Directed Services LLC

Exhibit 77(e)(3)

Directed Services LLC

0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000

May 1, 2010

ING Partners, Inc.

0000 X. Xxxxxxxxxx Xxxxx Xx.

Xxxxxxxxxx, XX 00000

Ladies and Gentlemen:

Pursuant to the Investment Sub-Advisory Agreement dated December 14, 2000, as amended, between Directed Services LLC and X. Xxxx Price Associates, Inc., (the “Sub-Advisory Agreement”) the sub-advisory fee for ING X. Xxxx Price Growth Equity Portfolio (the “Portfolio”) was reduced on May 1, 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, 2010 through May 1, 2011.  The Reduction shall be calculated as follows:

Reduction = 50% x (the savings to Directed Services LLC from the May 1, 2007 expense reduction)

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