Exhibit 2(n)(ii)

                          INDEPENDENT AUDITORS' CONSENT


The Board of Trustees
ING Prime Rate Trust:

We consent to the use of our report dated April 19, 2002 incorporated  herein by
reference and to the  references to our firm under the headings  "Auditors"  and
"Financial  Highlights" in the Prospectuses  and  "Independent  Auditors" in the
Statement of Additional Information.

/s/ KPMG LLP

Los Angeles, California
June 20, 2002