Directed Services LLC

Exhibit 77(e)(2)

Directed Services LLC

0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000

May 1, 2009

ING Partners, Inc.

0000 X. Xxxxxxxxxx Xxxxx Xx.

Xxxxxxxxxx, XX 00000

Ladies and Gentlemen:

Pursuant to the Investment Sub-Advisory Agreement dated March 11, 2002, as amended, between Xxxxxx Xxxxxxx Investment Management Inc. d/b/a Xxx Xxxxxx and Directed Services LLC (the “Sub-Advisory Agreement”) the sub-advisory fee for ING Xxx Xxxxxx Xxxxxxxx Portfolio (the “Portfolio”) was reduced on June 1, 2005, and further reduced on April 30, 2007.

By our execution of this letter agreement, we hereby notify you of our intention to lower the annual investment management fee for the Portfolio with a corresponding reduction (the “Reduction”) for the period from May 1, 2009 through and including May 1, 2010.  The Reduction shall be calculated as follows:

The Reduction is calculated as follows:

Reduction = 50% x (the savings to Directed Services LLC from the June 1, 2005 and April 30, 2007 expense reductions)

Please indicate your agreement to this Reduction by executing below in the place indicated.

Very sincerely,

/s/ Xxxx Xxxxx

Xxxx Xxxxx

Vice President

Directed Services LLC

Agreed and Accepted:

ING Partners, Inc.

(on behalf of the Portfolio)

By:        /s/ Xxxxxxxx X. Xxxxxxxx

Xxxxxxxx X. Xxxxxxxx

Senior Vice President