<PAGE>

                                Exhibit - 10(c)

                                CLASS "B" SHARE
                                DISTRIBUTION PLAN
                                       OF
                          MUTUAL FUND INVESTMENT TRUST

         Distribution Plan, dated as of February __ 2001, of Mutual Fund
Investment Trust, a Massachusetts business trust (the "Trust"), with respect to
Class B shares to be issued by one or more series of the Trust. One or more
series of the Trust as listed in Schedule A (herein after each such series is
referred to as a "Fund") may act as a distributor of the shares of the Class B
Shares (the "Shares") of which the Fund is the issuer, pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") according to the terms
of this Distribution Plan (the "Plan").

1)   Each Fund may incur as a distributor of the Shares, expenses at the annual
     rate of 1.00% of the average daily net assets of each class of Shares,
     subject to any applicable limitations imposed from time to time by
     applicable rules of the National Association of Securities Dealers, Inc.

2)   Amounts set forth in Section 2 may be used to finance any activity which is
     primarily intended to result in the sale of the Shares, including, but not
     limited to, expenses of organizing and conducting sales seminars,
     advertising programs, finders fees, printing of prospectuses and statements
     of additional information (and supplements thereto) and reports for other
     than existing shareholders, preparation and, distribution of advertising
     material and sales literature, overhead, supplemental payments to dealers
     and other institutions as asset-based sales charges or as payments of
     commissions or service fees by Vista Broker-Dealer Services, Inc.
     ("Distributors") as the Fund's distributor in accordance with Section 4,
     and the costs of administering the Plan. To the extent that amounts paid
     hereunder are not used specifically to reimburse Distributors for any such
     expense, such amounts may be treated as compensation for Distributors'
     distribution-related services. All amounts expended pursuant to the Plan
     shall be paid to Distributors and are the legal obligation of the Fund and
     not of Distributors. That portion of the amounts paid under the Plan that
     is not paid or advanced by Distributors to dealers or other institutions
     that provide personal continuing shareholder service as a service fee
     pursuant to Section 4 shall be deemed as asset-based sales charge.

3)

     a)  Amounts expended by the Fund under the Plan may be used in part for the
         implementation by Distributors of shareholder service arrangements with
         respect to the Shares. The maximum service fee paid to any service
         provider for acting as liaison to shareholders and providing personal
         services to shareholders shall be twenty-five one-hundredths of one
         percent (0.25%) per annum of the average daily net assets of the Shares
         attributable to the customers of such service provider.

     b)  Pursuant to this program Distributors may enter into agreements
         substantially in the form attached hereto as Exhibit A ("Service
         Agreements") with such broker-dealers ("Dealers") as may be selected
         from time to time by Distributors for the provision of

<PAGE>

         distribution-related personal shareholder services in connection with
         the sale of Shares to the Dealers' clients and customers ("Customers")
         who may from time to time directly or beneficially own Shares. The
         distribution-related personal continuing shareholder services to be
         rendered by Dealers under the Service Agreements may include, but shall
         not be limited to, the following: distributing sales literature;
         answering routine Customer inquiries concerning the Fund and the
         Shares; assisting Customers in changing dividend options, account
         designations and addresses, and in enrolling in any of several
         retirement plans offered in connection with the purchase of Shares;
         assisting in the establishment and maintenance of customer accounts and
         records and in the processing of purchase and redemption transactions;
         investing dividends and capital gains distributions automatically in
         shares and providing such other information and services as the Fund or
         the Customer may reasonably request.

     c)  Distributors may also enter into Bank Shareholder Service Agreements
         substantially in the form attached hereto as Exhibit B ("Bank
         Agreements") with selected banks acting in an agency capacity for their
         customers ("Banks"). Banks acting in such capacity will provide
         shareholder services to their customers as set forth in the Bank
         Agreements from time to time.

4)   This Plan shall not take effect until it has been approved, together with
     any related agreements, by votes of the majority of both (a) the Board of
     Trustees of the Fund and (b) those trustees of the Fund who are not
     "interested persons" of the Fund (as defined in the 1940 Act) and have no
     direct or indirect financial interest in the operation of this Plan or any
     agreements related to it (the "Non-interested Trustees"), cast in person at
     a meeting called for the purpose of voting on this Plan or such agreements.

5)   Unless sooner terminated pursuant to Section 8, this Plan shall continue in
     effect for a period of one year from the date it takes effect and
     thereafter shall continue in effect so long as such continuance is
     specifically approved at least annually in the manner provided in Section
     5.

6)   Distributors shall provide to the Board of Trustees and the Board of
     Trustees shall review, at least quarterly, a written report of the amounts
     so expended and the purposes for which such expenditures were made.

7)   This Plan may be terminated at any time by vote of a majority of the
     Non-interested Trustees, or by vote of a majority of the outstanding voting
     securities of the Shares.

8)   Any agreement related to this Plan shall be made in writing, and shall
     provide:

     a)  that such agreement may be terminated at any time, without payment of
         any penalty, by vote of a majority of the Non-interested Trustees or by
         a vote of the outstanding voting securities of the Fund attributable to
         the Shares, on not more than sixty (60) days' written notice to any
         other party to the agreement; and

     b)  that such agreement shall terminate automatically in the event of the
         assignment.

9)   This Plan may not be amended to increase materially the amount of
     distribution expenses provided for in Section 2 hereof unless such
     amendment is approved by a vote of at least a "majority of the outstanding
     securities" (as defined in the 1940 Act) of the Shares, and no material
     amendment to the Plan shall be made unless approved in the manner provided
     for in Section 5 hereof.

<PAGE>

                                   Schedule A

                                Funds in Program





Balanced Fund                                                              0.75%
Core Equity Fund                                                           0.75%
Equity Growth Fund                                                         0.75%
Equity Income Fund                                                         0.75%
H&Q IPO & Emerging Company Fund                                            1.00%


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                                                                       EXHIBIT A

                                  CLASS B SHARE
                                BANK SHAREHOLDER
                                SERVICE AGREEMENT

         The undersigned _________________ ("Bank") desires to enter into an
Agreement with Vista Fund Distributors, Inc. ("Distributors") (formerly, Vista
Broker-Dealer Services, Inc.), acting as agent for Mutual Fund Investment Trust
(the "Trust"), for servicing of Bank's agency clients who hold Class B shares
series of the Trust of, and the administration of such shareholder accounts in
the Class B shares of the series of Trust (hereinafter referred to as the
"Shares"). Subject to Distributors' acceptance of this Agreement, the terms and
conditions of this Agreement shall be as follows:

               Bank shall provide continuing personal shareholder and
     administration services for holders of the Shares who are also Bank's
     clients. Such services to Bank's clients may include, without limitations,
     some or all of the following: answering shareholder inquiries regarding the
     Shares and the Trust; performing subaccounting; establishing and
     maintaining shareholder accounts and records; processing and bunching
     customer purchase and redemption transactions; providing periodic
     statements showing a shareholder's account balance and the integration of
     such statements with those of other transactions and balances in the
     shareholder's account, and the integration of such statements with those of
     other transactions and balances in the shareholder's other accounts
     serviced by Bank, forwarding prospectuses, proxy statements, reports and
     notices to clients who are holders of Shares; and such other administrative
     services as Distributors reasonably may request, to the extent Bank is
     permitted by applicable statute, rule or regulations to provide such
     services. Bank represents that it shall accept fees hereunder only so long
     as it continues to provide personal shareholder services to shareholders of
     the Trust.

               The client will be the beneficial owner of the Shares purchased
     and held by Bank in accordance with the client's instructions and the
     client may exercise all applicable rights of a holder of such Shares. Bank
     will transmit to the Trust's transfer agent, in a timely manner, all
     purchase orders and redemption requests of Bank's clients and forward to
     each client any proxy statements, periodic shareholder reports and other
     communications received from Distributors by Bank on behalf of clients.
     Distributors agrees to pay all out-of-pocket expenses actually incurred by
     Distributors in connection with the transfer by Bank of such proxy
     statements and reports to Bank's clients as required by applicable law or
     regulation. Bank agrees to transfer record ownership of client's Shares to
     the client promptly upon the request of a client. In addition record
     ownership will be promptly transferred to the client in the event that the
     person or entity ceases to be Bank's client.

               Within five (5) business days of placing a purchase order Bank
     agrees to send (i) a cashier's check to Distributors, or (ii) a wire
     transfer to the Trust's transfer agent, in an amount equal to the amount of
     all purchase orders placed by Bank on behalf of its clients and accepted by
     Distributors.

<PAGE>

               Bank agrees to make available to Distributors such information
     related to clients who are beneficial owners of Shares and their
     transactions in such Shares as may be required by applicable laws and
     regulations or as may be reasonably requested by Distributors. The names of
     Bank's customers shall remain Bank's sole property and shall not be used by
     Distributors for any other purpose except as needed in the normal course of
     business to holders of the Shares.

               Except as may be provided in a separate written agreement between
     Distributors and Bank, neither Bank nor any of its employees or agents are
     authorized to assist in distribution of any of the Trust's shares except
     those contained in the then current Prospectus applicable to the Shares;
     and Bank shall have no authority to act as agent for Distributors or the
     Trust.

               In consideration of the services and facilities described herein,
     Bank shall receive from Distributors on behalf of the Trust an annual
     service fee, payable at such intervals as may be agreed upon by the parties
     of a percentage of the aggregate average net asset value of the Shares
     owned beneficially by Bank's clients during each payment period. We
     understand that this Agreement and the payment of such service fees has
     been authorized and approved by the Board of Trustees of the Trust and is
     subject to limitations imposed by the National Association of Securities
     Dealers, Inc. In cases where Distributor has advanced payments to Bank of
     the first year's fee for shares sold with a contingent deferred sales
     charge, no payments will be made to Bank during the first year the subject
     Shares are held.

               The Trust reserves the right, at its discretion and without
     notice, to suspend the sale of any Shares or withdraw the sale of Shares.

               Bank understands that Distributors reserves the right to amend
     this Agreement or Schedule A hereto at any time without Bank's consent by
     mailing a copy of an amendment to Bank at the address set forth below. Such
     amendment shall become effective on the date specified in such amendment
     unless Bank elects to terminate this Agreement within thirty (30) days of
     Bank's receipt of such amendment.

               This Agreement may be terminated at any time by Distributors on
     not less than 15 days' written notice to Bank at its principal place of
     business. Bank, on 15 days' written notice addressed to Distributors at its
     principal place of business, may terminate this Agreement, said termination
     to become effective on the date of mailing notice to Bank of such
     termination. Distributor's failure to terminate for any cause shall not
     constitute a waiver of Distributor's right to terminate at a later date for
     any such cause. This Agreement shall terminate automatically in the event
     of its assignment, the term "assignment" for this purpose having the
     meaning defined in Section 2 (a) (4) of the Investment Company Act of 1940,
     as amended.

<PAGE>

               All communications to Distributors shall be sent to it at 101
     Park Avenue, New York, NY 10178. Any notice to Bank shall be duly given if
     mailed or telegraphed to Bank at this address shown on this Agreement.

               This Agreement shall become effective as of the date when it is
     executed and dated below by Distributors. This Agreement and all rights and
     obligations of the parties hereunder shall be governed by and construed
     under the laws of the State of New York.

               This Agreement shall be construed in accordance with the laws of
     the State of New York.

                                        Vista Fund Distributors, Inc. (formerly
                                        Vista Broker-Dealer Services, Inc.)
Date:_____________________________      By: _____________________________

The undersigned agrees to abide by the foregoing terms and conditions.

Date:_____________________________      By: _____________________________
                                            Signature

                                        _________________________________
                                        Name                       Title

                                        _________________________________
                                        Bank's Name

                                        _________________________________
                                        Address

                                        _________________________________
                                        City/State/Zip

             Please sign both copies and return one copy of each to:

                          Vista Fund Distributors, Inc.
                 (formerly, Vista Broker-Dealers Services, Inc.)
                                 101 Park Avenue
                               New York, NY 10178
                              Attn:________________

<PAGE>

                                                                       EXHIBIT B

                          SHAREHOLDER SERVICE AGREEMENT
                           FOR SALE OF CLASS B SHARES

         This Shareholder Service Agreement (the "Agreement") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act")
by each of the mutual funds (or designated classes of such funds) listed on
Schedule A to this Agreement (the "Funds"), under a Distribution Plan (the
"Plan") adopted pursuant to such Rule. This Agreement, between Vista Fund
Distributors, Inc, ("Distributors") (formerly, Vista Broker-Dealer Services,
Inc.), solely as agent for the Funds, and the undersigned authorized dealer
("Dealer") defines the services to be provided by Dealer for which it is to
receive payments pursuant to the Plan adopted by each of the Funds. The Plan and
the Agreement have been approved by a majority of the directors or trustees of
each of the Funds, including a majority of the directors who are not interested
persons of such Funds, and who have no direct or indirect financial interest in
the operation of the Plan or related agreements (the "Non-interested
Directors"), by votes cast in person at a meeting called for the purpose of
voting on the Plan. Such approval included a determination that in the exercise
of their reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit such Fund and its
shareholders.

         To the extent that Dealer provides distribution-related continuing
personal shareholder services to customers who may, from time to time, directly
or beneficially own Class B shares of the Funds, including but not limited to,
distributing sales literature, answering routine customer inquiries regarding
the Funds, assisting customers in changing dividend options, accounting
designation and addresses, and in enrolling into any of several special
investment plans offered in connection with the purchase of the Funds' shares,
assisting in the establishment and maintenance of customer accounts and records
and in the processing of purchase and redemption transactions, investing
dividends and capital gains distributions automatically in shares and providing
such other services as the Funds or the customer may reasonably request,
Distributor solely as agent for the Funds, shall pay Dealer a fee periodically
or arrange for such fee to be paid to Dealer.

         The fee paid with respect to each Fund will be calculated at the end of
each payment period (as indicated in Schedule A) at the annual rate set forth in
Schedule A as applied to the average net asset value of the Class B Shares of
such Fund purchased or acquired through exchange on or after the Plan
Calculation Date shown for such Fund on Schedule A. Fees calculated in this
manner shall be paid to Dealer only if Dealer is the dealer of record at the
close of business on the last business day of the applicable payment period, for
the account in which such Class B Shares are held. In cases where Distributors
has advanced payment to Dealer of the first year's fee for shares sold subject
to a contingent deferred sales charge, no additional payments will be made to
Dealer during the first year the Class B Shares are held.

<PAGE>

         Distributors reserve the right to withhold payment with respect to the
Class B Shares purchased by Dealer and redeemed or repurchased by the Fund or by
Distributor as Agent within fifteen (15) business days after the date of
Distributors' confirmation of such purchase. Distributors reserve the right at
any time to impose minimum fee payment requirements before any periodic payments
will be made to Dealer hereunder.

         Dealer shall furnish Distributors and the Funds with such information
as shall reasonably be requested either by the directors of the Funds or by
Distributors with respect to the fees paid to Dealer pursuant to this Agreement.

         Distributors shall furnish the directors of the Funds, for their review
on a quarterly basis, a written report of the amounts expended under the Plan by
Distributors and the purposes for which such expenditures were made.

         Neither Dealer nor any of its employees or agents are authorized to
make any representation concerning shares of the Funds except those contained in
the then current Prospectus for the Funds, and Dealer shall have no authority to
act as agent for the Funds or for Distributors.

         Distributors may enter into other similar Shareholder Service
Agreements with any other person without Dealer's consent.

         This Agreement and Schedule A may be amended at any time without your
consent by Distributors mailing a copy of an amendment to you at the address set
forth below. Such amendment shall become effective on the date specified in such
amendment unless you elect to terminate this Agreement within thirty (30) days
of your receipt of such amendment.

         This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the directors of
such Fund who are Non-interested Directors or by a vote of a majority of the
Fund's outstanding shares, on sixty (60) days' written notice. It will be
terminated by any act which terminates either the Fund's Distribution Agreement
with Distributors or the Fund's Distribution Plan, and in any event, it shall
terminate automatically in the event of its assignment as that term is defined
in the 1940 Act.

         The provisions of the Distribution Agreement between any Fund and
Distributors, insofar as they relate to the Plan, are incorporated herein by
reference. This Agreement shall become effective upon execution and delivery
hereof and shall continue in full force and effect as long as the continuance of
the Plan and this related Agreement are approved at least annually by a vote of
the directors, including a majority of the Non-interested Directors, cast in
person at a meeting called for the purpose of voting thereon. All communications
to Distributors should be sent to the address shown at the bottom of this
Agreement. Any notice to Dealer shall be duly given if mailed or telephoned to
you at the address specified by Dealer below.

         Dealer represents that it provides to customers who own shares of the
Funds personal services as defined from time to time in applicable regulations
of the National

<PAGE>

Association of Securities Dealers, Inc. and that Dealer will continue to
accept payments under this Agreement only so long as Dealer provides such
services.

         This Agreement shall be construed in accordance with the laws of the
State of New York.

                                        Vista Fund Distributors, Inc. (formerly
                                        Vista Broker-Dealer Services, Inc.)
Date:_____________________________      By: _____________________________

The undersigned agrees to abide by the foregoing terms and conditions.

Date:_____________________________      By: _____________________________
                                            Signature
                                        _________________________________
                                        Name
                                        Title

                                        _________________________________
                                        Bank's Name

                                        _________________________________
                                        Address

                                        _________________________________
                                        City/State/Zip

             Please sign both copies and return one copy of each to:

                          Vista Fund Distributors, Inc.
                 (formerly, Vista Broker-Dealers Services, Inc.)
                                 101 Park Avenue
                               New York, NY 10178
                              Attn:________________