MAINSTAY FUNDS TRUST

This Amendment to the Subadvisory Agreement, is made as of the 14^th day of May 2012, between New York Life Investment Management LLC, (the “Manager”) and MacKay Shields LLC, (the Subadvisor”).

WHEREAS, the Manager and the Subadvisor are parties to a Subadvisory Agreement, dated February 26, 2010, as amended (the “Subadvisory Agreement”); and

WHEREAS, the parties hereby wish to amend the Subadvisory Agreement to reflect the addition of the MainStay New York Tax Free Opportunities Fund.

NOW, THEREFORE, the parties agree as follows:

(i) Effective May 14, 2012, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers and attested effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC
Attest:	/s/ Kevin M. Bopp	By:  /s/ Stephen P. Fisher
Name:	Kevin M. Bopp	Name: Stephen P. Fisher
Title:	Director and Associate	Title: Senior Managing Director
	General Counsel

MACKAY SHIELDS LLC
Attest:	/s/ Ellen Metzger	By:  /s/ Lucille Protas
Name:	Ellen Metzger	Name: Lucille Protas
Title:	Senior Managing Director	Title: President
	and General Counsel

SCHEDULE A

(Effective as of May 14, 2012)

As compensation for services provided by the Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, an annual subadvisory fee equal to the following:

FUND	ANNUAL RATE
Intermediate Term Bond Fund*	0.300% up to $500 million;
	0.2875% from $500 million to $1 billion; and
	0.275% in excess of $1 billion
High Yield Municipal Bond Fund*	0.275% on all assets
New York Tax Free Opportunities Fund*	0.25% on all assets
Short Term Bond Fund*	0.300% up to $500 million; and
	0.2875% in excess of $500 million

The portion of the fee based upon the average daily net assets of the respective Fund shall be

accrued daily at the rate of l/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.

* For certain Funds listed above, the Manager has agreed to waive a portion of the Fund's management fee or reimburse the expenses of the appropriate class of the Fund so that the class total ordinary operating expenses do not exceed certain amounts. These waivers or expense limitations may be changed with Board approval. To the extent the Manager has agreed to waive its management fee or reimburse expenses, MacKay Shields, as Subadvisor for these Funds, has voluntarily agreed to waive or reimburse its fee proportionately.