SUMMARY ORDER

Plaintiffs-Appellants, investors in various mutual funds organized by Salomon Smith Barney (n/k/a Citigroup Global Markets Inc.) (“SSB”), appeal from a December 4, 2007 final judgment of the United States District Court for the Southern Dis *29 trict of New York (Crotty, J.) dismissing two complaints for failure to state a claim. Plaintiffs’ First Consolidated Amended Class Action Complaint (the “CAC”) asserted thirteen claims for relief under various state and federal laws including, sections 11 and 12(a)(2) of the Securities Act of 1933 (the “1933 Act”), 15 U.S.C. §§ 77k and 77l (a)(2), section 10(b) of the Securities Exchange Act of 1934 (the “1934 Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5, and section 36(b) of the Investment Company Act of 1940 (the “ICA”), 15 U.S.C. § 80a-35(b).

In a decision and order entered July 26, 2006, Judge Crotty granted Defendants’ motion to dismiss all claims raised in the CAC. In re Salomon Smith Barney Mut. Fund Fees Litig., 441 F.Supp.2d 579 (S.D.N.Y. 2006) (“SSB /”). The court dismissed the ICA section 36(b) claim on three grounds: (1) Plaintiffs were required to, but did not, plead those claims derivatively; (2) Plaintiffs did not clearly allege that the compensation complained of was received by investment advisers or affiliates, the only people liable under section 36(b), and (3) Plaintiffs failed to allege sufficient factual allegations as to why the total amount of fees was so disproportionately large that it could not have been the product of arm’s-length bargaining. Id. at 597-603. However, the court granted Plaintiffs leave to replead their section 36(b) claim derivatively. Id. at 603.

The court dismissed Plaintiffs’ federal securities claims because Plaintiffs failed to properly allege loss causation. Id. at 588-91. The court also found that Plaintiffs did not have standing to assert federal securities claims with respect to funds in which they did not own shares, and on that basis, dismissed all claims against Defendants whose only connection to the suit was to those funds. Id. at 608.

In a Second Consolidated Amended Complaint (the “SCAC”) filed on October 16, 2006, Plaintiffs repleaded their section 36(b) claim derivatively. In a decision and order entered December 3, 2007, the district court again dismissed the section 36(b) claim, this time with prejudice, because Plaintiffs’ allegations failed to satisfy the standard established by this Court in Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F.2d 923 (2d Cir. 1982). In re Salomon Smith Barney Mut. Fund Fees Litig., 528 F.Supp.2d 332 (S.D.N.Y. 2007) (“SSB II ”).

We assume the parties’ familiarity with the underlying facts, which are aptly summarized by the district court in SSB I, and the issues presented on appeal.

We review a district court’s dismissal of a complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim de novo. DiFolco v. MSNBC Cable LLC, 622 F.3d 104, 110 (2d Cir. 2010).

I. Securities Fraud Claims

We affirm dismissal of Plaintiffs’ securities fraud claims for substantially the same reasons articulated by the district court. Plaintiffs have failed to adequately tie a material misrepresentation or omission to an economic loss. See Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 346-47, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005); see also Lentell v. Merrill Lynch & Co., Inc., 396 F.3d 161, 173 (2d Cir. 2005) (“[T]o establish loss causation, a plaintiff must allege that the subject of the fraudulent statement or omission was the cause of the actual loss suffered .... ” (internal quotation mark and alteration omitted)). In other words, Plaintiffs do not plead sufficient facts to support an inference that the information *30 omitted or misrepresented regarding improper steering, excessive fees, and conflicted transactions proximately caused a decline in the value of their mutual fund shares.

II. ICA Claims

Section 36(b) of the ICA imposes a fiduciary duty on a mutual fund’s investment adviser “with respect to the receipt of compensation for services.” 15 U.S.C. § 80a-35(b). Section 36(b) also provides a private right of action to a mutual fund investor, against the fund’s investment adviser, “for breach of fiduciary duty in respect of such compensation” paid to the investment adviser by the fund. Id. In Jones v. Harris Associates L.P., the Court adopted this Circuit’s approach in Garten-berg as a proper formulation for determining whether mutual fund fees violate section 36(b). — U.S.-, 130 S.Ct. 1418, 1425-26 & n. 5, 176 L.Ed.2d 265 (2010) (citing Gartenberg). Under Gartenberg, “the test is essentially whether the fee schedule represents a charge within the range of what would have been negotiated at arm’s-length in the light of all of the surrounding circumstances.” 694 F.2d at 928. In applying this test, “all pertinent facts must be weighed” to determine whether an investment adviser’s compensation constitutes a breach of fiduciary duty to mutual fund investors. Jones, 130 S.Ct. at 1425 (citing Gartenberg, 694 F.2d at 929).

Applying this standard, we find that dismissal of most of Plaintiffs’ section 36(b) claims was warranted. However, Plaintiffs’ allegations regarding fees for transfer agent services state a claim. See SCAC ¶¶ 85-86. Plaintiffs allege that Defendants caused the SSB Funds to negotiate a contract with an SSB affiliate to replace the Funds’ existing transfer agent. Once it replaced the existing agent, the SSB affiliate then sub-contracted with that agent to continue to perform virtually the same services that it had previously performed, but at a steep discount. Rather than pass the resulting savings on to investors in the form of lower fees, SSB’s affiliate kept the windfall, permitting Defendants to profit at the expense of the SSB Funds and their investors.

In our view, the transfer agent arrangement alleged in the SCAC constitutes a garden variety breach of fiduciary duty. 1 We recently considered similar allegations in a case argued in tandem with this one, and involving some of the same defendants. See Operating Local 649 Annuity Trust Fund v. Smith Barney Fund Mgmt. LLC, 595 F.3d 86 (2d Cir. 2010). In Operating Local 649, we determined that, as a result of the alleged transfer agent arrangement, the “shareholders were being grossly overcharged for transfer agent services and [the investment adviser] was reaping the benefits.” Id. at 93. In effect, “the Fund investors ... were at the mercy of a faithless fiduciary.” Id. We have little trouble concluding that, as alleged, transfer agent services fees resulting from this particular arrangement bear no reasonable relationship to the services rendered, could not have been the product of arm’s length bargaining, and as a result, adequately support an alleged violation of section 36(b). This conclusion is reinforced by reference to certain Garten- *31 berg factors. See Amron v. Morgan Stanley Inv. Advisors Inc., 464 F.3d 338, 340 (2d Cir. 2006) (listing Gartenberg factors). For example, with respect to the nature and quality of services provided, the alleged transfer agent scheme suggests that Plaintiffs overpaid for the transfer agent services that they received under the renegotiated contract. Defendants knowingly inflated the price of the transfer agent services provided to Plaintiffs and pocketed the difference between what they charged and what the services were worth. 2 Thus, we remand to the district court for reconsideration of Plaintiffs’ section 36(b) claim regarding the transfer agent fees.

We have considered the parties’ remaining claims and find them to be without merit. 3 Accordingly, for the foregoing reasons, the judgment of the district court with respect to Plaintiffs’ 1933 Act and 1934 Act claims is AFFIRMED, while the judgment with respect to their ICA section 36(b) claim is VACATED and REMANDED for further proceedings consistent with this order.