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                                 Exhibit - 10(b)

                          MUTUAL FUND INVESTMENT TRUST

                                 CLASS A SHARES

                    PLAN FOR PAYMENT OF CERTAIN EXPENSES FOR
                DISTRIBUTION OR SHAREHOLDER SERVICING ASSISTANCE


         Distribution Plan (the "Plan") of MUTUAL FUND INVESTMENT TRUST, a
Massachusetts business trust (the "Trust"), an open-end, non-diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), on behalf of the class of shares designated as the
Class A Shares of each of its series designated on Appendix A and the Class A
Shares of any series of the Trust which may be created in the future, adopted
pursuant to Section 12(b) of the Act and Rule 12b-1 promulgated thereunder
("Rule 12b-1").

         1. PRINCIPAL UNDERWRITER. Vista Fund Distributors, Inc., a wholly-owned
subsidiary of The BISYS Group, Inc. ("the Distributor"), acts as the principal
underwriter of the shares of each series of the Trust pursuant to a Distribution
and Sub-Administration Agreement.

         2. DISTRIBUTION PAYMENTS. (a) The Trust may make payments periodically
(i) to the Distributor or to any broker-dealer (a "Broker") who is registered
under the Securities Exchange Act of 1934 and a member in good standing of the
National Association of Securities Dealers, Inc. and who has entered into a
selected dealer agreement with the Distributor in a form similar to the one
annexed hereto as Exhibit A or (ii) to other persons or organizations
("Servicing Agents") who have entered into shareholder processing and service
agreements with the Trust or with the Distributor, in a form similar to the one
annexed hereto as Exhibit B, with respect to Trust shares owned by shareholders
for which such broker is the dealer or holder of record or such Servicing Agent
has a servicing relationship.

         (b) Payments may be made pursuant to the Plan for any advertising and
promotional expenses relating to selling efforts of the shares of each series of
the Trust, including but not limited to the incremental costs of printing
(excluding typesetting) of prospectuses, statements of additional information,
annual reports and other periodic reports for distribution to persons who are
not shareholders of the Trust; the costs of preparing and distributing any other
supplemental sales literature; expenses of certain personnel engaged in the
distribution of shares; costs of travel, office expenses (including rent and
overhead), equipment, printing, delivery and mailing costs incurred in the
distribution of shares.

         (c) The aggregate amount of payments by the Trust in a fiscal year, to
brokers, servicing agents, or the Distributor pursuant to paragraphs (a) and (b)
shall not exceed 0.30% of the average daily net assets of each series of the
Trust.

         (d) The schedule of such fees and the basis upon which such fees will
be paid shall be determined from time to time by the Board of Trustees of the
Trust.

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         3. REPORTS. Quarterly, in each year that this Plan remains in effect,
the Trust and the Distributor shall prepare and furnish to the Board of Trustees
of the Trust a written report, complying with the requirements of Rule 12b-1,
setting forth the amounts expended by the Trust under the Plan and purposes for
which such expenditures were made.

         4. APPROVAL OF PLAN. This Plan shall become effective with respect to a
series upon approval of the Plan, the form of Selected Dealer Agreement and the
form of Shareholder Service Agreement, by the majority votes of both (a) the
Trust's Board of Trustees and the Trustees who are not interested persons (as
defined in Section 2(a)(19) of the Act) of the Trust and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan (the "Qualified Trustees"), cast in person at a meeting
called for the purpose of voting on the Plan and (b) the outstanding Class A
voting securities of such series of the Trust, as defined in Section 2(a)(42) of
the Act.

         5. TERM. This Plan shall remain in effect for one year from its
adoption date and may be continued thereafter if this Plan and all related
agreements are approved at least annually by a majority vote of the Trustees of
the Trust, including a majority of the Qualified Trustees, cast in person at a
meeting called for the purpose of voting on such Plan and agreements. This Plan
may not be amended in order to increase materially the amount to be spent for
distribution assistance without shareholder approval in accordance with Section
4 hereof. All material amendments to this Plan must be approved by a vote of the
Board of Trustees of the Trust, and of the Qualified Trustees, cast in person at
a meeting called for the purpose of voting thereon.

         6. TERMINATION. This Plan may be terminated as to any series at any
time by a majority vote of the Qualified Trustees or by vote of a majority of
the outstanding Class A voting securities of such series, as defined in Section
2(a)(42) of the Act.

         7. NOMINATION OF "DISINTERESTED" TRUSTEES. While this Plan shall be in
effect, the selection and nomination of the "disinterested" trustees of the
Trust shall be committed to the discretion of the Qualified Trustees then in
office.

         8. MISCELLANEOUS. (a) Any termination or noncontinuance of (i) a
selected dealer agreement between the Distributor and a particular broker or
(ii) a shareholder service agreement between the Distributor or the Trust and a
particular person or organization, shall have no effect on any similar
agreements between brokers or other persons and the Distributor of the Trust
pursuant to this Plan.

         (b) Neither the Distributor nor the Trust shall be under any obligation
because of this Plan to execute any selected dealer agreement with any broker or
any shareholder service agreement with any person or organization.

         (c) All agreements with any person or organization relating to the
implementation of this Plan shall be in writing and any agreement related to
this Plan shall be subject to termination, without penalty, pursuant to the
provisions of Section 6 hereof.

Adopted effective February 2001

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                                                                      Appendix A



Balanced Fund                                                              .25%
Core Equity Fund                                                           .25%
Equity Growth Fund                                                         .25%
Equity Income Fund                                                         .25%
H&Q IPO & Emerging Company Fund                                            .30%
Income Fund                                                                .25%
Intermediate Term Bond Fund                                                .25%
Money Market Fund                                                          .25%
Short-Intermediate Term U.S. Government Securities Fund                    .25%
Small Capitalization Fund                                                  .25%
U.S. Government Securities Fund                                            .25%

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                                                                       EXHIBIT A



Vista Fund Distributors, Inc.
101 Park Avenue
New York, New York  10178

                                          Re: Selected Dealer Agreement for
                                              Mutual Fund Investment Trust

Gentlemen:

         We understand that Mutual Fund Investment Trust (the "Trust") has
adopted plans (the "Plans") pursuant to Rule 12b-1 of the Investment Company Act
of 1940, as amended (the "Act") for making payments to selected brokers for
Trust distribution assistance.

         We desire to enter into an Agreement with you for the sale and
distribution of the shares of the Premier Funds of the Trust (the "shares") for
which you are Distributor and whose shares are offered to the public at net
asset value. Upon acceptance of this Agreement by you, we understand that we may
offer and sell the shares, subject, however, to all of the terms and conditions
hereof and to your right to suspend or terminate the sale of such securities.

         1. We understand that the shares covered by this Agreement will be
offered and sold at net asset value without a sales charge. We further
understand that all purchase requests and applications submitted by us are
subject to acceptance or rejection in the Trust's discretion.

         2. We certify that we are members of the National Association of
Securities Dealers, Inc. ("NASD") and agree to maintain membership in said
Association, or in the alternative, that we are foreign brokers not eligible for
membership in said Association. In either case, we agree to abide by all the
rules and regulations of the NASD which are binding upon underwriters and
brokers in the distribution of the shares of open-end investment companies,
including without limitation, Section 26 of Article III of the Rules of Fair
Practice, all of which are incorporated herein" as if set forth in full. We
further agree to comply with all applicable state and Federal laws and the rules
and regulations of authorized regulatory agencies. We agree that we will not
sell or offer for sale, the shares in any state or jurisdiction where they are
not exempt from or have not been qualified for sale.

         3. We will offer and sell the Shares covered by this Agreement only in
accordance with the terms and conditions of its then current Prospectus, and we
will make no representations not included in said Prospectus or in any
authorized supplemental material supplied by you. We will use our best efforts
in the development and promotion of sales of the shares covered by this
Agreement and agree to be responsible for the proper instruction and training of
all sales personnel employed by us, in order that the shares will be offered in
accordance with the terms and conditions of this Agreement and all applicable
laws, rules and regulations. We agree to

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hold you harmless and indemnify you in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or any
provisions of this Agreement, which may result in liability to you; and in
the event you determine to refund any amount paid by any investor by reason
of any such violation on our part, we shall return to you any distribution
assistance payments previously paid or allowed by you to us with respect to
the transaction for which the refund is made. All expenses which we incur in
connection with our activities under this Agreement shall be borne by us.

         4. For purposes of this Agreement "Qualified Accounts" shall mean:
accounts of customers of ours who have purchased shares and who use our
facilities to communicate with the Trust or to effect redemptions or additional
purchases of shares and with respect to which we provide shareholder and
administration services, which services may include, without limitation:
answering inquiries regarding the Trust; assistance to customers in changing
dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; processing purchase and redemption transactions; automatic investment
in Trust shares of customer account cash balances; providing periodic statements
showing a customer's account balance and the integration of such statements with
those of other transactions and balances in the customer's other accounts
serviced by us; arranging for bank wires; and such other shareholder services as
you reasonably may request, to the extent we are permitted by applicable
statute, rule or regulation.

         5. In consideration of the services and facilities described herein, we
shall be entitled to receive from you such fees as are set forth in the Plans
for Payment of Certain Expenses for Distribution or Shareholder Servicing
Assistance. We understand that the payment of such fees has been authorized
pursuant to Plans approved by the Board of Trustees and shareholders of certain
of the Funds comprising the Trust and shall be paid only so long as this
Agreement is in effect.

         6. The frequency of payment, the terms of any right to sell in a
territory, and any other supplemental terms, conditions or qualifications for us
to receive such payments are subject to change by you from time to time, upon 30
days' written notice. Any orders placed after the effective date of such change
shall be subject to the fee rates in effect at the time of receipt of the
payment by the Trust or you. Such 30-day period may be waived at your sole
option in the event such change increases the distribution assistance payments
due us.

         7. Payment for shares shall be made to the Trust and shall be received
by the Trust promptly after the acceptance of our order. If such payment is not
received by the Trust, we understand that the Trust reserves the right without
notice, forthwith to cancel the sale, or, at the Trust's option, to sell the
shares ordered by us back to the Trust in which latter case we may be held
responsible for any loss, including loss of profit, suffered by the Trust
resulting from our failure to make payments aforesaid.

         8. Your obligations to us under this Agreement are subject to all the
provisions of any underwriting agreements you have or may enter into with the
Trust provided copies thereof have been provided to us. We understand and agree
that in performing our services covered by

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this Agreement we are acting as principal, and you are in no way responsible
for the manner of our performance or for any of our acts or omissions in
connection therewith. Nothing in this Agreement or in the Plans shall be
construed to constitute us or any of our agents, employees or representatives
as your agent, partner or employee, or the agent, partner or employee of the
Trust.

         9. This Agreement shall terminate automatically (i) in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act or (ii) in the event the Plans are terminated.

         10. This Agreement may be terminated at any time (without payment of
any penalty) by a majority of the "Qualified Trustees" as defined in the Plans
or by a vote of a majority of the outstanding voting securities of the Trust as
defined in the Plans (on not more than 60 days' written notice to us at our
principal place of business). We, on 60 days' written notice addressed to you at
your principal place of business, may terminate this Agreement. You may also
terminate this Agreement for cause on violation by us of any of the provisions
of this Agreement, said termination to become effective on the date of mailing
notice to us of such termination. Without limiting the generality of the
foregoing, any provision hereof to the contrary notwithstanding, our expulsion
from the NASD will automatically terminate this Agreement without notice; our
suspension from the NASD or violation of applicable state or Federal laws or
rules and regulations of authorized regulatory agencies will terminate this
Agreement effective upon date of mailing notice to us of such termination. Your
failure to terminate for any cause shall not constitute a waiver of your right
to terminate at a later date for any such cause.

         11. All communications to you shall be sent to you at your offices at
101 Park Avenue, New York, New York 10178. Any notice to us shall be duly given
if mailed or telegraphed to us at the address shown on this Agreement.

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

                                                    (Broker/Dealer)
                                     By:
                                          Name:
                                          Title:

                                                    (Address)

                                        (City) (State) (Zip Code)


Accepted:

VISTA FUND DISTRIBUTORS, INC.



By:
     Name:
     Title:


Dated:

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                                                                       EXHIBIT B



Mutual Fund Investment Trust
101 Park Avenue
New York, New York  10178

                                          Re:  Shareholder Service Agreement for
                                               Mutual Fund Investment Trust

Gentlemen:

         We understand that Mutual Fund Investment Trust (the "Trust") has
adopted plans (the "Plans"), on behalf of the existing series (the "Funds") of
the Trust, pursuant to Rule 12b-1 of the Investment Company Act of 1940, as
amended (the "Act"), for making payments to certain persons for distribution
assistance and shareholder servicing.

         We desire to enter into an Agreement with the Trust for the servicing
of shareholders of, and the administration of shareholder accounts in, certain
Funds comprising the Trust. Subject to the Trust's acceptance of this Agreement,
the terms and conditions of this Agreement, shall be as follows:

         1. We shall provide shareholder and administration services for certain
shareholders of the Funds who purchase shares of the Funds as a result of their
relationship to us, as further designated in Exhibit A hereto ("Qualified
Accounts"). Such services may include, without limitation, some or all of the
following: answering inquiries regarding the Funds; assistance in changing
dividend options, account designations and addresses; performance of
sub-accounting; establishment and maintenance of shareholder accounts and
records; assistance in processing 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 other accounts serviced by us, if any; and such other
information and services as the Trust reasonably may request, to the extent we
are permitted by applicable statute, rule or regulation to provide such
information or services.

         2. If Fund shares are to be purchased or held by us on behalf of our
clients:

                (i) Such shares will be registered in our name or in the name of
         our nominee. The client will be the beneficial owner of the shares of
         each Fund purchased and held by us in accordance with the client's
         instructions and the client may exercise all rights of a shareholder of
         a Fund. We agree to transmit to the Trust's transfer agent in a timely
         manner, all purchase orders and redemption requests of our clients and
         to forward to each client all proxy statements, periodic shareholder
         reports and other communications received from the Trust by us on
         behalf of our clients.


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                (ii) We agree to transfer to the Trust's transfer agent, on the
         date such purchase orders are effective, federal funds in an amount
         equal to the amount of all purchase orders placed by us on behalf of
         our clients and accepted by the Trust (net of any redemption orders
         placed by us on behalf of our clients). In the event that the Trust
         fails to receive such federal funds on such date (other than through
         the fault of the Trust or its transfer agent), we shall indemnify the
         Trust against any expense (including overdraft charges) incurred by the
         Trust as a result of its failure to receive such federal funds.

                (iii) We agree to make available to the Trust, upon the Trust's
         request, such information relating to our clients who are beneficial
         owners of Fund shares and their transactions in Fund shares as may be
         required by applicable laws and regulations or as may be reasonably
         requested by the Trust.

                (iv) We agree to transfer record ownership of a client's shares
         of a Fund to the client promptly upon the request of the client. In
         addition, record ownership will be promptly transferred to the client
         in the event that the person or entity ceases to be our client.

         3. We shall provide to the Trust copies of the lists of members of our
organization, if any, and make available to the Trust any publications and other
facilities of our organization for the placement of advertisements or
promotional materials and sending information regarding the Funds, to enable the
Trust to solicit for sale and to sell shares to such members.

         4. We shall provide such facilities and personnel (which may be all or
any part of the facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to shareholders maintaining Qualified Accounts with the
Trust, and to assist the Trust in servicing accounts of such shareholders.

         5. Neither we nor any of our employees or agents are authorized to make
any representation concerning Fund shares except those contained in the then
current Prospectus for the applicable Fund, copies of which will be supplied by
the Trust to us; and we shall have no authority to act as agent for the Trust.

         6. In consideration of the services and facilities described herein, we
shall be entitled to receive from each Fund such fees as are set forth in
Exhibit A hereto. We understand that the payment of such fees has been
authorized pursuant to the Plans approved by the Trustees and shareholders of
the Trust and shall be paid only so long as the Plans and this Agreement are in
effect.

         7. The Trust reserves the right, at the Trust's discretion and without
notice, to suspend the sale of shares or withdraw the sale of shares of each
Fund.

         8. This Agreement shall terminate automatically (i) in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act or (ii) in the event that the Plans terminate.

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         9. This Agreement may be terminated at any time (without payment of any
penalty) by a majority of the "Qualified Trustees" as defined in the Plans or by
a vote of a majority of the outstanding voting securities of each Fund as
defined in the Plans (on not more than 60 days' written notice to us at our
principal place of business). We, on 60 days' written notice addressed to the
Trust at its principal place of business, may terminate this Agreement. The
Trust may also terminate this Agreement for cause on violation by us of any of
the provisions of this Agreement or in the event that the Plans shall terminate,
said termination to become effective on the date of mailing notice to us of such
termination. The Trust's failure to terminate for any cause shall not constitute
a waiver of its right to terminate at a later date for any such cause.

         10. All communications to the Trust shall be sent to the Trust at the
address set forth above. Any notice to us shall be duly given if mailed or
telegraphed to us at the address set forth below.

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

                                                   _________________________
                                                   (Broker/Dealer)
                                           By:      ________________________
                                              Name:
                                              Title:
                                                     _______________________
                                                     (Address)
                                                     _______________________
                                                    (City) (State) (Zip Code)


Accepted:

MUTUAL FUND INVESTMENT TRUST



By: __________________________________________
     Name:
     Title:


Dated: