corporations or other business
     entities organized under U.S. or Canadian law and that are domiciled in the
     U.S., Canada or in U.S. territories or possessions.

     The Senior Loans in which the Trust invests either hold the most senior
     position in the capital structure of the borrower or hold an equal ranking
     with other senior debt or have characteristics that the Investment Manager
     or Sub-Adviser believes justify treatment as senior debt. These Senior
     Loans are typically below investment grade quality.

     The Trust typically makes its investments in Senior Loans by purchasing a
     portion of the overall loan, I.E., the Trust becomes one of a number of
     lenders participating in the loan. The Trust may also make its investments
     in Senior Loans through the use of derivative instruments such as
     participations, credit-linked notes, credit default swaps, and total return
     swaps as long as the reference obligation for any such instrument is a
     Senior Loan. Investments through the use of such derivative instruments
     involve counter-party risk, I.E., the risk that the party from which such
     instrument is purchased will not perform as agreed. The Trust seeks to
     minimize such counter-party risk by purchasing such investments from large,
     well established and highly rated counter-parties.

2. The sixth paragraph of the section entitled "Prospectus Synopsis - Other
   Investment Strategies and Policies" on page 3 is hereby deleted and replaced
   with the following:

        The Trust may invest up to 20% of its total assets in U.S. dollar
        denominated loans, secured or unsecured, to borrowers that are organized
        or located in countries outside the United States and Canada or U.S.
        territories and possessions and up to 15% of its total assets in
        investments denominated in the Organization for Economic Co-operation
        and Development ("OECD") currencies (including the Euro), other than the
        U.S. dollar.

<Page>

3. The section entitled "Investment Objective and Policies - Senior Loans" on
   page 11 of the Prospectuses is hereby deleted in its entirety and replace
   with the following:

     1.   SENIOR LOANS. Under normal circumstances, at least 80% of the Trust's
          net assets, plus the amount of any borrowings for investment purposes,
          will be invested in Senior Loans. This investment policy may be
          changed without shareholder approval so long as the Trust provides its
          shareholders with at least 60 days' prior notice of any changes in
          this investment policy. Under normal circumstances, the Trust invests
          at least 80% of its assets in Senior Loans made to corporations or
          other business entities organized under U.S. or Canadian law and that
          are domiciled in the U.S., Canada or in U.S. territories or
          possessions.

          The Senior Loans in which the Trust invests either hold the most
          senior position in the capital structure of the borrower or hold an
          equal ranking with other senior debt or have characteristics that the
          Investment Manager or Sub-Adviser believes justify treatment as senior
          debt. These Senior Loans are typically below investment grade credit
          quality. The Trust typically makes its investments in Senior Loans by
          purchasing a portion of the overall loan, I.E., the Trust becomes one
          of a number of lenders participating in the loan. The Trust may also
          make its investments in Senior Loans through the use of derivative
          instruments such as participations, credit-linked notes, credit
          default swaps and total return swaps as long as the reference
          obligation for any such instrument is a Senior Loan. Investments
          through the use of such derivative instruments involve counter-party
          risk, I.E., the risk that the party from which such instrument is
          purchased will not perform as agreed. The Trust seeks to minimize such
          counter-party risk by purchasing such investments only from large,
          well established and highly rated counter-parties.

4. The section entitled "Investment Objective and Policies - Other Investments"
   on page 11 is hereby deleted in its entirety and replaced with the following:

     2.   OTHER INVESTMENTS. Under normal circumstances, the Trust may invest up
          to 20% of its total assets, measured at the time of investment, in a
          combination of one or more of the following types of investments
          ("Other Investments"):

          -   loans to borrowers organized outside the U.S. or Canada;

          -   unsecured floating rate loans, notes and other debt instruments;

          -   floating rate subordinated loans;

          -   tranches of floating rate asset-backed securities, including
              structured notes;

          -   short-term debt securities; and

          -   equity securities incidental to investment in loans

5. The following is inserted after the seventh paragraph under the section
   entitled "Investment Objective and Policies - Investment Objective" on page
   11:

     4.   OTHER INVESTMENT STRATEGIES. The Trust may lend its portfolio
          securities, on a short-term or long-term basis, in an amount equal to
          up to 33 1/3% of its total assets.

6. The section entitled "Investment Objective and Policies - Investment
   Policies" on pages 11 and 12 is hereby deleted in its entirety and replaced
   with the following:

     INVESTMENT POLICIES

<Page>

     The Investment Manager and Sub-Adviser follow certain investment policies
     set by the Trust's Board. Some of those policies are set forth below.
     Please refer to the SAI for additional information on these and other
     investment policies.

     1.   LIMITATIONS ON CURRENCIES. The Trust's investments must be denominated
          in U.S. dollars, provided that the Trust may invest up to 15% of its
          total assets in investments denominated in the OECD currencies
          (including the Euro), other than the U.S. dollar. The Trust will
          engage in currency exchange transactions to seek to hedge, as closely
          as practicable, 100% of the economic impact to the Trust arising from
          foreign currency fluctuations.

     2.   MATURITY. Although the Trust has no restrictions on portfolio
          maturity, under normal circumstances, at least 80% of the Trust's
          total assets will be invested in assets with remaining maturities of
          one to ten years. The maximum maturity on any loan in which the Trust
          can invest is ten years.

     3.   INTEREST RATE RESETS. Under normal circumstances, at least 80% of the
          Trust's total assets will be invested in assets with rates of interest
          which reset either daily, monthly, or quarterly. The maximum duration
          of an interest rate reset on any loan investment in which the Trust
          may invest is one year. In addition, under normal circumstances, the
          Trust will maintain a dollar-weighted average time until the next
          interest rate adjustment on its loan investments of 90 days or less.

     4.   LIMITATIONS ON OTHER INVESTMENTS. The Trust may also invest up to 20%
          of its total assets, measured at the time of investment, in Other
          Investments. The following additional limitations apply to Other
          Investments:

             a. UNSECURED DEBT INSTRUMENTS. The Trust may not invest in
                unsecured loans, notes and other debt instruments, whether or
                not senior or subordinated, in an aggregate amount that exceeds
                20% of the Trust's total assets, measured at the time of
                investment.

             b. EQUITIES. The Trust may acquire equity securities only as an
                incident to the purchase or ownership of a loan or in connection
                with a reorganization of a borrower or its debt.

             c. SUBORDINATED LOANS. The Trust may not invest in subordinated
                loans in an amount that exceeds 5% of its total assets, measured
                at the time of investment.

7. The section entitled "Investment Objective and Policies - Securities Lending"
   on page 12 is hereby deleted in its entirety.

8. The following is inserted after the first paragraph under the section
   entitled "Risk Factors and Special Considerations" on page 19:

     INVESTMENT IN NON-U.S. AND NON-CANADIAN ISSUERS
     Subject to the 15% limit on investments in securities denominated in
     non-U.S. currencies, the Trust may invest up to 20% of its total assets
     measured at the time of investment in loans and other debt instruments made
     to borrowers and issuers that are organized or located in countries other
     than the U.S., Canada or U.S. territories or possessions.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<Page>

            IMPORTANT NOTICE REGARDING A CHANGE IN INVESTMENT POLICY

                         ING Prime Rate Trust ("Trust")
                        Supplement dated December 7, 2005
                         to the 5,000,000 Common Shares
                        and the 25,000,000 Common Shares
                   Statement of Additional Information ("SAI")
                             each dated July 1, 2005

     Effective March 1, 2006, the Trust's principal investment strategies will
change to allow the Trust to invest in a wider variety of floating rate debt
instruments, including allocations to loans of foreign issuers and loans
denominated in foreign currencies.

     The SAI is hereby amended as follows:

1. The section entitled "Investment Objective" on page 2 of the SAI is hereby
   deleted in its entirety and replaced with the following:

     The Trust's investment objective is to obtain as high a level of current
     income as is consistent with the preservation of capital. The Trust seeks
     to achieve its investment objective by investing, under normal
     circumstances, at least 80% of its net assets, plus the amount of any
     borrowings for investment purposes, in U.S. dollar denominated floating
     rate secured senior loans ("Senior Loans"). Under normal circumstances,
     the Trust invests at least 80% of its assets in Senior Loans made to
     corporations or other business entities organized under U.S. or Canadian
     law and that are domiciled in the U.S., Canada or in U.S. territories or
     possessions.

     The Senior Loans in which the Trust invests either hold the most senior
     position in the capital structure of the borrower or hold an equal ranking
     with other senior debt or have characteristics that the Investment Manager
     or Sub-Adviser believes justify treatment as senior debt. These Senior
     Loans are typically below investment grade credit quality.

     The Trust may invest up to 20% of its total assets in other investments,
     including unsecured floating rate loans, notes and other debt securities,
     subordinated loans, tranches of floating rate asset-backed securities,
     including structured notes, short-term debt instruments, equity securities
     acquired in connection with investments in loans and other instruments as
     described under "Additional Information About Investments and Investment
     Techniques." During periods when, in the opinion of the Trust's Investment
     Manager or Sub-Adviser, a temporary defensive posture in the market is
     appropriate, the Trust may hold up to 100% of its assets in cash and/or in
     short-term debt instruments.

2. The last paragraph in the section entitled "Investment Restrictions" on pages
   2 and 3 of the SAI is hereby deleted and replaced with the following:

   The Trust has also adopted a non-fundamental policy as required by Rule 35d-1
under the 1940 Act to invest, under normal circumstances, at least 80% of its
net assets, plus the amount of any borrowings for investment purposes, in
floating rate secured Senior Loans. The Trust has also adopted a policy to
provide its shareholders with at least 60 days' prior notice of any change in
such investment policy. If, subsequent to an investment, the 80% requirement is
no longer met, the Trust's future investments will be made in a manner that will
bring the Trust into compliance with this policy.

3. The section entitled "Other Investments" on page 6 of the SAI is hereby
   amended to delete the first sentence and replace it with the following:

   Assets not invested in Senior Loans will generally consist of other
   instruments, including loans to borrowers organized outside the U.S. or
   Canada, unsecured floating rate loans, notes and other debt

<Page>

   instruments, floating rate subordinated loans up to a maximum of 5% of the
   Trust's total assets, tranches of floating rate asset-backed securities,
   including structured notes, short-term debt securities, with remaining
   maturities of 120 days or less (which may have yields tied to the Prime Rate,
   commercial paper rates, the federal funds rate or LIBOR) and equity
   securities acquired in connection with investments in loans.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

                                        2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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