NATIXIS U.S. EQUITY OPPORTUNITIES FUND Amendment No. 3 to the Sub-Advisory Agreement (Harris Associates L.P.)

Exhibit (d)(2)(xii)

NATIXIS U.S. EQUITY OPPORTUNITIES FUND

Amendment No. 3 to the Sub-Advisory Agreement

(▇▇▇▇▇▇ Associates L.P.)

February 28, 2014

Pursuant to Section 11 of the Sub-Advisory Agreement (the “Agreement”) dated October 30, 2000 among Natixis Funds Trust I (formerly, Nvest Funds Trust I), with respect to its Natixis U.S. Equity Opportunities Fund (formerly, Nvest Star Advisers Fund) series (the “Series”), NGAM Advisors, L.P. (formerly, Nvest Funds Management, L.P.) (the “Manager”) and ▇▇▇▇▇▇ Associates, L.P. (the “Sub-Adviser”), the Agreement is hereby amended by deleting Section 7 in its entirety and replacing it with the following:

7. Compensation of the Sub-Adviser. As full compensation for all services rendered, facilities furnished and expenses borne by the Sub-Adviser hereunder, the Sub-Adviser shall be paid at the annual rate of 0.52% of its Segment’s average daily net assets. Such compensation shall be paid by the Trust (except to the extent that the Trust, the Sub-Adviser and the Manager otherwise agree in writing from time to time). Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Manager is paid by the Series pursuant to the Advisory Agreement.

 

NGAM ADVISORS, L.P.
By:		NGAM Distribution Corporation, its general partner
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President and Chief Executive Officer
▇▇▇▇▇▇ ASSOCIATES L.P.
By:		▇▇▇▇▇▇ Associates Inc., its general partner
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		President
NATIXIS FUNDS TRUST I
On behalf of its Natixis U.S. Equity Opportunities Fund series
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President and Chief Executive Officer