National Securities Markets Improvement Act (NSMIA): Definition & Impact

The National Securities Markets Improvement Act (NSMIA) was introduced in 1996 to more efficiently allocate capital in financial markets. NSMIA amended the previously passed Investment Company Act of 1940 to promote the more efficient management of mutual fundsMutual FundsA mutual fund is a pool of money collected from many investors for the purpose of investing in stocks, bonds, or other securities. Mutual funds are owned by a group of investors and managed by professionals. Learn about the various types of fund, how they work, and benefits and tradeoffs of investing in them, protect investors, and provide more effective regulation.

Summary

• The National Securities Market Improvement Act (NSMIA) was introduced to more efficiently allocate capital in financial markets.
• NSMIA amended the Investment Company Act of 1940 to promote more efficient management of mutual funds, protect investors, and provide more effective regulation.
• Nationally traded securities, securities of registered investment companies, sales to qualified purchasers, and securities issued in certain exempt offers are exempt from state regulation.

What did NSMIA Improve?

NSMIA was passed to improve decades of inefficient federal and state regulation. Before NSMIA, the Federal Securities Act allowed for concurrent state regulation under blue sky laws.

The original intention of blue sky laws was to protect investors from fraud. Distribution of securities required disclosure and qualification under the state securities acts.

Investment advisors can be exempt from SEC registration due to size, and they are supervised by state regulators. On the contrary, broker-dealers were subject to state and federal regulations concurrently.

What Changed after NSMIA was Introduced?

NSMIA caused a material impact on the responsibilities of federal and state regulators. Ultimately, it reduced the overlap between federal and state power. State security laws no longer oversaw the following topics:

1. Capital

2. Margin

3. Bonding

4. Custody requirements

Impact of NSMIA on the Mutual Funds Industry

In mutual funds, banks pool together investor money to invest in financial instruments. In 1970, the U.S. Congress first addressed the growing prominence of mutual funds when they first amended the Investment Company Act of 1940.

Between 1970 and 1996, the total mutual funds’ asset value rose from $48 billion to $3.2 trillion. The remarkable growth led to mutual funds being offered by traditional asset managers, commercial banks, life insurance companies, investment banks, etc.  During the period, mutual funds evolved in terms of differentiated offerings and instruments included.

Specific changes in the law needed to be made to improve the regulations surrounding mutual funds and investment advisors. The U.S. Congress decided that state governments should not have concurrent jurisdiction with the federal government to regulate investment advisors and companies. It resulted in the Securities and Exchange Commission (SEC)Securities and Exchange Commission (SEC)The US Securities and Exchange Commission, or SEC, is an independent agency of the US federal government that is responsible for implementing federal securities laws and proposing securities rules. It is also in charge of maintaining the securities industry and stock and options exchanges regulating mutual funds and investment advisors.

Securities Exempt from State Regulation

The four categories of securities that are exempt from state regulation include:

1. Nationally traded securities

Nationally traded securities are traded on the NYSE, AMEXAmerican Stock Exchange (AMEX)The American Stock Exchange (AMEX) started operations in 1908 as the New York Curb Market Agency. The AMEX was orginally composed of traders and brokers, and the NASDAQ. The federal government can control the supply and demand of the market through fiscal policy to improve the competition. Case law dictates it as the market-place-exemption.

2. Securities of registered investment companies

Investment companies are primarily involved in investing, reinvesting, or trading securities. The three types of investment companies are closed-end funds, mutual funds, and unit investment trusts.

Mutual funds became federally regulated to increase competitive behavior. Increasing competitive behavior was accomplished by reducing the barriers of entry to the market for buyers and sellers of equity and debt.

3. Sales to qualified purchasers

Qualified purchasers are sophisticated investors who can protect themselves in a manner that renders state regulation unnecessary. The qualified purchasers must be consistent with the public interest and the protection of investors.

NSMIA allowed for more qualified purchasers, leading to an influx of hedge fundsHedge FundA hedge fund, an alternative investment vehicle, is a partnership where investors (accredited investors or institutional investors) pool, pension funds, and university endowments.

4. Securities issued in certain exempt offers

Securities can be exempt in special offerings. When securities are offered by an entity that is not an issuer, underwriter, or dealer, they can be exempt. When securities are offered pursuant to the brokers’ exemption, brokers cannot solicit, or arrange to solicit, the customers’ orders.

However, the broker may inquire of other brokers or dealers who previously indicated an interest in the previous 60 days. The broker may also inquire of their customers who have had an unsolicited interest in the last ten days, and the broker may post a bid price and ask quotations.

More Resources

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