Exhibit 1

                         D3 Family Funds / Consolidation
                          Form of Partner Election Form

*For Limited Partners of The D(3) [X - Name of Distributing Fund] Fund, L.P.
transferring into The D(3) [Y -Name of Receiving Fund] Fund, L.P.

|_|   Check this box if undersigned Limited Partner authorizes the transfer
of the value of its existing Capital Account to be transferred to an investment
in The D(3) [Y] Fund, L.P. Limited Partner understands and acknowledges that if
the box is checked, a pro rata amount of securities held by The D(3) [X] Fund,
L.P. equal in value to the Limited Partner's Capital Account in The D(3) [X]
Fund, L.P. will be transferred into a Limited Partner interest of equal value in
The D(3) [Y] Fund, L.P. after the close of trading on _____________________. By
choosing this investment subscription method, Limited Partner understands that
it will immediately become an investor in The D(3) [Y] Fund, L.P. and will no
longer be a limited partner in The D(3) [X] Fund, L.P. as of the date the value
of its Capital Account and interest in The D(3) [X] Fund, L.P. is fully
transferred to The D(3) [Y] Fund, L.P.

      By signing below, the undersigned Limited Partner consents to and
authorizes the transfer of its Capital Account in The D(3) [X] Fund, L.P. to The
D(3) [Y], L.P. Limited Partner understands and acknowledges that (i) it received
and reviewed a Confidential Offering Memorandum, Subscription Agreement and
Amended and Restated Agreement of Limited Partnership (as proposed to be
amended) for the D(3) [Y] Fund, L.P. distributed to Limited Partner, and (ii)
the transfer of its Capital Account into the D(3) [X] Fund, L.P. will be
initiated when the Subscription Agreement and Agreement of Limited Partnership
are executed by Limited Partner and returned to and accepted by the General
Partner.

Subscriber (if an Individual Retirement Account, also complete next page)

                                                    
Name of Subscriber:_______________________________________________  Dated: _______________

_________________________________________________      ________________________________________
(Signature of Subscriber)                              (Signature of Second Subscriber, if any)

_________________________________________________      ________________________________________
(Print Name)                                           (Print Name)

_________________________________________________      ______________________________________________
(Signature of Authorized Signatory, if applicable)     (Title of Authorized Signatory, if applicable)




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