On December 22, 2008, the United States District Court for the Southern District of New York held that the Martin Act preempts a breach of fiduciary duty claim brought by an investor against an alternative investment fund, the Goldin Restructuring Fund, L.P.  The court held, however, that the investor’s securities fraud action against the fund pursuant to Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, could proceed.  We offer a detailed discussion of the case, and, in the process, examine how the federal district court in a key jurisdiction for hedge funds construes securities fraud and breach of fiduciary duty claims against an alternative asset manager.