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<SEC-DOCUMENT>0000950153-07-000197.txt : 20070202
<SEC-HEADER>0000950153-07-000197.hdr.sgml : 20070202
<ACCEPTANCE-DATETIME>20070202172442
ACCESSION NUMBER:		0000950153-07-000197
CONFORMED SUBMISSION TYPE:	497
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20070202
DATE AS OF CHANGE:		20070202
EFFECTIVENESS DATE:		20070202

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:		07577563

	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>
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<TYPE>497
<SEQUENCE>1
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<TEXT>
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<TITLE>e497</TITLE>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Supplement dated February&nbsp;2, 2007<BR>
to the current Statements of Additional Information (&#147;SAIs&#148;) of<BR>
the ING Equity Trust, ING Funds Trust, ING Investment Funds, Inc., ING Investors Trust, ING<BR>
Mayflower Trust, ING Mutual Funds, ING Prime Rate Trust, ING Senior Income Fund, ING Variable<BR>
Insurance Trust, ING Variable Products Trust and ING Partners,
Inc.<BR>(the &#147;Registrants&#148;)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Effective November&nbsp;10, 2005, the Boards of the above referenced Registrants approved a revision to
their funds&#146; policy of waiving sales charges for purchases of Class&nbsp;A and Class&nbsp;M shares of the
Funds, to permit retired Directors/Trustees and retired ING employees to purchase Class&nbsp;A and Class
M shares without a sales charge. Effective immediately, the fourth paragraph, in the section
entitled &#147;Special Purchases at Net Asset Value &#151; Class&nbsp;A and Class&nbsp;M Shares&#148; for all funds except
ING Senior Income Fund and the section entitled &#147;Special Purchases at Net Asset Value &#151; Class&nbsp;A
Shares&#148; for ING Senior Income Fund in the SAIs for the above referenced Registrants (except ING
Investors Trust, ING Partners, Inc., ING Prime Rate Trust, ING Variable Insurance Trust and ING
Variable Products Trust) is hereby revised as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>ING Investment Funds, Inc. </B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Funds&#146; officers and Directors (including retired officers and retired Board members), bona
fide full-time employees of the Funds (including retired Fund employees) and the officers,
directors and full-time employees of their investment adviser, sub-adviser, principal underwriter,
or any service provider to a Fund or affiliated corporation thereof (including retired officers and
employees of the investment adviser, principal underwriter, ING-affiliated service providers and
affiliated corporations thereof) or any trust, pension, profit-sharing or other benefit plan for
such persons, broker-dealers, for their own accounts or for members of their families (defined as
current spouse, children, parents, grandparents, uncles, aunts, siblings, nephews, nieces,
step-relations, relations at-law, and cousins) employees of such broker-dealers (including their
immediate families) and discretionary advisory accounts of ING Investments or any Sub-Adviser, may
purchase Class&nbsp;A or Class&nbsp;M shares of a Fund at NAV without a sales charge. Such purchaser may be
required to sign a letter stating that the purchase is for his own investment purposes only and
that the securities will not be resold except to the Fund. A Fund may, under certain
circumstances, allow registered adviser&#146;s to make investments on behalf of their clients at NAV
without any commission or concession. A Fund may terminate or amend the terms of this sales charge
waiver at any time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>ING Equity Trust, ING Funds Trust, ING Mayflower Trust and ING Mutual Funds</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Funds&#146; officers and Trustees (including retired officers and retired Board members), bona
fide full-time employees of the Funds (including retired Fund employees) and the officers,
directors and full-time employees of their investment adviser, sub-adviser, principal underwriter,
or any service provider to a Fund or affiliated corporation thereof (including retired officers and
employees of the investment adviser, principal underwriter, ING-affiliated service providers and
affiliated corporations thereof) or any trust, pension, profit-sharing or other benefit plan for
such persons, broker-dealers, for their own accounts or for members of their families (defined as
current spouse, children, parents, grandparents, uncles, aunts, siblings, nephews, nieces,
step-relations, relations at-law, and cousins) employees of such broker-dealers (including their
immediate families) and discretionary advisory accounts of ING Investments or any Sub-Adviser, may
purchase Class&nbsp;A or Class&nbsp;M shares of a Fund at NAV without a sales charge. Such purchaser may be
required to sign a letter stating that the purchase is
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">for his own investment purposes only and that the securities will not be resold except to the
Fund. A Fund may, under certain circumstances, allow registered adviser&#146;s to make investments on
behalf of their clients at NAV without any commission or concession. A Fund may terminate or amend
the terms of this sales charge waiver at any time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>ING Senior Income Fund</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fund&#146;s officers and Directors (including retired officers and retired Board members), bona
fide full-time employees of the Fund (including retired Fund employees) and the officers, directors
and full-time employees of their investment adviser, sub-adviser, principal underwriter, or any
service provider to a Fund or affiliated corporation thereof (including retired officers and
employees of the investment adviser, principal underwriter, ING-affiliated service providers and
affiliated corporations thereof) or any trust, pension, profit-sharing or other benefit plan for
such persons, broker-dealers, for their own accounts or for members of their families (defined as
current spouse, children, parents, grandparents, uncles, aunts, siblings, nephews, nieces,
step-relations, relations at-law, and cousins) employees of such broker-dealers (including their
immediate families) and discretionary advisory accounts of ING Investments or any Sub-Adviser, may
purchase Class&nbsp;A shares of the Fund at NAV without a sales charge. Such purchaser may be required
to sign a letter stating that the purchase is for his own investment purposes only and that the
securities will not be resold except to the Fund. The Fund may, under certain circumstances, allow
registered adviser&#146;s to make investments on behalf of their clients at NAV without any commission
or concession. The Fund may terminate or amend the terms of this sales charge waiver at any time.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Effective January&nbsp;11, 2007, Mr.&nbsp;Walter H. May retired from the Boards of Directors/Trustees
(&#147;Boards&#148;) of the ING Funds and has been removed from the Boards&#146; committees.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE</B>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>


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