WAIVER/REIMBURSEMENT AGREEMENT

Exhibit 23(d)(2)

WAIVER/REIMBURSEMENT AGREEMENT

This WAIVER/REIMBURSEMENT AGREEMENT, dated as of May 1, 2008, is between ▇▇▇▇▇▇▇▇ ASSET ALLOCATION SERIES, INC., a Maryland corporation (the “Series”), on behalf of its ▇▇▇▇▇▇▇▇ Asset Allocation Aggressive Growth Fund, ▇▇▇▇▇▇▇▇ Asset Allocation Growth Fund, ▇▇▇▇▇▇▇▇ Asset Allocation Moderate Growth Fund and ▇▇▇▇▇▇▇▇ Asset Allocation Balanced Fund (each, a “Fund”), and J. & ▇. ▇▇▇▇▇▇▇▇ & 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. & ▇. ▇▇▇▇▇▇▇▇ & CO. INCORPORATED						▇▇▇▇▇▇▇▇ ASSET ALLOCATION SERIES, INC.
BY:						BY:
		▇▇▇▇▇ ▇. ▇▇▇▇						▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
TITLE:		President				TITLE:		Vice President & Treasurer
DATE:		April 28, 2008				DATE:		April 28, 2008