The district court wrongly dismissed this suit under SLUSA because plaintiffs did not allege a claim cognizable under federal securities laws. They claimed that the defendant broker had switched their accounts from commission-based to fee-based without first performing a suitability analysis to see whether plaintiffs, who were buy-and-hold investors, would benefit from the change in fee structure. That omission was material only to the choice of the form of brokerage account or broker, not to the purchase or sale of an covered security, so even though plaintiffs tried to allege a 10b-5 claim, they in fact had no federal securities claim, and their state law breach of fiduciary duty claims were not preempted by SLUSA.