Directed Services LLC

Exhibit (d)(1)(xii)

Directed Services LLC

0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000

May 1, 2012

ING Partners, Inc.

0000 X. Xxxxxxxxxx Xxxxx Xx.

Xxxxx 000

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 (“DSL”), which was replaced by the Investment Sub-Advisory Agreement dated June 1, 2010 between Invesco Advisers, Inc. and DSL as a result of a change of control (the “Sub-Advisory Agreement”), the sub-advisory fee for ING Invesco Xxx Xxxxxx Xxxxxxxx Portfolio (the “Portfolio”), formerly known as ING Xxx Xxxxxx Xxxxxxxx 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, 2012 through May 1, 2013.  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