SECOND AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and CLEARBRIDGE ADVISORS, LLC ING PARTNERS, INC.

Exhibit 99.B(d)(5)(v)

SECOND AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT

between

DIRECTED SERVICES LLC

and

CLEARBRIDGE ADVISORS, LLC

ING PARTNERS, INC.

This Second Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 1st day of December 2005, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and ClearBridge Advisors, LLC (the “Sub-Adviser”).

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 August 1, 2008.

NOW, THEREFORE, the parties agree as follows:

1.             Section No. 3 will be deleted and replaced in its entirety with the paragraph below:

For the services provided to each Series, the Adviser will pay the Sub-Adviser an annual fee equal to the amount specified for such Series in Appendix A hereto, payable monthly in arrears.  The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect among the parties.  In accordance with the provisions of the Advisory Agreement, the Adviser is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Adviser.

2.             Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.

3.             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.

	DIRECTED SERVICES LLC
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Senior Vice President
	CLEARBRIDGE ADVISORS, LLC
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Chief Operating Officer