D.B. ZWIRN & CO., L.P. INVESTOR ACTION REQUIRED May 6, 2005 To the Limited Partners of D.B. Zwim Special Opportunities Fund, L.P. (the "Fund") In light of the continuing growth of the Fund, we have recently undertaken to update and, where appropriate, revise the confidential memorandum (the "Confidential Memorandum') and the limited partnership agreement (the "Partnership Agreement") of the Fund. We have enclosed for your consent the proposed Second Amended and Restated Agreement of Limited Partnership of the Fund (the "Amendment') and the revised Confidential Memorandum indicating the proposed changes. While you should review the text of the revised Confidential Memorandum and the proposed Amendment in its entirety, the highlights of the key revisions in the Confidential Memorandum and the Partnership Agreement are listed below: A. The following changes to the Partnership Agreement, which will also be reflected in the Confidential Memorandum, require your consent: • The depth and the breadth of our sourcing and analytical team has provided us with the opportunity to see a broader range of investments, including financial instruments and physical assets in addition to those currently set forth in the Partnership Agreement and the Confidential Memorandum. These investments leverage our analytical, sourcing and trading expertise and are a natural extension of our multi- strategy investment platform. In order to take advantage of these opportunities, we are updating the description of the investment program in the Confidential Memorandum and expanding the list of investments contained in the Confidential Memorandum and the Partnership Agreement that the Fund may make. • Currently, the General Partner may reduce distributions in respect of withdrawal requests for any period to no more than 20% of the Fund's net assets if total withdrawal requests received exceed that amount. The Amendment provides that in the event that withdrawal requests, in