WAIVER/REIMBURSEMENT AGREEMENT

Exhibit 23(d)(8)

WAIVER/REIMBURSEMENT AGREEMENT

This WAIVER/REIMBURSEMENT AGREEMENT, dated as of October 1, 2008, is between XXXXXXXX PORTFOLIOS, INC., a Maryland corporation (the “Fund”), on behalf of Xxxxxxxx Large-Cap Value Portfolio (the “Portfolio”), and J. & X. XXXXXXXX & CO. INCORPORATED, a Delaware corporation (the “Manager”). The Manager hereby agrees to waive its management fee and/or reimburse the Portfolio’s “other expenses” to the extent set forth in the Portfolio’s prospectus included in the Fund’s Registration Statement filed on or about September 26, 2008 with the Securities and Exchange Commission.

J. & X. XXXXXXXX & CO. INCORPORATED						XXXXXXXX PORTFOLIOS, INC.
BY:						BY:
		Xxxxx X. Xxxx						Xxxxxxxx X. Xxxxx
TITLE:		President				TITLE:		Vice President & Treasurer
DATE:		October 1, 2008				DATE:		October 1, 2008