On April 22, 2009, the United States District Court for the District of Connecticut dismissed a complaint by BNY AIS Nominees Limited (BNY AIS) on behalf of the shareholders of the hedge fund Stewardship Credit Arbitrage Fund, Ltd. (the Hedge Fund) against Marlon Quan (Quan), the Hedge Fund’s managing director and Stewardship Investment Advisors, LLC (SIA), the Hedge Fund’s investment adviser, for improper venue.  The Hedge Fund’s subscription agreement required disputes under the agreement to be resolved in the Bermuda.  The District Court dismissed the complaint, holding that even though the defendants were not parties to the subscription agreement, they were so closely related to the Hedge Fund as to be entitled to the benefits of the forum selection clause.  We detail the facts, analysis and holding of the case.