F.3d 932, 936 (8th Cir.2001)). As explained above, SLUSA preempts the state law claims and must be dismissed. Although Plaintiffs claim that the case is not about omissions and misrepresentations, the proposed Second Amended Complaint repeatedly alleges failures to disclose. (Proposed Sec. Am. Compl. 11119,19, 26, 39-41, 44, 48-50.) Plaintiffs attempt to mask the misrepresentation and omission allegations by removing words such as “false,” “misleading,” and “deceptive,” and rephrasing the allegations as failures to disclose. However, changing the wording does not change the fact that the allegations are grounded on alleged misrepresentations and omissions and are central—not ancillary—to the claims. See Felton v. Morgan Stanley Dean Witter & Co., 429 F.Supp.2d 684, 693 (S.D.N.Y.2006) (<HOLDING>). Whether Plaintiffs characterize their
holding that dismissal on slusa grounds appropriate where plaintiffs claim is a securities fraud wolf dressed up in a breach of contract sheeps clothing recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract holding that slusa did not preempt statelaw claims for conversion breach of contract breach of fiduciary duty and negligent supervision against securities brokerage firm holding that dismissal of a breach of contract claim was proper in light of the plaintiffs failure to recite or attach a copy of the contract holding that variable insurance policies are covered securities under slusa