Saeger

*545 MEMORANDUM *

Francis Saeger (“Saeger”), as Trustee of the Saeger Family Trust, appeals the district court’s order pursuant to Federal Rule of Civil Procedure 12(b)(6) dismissing his first amended complaint without leave to amend. 1 The district court had federal question jurisdiction pursuant to 28 U.S.C. § 1331 over Saeger’s securities fraud class action. We have jurisdiction pursuant to 28 U.S.C. § 1291 over the final order of the district court. This court reviews de novo the district court’s dismissal for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). Gompper v. VISX, Inc., 298 F.3d 893, 895 (9th Cir.2002). A district court’s denial of leave to amend is reviewed for abuse of discretion. Id. at 898 .

Because the parties are familiar with the facts, we do not recite them in detail except as necessary. Saeger’s First Amended Complaint (“FAC”) alleges that Pacific Life Insurance Company violated federal securities law by making materially misleading statements in its prospectus and policy documents with respect to certain deductions from gross premiums received from Saeger for “federal tax charges.” Pacific Life applied Saeger’s premium, net of the…