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Click here for the full text of this decision FACTS:Edward Miller purchased annuities from Nationwide Life Insurance Co., which issued a prospectus relating to the purchase and later issued an amended prospectus. After Nationwide charged Miller transaction fees for certain trades he made, Miller filed a class action against the insurance company, alleging violations of the Securities Act of 1933 and breach of contract under Louisiana law, arguing that in its initial offerings Nationwide had represented there would be no fees charged. The district court dismissed both claims: the Securities Act claim because it was barred by the applicable statute of limitations, and the contract claim because dismissal was mandated by the restrictions placed on state law claims under the Securities Litigation Uniform Standards Act. HOLDING:Affirmed. The court holds that the district court, applying the provisions of SLUSA, did not err in its dismissal of Miller’s class action claims under the Securities Act and for breach of contract Miller purchased annuities from Nationwide in June and July 2001, based on a prospectus dated May 1, 2001. The prospectus was supplemented on Jan. 25, 2002 and on May 1, 2002. Miller filed this complaint on May 1, 2003. The original prospectus and both supplements were properly filed with the SEC. The district court concluded that SEC filings are generally sufficient to place investors on constructive notice of their contents. The court concludes that the January 2002 supplemental prospectus placed Miller on constructive notice of Nationwide’s alleged violation of the Securities Act. The “untrue statement or omission” that Miller alleges is Nationwide’s statement in the June 2001 Certificate Agreement that certificate owners “have the right to . . . transfer variable assets among the various funds without a charge.” By contrast, the January 2002 supplemental prospectus states that “THE ‘STANDARD CHARGES AND DEDUCTIONS’ PROVISION IS AMENDED TO INCLUDE THE FOLLOWING: . . . Some underlying mutual funds may assess (or reserve the right to assess) a short-term trading fee in connection with transfers from an underlying mutual fund sub-account that occur within 60 days after the date of allocation . . . .” The court thinks this language was clearly sufficient to alert Miller to the reasonable possibility of an untrue statement or omission in the Certificate Agreement. SLUSA states that “[n]o covered class action based upon the statutory or common law of any State or subdivision thereof may be maintained in any State or Federal court by any private party alleging . . . an untrue statement or omission of a material fact in connection with the purchase or sale of a covered security . . . .” 15 U.S.C. 77p(b)(1). It is plain that Miller has alleged both untrue statements and omissions of material fact in his state law breach of contract claim. The court concludes that Miller’s state law claim falls within the prohibition of 15 U.S.C. 77p(b)(1). As such, the district court’s dismissal of the state law contract claim in this class action securities case was proper. OPINION:E. Grady Jolly, J.; Jolly, Wiener and Pickering, JJ.

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