WAIVER/REIMBURSEMENT AGREEMENT

Exhibit 23(d)(2)

WAIVER/REIMBURSEMENT AGREEMENT

This WAIVER/REIMBURSEMENT AGREEMENT, dated as of May 1, 2008, is between XXXXXXXX ASSET ALLOCATION SERIES, INC., a Maryland corporation (the “Series”), on behalf of its Xxxxxxxx Asset Allocation Aggressive Growth Fund, Xxxxxxxx Asset Allocation Growth Fund, Xxxxxxxx Asset Allocation Moderate Growth Fund and Xxxxxxxx Asset Allocation Balanced Fund (each, a “Fund”), and J. & X. XXXXXXXX & CO. INCORPORATED, a Delaware corporation (the “Manager”). The Manager hereby agrees to waive its management fee and/or reimburse each Fund’s “other expenses” to the extent set forth in the Series’ prospectus included in the Series’ Registration Statement filed on or about April 29, 2008 with the Securities and Exchange Commission.

J. & X. XXXXXXXX & CO. INCORPORATED						XXXXXXXX ASSET ALLOCATION SERIES, INC.
BY:						BY:
		Xxxxx X. Xxxx						Xxxxxxxx X. Xxxxx
TITLE:		President				TITLE:		Vice President & Treasurer
DATE:		April 28, 2008				DATE:		April 28, 2008