FIRST AMENDMENT TO FUND OF FUNDS INVESTMENT AGREEMENT

JNL Series Trust 485BPOS

Exhibit 99.28(h)(12)(ii)

FIRST AMENDMENT TO FUND OF FUNDS INVESTMENT AGREEMENT

This First Amendment, effective as of October 21, 2024, amends the Fund of Funds Investment Agreement (the “Agreement”) dated the 19^th day of January, 2022, among JNL Series Trust, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of itself and each fund, severally and not jointly, listed on Attachment A under the heading “Acquiring Funds,” as such Attachment A shall be amended from time to time (each such fund, an “Acquiring Fund”, and together, the “Acquiring Funds”); Xxxxxxx National Asset Management, LLC, a corporation organized under the laws of the State of Michigan (the “Adviser”); American Funds Insurance Series, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the “Series”); Capital Research and Management Company, a corporation organized under the laws of the State of Delaware (“CRMC”, and collectively with the Trust, the Adviser, the Acquiring Funds, the Series and the Acquired Funds (as defined below), the “Parties”, and each of them, a “Party”); and each fund, severally and not jointly, listed on Attachment B under the heading “Series Funds” or “Retail Funds”, as applicable, as such Attachment B shall be amended from time to time (each such fund listed under the heading “Series Funds”, a “Series Fund”, each such fund listed under the heading “Retail Funds”, a “Retail Fund”, and collectively, the “Acquired Funds”, and each of them, an “Acquired Fund”)

WHEREAS, the Agreement pertains to the relationship of the parties hereto with respect to multi-manager variable annuity contracts and/or variable life policies; and

WHEREAS, the parties desire to amend Attachment A of the Agreement to reflect the addition of the JNL/American Funds Moderate Allocation Fund.

NOW, THEREFORE, in consideration of the foregoing and of mutual covenants and conditions set forth herein and for other good and valuable consideration, the Trust, Adviser, the Series Funds, the Retail Funds, and CRMC hereby agree as follows:

1. Attachment A in the Agreement is deleted and restated as attached.

Except as expressly supplemented, amended or consented to hereby, all of the representations and conditions of the Agreement will remain unamended and will continue to be in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of August 7, 2024, effective as of the date first above written.

	JNL Series Trust, on behalf of each of its Funds listed on Attachment A
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Assistant Secretary
	Xxxxxxx National Asset Management, LLC
	By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Senior Vice President & General Counsel

	American Funds Insurance Series, on behalf of each of its Series Funds listed on Attachment B of the Agreement
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Executive Vice President
	Capital Research and Management Company
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Sr. VP and Sr. Counsel
	Capital Research and Management Company, on behalf of each of the Retail Funds listed on Attachment B of the Agreement
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Sr. VP and Sr. Counsel

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Attachment A

List of Acquiring Funds

JNL/American Funds Moderate Allocation Fund

JNL/American Funds Moderate Growth Allocation Fund

JNL/American Funds Growth Allocation Fund

A-1