Section 36(b) of the Investment Company Act of 1940 permits a registered investment company’s shareholders to sue the fund’s investment adviser for breach of fiduciary duty for charging excessive fees to the company. In a recent decision, the U.S. Court of Appeals for the Eighth Circuit ruled that a shareholder of a fund of funds cannot sue the fund’s adviser for fees paid by an underlying fund to its respective investment adviser. As investors choose to invest through funds of funds, as well as the increasingly popular funds of alternative mutual funds, they need to understand what rights and powers they have – and which they cede – under these approaches. Likewise, managers must remain aware of the extent to which their abilities to charge fees could be challenged by underlying investors in fund of fund complexes. This article summarizes the statutory and factual background of the suit and the Eighth Circuit’s reasoning. For other suits concerning Section 36(b), see “Registered Fund Advisers Delegating to Subadvisers Gain Greater Flexibility From U.S. District Court Ruling to Charge Management Fees” (Mar. 16, 2017); and “In Light of Convergence of Hedge Fund Strategies and Mutual Fund Structures, Mutual Fund Advisory Fee Case Before U.S. Supreme Court May Affect Future Profitability of Hedge Fund Industry” (Sep. 24, 2009).