AMENDMENT NO. 2 TO MASTER DISTRIBUTION PLAN OF AIM SPECIAL OPPORTUNITIES FUNDS (CLASS B SHARES) (SECURITIZATION FEATURE) The Master Distribution Plan (the "Agreement"), dated effective June 24, 1998, as amended, by AIM Special Opportunities Funds, a...

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                                                                 EXHIBIT m(7)(c)

                                 AMENDMENT NO. 2
                                       TO
                            MASTER DISTRIBUTION PLAN
                                       OF
                         AIM SPECIAL OPPORTUNITIES FUNDS
                                (CLASS B SHARES)
                            (SECURITIZATION FEATURE)

         The Master Distribution Plan (the "Agreement"), dated effective June
24, 1998, as amended, by AIM Special Opportunities Funds, a Delaware business
trust, with respect to the Class B Shares of each series of shares of beneficial
interest as set forth in the Agreement, is hereby amended as follows:

         Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:

                                   "SCHEDULE A
                                       TO
                            MASTER DISTRIBUTION PLAN
                                       OF
                         AIM SPECIAL OPPORTUNITIES FUNDS

                               (DISTRIBUTION FEE)



                                                                                                    MAXIMUM
                                                         ASSET BASED              SERVICE          AGGREGATE
FUND                                                     SALES CHARGE               FEE            ANNUAL FEE
----                                                     ------------             -------          ----------

                                                                                             
AIM Large Cap Opportunities Fund                             0.75%                 0.25%              1.00%
AIM Mid Cap Opportunities Fund                               0.75%                 0.25%              1.00%
AIM Small Cap Opportunities Fund                             0.75%                 0.25%              1.00%"


         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.

Dated:                          , 1999
       -------------------------

                                       AIM SPECIAL OPPORTUNITIES FUNDS

Attest:                                By:
        ---------------------------        --------------------------------
        Assistant Secretary                Xxxxxx X. Xxxxxx
                                           President


(SEAL)