June 1, 2009

Exhibit 77(e)(3)

 

June 1, 2009

ING Partners, Inc.

0000 X. Xxxxxxxxxx Xxxxx Xx.

Scottsdale, AZ 85258

Ladies and Gentlemen:

By our execution of this letter agreement, we hereby notify you that, during periods when ING Xxxxxxxxx Foreign Equity Portfolio (the “Portfolio”), a series of ING Partners, Inc., managed by Directed Services LLC (“DSL”) and sub-advised by Xxxxxxxxx Investment Counsel, LLC (“Xxxxxxxxx”), invests in Xxxxxxxxx Institutional Funds-Foreign Smaller Companies Series (the “Underlying Funds”), DSL will waive its fees with respect to the Portfolio’s assets invested in the Underlying Funds.  The waiver will be equal to the advisory fee, received by Xxxxxxxxx from the Underlying Funds attributable to Xxxxxxxxx’x management of the Portfolio assets that are invested in the Underlying Funds.

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

	Very sincerely,
	By:	/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

0000 X. Xxxxxxxxxx Xxxxx Xx. Scottsdale, AZ 00000-0000 Tel: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxxx.xxx Directed Services LLC