RAKOFF, District Judge:

Plaintiffs-Appellants Dana Trezziova and Neville Seymour Davis appeal from a judgment of the United States District Court for the Southern District of New York (Berman, J.), which, inter alia, granted defendants' motion to dismiss plaintiffs' claims against defendants-appellees JPMorgan Chase & Co. ("JPMorgan") and the Bank of New York Mellon ("BNY") on the ground that the claims were precluded by the Securities Litigation Uniform Standards Act of 1998 ("SLUSA"), 15 U.S.C. § 78bb(f), and, alternatively, by New York's Martin Act, N.Y. Gen. Bus. Law §§ 352 et seq.1

BACKGROUND

The well-pleaded allegations of the operative complaints in this action,2 taken most favorably to plaintiffs, allege that, starting in the mid-1990s, various foreign investment vehicles — namely, Thema International Fund plc ("Thema"); Herald Fund SPC-Herald USA Segregated Portfolio One ("Herald SPC") and Herald (LUX) U.S. Absolute Return Fund ("Herald Lux") (together, "Herald"); and Primeo Select Fund and Primeo Executive Fund (together, "Primeo") — secretly funneled investors' assets to Bernard L. Madoff Investment Securities' ("Madoff Securities"), "a giant Ponzi Scheme." One of these "feeder funds," Thema, was an Irish investment company that, as of November 2008, had assets of over $1 billion, all of which were invested with Madoff Securities. Following the revelation that Madoff Securities was a Ponzi scheme and that Madoff Securities' assets had been frozen as part of the company's bankruptcy filing, Thema issued a notice of suspension and subsequently entered into receivership. Another feeder fund, Herald SPC, an investment fund organized under the laws of the Cayman Islands, invested at least $1.5 billion in Madoff Securities over its five-year existence, while Herald Lux, an investment fund organized under the laws of Luxembourg, invested at least $255 million with Madoff Securities between its incorporation in February 2008 and the revelation of Madoff Securities' fraud in December of that same year. As a result of those investments, both Herald funds suffered substantial losses. For similar reasons, investors in the Primeo funds also suffered substantial losses.

In early 2009, Repex Ventures S.A., an investor in Herald Lux, filed a class action in the Southern District of New York on behalf of investors in the Herald, Thema, and Primeo funds. Other similar suits were then filed, and in October 2009, the district court consolidated the actions for pre-trial purposes and appointed lead plaintiffs for each family of funds. Specifically, the district court appointed appellant Neville Seymour Davis as lead plaintiff for the proposed class of Thema investors; Repex Ventures as lead plaintiff for the proposed class of investors in the Herald funds; and Schmuel Cabilly as lead plaintiff for the proposed class of investors in the Primeo funds.3 On February 11, 2010, Davis and Repex filed amended class action complaints, at which point Repex added appellant Dana Trezziova, an investor in Herald SPC, as co-plaintiff.

In his class action complaint on behalf of Thema's investors, Davis alleged that Thema "represented that it employed careful selection of investment advisors," Thema Compl. ¶ 28, but that in fact Thema "failed to perform any investment selection or management and instead simply funneled its clients' investments to Madoff in exchange for lucrative fees," id. ¶ 128. Based on these and other allegations, Davis brought claims against Thema itself; its owners, managers, and directors; its custodian, administrator, and auditor; counsel to Thema and other advisors; members of the Madoff family; and, as most relevant here, JPMorgan and BNY, the banks at which Madoff Securities' accounts were held. Repex and Trezziova brought similar allegations against an analogous group of defendants. The district court dismissed the claims against most of the defendants on grounds that we affirm in our simultaneously filed Summary Order, leaving only the claims against JPMorgan and BNY.

As to JPMorgan, the operative complaints allege that, as Madoff Securities' principal banker, JPMorgan had not simply ignored "red flags" of fraud, but "had actual knowledge that [Madoff Securities] was violating its fiduciary duties and committing fraud." Thema Compl. ¶ 314. However, despite this knowledge, JPMorgan furthered Madoff's fraud by "funnel[ing] hundreds of millions of dollars to Madoff" and Madoff Securities. Id. ¶ 59. Moreover, "instead of alerting authorities as they were required to do, ... the JPMorgan Chase Defendants kept their mouths shut to ensure their own profits at the expense of Plaintiffs and the other members of the Class." Herald Compl. ¶ 455.

As for BNY, which also provided banking services to Madoff Securities, the complaints allege that it similarly "knew that it was providing substantial assistance to the fraud," Thema Compl. ¶ 358, but, because it "was collecting such large fees ... it ignored the evidence of fraud and failed to disclose the fraud." Id. ¶ 364.

Based on these and similar allegations, Trezziova alleges that JPMorgan and its subsidiaries aided and abetted Madoff Securities' fraud, engaged in a civil conspiracy with the other defendants, aided and abetted conversion and breaches of fiduciary duties by the Herald funds and their administrators, and were unjustly enriched at the expense of the Herald Funds' investors. Although making essentially the same factual allegations — including the allegations that the banks knowingly assisted the fraud, see supra — Davis posits as causes of action only that the banks unjustly enriched themselves at the expense of Madoff securities' victims and "aided and abetted" the gross negligence, negligence, and breaches of fiduciary duty committed by other defendants.4

In June 2011, defendants jointly moved to dismiss the complaints, and on November 29, 2011, the district court issued an opinion that, inter alia, dismissed plaintiffs' claims against JPMorgan and BNY as precluded by SLUSA and preempted by New York's Martin Act. Plaintiffs timely appealed.

"We review the district court's grant of a Rule 12(b)(6) motion to dismiss de novo, accepting all factual claims in the complaint as true, and drawing all reasonable inferences in the plaintiff's favor." Famous Horse Inc. v. 5th Ave. Photo Inc., 624 F.3d 106, 108 (2d Cir.2010).

DISCUSSION

The recent economic crisis serves to underscore how dependent our nation's economy is on developments in the securities markets. While class action lawsuits — the modern expansion of which largely dates from the 1966 amendments to Rule 23 of the Federal Rules of Civil Procedure — may serve a vital function in compensating victims of securities fraud and deterring dishonesty in the securities markets, their abuse may just as surely injure the efficient operation of those markets and this country's competitive position in the world's economy.

With these competing concerns in mind, Congress — even as it passed such legislation designed to increase transparency and stability in the securities markets as the Sarbanes-Oxley Act of 2002, Pub.L. No. 107-204, 116 Stat. 745 (codified in scattered sections of 15 and 18 U.S.C.), and the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub.L. No. 111-203, 124 Stat. 1376 (2010) (codified in various sections of 7, 12 and 15 U.S.C.) — also enacted legislation designed to combat abusive and extortionate securities class actions. One such law was the Private Securities Litigation Reform Act (the "PSLRA"), 15 U.S.C. §§ 77z-1, 78u-4, enacted in 1995. "The PSLRA established uniform standards for class actions alleging securities fraud, including more stringent pleading requirements for certain securities fraud class actions brought in federal courts." Romano v. Kazacos, 609 F.3d 512, 517 (2d Cir.2010). The PSLRA failed, however, to grapple fully with the ingenuity of the plaintiffs' bar. "[P]laintiffs began circumventing its restrictions by filing federal securities fraud class actions in state court, where they could assert many of the same causes of action while avoiding the PSLRA's requirements, which apply in federal court." Id. In 1998, "[t]o stem this shift from Federal to State courts and prevent certain State private securities class action lawsuits alleging fraud from being used to frustrate the objectives of the [PSLRA], Congress enacted SLUSA." Merrill Lynch, Pierce, Fenner & Smith Inc. v. Dabit, 547 U.S. 71, 82, 126 S.Ct. 1503, 164 L.Ed.2d 179 (2006) (quotation marks and brackets omitted).

In furtherance of Congress's purpose to negate the artful pleading by which certain plaintiffs evaded the dictates of the PSLRA — and more generally in furtherance of Congress's desire to have class actions affecting the national securities markets be more completely governed by federal securities laws, see also Class Action Fairness Act of 2005, 28 U.S.C. §§ 1332(d),1453, 1711-171 — SLUSA is broadly worded. As to any action seeking damages on behalf of more than fifty persons or prospective class members, SLUSA provides that no such 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 ... a misrepresentation or omission of a material fact in connection with the purchase or sale of a covered security." 15 U.S.C. § 78bb(f)(1). A "covered security" is, in turn, defined as a security that meets the standards of the Securities Act of 1933. 15 U.S.C. § 78bb(f)(5)(E). "Under § 18(b) of the Securities Act of 1933, a covered security is one that is `listed, or authorized for listing, on [the national exchanges]' or that is `issued by an investment company that is registered, or that has filed a registration statement, under the Investment Company Act of 1940.'" Romano, 609 F.3d at 520 n. 3 (quoting 15 U.S.C. § 77r(b)).

Here, the proposed plaintiff classes purchased interests in foreign feeder funds, interests that all parties concede are not included within the definition of "covered security." The district court nonetheless found that since "Madoff's purported trading strategy utilized indisputably covered securities," and since all the claims of misconduct by JPMorgan arose "in connection with" Madoff Securities' securities fraud, SLUSA applied.

As an initial matter, we agree with the district court that the fact that Madoff Securities may not have actually executed their pretended securities trades does not take this case outside the ambit of SLUSA. See Instituto De Prevision Militar v. Merrill Lynch, 546 F.3d 1340,1352 (11th Cir.2008) (finding that, where the defendant accepted investors' monies for investment in securities, no actual purchase or sale need occur to qualify as a "covered security" under SLUSA). Plaintiffs, however, contend that it is inappropriate under SLUSA to elide their purchase of "uncovered" interests in the foreign feeder funds with Madoff's "downstream" transactions in covered securities. This argument, however, ignores the fact that, on the very face of plaintiffs' complaints, the liability of JPMorgan and BNY is predicated not on these banks' relationship with plaintiffs or their investments in the feeder funds but on the banks' relationship with, and alleged assistance to, Madoff Securities' Ponzi scheme, which indisputably engaged in purported investments in covered securities on U.S. exchanges. See LaSala v. Bordier et Cie, 519 F.3d 121, 141 (3d Cir. 2008) (finding that SLUSA's "in connection with" requirement is met "when an allegation of misrepresentation in connection with a securities trade, implicit or explicit, operates as a factual predicate to a legal claim" and is "not merely an extraneous detail").5

Moreover, we agree with the district court that, even though the complaints do not style their claims against JPMorgan and BNY as securities fraud claims, the complaints' allegations nonetheless are precluded by SLUSA. Since "SLUSA requires our attention to both the pleadings and the realities underlying the claims," plaintiffs cannot avoid SLUSA "merely by consciously omitting references to securities or to the federal securities law."6 Romano, 609 F.3d at 523; see also Rowinski v. Salomon Smith Barney Inc., 398 F.3d 294, 304-05 (3d Cir.2005) ("SLUSA['s] ... preemptive force cannot be circumvented by artful drafting."). Here, the district court correctly found that the Thema and Herald complaints' "claims against these Defendants are integrally tied to the underlying fraud committed by Madoff, for whom JPMorgan and BNY served as bankers." Indeed, JPMorgan's and BNY's relationship to the Madoff fraud is alleged to be far more than incidental. The complaints, fairly read, charge that JPMorgan and BNY knew of the fraud, failed to disclose the fraud, and helped the fraud succeed — in essence, that JPMorgan and BNY were complicity in Madoff's fraud. These allegations are more than sufficient to satisfy SLUSA's requirement that the complaint allege a "misrepresentation or omission of a material fact in connection with the purchase or sale of a covered security."7

For the foregoing reasons, we conclude that the appellants' claims against JPMorgan and BNY were properly dismissed as precluded by SLUSA.8 Accordingly, the district court's judgment is AFFIRMED.