Exhibit 77(q)(1)(e)(1)
FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
ING PRIME RATE TRUST
This First Amendment, effective as of September 2, 2004, amends the
Investment Management Agreement (the "Agreement") dated September 1, 2000
between ING Prime Rate Trust (the "Trust"), a Massachusetts business trust and
ING Investments, LLC, an Arizona limited liability company (the "Manager"), with
regards to ING Prime Rate Trust, a Series of the 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 2, 2004.
NOW, THEREFORE, the parties agree as follows:
1. Section 7 of the Agreement is hereby amended by inserting the words
"Board approved" in front of "fees of any trade associations of which the Trust
is a member."
2. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ING PRIME RATE TRUST
By: /s/ ▇▇▇▇▇▇ ▇. Naka
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▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING INVESTMENTS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President