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　　Asset securitization1 is a process of packaging illiquid individual loans and other debt instruments into liquid securities with credit enhancements to further their sale in the capital markets. Investment bankers' creativity has been the driving force behind the powerful revolution in a new era of structured finance. Securitized financing is one of the ways the global marketplace has grown, and has played an important role in the development of the derivatives market. Securitization generates fee income for bankers and provides them additional trading opportunities. Asset types used in securitization include mortgages, auto loans, credit card receivables, equipment leases, junk bonds, and tax liens.2 This chapter first describes the development of the market, which highlights how Wall Street responded to the challenges with incredible innovative thinking. Subsequent sections cover the major types of asset-backed securities.
　　Mortgage-backed securities3 are debt obligations with a pool of mortgages as collateral. They fall into the general category of asset-backed securities, which package a group of securities and offer investors access to the cash flows generated by the underlying securities. An individual investor earns interest in proportion to his stake in the entire pool. Therefore, an investment in a mortgage-backed security is not tied to any one mortgage. The firm that assembles the security takes a small fee and insures the pool against credit risk. One type of mortgage-backed security, the mortgage pass-throughs security,4 is identified by the fact that interest and principal payments are passed through to the holder, instead of just interest. Payments to investors are usually made on a monthly basis.
　　Mortgage backed securities are a relatively low-risk investment vehicle. Securities issued by the Government National Mortgage Association (Ginnie Mae)5 are particularly safe because they are backed by the full faith and credit of government. One downside to these investments is the risk of prepayment by borrowers, or paying back part or all of the loan before it becomes due, which can lower returns by reducing the interest paid on a given mortgage.
　　Bank of America issued the first triple-A-rated mortgaged-backed pass-throughs security in 1977. How to deal with the tax treatment of the first pass-troughs required creative thinking. John Quisenberry of Brown and Wood came up with the solution that relied on a flow-through of the tax attributes. The issue was a failure because at that time only l5 states accepted these AAA pass-throughs as a legal investment. The blue-sky laws offered no standing for a security of this type. Also, many institutional investors had self-imposed prohibitions on investing in these securities.
　　In the late 1970s, the banking industry experienced escalating disintermediation.6 Funds left depository institutions in pursuit of higher rates, since the regulated savings rates (Regulation Q)7 were not competitive with the free-market interest rates. On top of that, the yield curve inverted, which eroded thrifts' net worth resulting from borrowing short and lending long. The need for alternative sources of funding increased. Wall Street sought securitization, and Freddie Mac, as a federal agency stepped in to overcome the roadblocks to securitizing mortgages. The status of a federal agency provided the solution to the state and regulatory problems, since it is exempt from the state blue-sky laws8 and legal investment statutes. Securitization enabled Wall Street to repackage and sell a conventional loan product to public investors nationally. The mortgage pass-through market took off.

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【注释】
1. asset securitization 资产证券化
　　资产证券化的过程就是资产管理公司把拥有的各种流动性较差的不良资产分类整理为一批批资产组合，将这些资产出售给具有某一特别目的公司(Special Purpose Company或Special Purpose Vehicle，简称SPV)或信托公司，由该公司以该资产组合为后备而发行上市证券。上市证券的本息支付直接依赖于该资产组合产生的现金流量。由于资产支持或抵押的证券收益相对于其信用风险是较高的，它对投资者而言很有吸引力；发行的部分或全部证券通常享有信用强化(credit enhancement)安排的便利。另外，还可以根据某些投资者的现金流量与其他需要来确定证券的票面值和现金流量。证券化的资产主要是居民住宅抵押贷款、商业房地产贷款、信用卡应收账款、设备租赁和贸易应收款等。然而，这种安排也在不断地变化，用以抵押的资产的范围和种类不断扩大，像国债、垃圾债券、优先股票和“特别条件”投资，等等。
2．tax liens 因税收留置权而拥有的财产，即扣押财产以待偿还借款的权利。
3．mortgage-backed securities 【MBS】按揭证券
　　以按揭资产汇集而成的组合，作为保证还款责任而发出的证券，称为按揭证券。资产组合内所收得的按揭还款，将用来偿还证券的本息。
4．mortgage pass-through security 抵押转递证券
　　（有美国政府代理）机构抵押转递证券和私人抵押转递证券之分。转递证券的息票利率比抵押贷款利率低，两者的利差是前者支付的服务费和其他费用。该证券每月向证券持有人支付一次。现金流的时间结构安排也与基础抵押贷款不同，抵押贷款的支付通常在每月的第一天进行，而对投资者的支付则存在相应的延迟。延迟时间的长短随转递证券类型的不同而发生变化。
5．Ginnie Mae, Fannie Mae, Freddie Mac and Sallie Mae 机构抵押转递证券的三种，珍尼梅、弗来德麦克和范尼梅（均为音译）
The Government National Mortgage Association (Ginnie Mae) is a government-owned agency that buys mortgages from lending institutions, turns them into securities, and then sells those securities to investors. Because the payments to investors are guaranteed by the full faith and credit of the U.S. Government, they return slightly less interest than other mortgage-backed securities.
　　The Federal National Mortgage Association (Fannie Mae) is a congressionally chartered corporation which buys mortgages on the secondary market, pools them and sells them as mortgage-backed securities to investors on the open market. The securities contain both conventional mortgages and mortgages insured by the Federal Housing Administration. Monthly principal and interest payments are guaranteed by Fannie Mae but not by the U.S. Government.
　　The Federal Home Mortgage Corporation (Freddie Mac) is similar to Fannie Mae except that none of the pooled mortgages are FHA insured.
　　The Student Loan Marketing Association (Sallie Mae) creates securities by purchasing student loans instead of mortgages. This is simply another type of asset-backed security.
6．disintermediation 脱媒
　　主要是指银行作为信贷中介的地位日益降低，存款、贷款增长率相对放慢，大量资金从银行流出而进入金融市场或非银行金融机构，企业、居民对银行贷款的依赖性日益减少。投资者与借款人直接见面，通过金融工具的买卖来实现融通资金的倾向。银行非中介化的主要表现形式即证券化。银行非中介化是金融创新的产物，而这一非中介化的发展又推动了金融创新的进程。具体地讲，一方面，金融创新推动了西方各国放松金融管制，创造了各种灵活而富有吸引力的新金融工具，强化了竞争，间接促进了银行非中介化。另一方面，银行非中介化又加剧了银行间的竞争，从而迫使它们提高服务质量，不断推出新的金融产品来吸引客户，进一步推动了金融创新。
7．regulation Q Q字条例
　　美国联邦储备委员会制定，并由美国国会于1933年通过的《格拉斯·斯蒂格尔法》中的一个条例。因属该法案的第18条款，按字母顺序为Q，故名“Q字条例”。Q字条例的本质是对利率的管制，其基本内容是禁止联邦储备委员会的会员行对其吸收的30天之内的活期存款支付利息，同时对上述银行吸收的定期存款与储蓄存款规定利息上限。该法案现已废止。
8．Blue Sky Laws 蓝天法
　　即证券买卖控制法。用于规范证券登记和交易程序的法规。“蓝天”的含义是指缺乏实物和资金。制订这一法规的目的是为了规范债券的发行，阻止价值“小于一片天空”的交易。

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