AUTO FUNDING II L P
10-K405, 1997-03-31
ASSET-BACKED SECURITIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

|X|  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the year ended December 31, 1996

                                       OR

|_|  Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

For the transition period from

Commission file number 33-56618

               NYLIFE SFD Holding Inc. as Master Administrator for
         NAFCO Auto Trust-1, NAFCO Auto Trust-2, and NAFCO Auto Trust-3
             (Exact name of registrant as specified in its charter)

          Delaware                                               13-3475905
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization                             Identification No.)

  51 Madison Avenue, New York, New York                             10010
  -------------------------------------                             -----
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code  (212) 576-6456

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.

                          Yes |X|             No |_|

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ x ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant. None.

<PAGE>
                                     PART I

Item 1. Business

     As of December 31, 1996,  NAFCO Auto Funding L.P. (The  "Partnership")  was
the  originator  of three  Auto Loan  Trusts  (the  "Trusts")  which had  issued
publicly  registered  securities.  The  Registrant for each of these trusts was,
respectively,  NAFCO Auto  Trust-1,  NAFCO Auto Trust- 2 and NAFCO Auto Trust-3.
NAFCO Auto Trust-1 was formed  pursuant to an Amended and  Restated  Pooling and
Servicing Agreement dated August 1, 1994. NAFCO Auto Trust-2 was formed pursuant
to an Amended and Restated  Pooling and Servicing  Agreement dated June 1, 1995.
NAFCO Auto  Trust-3  was formed  pursuant to Amended  and  Restated  Pooling and
Servicing  Agreement  dated October 1, 1995. On August 16, 1996, the partners of
the Partnership sold their partnership  interests in the Partnership.  Following
the sale,  NYLIFE SFD Holding Inc. as the Master  Administrator  for each of the
Trusts (in such capacity,  the "Master  Administrator"),  assumed responsibility
for filing all reports  pursuant to the  Securities and Exchange Act of 1934 and
accordingly is filing this report on behalf of each of the trusts.

     The assets of each of the Trusts consists of consumer  automobile loans and
certain  other  rights  and  properties  pertaining  thereto,  all as more fully
described in the Registration Statements with respect to such Trusts. The Trusts
do not engage in any business except as may be incidental to management of their
assets.

     NYLIFE SFD Holding  Inc. is  currently  discussing  certain  aspects of the
servicing  of the auto loans  with  Electronic  Data  Systems  Corporation,  the
servicer, in order to improve and maintain servicing functions. No determination
has been made that an Event of Servicer Termination,  as that term is defined in
the Pooling and Servicing Agreements,  has occurred,  and it is anticipated that
any necessary improvements will be effected.


Item 2. Properties

         None.

Item 3. Legal Proceedings

         None.

Item 4. Submission of Matters to a Vote of Security Holders.

         None.


(b)  Reports on Form 8-K

         None.

                                       2
<PAGE>


                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

         Not Applicable.

Item 6. Selected Financial Data.

         Not Applicable.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations.

         Not Applicable.

Item 8. Financial Statements and Supplemental Data.

         Not Applicable.

Item 9. Change in and Disagreements an Accounting and Financial Disclosure.

         Not Applicable.

                                       3
<PAGE>

                                    PART III

Item 10. Directors and Officers of the Registrant

         Not Applicable.

Item 11. Executive Compensation

         Not Applicable.

Item 12. Security Ownership of Certain Beneficial Owners and Management

         None.

Item 13. Certain Relationships and Related Transactions

         Not Applicable.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

          1. Financial Statements - None.

          2.  All  schedules  for  which  provision  is made  in the  applicable
     accounting  regulations of the Securities and Exchange Commission have been
     omitted  since  either (1) the  information  required is  disclosed  in the
     financial  statements  and the notes  thereto;  (2) the  schedules  are not
     required  under  the  related  instructions;   or  (3)  the  schedules  are
     inapplicable.

          3. Trustee's Reports.



                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                   
                                   NAFCO AUTO TRUST-1

                                   By:  NYLIFE SFD Holding Inc.
                                      
                                   By: /s/ Kevin M. Micucci
                                       ---------------------------
                                   Name: Kevin M. Micucci
                                   Title:President and Director of
                                         NYLIFE SFD Holding Inc.
                                   Date: March 31, 1997

                                   NAFCO AUTO TRUST-2

                                   By: NYLIFE SFD Holding Inc.

                                   By:    /s/Kevin M. Micucci
                                          -------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of 
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 31, 1997


                                   NAFCO AUTO TRUST-3

                                   By: NYLIFE SFD Holding Inc.

                                   By:    /s/Kevin M. Micucci
                                          -------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of 
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 31, 1997


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant by the appropriate officers and directors of the Master Administrator
and in the capacities and on the dates indicated.


                                       5
<PAGE>

<TABLE>
<CAPTION>

Signature                             Title                                        Date
- ---------                             -----                                        ----
<S>                           <C>                                               <C>
                              President and Director of
/s/ Kevin M. Micucci          NYLIFE SFD Holding Inc.                           March 31, 1997
- --------------------
Kevin M. Micucci

/s/ Jay S. Calhoun            Vice President and Treasurer of                   March 31, 1997
- ------------------               NYLIFE SFD Holding Inc.
Jay S. Calhoun 

/s/ Jefferson C. Boyce        Director of NYLIFE SFD Holding Inc.               March 31, 1997
- ----------------------
Jefferson C. Boyce

/s/ Scott J. Drath            Vice President and Controller of Finance          March 31, 1997
- ------------------               and  Director of NYLIFE SFD Holding Inc.
Scott J. Drath 
                              Vice President of Adminstration and
/s/ Robert Ziegler            Secretary of NYLIFE SFD Holding Inc.              March 31, 1997
- ------------------
Robert Ziegler  
                              Vice President of Investment and
/s/Jean E. Hoystadt           Director of NYLIFE SFD Holding Inc.               March 31, 1997
- -------------------
Jean E. Hoystadt 

/s/ Richard W. Zuccaro        Vice President of NYLIFE SFD Holding Inc.         March 31, 1997
- ----------------------
Richard W. Zuccaro
</TABLE>

<PAGE>


                               INDEX TO EXHIBITS

Exhibit No.                  Description                                

99.1        Trust - 1 
            Master Administrator Report dated November 20, 1996 for the Due
            Period beginning August 1, 1996 and ending October 31, 1996, (ii)
            Servicer Report for the period beginning November 1, 1996 through
            November 30, 1996, (iii) Servicer Report for the period beginning
            December 1, 1996 through December 31, 1996.

99.2        Trust - 2
            Master Administrator Report dated November 20, 1996 for the Due
            Period beginning October 1, 1996 and ending October 31, 1996, (ii)
            Master Administrator Report dated December 20, 1996 for the Due
            Period beginning November 1, 1996 through November 30, 1996, (iii)
            Master Administrator Report dated January 21, 1997 for the Due
            Period beginning December 1, 1996 through December 31, 1996.

99.3        Trust - 3
            Master Administrator Report dated November 20, 1996 for the Due
            Period beginning October 1, 1996 and ending October 31, 1996, (ii)
            Master Administrator Report dated December 20, 1996 for the Due
            Period beginning November 1, 1996 through November 30, 1996, (iii)
            Master Administrator Report dated January 21, 1997 for the Due
            Period beginning December 1, 1996 through December 31, 1996.



                           MASTER ADMINISTRATOR REPORT

            ---------------------------------------------------------

                              NAFCO AUTO TRUST - 1

                   For the November 20, 1996 Distribution Date

                     For period beginning on August 1, 1996
                and ending on October 31, 1996 (the "Due Period")

           -----------------------------------------------------------

     The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of August 1, 1994, as amended, by and among Auto
Funding II L.P., as Seller, the Master Administrator, Electronic Data Systems
Corporation, as Servicer and Bankers Trust Company, as Trustee, does hereby
certify as follows:

     1.   Capitalized terms used in this Master Administrator Report and not
          otherwise defined herein shall have the respective meanings set forth
          in the Pooling and Servicing Agreement.

     2.   NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
          Administrator under the Pooling and Servicing Agreement.

     3.   The undersigned is a Officer of the Master Administrator.

     4.   The date of this Report is November 18, 1996.

     5.   Pool Factor.

          (a)  The Pool Factor with respect to 
               July 31, 1996 was....................................0.40292514
                                                                    ----------

          (b)  The Pool Factor with respect to
               October 31, 1996 was................................ 0.33671328
                                                                    ----------

     6.   Investor and Seller Certificate Principal Balance (beginning of Due
          Period).

          (a)  The Investor Certificate Principal Balance as  
               of July 31, 1996 (after giving effect to the 
               disbursements in reduction of principal,  
               if any, on the immediately preceding
               Distribution Date) was.......................... $ 4,125,550.54
                                                                --------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal Balance as
               of July 31, 1996 (after giving effect to the
               disbursements in reduction of principal, if
               any, on the immediately preceding
               Distribution Date) was.......................... $   334,986.32
                                                                --------------

     7.   Computation of the Available Subordination Amount.

          (a)  The Maximum Subordination Amount in respect
               of such Distribution Date is ................... $   831,078.15
                                                                --------------

          (b)  The Cumulative Subordination Payments with
               respect to such Distribution Date is ........... $       -0-
                                                                --------------

          (c)  The Available Subordination Amount with
               respect to such Distribution Date [a - b] is ... $   831,078.15
                                                                --------------

     8.   The Cash Reserve Account.

          (a)  The Required Cash Reserve Amount (assuming
               all withdrawals or deposits to be made with
               respect to the current Distribution Date 
               are made) is ................................... $   206,277.53
                                                                --------------

          (b)  The Available Cash Reserve Amount available
               for deposit to the Collection Account on the
               related Deposit Date (prior to any
               withdrawals or deposits to be made with
               respect to the current Distribution Date 
               are made) is ................................... $   250,377.14
                                                                --------------

          (c)  The amount to be deposited to (withdrawn
               from) the Available Cash Reserve Amount with
               respect to the current Distribution Date
               was............................................. $  (44,099.61)
                                                                --------------

          (d)  The Available Cash Reserve Amount available
               for deposit to the Collection Account on the
               related Deposit Date (after any withdrawals
               or deposits to be made with respect to the
               current Distribution Date are made) is ......... $   206,277.53
                                                                --------------


                                       2
<PAGE>

     9.   Aggregate Monthly Servicing Fee.

          (a)  The aggregate Monthly Servicing Fee paid to
               the Servicer on the August 19, 1996 Monthly
               Fee Date and the September 19, 1996 
               Monthly Fee Date was ........................... $    34,673.39
                                                                --------------

          (b)  The Monthly Servicing Fee owing to the
               Servicer on the related Distribution Date is ... $    10,187.56
                                                                --------------

          (c)  The total Monthly Servicing Fee paid or
               payable to the Servicer in respect
               of such Due Period [a+b] is .................... $   44, 860.95
                                                                --------------

     10.  Aggregate Monthly Subrogation Amount.

          (a)  The aggregate Monthly Subrogation Amount paid
               to the Master Administrator on the August 19,
               1996 Monthly Fee Date and the September 19,
               1995 Monthly Fee Date was....................... $       -0-
                                                                --------------

          (b)  The Monthly Subrogation Amount owing on the
               related Distribution Date is ................... $       -0-
                                                                --------------

          (c)  The total Monthly Subrogation Amount paid or
               payable to the Master Administrator in
               respect of such Due Period [a+b] is ............ $       -0-
                                                                --------------

     11.  Aggregate Monthly Administrator Fee.

          (a)  The aggregate Monthly Administrator Fee paid
               to the Master Administrator on the August 19,
               1996 Monthly Fee Date and the September 19,
               1996 Monthly Fee Date was ...................... $    10,541.12
                                                                --------------

          (b)  The Monthly Administrator Fee owing
               on the related Distribution Date is ............ $     5,937.36
                                                                --------------

          (c)  The total Monthly Administrator Fee paid or
               payable to the Master Administrator
               in respect of such Due Period [a+b] is ......... $    16,478.48
                                                                --------------


                                       3
<PAGE>

     12.  Available Funds.

          (a)  The amount of Available Funds with
               respect to the related Due Period was .......... $   962,761.43
                                                                --------------

          (b)  The amount of Available Funds with respect to
               the immediately preceding Due Period that
               were retained in the Collection Account was..... $    33,971.59
                                                                --------------

          (c)  Interest earned on and retained in the
               Collection Account for the Due Period and
               interest earned on the Cash Reserve Account
               for the Due Period and transferred to the
               Collection Account on the related Deposit 
               Date was ....................................... $    12,540.70
                                                                --------------

          (d)  Total distributable funds with respect to the
               related Due Period [a+b+c] was ................. $ 1,009,273.72
                                                                --------------

          (e)  The amount of Available Funds used to
               purchase additional Auto Loans during
               the related Due Period was ..................... $      - 0 -
                                                                --------------

          (f)  The amount of Available Funds and interest
               earned on the Collection Account and the Cash
               Reserve Account used to pay the Monthly
               Servicing Fee and the Monthly Administrator
               Fee on the August 19, 1996 Monthly Fee Date
               and the September 19, 1996 Monthly Fee 
               Date was ....................................... $    45,214.51
                                                                --------------

          (g)  The amount of Available Funds and interest
               earned on the Collection Account and the Cash
               Reserve Account remaining after the purchase
               of additional Auto Loans and the payment of
               the Monthly Servicing Fee and the Monthly
               Administrator Fee with respect to the
               related Due Period [d-e-f] is .................. $   964,059.21
                                                                --------------


                                       4
<PAGE>

     13.  Disbursements to be made on the related Distribution Date. 
               The Certificate Rate is 8.75%.

          (a)  The amount of the aggregate Monthly Servicing
               Fee to be paid to the Servicer on such
               Distribution Date is ........................... $    10,187.56 
                                                                --------------

          (b)  The amount of the aggregate Monthly
               Subrogation Amount to be paid to the Master
               Administrator on such Distribution Date is ..... $       -0-
                                                                --------------
               
          (c)  The amount of the Monthly Administrator Fee
               to be paid to the Master Administrator on
               such Distribution Date is ...................... $     5,937.36
                                                                --------------

          (d)  The amount of the aggregate distribution to
               be made on such Distribution Date which
               constitutes interest on the Investor
               Certificates at the Certificate Rate,
               including any Shortfall so allocable is ........ $    90,246.42
                                                                --------------

          (e)  The amount of the aggregate distribution to
               be made on such Distribution Date which
               constitutes payments in reduction of
               principal with respect to the Investor
               Certificates is ................................ $   677,943.21
                                                                --------------

          (f)  The total amount of the distribution to be
               made on such Distribution Date to the
               Investor Certificateholders [d+e] is ........... $   768,189.63
                                                                --------------

          (g)  The amount of the aggregate distribution to
               be made on such Distribution Date which
               constitutes interest on the Seller
               Certificate at the Certificate Rate is ......... $     7,327.83
                                                                --------------

          (h)  The amount of the aggregate distribution to
               be made on such Distribution Date which
               constitutes a reduction of principal with
               respect to the Seller Certificate is ........... $    55,047.61
                                                                --------------


                                       5
<PAGE>

          (i)  The amount to be deposited(withdrawn) from
               the Cash Reserve Account is..................... $   (44,099.61)
                                                                --------------

          (j)  The amount to be retained in the Collection
               Account with the respect to the Partial
               Payment Amount is .............................. $    29,482.08
                                                                --------------

          (k)  The amount to be disbursed to the Seller
               Certificateholder (other than the amounts
               referred to in clauses (g) and (h) is .......... $   131,986.75
                                                                --------------

          (l)  The total amount of the distribution to be
               made to the Seller Certificateholders
               [g+h+k] is...................................... $   194,362.19
                                                                --------------

     14.  Investor and Seller Certificate Principal Balance (end of Due Period).

          (a)  The Investor Certificate Principal Balance as
               of October 31, 1996 (after giving effect to
               the disbursements in reduction of principal,
               if any, made on the related Distribution Date) 
               is ............................................. $ 3,447,607.33
                                                                --------------

          (b)  The Seller Certificate Principal Balance as
               of October 31, 1996 (after giving effect to
               the disbursements in reduction of principal,
               if any, on the related Distribution Date) is ... $   279,938.71
                                                                --------------

     15.  Events of Administrator Termination.

          No event has occurred and is continuing which constitutes an Event of
          Administrator Termination or would constitute an Event of
          Administrator Termination but for the requirement that notice be given
          or time elapse or both [except as disclosed on the attached Annex A.]


                                       6
<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 15th day of November 1996.

                                   NYLIFE SFD Holding INC.
                                   as Master Administrator

                                   By:/s/ Scott Drath
                                      ------------------------
                                      Name:  Scott Drath
                                      Title: Vice President


                                       7
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996

                       EVENT OF ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996

     In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:

     1.   Aggregate Principal Balance of the Auto Loans.

          As of October 31, 1996 [the close of business on the last day of the
     Due Period]

             Number of Days      Number of              Aggregate Principal
             Delinquent          Auto Loans             Balance of Auto Loans
             ----------          ----------             ---------------------

             current (0-29)             485                     $ 3,115,581
                30 - 59                  51                         395,840
                60 - 89                  12                          85,486
               90 - 120                   3                          17,501
               over 120                 107                         529,220
                               ------------                   -------------
             Totals:                    658                     $ 4,143,628
                               ============
             Aggregate Principal Balance of Defaulted
               Auto Loans at October 31, 1996                      (416,082)
                                                              -------------
             Aggregate Principal Balance allocable
               to Certificateholders                            $ 3,727,546
                                                              =============


     2.   Total Amounts Collected for the Due Period and Deposited into the
          Collection Account.

          (a)  The total amount of Payments collected on the
               Auto Loans and deposited into the Collection 
               Account for the Due Period was.................. $   784,834.64
                                                                --------------

          (b)  The total amount of Recoveries on Defaulted
               Auto Loans collected on the Auto Loans and
               deposited into the Collection Account for the 
               for the Due Period was ......................... $   182,416.30
                                                                --------------

          (c)  The total amounts collected on the Auto Loans
               and deposited into the Collection Account for
               the Due Period was.............................. $   967,250.94
                                                                --------------


                                       9
<PAGE>

     3.   Defaulted Auto Loans.

          Auto Loans that became Defaulted Auto Loans during the Due Period:

                      Number of                   Aggregate Principal
                      Auto Loans                 Balance of Auto Loans
                      ----------                 ---------------------

                          17                          $152,897.86


     4.   The information specified in item 13(d) through
          (f) stated on the basis of $1,000 Initial
          Principal Amount.

                      The Certificate Rate is 8.75%.

          (a)  The amount of the aggregate distribution to
               be made on such Distribution Date which
               constitutes interest on the Investor
               Certificates at the Certificate Rate,
               including any Shortfall so allocable stated
               on the basis of $1,000 Initial Principal
               Amount is ...................................... $     8.813987
                                                                --------------

          (b)  The amount of the aggregate distribution to
               be made on such Distribution Date which
               constitutes payments in reduction of
               principal with respect to the Investor
               Certificate on the basis of $1,000 Initial 
               Principal Amount is ............................ $    66.211858
                                                                --------------

          (c)  The total amount of the distribution to be
               made on such Distribution Date to the
               Investor Certificateholders on the basis of
               $1,000 Initial Principal Amount is ............. $    75.025845
                                                                --------------


                                       10
<PAGE>

                                 SERVICER REPORT

                              NAFCO AUTO TRUST - 1

- --------------------------------------------------------------------------------

      FOR THE PERIOD BEGINNING NOVEMBER 1, 1996 AND ENDING NOVEMBER 30, 1996

      The undersigned, a duly authorized representative of Electronic Data
Systems Corporation as Servicer (the "Servicer"), pursuant to section 4.19 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of August 1, 1994 by and among NAFCO Auto
Funding, L.P., as Seller, NAFCO Inc., as Master Administrator, the Servicer, and
Bankers Trust Company ,as Trustee, does hereby certify as follows:

1     Capitalized terms used in this Servicer Report (and not otherwise defined
      otherwise defined herein) shall have the respective meanings set forth in
      the Pooling and Servicing Agreement.

2     Electronic Data Systems Corporation is, as the date hereof, the Servicer
      under the Pooling and Servicing Agreement.

3     The undersigned is an Officer of the Servicer.

4     This report is dated 12/12/96

4.1   Principal Reconciliation

<TABLE>
<CAPTION>
                                             Number of Accounts    Aggregate Prin Balance
                                             ------------------    ----------------------
<S>                                                   <C>                  <C>           
Ending Balance 10/31/96 ............                  574                  $3,727,546.04
Redeemed Repos this reporting period                   0                           $0.00
Repurchase .........................                                               $0.00
Principal Payments .................                                        ($107,021.85)
Prepayment of Principal ............                  -19                    ($96,949.91)
Forced Closed / Charge Off .........                                             ($27.94)
Insurance Proceeds .................                                          ($5,765.96)
Net Aggregate Principal Balance of                                         
   Defaulted Auto Loans during 11/96                  -4                     ($26,974.01)
                                             ==================    ======================
                                                                           
Ending Balance 11/30/96 ............                  551                  $3,490,806.37
</TABLE>

4.12  Defaulted Principal Reconciliation

<TABLE>
<CAPTION>
                                             Number of Accounts    Aggregate Prin Balance
                                             ------------------    ----------------------
<S>                                                    <C>                    <C>        
Ending Balance 10/31/96                                84                     $416,081.96
New Repossessions                                      4                       $26,974.01
New Skips                                              0                            $0.00
New Gaps                                               0                            $0.00
Repos Redeemed During Reporting Period                 0                            $0.00
Recoveries on Defaulted Auto Loans                     0                 )     ($2,940.93
Charge Off / Forced Close                              -2                )     ($3,786.63
New Repo Prev Reported as Skip                         0                            $0.00
                                             ==================    ======================
Ending Balance 11/30/96                               86                      $436,328.41
</TABLE>

     Nafco Trust 1 11/96


                                     Page 1

<PAGE>

5     Aggregate Principal Balance of the Auto Loans

      a. As of 10/31/96

      Number of Days             Number of        Aggregate Principal Balance
        Delinquent              Auto Loans              of Auto Loans
      ---------------          -------------      ---------------------------
      current (0 - 29)              485                         $3,115,580.88
           30-59                     51                           $395,839.77
           60-89                     12                            $85,486.29
           90-119                     3                            $17,500.81
          over l20                  107                           $529,220.25
                               -------------      ---------------------------
          Totals:                   658                         $4,143,628.00 **

      Aggregate Outstanding Principal Balance
      of Defaulted Auto Loans as of 10/31/96                     ($416,081.96)
                                                     ========================

      Aggregate Principal Pool Balance as of 10/31/96
      (Net of Defaulted Auto Loans)                             $3,727,546.04
                                                     ========================

    b.   As of 11/30/96

      Number of Days             Number of        Aggregate Principal Balance
        Delinquent              Auto Loans              of Auto Loans
      ---------------          -------------      ---------------------------
      current (0 - 29)              464                        $2.91 5,470.34
         30 - 59                     49                           $359,850.93
         60 - 89                     13                            $76,502.57
         90-119                       3                            $35,361.98
        over 120                    108                           $539,948.96
                               -------------      ---------------------------
                                                               
         Totals:                    637                         $3,927,134.78
                                                      
        Aggregate Outstanding Principal Balance
        of Defaulted Auto Loans as of 11/30/96                   ($436,328.41)
                                                     ------------------------

        Aggregate Principal Pool Balance as of 
        11/30/96 (Net of Defaulted Auto Loans)                  $3,490,806.37
                                                     ========================

** The Aggregate Principal Balance shown in the above tables includes the
   Aggregate Outstanding Principal Balance of Defaulted Auto Loans.

Nafco Trust 1 11/96 


                                     Page 2

<PAGE>

6.    Defaulted Auto Loans

      a. Auto Loans that became Defaulted Auto Loans during the Reporting
         Period.

         Number of                                   Aggregate Principal Balance
        Auto Loans                                          of Auto Loans
      --------------                                 ---------------------------
           4            repossessions                                 $26,974.01
           0            skip claims filed                                  $0.00
           0            gap claims filed                                   $0.00
           0            less: repos redeemed                               $0.00
           0            prev rptd skip now repo                            $0.00
           O            repurchase                                         $0.00
      ==============                                 ===========================

           4                     Totals                               $26,974.01

      b. Outstanding Defaulted Auto Loans as of 11/30/96

         Number of                                   Aggregate Principal Balance
        Auto Loans                                          of Auto Loans
      --------------                                 ---------------------------
           65           repossessions                                $304,790.34
           10           skip claims filed                            $101,140.99
            7           gap claims filed                               $2,997.77
            4           Repo Redeemed                                 $27,399.31
                        from prior reporting period
      ==============                                 ===========================
           86                     Totals                             $436,328.41

7.    Auto Loans with Modified Payment Schedules

      Auto Loans that have had their payment schedules modified in accordance
      with the provisions of Section 4.04 (e) of the Pooling and Servicing
      Agreement during the Reporting Period

         Number of          Aggregate Principal
        Auto Loans          Balance of Auto Loans    Description of Modification
      --------------       -----------------------   ---------------------------
              2                        $18,277.91       Term Extended 1 Month

Nafco Trust 1 11/96


                                     Page 3

<PAGE>

8.    Repurchased Auto Loans

      Information with respect to Repurchased Auto Loans during the Reporting
      Period.

                       Number of        Aggregate Principal       Aggregate 
      Party            Auto Loans      Balance of Auto Loans   Repurchase Price
      -----            ----------      ---------------------   -----------------
      Seller              N/A
      Originator          N/A
      Master Servicer     N/A                          
                       ==========      =====================   =================
      Totals:             0                            $0.00               $0.00
     
9.    Recoveries

      Information with respect to Recoveries on Defaulted Auto Loans during the
      Reporting Period.

       Number of Defaulted
      Auto Loans on which                                    Aggregate Amount of
      there were Recoveries       Source of Recoveries           Recoveries
      ---------------------       --------------------       -------------------
                 0                 Proceeds from                          $0.00
                                   sale of collateral

                n/a                 Proceeds from                     $4,637.76
                                   insurance claims

                n/a                  Paid Ahead                      ($1,131.55)

                n/a              Payments/ (Reversals                 $2,870.16

                 0                  Proceeds from                         $0.00
                                     Repurchase
      =====================                                  ===================
                 0                                                    $6,376.37

10.   Repossession Information

                     Number of       Aggregate Principal            Aggregate
     Action          Auto Loans     Balance of Auto Loans        Amount Realized
- -----------------    ----------     ---------------------        ---------------
Repossession             4                     $26,974.01

Disposed of after
Repossession             0                                                 $0.00

Repossessions
Redeemed                 1                     $13,192.65    
                     ==========     =====================        ===============
Totals:                  5                     $40,166.66                  $0.00

Nafco Trust 1 11/96


                                     Page 4

<PAGE>

11.   Losses

      a.    The aggregate outstanding Principal Balance of
            Auto Loans written-off during the Reporting
            Period was [includes $27.94 in force close]............    $3,814.57
                                                                   -------------
      b.    The aggregate amount of uninsured claims
            (without duplication to amounts referred to in
            clause a) during the Reporting Period was .............   N/A
                                                                   -------------

      C.    The total amount of the losses on the Auto Loans
            during the Reporting Period was .......................    $3,814.57
                                                                   -------------
12.   Total Amount of Payments Collected during the
      Reporting Period and Deposited into the Collection
      Account

      a.    The aggregate portion of Payments collected on
            the Auto Loans allocable to Scheduled Payments
            in Respect of interest on the Auto Loans during
            the Reporting Period was ..............................   $53,830.47
                                                                   -------------
      b.    The aggregate portion of Payments collected on
            the Auto Loans allocable to Scheduled Payments
            in Respect of Principal on the Auto Loans during
            the Auto Loans during the Reporting Period was ........  $107,021.85
                                                                   -------------
      c.    The aggregate portion of Payments collected on
            the Auto Loans allocable to Prepayments during
            the Reporting Period was ..............................  $101,474.93
            [prin. $96949.91 int. $4525.02]                        -------------
            
      d.    Insurance Proceeds received on Active Auto Loans ......    $6.234.33
            [prin. $5765.96 int. $488.37]                          -------------
            
      e.    The aggregate portion of Payments collected on
            the Auto Loans allocable to Defaulted Auto Loan
            proceeds during the Reporting Period     
            [prin. $2940.93 int. $3,435.44] was .............          $8,376.37
                                                                   -------------

      f.    The total amount of Payments collected on the
            Auto Loans and the total deposited into the
            Collection Account during the Reporting Period was .... $274,,937.95
            (sum of a+b+c+d+e)                                     -------------

      g.    Total Late Charges Received ...........................    $2,814.73
                                                                   -------------

      h.    Excess Funds Recd. on Prev Paid Off Accounts ..........       $10.67
            108902119905020007 $-341.60 108901119906030608         -------------
            $180.00 108901119906020215 $162.27

      i.    Extension Fee on Precomputed Loans ....................      $110.11
                                                                   -------------

      j.    Total Cash Received ...................................  $277,873.46
                                                                   -------------

Nafco Trust 1 11/96


                           Page 5

<PAGE>

13.   Amount and Computation of Monthly Servicing Fee.

      a.    The Reimbursable Servicer Expenses with respect
            to the calendar month immediately preceding the
            date of this Servicer Report was ......................    $3,098.44
                                                                   -------------
      b.    The Servicer Penalty Payments with respect to
            the period from and including the calendar month
            immediately preceding the date of this Servicer
            Report was ............................................    $1.407.37
                                                                   -------------
      c.    The Servicer Variable Amount with respect to the
            calendar month immediately preceding the date of
            this Servicer Report was ..............................    $1,690.88
                                                                   -------------
      d.    The Monthly Servicing Fee owing to the Master
            Servicer with respect to the calendar month
            immediately preceding the date of this Servicer
            Report is [0.15% x the Aggregate Principal
            Balance of the Auto Loans at the end of the
            immediately preceding calendar month] .................    $5,890.70
                                                                   -------------
      e.    The Monthly Servicing Fee, if any, owing with
            respect to calendar months prior to the
            immediately preceding calendar month is ...............        $0.00
                                                                   -------------
      f.    The total amount owing to the Master Servicer on
            the next following Monthly Fee Date is ................   $12,087.39
                                                                   -------------
Nafco Trust 1 11/96


                           Page 6

<PAGE>

4.    Events of Servicing Termination

      No event has occurred and is continuing which constitutes an Event of
      Servicing Termination or would constitute an Event of Servicing
      Termination but for the requirement that notice be given or time elapse or
      both [except as disclosed on the attached Annex A].

15.   Attached Schedules

      Reference is made to the attached schedules that detail Insurance Claims
      filed and loan balance reports that detail monthly amortization of
      unearned interest on Actuarial and Precomputed loans and earned interest
      and interest accruals on Simple interest loans.

To the best of our knowledge all information contained on this Servicer Report
and the attached schedules is accurate. 

In Witness Whereof, the undersigned has duly executed and delivered this
certificate this day, December 12, 1996.


                                       Electronic Data Systems Corporation 
                                       as Servicer


                                       By: /s/ Joanne M. McGrath
                                           ------------------------------------
                                       Joanne McGrath, Senior Manager
                                       Electronic Data Systems Corporation, CAMD

Nafco Trust 1 11/96 


                                     Page 7

<PAGE>


                                 SERVICER REPORT
                                        
                              NAFCO AUTO TRUST - 1

- --------------------------------------------------------------------------------

      FOR THE PERIOD BEGINNING DECEMBER 1, 1996 AND ENDING DECEMBER 31, 1996



      The undersigned, a duly authorized representative of Electronic Data
Systems Corporation as Servicer (the "Servicer"), pursuant to section 4.19 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of August 1, 1994 by and among NAFCO Auto
Funding, L.P., as Seller, NAFCO Inc., as Master Administrator, the Servicer, and
Bankers Trust Company, as Trustee, does hereby certify as follows:


1    Capitalized terms used in this Servicer Report (and not otherwise defined
     otherwise defined herein) shall have the respective meanings set forth in
     the Pooling and Servicing Agreement.

2    Electronic Data Systems Corporation is, as the date hereof, the Servicer
     under the Pooling and Servicing Agreement.

3    The undersigned is an Officer of the Servicer.

4    This report is dated 1/10/97

4.1  Principal Reconciliation

                                                Number of   Aggregate Prin
                                                Accounts       Balance
                                                --------       -------
                                                                         
     Ending Balance 11/30/96                         551    $3,490,806.37
                                                                         
     Redeemed Repos this reporting period              0    $        0.00
                                                                         
     Loan Transferred to Trust 5                       0    $        0.00
                                                                         
     Principal Payments                                     $ (101,135.28)
                                                                         
     Prepayment of Principal                         -14    $  (49,011.80)
                                                                         
     Forced Closed / Charge Off                             $      (24.65)
                                                                         
     Insurance Proceeds                                     $        0.00
                                                                         
     Net Aggregate Principal Balance of                                  
       Defaulted Auto Loans during 12/96              -4    $  (37,032.53)
                                                                         
     Ending Balance 12/31/96                         533    $3,303,602.11
                                                ========    =============


4.12 Defaulted Principal Reconciliation

                                                Number of   Aggregate Prin
                                                Accounts       Balance
                                                --------       -------
                                                                         
     Ending Balance 11/30/96                          86    $  436,328.41
                                                                         
     New Repossessions                                 4    $   37,032.53
                                                                         
     New Skips                                         0    $        0.00
                                                                         
     New Gaps                                          0    $        0.00
                                                                         
     Repos Redeemed During Reporting Period            0    $        0.00
                                                                         
     Loan Transferred to Trust 5                      -1    $   (6,950.67)
                                                                         
     Recoveries on Defaulted Auto Loans               -2    $  (30,949.58)
                                                                         
     Charge Off / Forced Close                        -3    $   (2,286.38)
                                                                         
     New Repo Prev Reported as Skip                    0    $        0.00
                                                ========    =============
     Ending Balance 12/31/96                          84    $  433,174.31


Nafco Trust 1 11/96

                                     Page 1
<PAGE>

5    Aggregate Principal Balance of the Auto Loans

     a.   As of 11/30/96

       Number of Days           Number of      Aggregate Principal
         Delinquent             Auto Loans    Balance of Auto Loans
         ----------             ----------    ---------------------
                                       
      current (0 - 29)             464            $2,915,470.34
           30-59                    49            $  359,850.93
           60-89                    13            $   76,502.57
           90-119                    3            $   35,361.98
          over 120                 108            $  539,948.96
                                ------            -------------
          Totals:                  637            $3,927,134.78

     Aggregate Outstanding Principal Balance                   
     of Defaulted Auto Loans as of 11/30/96       $ (436,328.41)
                                                  -------------
                                                               
     Aggregate Principal Pool Balance as of                    
     11/30/96 (Net of Defaulted Auto Loans)       $3,490,806.37
                                                  =============

     b.   As of l2/31/96

       Number of Days           Number of      Aggregate Principal
         Delinquent             Auto Loans    Balance of Auto Loans
         ----------             ----------    ---------------------
                                       
      current (0 - 29)             436            $2,695,024.95
           30-59                    51            $  353,451.60
           60-89                    16            $  102,860.68
           90-119                   11            $   49,943.72
          over 120                 103            $  535,495.47
                                ------            -------------
          Totals:                  617            $3,736,776.42**

     Aggregate Outstanding Principal Balance                   
     of Defaulted Auto Loans as of 12/31/96       $ (433,174.31)
                                                  -------------
                                                               
     Aggregate Principal Pool Balance as of                    
     12/31/96 (Net of Defaulted Auto Loans)       $3,303,602.11
                                                  =============


**   The Aggregate Principal Balance shown in the above tables includes the
     Aggregate Outstanding Principal Balance of Defaulted Auto Loans.


Nafco Trust 1 11/96

                                     Page 2
<PAGE>

6.    Defaulted Auto Loans

   a. Auto Loans that became Defaulted Auto Loans during the Reporting Period.

            Number of                                   Aggregate Principal
            Auto Loans                                 Balance of Auto Loans
            ----------                                 ---------------------
                4       repossessions                             $37,032.53
                0       skip claims filed                              $0.00
                0       gap claims filed                               $0.00
                0       less: repos redeemed                           $0.00
                0       prev rptd skip now repo                        $0.00
                0       repurchase                                     $0.00
            ==========                                 =====================
                4               Totals                            $37,032.53
                
   b. Outstanding Defaulted Auto Loans as of 12/31/96

            Number of                                   Aggregate Principal
            Auto Loans                                 Balance of Auto Loans
            ----------                                 ---------------------
               64       repossessions                            $302,343.42
               10       skip claims filed                        $101,140.99
                6       gap claims filed                           $2,564.91
                4       Repo Redeemed                             $27,124.99
                        from prior reporting period            
            ==========                                 =====================
               84               Totals                           $433,174.31

7.    Auto Loans with Modified Payment Schedules

      Auto Loans that have had their payment schedules modified in accordance
      with the provisions of Section 4.04(e) of the Pooling and Servicing
      Agreement during the Reporting Period

                               Aggregate Principal
            Number of            Balance of Auto            Description of
            Auto Loans               Loans                   Modification
            ----------         -------------------       ---------------------
                0                            $0.00       Term Extended 1 Month


                                     Page 3
<PAGE>

8.    Repurchased Auto Loans

      Information with respect to Repurchased Auto Loans during the Reporting
      Period.

                       Number of     Aggregate Principal    Aggregate Repurchase
           Party       Auto Loans   Balance of Auto Loans         Price
      ---------------  ----------   ---------------------   --------------------
      Seller              N/A
      
      Originator          N/A
      
      Master Servicer     N/A           
                       ==========   =====================   ====================
      Totals               0                       $0.00                  $0.00
      
9.    Recoveries

      Information with respect to Recoveries on Defaulted Auto Loans during the
      Reporting Period.

        Number of
      Defaulted Auto
      Loans on which
        there were                                       Aggregate Amount of
        Recoveries        Source of Recoveries               Recoveries
      --------------      --------------------           -------------------
            6                Proceeds from                       $21,700.00
                           sale of collateral

           n/a               Proceeds from                        $9,574.25
                            insurance claims

           n/a                Paid Ahead                             $82.16

           n/a             Payments/(Reversals                    $1,065.41

            0                Proceeds from                            $0.00
                              Repurchase
      ==============                                     ===================
            6                                                    $32,421.82

10.   Repossession Information

                       Number of     Aggregate Principal      Aggregate Amount
          Action       Auto Loans   Balance of Auto Loans        Realized
      ---------------  ----------   ---------------------     ----------------
      Repossession         4                  $37,032.53

      Disposed of after
      Repossession         6                                       $21,700.00

      Repossessions
      Redeemed             0                       $0.00
                       ==========   =====================     ================
      Totals:             10                  $37,032.53           $21,700.00


                                     Page 4
<PAGE>

11.   Losses

   a. The aggregate outstanding Principal Balance of Auto
      Loans written-off during the Reporting Period
      was..(Includes $24.65 In force close) .................. $      $2,311.03
                                                                ---------------

   b. The aggregate amount of uninsured claims (without
      duplication to amounts referred to in clause a) during
      the Reporting Period was ............................... $       N/A
                                                                ---------------

   c. The total amount of the losses on the Auto Loans
      during the Reporting Period was ........................ $      $2,311.03
                                                                ---------------

12.   Total Amount of Payments Collected during the Reporting 
      Period and Deposited into the Collection Account

   a. The aggregate portion of Payments collected on the
      Auto Loans allocable to Scheduled Payments* in Respect
      of Interest on the Auto Loans during the Reporting
      Period was ............................................. $     $49,485.88
                                                                ---------------
                                                                   
   b. The aggregate portion of Payments collected on the           
      Auto Loans allocable to Scheduled Payments in Respect        
      of Principal on the Auto Loans during the Auto Loans         
      during the Reporting Period was ........................ $    $101,135.28
                                                                ---------------
                                                                   
   c. The aggregate portion of Payments collected on the           
      Auto Loans allocable to Prepayments* during the              
      Reporting Period was ................................... $     $50,846.34
      (prin. $49,011.80 int. $1,834.54)                         ---------------
                                                                   
   d. Insurance Proceeds received on Active Auto Loans ....... $          $0.00
      (prin. $0.00 int. $0.00)                                  ---------------
                                                                   
   e. The aggregate portion of Payments collected on the           
      Auto Loans allocable to Defaulted Auto Loan proceeds        
      during the Reporting Period was ........................ $     $32,421.82
      (prin. $30,949.58 int. $1,472.24)                         ---------------

   f. The total amount of Payments collected on the Auto
      Loans and the total deposited into the Collection
      Account during the Reporting Period (sum of a+b+c+d+e)
      was .................................................... $    $233,889.32
                                                                ---------------

   g. Total Late Charges Collected ........................... $      $2,868.03
                                                                ---------------

   h. Excess Funds Recd. on Prev Paid Off Accounts ........... $        $225.99
       108903119905030091 ($44.31)                              ---------------
       108003110305001293 $270.00

   i. Extension Fee on Precomputed Loans ..................... $         $54.02
                                                                ---------------

   j. Total Cash Received .................................... $    $237,037.36
                                                                ---------------


                           Page 5
<PAGE>

13.   Amount and Computation of Monthly Servicing Fee.

   a. The Reimbursable Servicer Expenses with respect to the
      calendar month immediately preceding the date of this
      Servicer Report was .................................... $      $3,600.00
                                                                ---------------

   b. The Servicer Penalty Payments with respect to the
      period from and including the calendar month
      immediately preceding the date of this Servicer Report
      was .................................................... $      $1,434.02
                                                                ---------------

   c. The Servicer Variable Amount with respect to the
      calendar month immediately preceding the date of this
      Servicer Report was .................................... $      $1,340.12
                                                                ---------------

   d. The Monthly Servicing Fee owing to the Master Servicer
      with respect to the calendar month immediately
      preceding the date of this Servicer Report is (0.15% x
      the Aggregate Principal Balance of the Auto Loans at
      the end of the immediately preceding calendar month) ... $      $5,605.16
                                                                ---------------

   e. The Monthly Servicing Fee, if any, owing with respect
      to calendar months prior to the immediately preceding
      calendar month is ...................................... $          $0.00
                                                                ---------------

   f. The total amount owing to the Master Servicer on the
      next following Monthly Fee Date is ..................... $     $11,979.30
                                                                ---------------


                           Page 6
<PAGE>

14.   Events of Servicing Termination

      No event has occurred and is continuing which constitutes an Event of
      Servicing Termination or would constitute an Event of Servicing
      Termination but for the requirement that notice be given or time elapse or
      both (except as disclosed on the attached Annex A).

15.   Attached Schedules

      Reference is made to the attached schedules that detail Insurance Claims
      filed and loan balance reports that detail monthly amortization of
      unearned interest on Actuarial and Precomputed loans and earned interest
      and interest accruals on Simple interest loans.

To the best of our knowledge all information contained on this Servicer Report
and the attached schedules is accurate. 

In Witness Whereof, the undersigned has duly executed and delivered this
certificate this day, January 10, 1997.


                                       Electronic Data Systems Corporation
                                       as Servicer


                                       By: /s/ Joanne M. McGrath
                                           -------------------------------------
                                       Joanne McGrath, Senior Manager
                                       Electronic Data Systems Corporation, CAMD


                                     Page 7



                           MASTER ADMINISTRATOR REPORT

            ---------------------------------------------------------

                              NAFCO AUTO TRUST - 2

                   For the November 20, 1996 Distribution Date

                   For the period beginning on October 1, 1996
                and ending on October 31, 1996 (the "Due Period")

           -----------------------------------------------------------

     The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of June 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, Electronic Data Systems Corporation,
as Servicer and Bankers Trust Company, as Trustee, does hereby certify as
follows:

     1.   Capitalized terms used in this Master Administrator Report and not
          otherwise defined herein shall have the respective meanings set forth
          in the Pooling and Servicing Agreement.

     2.   NAFCO Inc. is, as of the date hereof, the Master Administrator under
          the Pooling and Servicing Agreement.

     3.   The undersigned is an Officer of the Master Administrator.

     4.   The date of this Report is November 15, 1996.

     5.   Pool Factor.

          (a)  The Pool Factor with respect to 
               October 1, 1996 was.................................  .60406362
                                                                    ----------

          (b)  The Pool Factor with respect to
               October 31, 1996 was ...............................  .57184784
                                                                    ----------

     6.   Investor and Seller Certificate Principal Balance (beginning of 
          Due Period).

          (a)  The Investor Certificate Principal Balance as
               of October 1, 1996 (after giving effect to
               the disbursements in reduction of principal,
               if any, on the immediately preceding 
               Distribution Date) was......................... $ 22,472,978.90
                                                               ---------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal Balance
               as of October 1, 1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was............... $  2,496,997.66
                                                               ---------------

     7.   Occurrence of a Required Reserve Event

          (a)  The Delinquency Ratio is.......................           2.92% 
                                                               ---------------

          (b)  The Three Month Delinquency Ratio is...........           2.48%
                                                               ---------------

          (c)  The Gross Loss Ratio is........................          23.34%
                                                               ---------------

          (d)  The Three Month Gross Loss Ratio is............          20.35%
                                                               ---------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner is(*)..          19.28%
                                                               ---------------

          (f)  A Reserve Requirement Event has occurred
               and is continuing.

          (g)  The Required Reserve Percentage is.............          10.00%
                                                               ---------------

(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $50,793.32 of claims which are currently in dispute. Such disputed
claims represent 2.6% of all eligible claims.

     8.   Aggregate Monthly Servicing Fee.

          (a)  The Monthly Servicing Fee owing to the
               Servicer on the related Distribution Date is .. $     83,097.58
                                                               ---------------

          (b)  The amount of accrued and unpaid Monthly
               Servicing Fees in respect of prior Due
               Periods is .................................... $       -0-
                                                               ---------------

          (c)  The total Monthly Servicing Fee paid or
               payable to the Servicer in respect
               of such Due Period [a+b] is.................... $     83,097.58
                                                               ---------------

     9.   Aggregate Monthly Subrogation Amount.

          (a)  The Monthly Subrogation Amount owing on
               the related Distribution Date is............... $       -0-
                                                               ---------------


                                       2
<PAGE>

          (b)  The amount of accrued and unpaid Monthly
               Subrogation Amount in respect of prior 
               Due Periods is ................................ $       -0-
                                                               ---------------

          (c)  The total Monthly Subrogation Amount
               paid or payable to the Master
               Administrator in respect of such Due 
               Period [a+b] is ..............................  $       -0-
                                                               ---------------

     10.  Aggregate Monthly Administrator Fee.

          (a)  The Monthly Administrator Fee owing
               on the related Distribution Date is ........... $     28,594.42
                                                               ---------------

          (b)  The amount of accrued and unpaid Monthly
               Administrator Fees in respect of prior Due 
               Periods is..................................... $       -0-
                                                               ---------------

          (c)  The total Monthly Administrator Fee paid
               or payable to the Master Administrator
               in respect of such Due Period [a+b] is ........ $     28,594.42
                                                               ---------------

     11.  The Cash Reserve Account.

          (a)  The Insurance Reserve Amount/The
               Insurance Deductible

               (i)   The Insurance Reserve Amount as
                     of the first day of the Due Period....... $    576,988.09
                                                               ---------------

               (ii)  The aggregate amount to be
                     withdrawn from the Insurance
                     Reserve Amount, deposited into the
                     Collection Account and applied
                     against the aggregate amount of the 
                     Insurance Deductible..................... $     81,923.45
                                                               ---------------

               (iii) The aggregate amount of Monthly
                     Subrogation Amount to be deposited
                     into the Insurance Reserve Amount
                     on the related Deposit Date.............. $     - 0 -
                                                               ---------------

               (iv)  The Insurance Reserve Amount as of
                     the end of the Due Period is............. $    495,064.64
                                                               ---------------

          (b)  The Available Cash Reserve Amount

               (i)   The Required Cash Reserve Amount
                     (assuming all withdrawals or
                     deposits to be made with respect to
                     the current Distribution Date are 
                     made) is................................. $  2,247,297.89
                                                               ---------------


                                       3
<PAGE>

               (ii)  The Available Cash Reserve Amount
                     available for deposit to the
                     Collection Account on the related
                     Deposit Date (prior to any
                     withdrawals or deposits to be made
                     with respect to the current
                     Distribution Date are made) is........... $  2,370,854.73
                                                               ---------------

               (iii) The amount to be deposited to
                     (withdrawn from) the Available Cash
                     Reserve Amount with respect to the
                     current Distribution Date is............. $   (123,556.84)
                                                               ---------------

               (iv)  The Available Cash Reserve Amount
                     available for deposit to the
                     Collection Account on the related
                     Deposit Date (after any withdrawals
                     or deposits to be made with respect
                     to the current Distribution Date
                     are made) is............................. $  2,247,297.89
                                                               ---------------

          (c)  The total Cash Reserve Account as of the
               end of the Due Period (after giving
               effect to the deposits and withdrawals
               in (a) and (b) above) is....................... $  2,742,362.53
                                                               ---------------

     12.  Available Funds.

          (a)  The amount of Available Funds with
               respect to the related Due Period was.......... $  1,514,736.64
                                                               ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding Due
               Period that were retained in the
               Collection Account was......................... $    116,070.25
                                                               ---------------

          (c)  Interest earned on and retained in the
               Collection Account for the Due Period
               and interest earned on the Cash Reserve
               Account and transferred to the
               Collection Account for the Due Period on
               the related Deposit Date was .................. $     20,699.37
                                                               ---------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was ......... $  1,651,506.26
                                                               ---------------

          (e)  The amount of Available Funds used to
               purchase additional Auto Loans during
               the related Due Period was .................... $       -0-
                                                               ---------------


                                       4
<PAGE>

          (f)  The amount of Available Funds and
               interest earned on the Collection
               Account remaining after the purchase of
               additional Auto Loans with respect
               to the related Due Period [d-e] is ............ $  1,651,506.26
                                                               ---------------

     13.  Disbursements to be made on the related Distribution Date.
               The Certificate Rate is 7.00%.

          (a)  The amount of the aggregate Monthly
               Servicing Fee to be paid to the Servicer
               on such Distribution Date is................... $     83,097.58
                                                               ---------------

          (b)  The amount of the aggregate Monthly
               Subrogation Amount to be paid to the
               Master Administrator on such
               Distribution date is........................... $       -0-
                                                               ---------------

          (c)  The amount of the Monthly Administrator
               Fee to be paid to the Master
               Administrator on such Distribution Date is..... $     28,594.42
                                                               ---------------

          (d)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the
               Investor Certificates at the Certificate
               Rate, including any Shortfall so allocable is.. $    131,092.38
                                                               ---------------

          (e)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in reduction
               of principal with respect to the Investor
               Certificates is ............................... $  1,198,523.83
                                                               ---------------

          (f)  The total amount of the distribution to
               be made on such Distribution Date
               to the Investor Certificateholders [d+e] is ... $  1,329,616.21
                                                               ---------------

          (g)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Seller
               Certificate at the Certificate Rate is ........ $     14,565.82
                                                               ---------------

          (h)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes a reduction of
               principal with respect to the Seller 
               Certificate is ................................ $    133,169.32
                                                               ---------------

          (i)  The amount to be deposited (withdrawn)
               to the Cash Reserve Account is................. $   (123,556.84)
                                                               ---------------


                                       5
<PAGE>

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is ................. $    107,251.09
                                                               ---------------

          (k)  The amount to be disbursed to the Seller
               Certificateholder (other than the
               amounts referred to in (g) and (h)) is ........ $     78,768.66
                                                               ---------------

          (l)  The total amount of the distribution to
               be made to the Seller Certificateholders 
               [g+h+k] is .................................... $    226,503.80
                                                               ---------------

     14.  Investor and Seller Certificate Principal Balance (end of Due Period).

          (a)  The Investor Certificate Principal
               Balance as of October 31, 1996 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               immediately preceding Distribution Date) was... $ 21,274,455.07
                                                               ---------------

          (b)  The Seller Certificate Principal Balance
               as of October 31,1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the related 
               Distribution Date) was......................... $  2,363,828.34
                                                               ---------------

     15.  Events of Administrator Termination.

          No event has occurred and is continuing which constitutes an
          Event of Administrator Termination or would constitute an
          Event of Administrator Termination but for the requirement
          that notice be given or time elapse or both [except as
          disclosed on the attached Annex A].


                                       6
<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 15th day of November 1996.

                                      NYLIFE SFD Holding INC.

                                        as Master Administrator

                                      By:/s/ Scott Drath
                                         -----------------------------
                                         Name:  Scott Drath
                                         Title:    Vice President


                                       7
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996

                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996

     In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:

     1.   Aggregate Principal Balance of the Auto Loans.

          As of October 31, 1996 [the close of business on the last day of the
     Due Period]

             Number of Days             Number of           Aggregate Principal
               Delinquent               Auto Loans         Balance of Auto Loans
               ----------               ----------         ---------------------

             current (0-29)                    1,973              $ 19,633,775
                30 - 59                          221                 2,349,519
                60 - 89                           87                   952,330
                90 - 120                          52                   591,360
                over 120                         406                 3,296,989
                                      --------------             -------------
             Totals:                           2,739              $ 26,823,973
                                      ==============

             Aggregate Principal Balance of Defaulted
              Auto Loans at October 31, 1996                        (3,185,690)
                                                                --------------
             Aggregate Principal Balance allocable
               to Certificateholders                              $ 23,638,283
                                                                ==============

     2.   Total Amounts Collected during the Due Period and Deposited into the
          Collection Account.

          (a)  The total amount of Payments collected
               on the Auto Loans and deposited into the
               Collection Account for the Due Period was...... $  1,231,536.41
                                                               ---------------

          (b)  The total amount of Recoveries on
               Defaulted Auto Loans collected on the
               Auto Loans and deposited into the
               Collection Account for the Due Period was  .... $    210,095.94
                                                               ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]........... $  1,441,632.35
                                                               ---------------


                                       9
<PAGE>

     3.   Defaulted Auto Loans.

          Auto Loans that became Defaulted Auto Loans during the Due Period:

                      Number of                  Aggregate Principal
                      Auto Loans                Balance of Auto Loans
                      ----------                ---------------------

                         44                         $525,255.88

     4.   The information specified in item 13(d) through (f) stated 
          on the basis of $1,000 Initial Principal Amount.
               The Certificate Rate is 7%.

          (a)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the
               Investor Certificates at the Certificate
               Rate, including any Shortfall so
               allocable stated on the basis of
               $1,000 Initial Principal Amount is ............ $      3.523704
                                                               ---------------

          (b)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in reduction
               of principal with respect to the
               Investor Certificate on the basis of $1,000 
               Initial Principal Amount is ................... $     32.215784
                                                               ---------------

          (c)  The total amount of the distribution to
               be made on such Distribution Date to the
               Investor Certificateholders on the basis
               of $1,000 Initial Principal Amount is ......... $     35.739488
                                                               ---------------


                                       10
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996

     Calculation of Required Cash Reserve Amount as of the November 20, 1996
Distribution Date.

         (i)   The Investor Certificate Principal Balance equals $22,472,978.90.

         (ii)  Required Reserve Percentage equals 10%.

         (iii) The Required Cash Reserve Amount equals (the product of (i) and
               (ii)) $2,247,297.89

     For purposes of this Annex C, the following term shall have the following
meaning:

"Required Reserve Percentage" means:

          (a)  for any Payment Date on which there is not an uncured Reserve
               Requirement Event, 5%;

          (b)  if the Three-Month Delinquency Ratio for any Due Period exceeds
               4% (a "Three Month Delinquency Test"), the Required Reserve
               Percentage on each succeeding Payment Date shall be 10%;
               provided, however, that if, for any Due Period following the
               third Due Period following the occurrence of a Three Month
               Delinquency Test, the Three Month Delinquency Ratio is less than
               4% (a "Three Month Delinquency Cure"), the provisions of this
               clause (b) shall no longer apply until another Three Month
               Delinquency Test occurs:

          (c)  if the Delinquency Ratio for any Due Period exceeds 6% (a
               "Delinquency Test"), the Required Reserve Percentage on each
               succeeding Payment Date shall be 10%; provided, however, that if,
               for any Due Period following the third Due Period following the
               occurrence of the less than 6% (a "Delinquency Cure"), the
               provisions of this clause (c) shall no longer apply until another
               Delinquency Test occurs;

          (d)  if the Gross Loss Ratio for any Due Period exceeds 18% (a "Loss
               Test"), the Required Reserve Percentage on each succeeding
               Payment Date shall be 10%; provided, however, that if, for any
               Due Period following the third Due Period following the
               occurrence of the Loss Test, the Three Month Gross Ratio is less
               than 18% (a "Loss Cure"), the provisions of this clause (d) shall
               no longer apply until another Test occurs;


                                       11

<PAGE>

          (e)  if the Three-Month Gross Loss Ratio for any Due Period exceeds
               14.5% (a "Three Month Loss Test"), the Required Reserve
               Percentage on each succeeding Payment Date shall be 10%; provided
               however, that if, for any Due Period following the occurrence of
               a Three Month Loss Test, the Three Month Gross Loss Ratio is less
               than 14.5% (a "Three Month Loss Cure"), the provisions of this
               clause (e) shall no longer apply until another Three Month Loss
               Test occurs; and

          (f)  if 20% of more of eligible claims of the Auto Loans Protection
               Policy are not paid by the Insurance Companies within the time
               specified therein, the Required Reserve Percentage on each
               succeeding Payment Date shall be 10% as of the close of business
               on the last day of the preceding Due Period.


                                       12
<PAGE>


                           MASTER ADMINISTRATOR REPORT

            ---------------------------------------------------------

                              NAFCO AUTO TRUST - 2

                   For the December 20, 1996 Distribution Date

                  For the period beginning on November 1, 1996
               and ending on November 30, 1996 (the "Due Period")

           -----------------------------------------------------------

     The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of June 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, Electronic Data Systems Corporation,
as Servicer and Bankers Trust Company, as Trustee, does hereby certify as
follows:

     1.   Capitalized terms used in this Master Administrator Report and not
          otherwise defined herein shall have the respective meanings set forth
          in the Pooling and Servicing Agreement.

     2.   NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
          Administrator under the Pooling and Servicing Agreement.

     3.   The undersigned is an Officer of the Master Administrator.

     4.   The date of this Report is December 17, 1996.

     5.   Pool Factor.

          (a)  The Pool Factor with respect to
               October 1, 1996 was.................................  .57184784
                                                                    ----------

          (b)  The Pool Factor with respect to
               October 31, 1996 was ...............................  .54560740
                                                                    ----------

     6.   Investor and Seller Certificate Principal Balance (beginning of
          Due Period).

          (a)  The Investor Certificate Principal
               Balance as of November 1, 1996 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               immediately preceding Distribution Date) was... $ 21,274,455.07
                                                               ---------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal Balance
               as of November 1, 1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was............... $  2,363,828.34
                                                               ---------------

     7.   Occurrence of a Required Reserve Event

          (a)  The Delinquency Ratio is.......................           2.32%
                                                               ---------------

          (b)  The Three Month Delinquency Ratio is...........           2.50%
                                                               ---------------

          (c)  The Gross Loss Ratio is........................          20.14%
                                                               ---------------

          (d)  The Three Month Gross Loss Ratio is............          22.03%
                                                               ---------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*)..........................................          22.40%
                                                               ---------------

          (f)  A Reserve Requirement Event has occurred
               and is continuing.

          (g)  The Required Reserve Percentage is.............          10.00%
                                                               ---------------

(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $50,793.32 of claims which are currently in dispute. Such disputed
claims represent 2.4% of all eligible claims.

     8.   Aggregate Monthly Servicing Fee.

          (a)  The Monthly Servicing Fee owing to the
               Servicer on the related Distribution Date is .. $     82,593.61
                                                               ---------------

          (b)  The amount of accrued and unpaid Monthly
               Servicing Fees in respect of
               prior Due Periods is........................... $       -0-
                                                               ---------------

          (c)  The total Monthly Servicing Fee paid or
               payable to the Servicer in respect
               of such Due Period [a+b] is.................... $      82,593.61
                                                               ---------------

     9.   Aggregate Monthly Subrogation Amount.

          (a)  The Monthly Subrogation Amount owing on
               the related Distribution Date is............... $       -0-
                                                               ---------------


                                       2
<PAGE>

          (b)  The amount of accrued and unpaid Monthly
               Subrogation Amount in respect of prior
               Due Periods is ................................ $       -0-
                                                               ---------------

          (c)  The total Monthly Subrogation Amount
               paid or payable to the Master
               Administrator in respect of such Due 
               Period [a+b] is ..............................  $       -0-
                                                               ---------------

     10.  Aggregate Monthly Administrator Fee.

          (a)  The Monthly Administrator Fee owing
               on the related Distribution Date is ........... $     26,316.05
                                                               ---------------

          (b)  The amount of accrued and unpaid Monthly
               Administrator Fees in respect
               of prior Due Periods is.......................  $       -0-
                                                               ---------------

          (c)  The total Monthly Administrator Fee paid
               or payable to the Master Administrator
               in respect of such Due Period [a+b] is ........ $     26,316.05
                                                               ---------------

     11.  The Cash Reserve Account.

          (a)  The Insurance Reserve Amount/The Insurance Deductible

               (i)   The Insurance Reserve Amount as
                     of the first day of the Due Period....... $    495,064.64
                                                               ---------------

               (ii)  The aggregate amount to be withdrawn
                     from the Insurance Reserve Amount,
                     deposited into the Collection
                     Account and applied against the
                     aggregate amount of the Insurance 
                     Deductible............................... $     33,512.47
                                                               ---------------

               (iii) The aggregate amount of Monthly
                     Subrogation Amount to be deposited
                     into the Insurance Reserve Amount
                     on the related Deposit Date.............. $      - 0 -
                                                               ---------------

               (iv)  The Insurance Reserve Amount as of
                     the end of the Due Period is............. $    461,552.17
                                                               ---------------

          (b)  The Available Cash Reserve Amount

               (i)   The Required Cash Reserve Amount
                     (assuming all withdrawals or deposits to
                     be made with respect to the current
                     Distribution Date are made) is........... $  2,127,445.51
                                                               ---------------


                                       3
<PAGE>

               (ii)  The Available Cash Reserve Amount
                     available for deposit to the
                     Collection Account on the related
                     Deposit Date (prior to any
                     withdrawals or deposits to be made
                     with respect to the current
                     Distribution Date are made) is........... $  2,247,297.89
                                                               ---------------

               (iii) The amount to be deposited to
                     (withdrawn from) the Available Cash
                     Reserve Amount with respect to the
                     current Distribution Date is............. $   (119,852.38)
                                                               ---------------

               (iv)  The Available Cash Reserve Amount
                     available for deposit to the
                     Collection Account on the related
                     Deposit Date (after any withdrawals
                     or deposits to be made with respect
                     to the current Distribution Date are 
                     made) is................................. $  2,127,445.51
                                                               ---------------

          (c)  The total Cash Reserve Account as of the
               end of the Due Period (after giving
               effect to the deposits and withdrawals
               in (a) and (b) above) is....................... $  2,588,997.68
                                                               ---------------

     12.  Available Funds.

          (a)  The amount of Available Funds with
               respect to the related Due Period was.......... $  1,225,528.24
                                                               ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding Due
               Period that were retained in the
               Collection Account was......................... $    107,251.09
                                                               ---------------

          (c)  Interest earned on and retained in the
               Collection Account for the Due Period
               and interest earned on the Cash Reserve
               Account and transferred to the
               Collection Account for the Due Period on
               the related Deposit Date was .................. $     18,434.57
                                                               ---------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was ......... $  1,351,213.90
                                                               ---------------

          (e)  The amount of Available Funds used to
               purchase additional Auto Loans during
               the related Due Period was .................... $       -0-
                                                               ---------------


                                       4
<PAGE>

          (f)  The amount of Available Funds and
               interest earned on the Collection
               Account remaining after the purchase of
               additional Auto Loans with respect
               to the related Due Period [d-e] is ............ $  1,351,213.90
                                                               ---------------

     13.  Disbursements to be made on the related Distribution Date.
               The Certificate Rate is 7.00%.

          (a)  The amount of the aggregate Monthly
               Servicing Fee to be paid to the
               Servicer on such Distribution Date is.......... $     82,593.61
                                                               ---------------

          (b)  The amount of the aggregate Monthly
               Subrogation Amount to be paid to the
               Master Administrator on such
               Distribution date is........................... $       -0-
                                                               ---------------

          (c)  The amount of the Monthly Administrator
               Fee to be paid to the Master
               Administrator on such Distribution Date is..... $     26,316.05
                                                               ---------------

          (d)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the
               Investor Certificates at the Certificate
               Rate, including any Shortfall so
               allocable is................................... $    124,100.99
                                                               ---------------

          (e)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in reduction
               of principal with respect to the
               Investor Certificates is ...................... $    976,223.03
                                                               ---------------

          (f)  The total amount of the distribution to
               be made on such Distribution Date to the
               Investor Certificateholders [d+e] is .......... $  1,100,324.02
                                                               ---------------

          (g)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Seller
               Certificate at the Certificate Rate is ........ $     13,789.00
                                                               ---------------

          (h)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes a reduction of
               principal with respect to the Seller
               Certificate is ................................ $    108,469.22
                                                               ---------------

          (i)  The amount to be deposited
               (withdrawn) to the Cash Reserve Account is .... $   (119,852.38)
                                                               ---------------


                                       5
<PAGE>

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is ................. $    116,530.21
                                                               ---------------

          (k)  The amount to be disbursed to the Seller
               Certificateholder (other than the
               amounts referred to in (g) and (h)) is ........ $     23,044.17
                                                               ---------------

          (l)  The total amount of the distribution to
               be made to the Seller Certificateholders 
               [g+h+k] is .................................... $    145,302.39
                                                               ---------------

     14.  Investor and Seller Certificate Principal Balance (end of Due Period).

          (a)  The Investor Certificate Principal
               Balance as of November 30, 1996 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               immediately preceding Distribution Date) was... $ 20,298,232.04
                                                               ---------------

          (b)  The Seller Certificate Principal Balance
               as of November 30,1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the related 
               Distribution Date) was......................... $  2,255,359.12
                                                               ---------------


     15.  Events of Administrator Termination.

          No event has occurred and is continuing which constitutes an
          Event of Administrator Termination or would constitute an
          Event of Administrator Termination but for the requirement
          that notice be given or time elapse or both [except as
          disclosed on the attached Annex A].


                                       6
<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 17th day of December 1996.

                                       NYLIFE SFD Holding INC.
                                         as Master Administrator

                                       By:/s/ Scott Drath
                                          --------------------------
                                          Name:  Scott Drath
                                          Title:    Vice President


                                       7
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED December 17, 1996

                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED December 17, 1996

     In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:

     1.   Aggregate Principal Balance of the Auto Loans.

          As of November 30, 1996 [the close of business on the last day of the
     Due Period]

              Number of Days           Number of            Aggregate Principal
                Delinquent             Auto Loans          Balance of Auto Loans
                ----------             ----------          ---------------------

              current (0-29)                  1,886                $ 18,550,403
                 30 - 59                        248                   2,591,181
                 60 - 89                         65                     668,443
                 90 - 120                        54                     581,963
                over 120                        443                   3,587,711
                                      -------------                ------------
              Totals:                         2,696                $ 25,979,701
                                      =============

              Aggregate Principal Balance of Defaulted
                Auto Loans at November 30, 1996                      (3,426,110)
                                                                   ------------
              Aggregate Principal Balance allocable
                to Certificateholders                              $ 22,553,591
                                                                   ============



     2.   Total Amounts Collected during the Due Period
          and Deposited into the Collection Account.

          (a)  The total amount of Payments collected
               on the Auto Loans and deposited into the
               Collection Account for the Due Period was...... $  1,027,805.10
                                                               ---------------

          (b)  The total amount of Recoveries on
               Defaulted Auto Loans collected on the
               Auto Loans and deposited into the
               Collection Account for the Due Period was  .... $    154,931.55
                                                               ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]........... $  1,182,736.65
                                                               ---------------


                                       9
<PAGE>

     3.   Defaulted Auto Loans.

          Auto Loans that became Defaulted Auto Loans during the Due Period:

                      Number of                  Aggregate Principal
                      Auto Loans                Balance of Auto Loans
                      ----------                ---------------------

                         37                          $435,947.23

     4.   The information specified in item 13(d) through (f) stated on the
          basis of $1,000 Initial Principal Amount.

               The Certificate Rate is 7%.

          (a)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the
               Investor Certificates at the Certificate
               Rate, including any Shortfall so
               allocable stated on the basis of
               $1,000 Initial Principal Amount is ............ $      3.335779
                                                               ---------------

          (b)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in reduction
               of principal with respect to the
               Investor Certificate on the
               basis of $1,000 Initial Principal Amount is ... $     26.240438
                                                               ---------------

          (c)  The total amount of the distribution to
               be made on such Distribution Date to the
               Investor Certificateholders on the basis
               of $1,000 Initial Principal Amount is ......... $     29.576217
                                                               ---------------


                                       10


<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED December 17, 1996

     Calculation of Required Cash Reserve Amount as of the December 20, 1996
Distribution Date.

     (i)  The Investor Certificate Principal Balance equals $21,274,455.07.

     (ii) Required Reserve Percentage equals 10%.

     (iii) The Required Cash Reserve Amount equals (the product of (i) and (ii))
          $2,127,445.51

     For purposes of this Annex C, the following term shall have the following
meaning:

     "Required Reserve Percentage" means:

     (a)  for any Payment Date on which there is not an uncured Reserve
          Requirement Event, 5%;

     (b)  if the Three-Month Delinquency Ratio for any Due Period exceeds 4% (a
          "Three Month Delinquency Test"), the Required Reserve Percentage on
          each succeeding Payment Date shall be 10%; provided, however, that if,
          for any Due Period following the third Due Period following the
          occurrence of a Three Month Delinquency Test, the Three Month
          Delinquency Ratio is less than 4% (a "Three Month Delinquency Cure"),
          the provisions of this clause (b) shall no longer apply until another
          Three Month Delinquency Test occurs:

     (c)  if the Delinquency Ratio for any Due Period exceeds 6% (a "Delinquency
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the less
          than 6% (a "Delinquency Cure"), the provisions of this clause (c)
          shall no longer apply until another Delinquency Test occurs;

     (d)  if the Gross Loss Ratio for any Due Period exceeds 18% (a "Loss
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the Loss
          Test, the Three Month Gross Ratio is less than 18% (a "Loss Cure"),
          the provisions of this clause (d) shall no longer apply until another
          Test occurs;


                                       11
<PAGE>

     (e)  if the Three-Month Gross Loss Ratio for any Due Period exceeds 14.5%
          (a "Three Month Loss Test"), the Required Reserve Percentage on each
          succeeding Payment Date shall be 10%; provided however, that if, for
          any Due Period following the occurrence of a Three Month Loss Test,
          the Three Month Gross Loss Ratio is less than 14.5% (a "Three Month
          Loss Cure"), the provisions of this clause (e) shall no longer apply
          until another Three Month Loss Test occurs; and

     (f)  if 20% of more of eligible claims of the Auto Loans Protection Policy
          are not paid by the Insurance Companies within the time specified
          therein, the Required Reserve Percentage on each succeeding Payment
          Date shall be 10% as of the close of business on the last day of the
          preceding Due Period.


                                     12
<PAGE>

                           MASTER ADMINISTRATOR REPORT

            ---------------------------------------------------------

                              NAFCO AUTO TRUST - 2

                   For the January 21, 1997 Distribution Date

                  For the period beginning on December 1, 1996
               and ending on December 31, 1996 (the "Due Period")

           -----------------------------------------------------------

     The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of June 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, Electronic Data Systems Corporation,
as Servicer and Bankers Trust Company, as Trustee, does hereby certify as
follows:

     1.   Capitalized terms used in this Master Administrator Report and not
          otherwise defined herein shall have the respective meanings set forth
          in the Pooling and Servicing Agreement.

     2.   NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
          Administrator under the Pooling and Servicing Agreement.

     3.   The undersigned is an Officer of the Master Administrator.

     4.   The date of this Report is January 15, 1997.

     5.   Pool Factor.

     (a)  The Pool Factor with respect to
          December 1, 1996 was ................................        .54560740
                                                                       ---------

     (b)  The Pool Factor with respect to
          December 31, 1996 was ...............................        .51683006
                                                                       ---------

     6.   Investor and Seller Certificate Principal Balance (beginning of Due
          Period).

          (a)  The Investor Certificate Principal Balance as of December 1, 1996
               (after giving effect to the disbursements in reduction of
               principal, if any, on the immediately preceding Distribution
               Date) was.......................................  $ 20,298,232.04
                                                                 ---------------


                                       1
<PAGE>


          (b)  The Seller Certificate Principal Balance as of December 1, 1996
               (after giving effect to the disbursements in reduction of
               principal, if any, on the immediately preceding Distribution
               Date) was.......................................  $  2,255,359.12
                                                                 ---------------

     7.   Occurrence of a Required Reserve Event

          (a)  The Delinquency Ratio is........................            3.50%
                                                                 ---------------

          (b)  The Three Month Delinquency Ratio is............            2.91%
                                                                 ---------------

          (c)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*)...........................................          *24.56%
                                                                 ---------------

                                                         Cumulative      Monthly
                                                         ----------      -------

          (d)  The Gross Loss Ratio is.................  14.44%          *15.24%
                                                         ------           ------

          (e)  The Three Month Gross Loss Ratio is.....  19.48%          *18.23%
                                                         ------           ------

          (f)  The Required Reserve Percentage is......  10.00%
                                                         ------

          (g)  *Indicates which Required Reserve Event has occured.

          See ANNEX C.1 for Ratio Calculations

(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $50,793.32 of claims which are currently in dispute. Such disputed
claims represent 2.4% of all eligible claims.

     8.   Aggregate Monthly Servicing Fee.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is ...........................  $     72,617.04
                                                                 ---------------

          (b)  The amount of accrued and unpaid
               Monthly Servicing Fees in respect of
               prior Due Periods is ...........................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Servicing Fee paid
               or payable to the Servicer in respect
               of such Due Period [a+b] is.....................  $     72,617.04
                                                                 ---------------


                                       2
<PAGE>

     9.   Aggregate Monthly Subrogation Amount.

          (a)  The Monthly Subrogation Amount
               owing on the related Distribution
               Date is.........................................  $     -0-
                                                                 ---------------

          (b)  The amount of accrued and unpaid Monthly
               Subrogation Amount in respect of prior
               Due Periods is .................................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Subrogation Amount
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is .........  $     -0-
                                                                 ---------------

     10.  Aggregate Monthly Administrator Fee.

          (a)  The Monthly Administrator Fee owing
               on the related Distribution Date is ............  $     25,808.70
                                                                 ---------------

          (b)  The amount of accrued and unpaid
               Monthly Administrator Fees in respect
               of prior Due Periods is.........................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Administrator Fee
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is .........  $     25,808.70
                                                                 ---------------

     11.  The Cash Reserve Account.

          (a)  The Insurance Reserve Amount/The Insurance
               Deductible

               (i)  The Insurance Reserve Amount as
                    of the first day of the Due Period.........  $    461,552.16
                                                                 ---------------

               (ii) The aggregate amount to be withdrawn
                    from the Insurance Reserve Amount,
                    deposited into the Collection Account
                    and applied against the aggregate
                    amount of the Insurance Deductible.........  $    110,100.40
                                                                 ---------------

              (iii) The aggregate amount of Monthly
                    Subrogation Amount to be deposited
                    into the Insurance Reserve Amount
                    on the related Deposit Date................  $     -0-
                                                                 ---------------

               (iv) The Insurance Reserve Amount as of
                    the end of the Due Period
                    is.........................................  $    351,451.76
                                                                 ---------------


                                       3
<PAGE>

          (b)  The Available Cash Reserve Amount

               (i)  The Required Cash Reserve Amount
                    (assuming all withdrawals or deposits to
                    be made with respect to the current
                    Distribution Date are made) is.............  $  2,029,823.20
                                                                 ---------------

               (ii) The Available Cash Reserve Amount
                    available for deposit to the Collection
                    Account on the related Deposit Date
                    (prior to any withdrawals or deposits
                    to be made with respect to the current
                    Distribution Date are made) is.............  $  2,127,445.51
                                                                 ---------------

              (iii) The amount to be deposited to
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is...............  $   (97,622.31)
                                                                 ---------------

               (iv) The Available Cash Reserve Amount
                    available for deposit to the Collection
                    Account on the related Deposit Date
                    (after any withdrawals or deposits to be
                    made with respect to the current
                    Distribution Date are made) is.............  $  2,029,823.20
                                                                 ---------------

          (c)  The total Cash Reserve Account as of the
               end of the Due Period (after giving effect
               to the deposits and withdrawals in (a) and
               (b) above) is...................................  $  2,381,274.96
                                                                 ---------------

     12.  Available Funds.

          (a)  The amount of Available Funds with
               respect to the related Due Period was...........  $  1,374,102.96
                                                                 ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was..........................  $    116,530.21
                                                                 ---------------

          (c)  Interest earned on and retained in the
               Collection Account for the Due Period and
               interest earned on the Cash Reserve Account and
               transferred to the Collection Account for the
               Due Period on the related Deposit Date was .....  $     18,233.87
                                                                 ---------------


                                       4
<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was ..........  $  1,508,867.04
                                                                 ---------------

          (e)  The amount of Available Funds used
               to purchase additional Auto Loans during
               the related Due Period was .....................  $     -0-
                                                                 ---------------

          (f)  The amount of Available Funds and
               interest earned on the Collection
               Account remaining after the purchase
               of additional Auto Loans with respect
               to the related Due Period [d-e] is .............  $  1,508,867.04
                                                                 ---------------

     13.  Disbursements to be made on the related Distribution Date.
               The Certificate Rate is 7.00%.

          (a)  The amount of the aggregate Monthly
               Servicing Fee to be paid to the Servicer
               on such Distribution Date is....................  $     72,617.04
                                                                 ---------------

          (b)  The amount of the aggregate Monthly
               Subrogation Amount to be paid to the
               Master Administrator on such
               Distribution date is............................  $     -0-
                                                                 ---------------

          (c)  The amount of the Monthly Administrator
               Fee to be paid to the Master Administrator
               on such Distribution Date is....................  $     25,808.69
                                                                 ---------------

          (d)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Investor
               Certificates at the Certificate Rate,
               including any Shortfall so allocable is.........  $    118,406.35
                                                                 ---------------

          (e)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in
               reduction of principal with respect
               to the Investor Certificates is ................  $  1,070,603.40
                                                                 ---------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is ....  $  1,189,009.75
                                                                 ---------------

          (g)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Seller
               Certificate at the Certificate Rate is .........  $     13,156.26
                                                                 ---------------


                                       5
<PAGE>

          (h)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes a reduction of principal
               with respect to the Seller Certificate is ......  $    118,955.94
                                                                 ---------------

          (i)  The amount to be deposited (withdrawn) to
               the Cash Reserve Account is.....................  $   (97,622.31)
                                                                 ---------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is ..................  $    109,525.30
                                                                 ---------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h)) is .........  $     77,416.36
                                                                 ---------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is ...........  $    209,528.56
                                                                 ---------------

     14.  Investor and Seller Certificate Principal Balance (end of Due Period).

          (a)  The Investor Certificate Principal Balance
               as of December 31, 1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was................  $ 19,227,628.64
                                                                 ---------------

          (b)  The Seller Certificate Principal
               Balance as of December 31,1996 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               related Distribution Date) was..................  $  2,136,403.18
                                                                 ---------------

     15.  Events of Administrator Termination.

          No event has occurred and is continuing which constitutes an
          Event of Administrator Termination or would constitute an
          Event of Administrator Termination but for the requirement
          that notice be given or time elapse or both [except as
          disclosed on the attached Annex A].


                                       6
<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 15th day of January 1997.


                                        NYLIFE SFD Holding INC.
                                          as Master Administrator



                                        By: /s/Scott Drath
                                            -----------------------------
                                            Name:     Scott Drath
                                            Title:    Vice President


                                       7
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED January 15, 1997


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED January 15, 1997


     In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:


     1.   Aggregate Principal Balance of the Auto Loans.

          As of December 31, 1996 [the close of business on the last day of the
          Due Period]

           Number of Days        Number of             Aggregate Principal
            Delinquent           Auto Loans           Balance of Auto Loans
            ----------           ----------           ---------------------
          current (0-29)              1,758                $17,071,857
               30 - 59                  261                  2,532,627
               60 - 89                   87                    945,835
               90 - 120                  40                    425,299
              over 120                  465                  3,811,023
                                -----------                -----------
          Totals:                     2,611                $24,786,641
                                ===========                ===========
                                            
          Aggregate Principal Balance of Defaulted
            Auto Loans at December 31, 1996                 (3,422,609)
                                                           -----------
          Aggregate Principal Balance allocable
            to Certificateholders                          $21,364,032
                                                           ===========


     2.   Total Amounts Collected during the Due 
          Period and Deposited into the Collection Account.

          (a)  The total amount of Payments collected
               on the Auto Loans and deposited into the
               Collection Account for the Due Period was.......  $  1,113,839.87
                                                                 ---------------

          (b)  The total amount of Recoveries on
               Defaulted Auto Loans collected on the
               Auto Loans and deposited into the
               Collection Account for the Due Period was.......  $    157,167.60
                                                                 ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]............  $  1,271,007.47
                                                                 ---------------


                                       9
<PAGE>

     3.   Defaulted Auto Loans.

          Auto Loans that became Defaulted Auto Loans during the Due Period:

               Number of             Aggregate Principal
               Auto Loans           Balance of Auto Loans
               ----------           ---------------------
                  30                    $298,268.29

     4.   The information specified in item 13(d) through (f) 
          stated on the basis of $1,000 Initial Principal Amount. 
               The Certificate Rate is 7%.

          (a)  The amount of the aggregate distribution to 
               be made on such Distribution Date which 
               constitutes interest on the Investor Certificates
               at the Certificate Rate, including any 
               Shortfall so allocable stated on the basis of
               $1,000 Initial Principal Amount is .............  $      3.182710
                                                                 ---------------

          (b)  The amount of the aggregate distribution 
               to be made on such Distribution Date which 
               constitutes payments in reduction of principal 
               with respect to the Investor Certificate on the
               basis of $1,000 Initial Principal Amount is ....  $     28.777341
                                                                 ---------------

          (c)  The total amount of the distribution to be
               made on such Distribution Date to the Investor
               Certificateholders on the basis of $1,000
               Initial Principal Amount is ....................  $     31.960051
                                                                 ---------------


                                       10
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED January 15, 1997

     Calculation of Required Cash Reserve Amount as of the January 21, 1997
Distribution Date.

     (i)  The Investor Certificate Principal Balance equals $20,298,232.04.

     (ii) Required Reserve Percentage equals 10%.

     (iii) The Required Cash Reserve Amount equals (the product of (i) and (ii))
          $2,029,823.20

     For purposes of this Annex C, the following term shall have the following
meaning:

     "Required Reserve Percentage" means:

     (a)  for any Payment Date on which there is not an uncured Reserve
          Requirement Event, 5%;

     (b)  if the Three-Month Delinquency Ratio for any Due Period exceeds 4% (a
          "Three Month Delinquency Test"), the Required Reserve Percentage on
          each succeeding Payment Date shall be 10%; provided, however, that if,
          for any Due Period following the third Due Period following the
          occurrence of a Three Month Delinquency Test, the Three Month
          Delinquency Ratio is less than 4% (a "Three Month Delinquency Cure"),
          the provisions of this clause (b) shall no longer apply until another
          Three Month Delinquency Test occurs:

     (c)  if the Delinquency Ratio for any Due Period exceeds 6% (a "Delinquency
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the less
          than 6% (a "Delinquency Cure"), the provisions of this clause (c)
          shall no longer apply until another Delinquency Test occurs;

     (d)  if the Gross Loss Ratio for any Due Period exceeds 18% (a "Loss
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the Loss
          Test, the Three Month Gross Ratio is less than 18% (a "Loss Cure"),
          the provisions of this clause (d) shall no longer apply until another
          Test occurs;


                                       11
<PAGE>

     (e)  if the Three-Month Gross Loss Ratio for any Due Period exceeds 14.5%
          (a "Three Month Loss Test"), the Required Reserve Percentage on each
          succeeding Payment Date shall be 10%; provided however, that if, for
          any Due Period following the occurrence of a Three Month Loss Test,
          the Three Month Gross Loss Ratio is less than 14.5% (a "Three Month
          Loss Cure"), the provisions of this clause (e) shall no longer apply
          until another Three Month Loss Test occurs; and

     (f)  if 20% of more of eligible claims of the Auto Loans Protection Policy
          are not paid by the Insurance Companies within the time specified
          therein, the Required Reserve Percentage on each succeeding Payment
          Date shall be 10% as of the close of business on the last day of the
          preceding Due Period.


                                       12

<PAGE>

                                   ANNEX C.1

Cumulative:
                                                                      Ratios
                                                                      ------
1.   Delinquency Ratio:

     December Principal Balance 50+ days  =         868,474.41 =       3.50%
     ------------------------------------        -------------
     December Aggregate Principal Balance        24,786,640.47

2.   Three Month Delinquency Ratio

     Sum of Oct. - Dec. Principal
       Balances 60+ days (net)            =       2,254,072.51 =       2.91%
     ------------------------------------        -------------
     Sum of Oct. - Dec. Principal Balances       77,590,314.85

3.   Gross Loss Ratio:

     Twelve times the:
     December Principal Balance of Defaulted
       Auto Loans repossessed             =         298,268.29 =      14.44%
     ------------------------------------        -------------
     December Aggregate Principal Balance        24,786,640.47

4.   Three month Gross Loss Ratio:

     Twelve times the:
     Sum of Oct. - Dec. Principal Balances
       of Defaulted Auto Loans repossess  =       1,259,471.40 =      19.48%
     ------------------------------------        -------------
     Sum of Oct. - Dec. Principal Balances       77,590,314.85

5.   ALPI Claims Payment Test:

     Aggregate Principal Balance of
     ALPI Claims not paid within timefr  =          549,910.91 =      24.58%
     ------------------------------------        -------------
     Principal Balance of Eligible Claims         2,239,325.92

Monthly:

3a.  Gross Loss Ratio

     Twelve times the:
     December Principal Balance of Defaulted
       Auto Loans repossessed             =         314,719.45 =      15.24%
     ------------------------------------        -------------
     December Aggregate Principal Balance        24,786,640.47

4.   Three month Gross Loss Ratio:

     Twelve times the:
     Sum of Oct. - Dec. Principal Balances
       of Defaulted Auto Loans repossess  =       1,179,014.81 =      18.23%
     ------------------------------------        -------------
     Sum of Oct. - Dec. Principal Balances       77,590,314.85



                           MASTER ADMINISTRATOR REPORT

            ---------------------------------------------------------

                              NAFCO AUTO TRUST - 3

                   For the November 20, 1996 Distribution Date

                   For the period beginning on October 1, 1996
                and ending on October 31, 1996 (the "Due Period")

           -----------------------------------------------------------

     The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of October 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, Electronic Data Systems Corporation,
as Servicer and Bankers Trust Company, as Trustee, does hereby certify as
follows:

     1.   Capitalized terms used in this Master Administrator Report and not
          otherwise defined herein shall have the respective meanings set forth
          in the Pooling and Servicing Agreement.

     2.   NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
          Administrator under the Pooling and Servicing Agreement.

     3.   The undersigned is an Officer of the Master Administrator.

     4.   The date of this Report is November 15, 1996.

     5.   Pool Factor.

          (a)  The Pool Factor with respect to
               October 1, 1996 was.............................        .81071769
                                                                 ---------------

          (b)  The Pool Factor with respect to
               October 31, 1996 was ...........................        .78166407
                                                                 ---------------

     6.   Investor and Seller Certificate Principal Balance (beginning of Due
          Period).

          (a)  The Investor Certificate Principal Balance as of
               October 1, 1996 (after giving effect to the
               disbursements in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was..........................  $ 26,769,898.05
                                                                 ---------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal Balance as of
               October 1, 1996 (after giving effect to the
               disbursements in reduction of principal, if any,
               on the immediately preceding Distribution
               Date) was.......................................  $  2,977,749.92
                                                                 ---------------

     7.   Occurrence of a Required Reserve Event

          (a)  The Delinquency Ratio is........................            5.08%
                                                                 ---------------

          (b)  The Three Month Deliquency Ratio is.............            4.69%
                                                                 ---------------

          (c)  The Gross Loss Ratio is.........................           28.85%
                                                                 ---------------

          (d)  The Three Month Gross Loss Ratio is.............           24.79%
                                                                 ---------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*)...........................................           16.41%
                                                                 ---------------

          (g)  The Required Reserve Percentage is..............           10.00%
                                                                 ---------------

(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $ 0 of claims which are currently in dispute. Such disputed claims
represent      n/a       % of all eligible claims.

     8.   Aggregate Monthly Servicing Fee.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is ...........................  $     89,625.77
                                                                 ---------------

          (b)  The amount of accrued and unpaid
               Monthly Servicing Fees in respect of
               prior Due Periods is ...........................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Servicing Fee paid
               or payable to the Servicer in respect
               of such Due Period [a+b] is.....................  $     89,625.77
                                                                 ---------------

     9.   Aggregate Monthly Subrogation Amount.

          (a)  The Monthly Subrogation Amount
               owing on the related Distribution
               Date is.........................................  $     -0-
                                                                 ---------------

          (b)  The amount of accrued and unpaid Monthly
               Subrogation Amount in respect of prior
               Due Periods is .................................  $     -0-
                                                                 ---------------


                                       2
<PAGE>

          (c)  The total Monthly Subrogation Amount
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is .........  $     -0-
                                                                 ---------------

     10.  Aggregate Monthly Administrator Fee.

          (a)  The Monthly Administrator Fee owing
               on the related Distribution Date is ............  $     27,090.76
                                                                 ---------------

          (b)  The amount of accrued and unpaid
               Monthly Administrator Fees in respect
               of prior Due Periods is.........................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Administrator Fee
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is .........  $     27,090.76
                                                                 ---------------

     11.  The Cash Reserve Account.

          (a)  The Insurance Reserve Amount/The Insurance
               Deductible

               (i)  The Insurance Reserve Amount as
                    of the first day of the Due Period.........  $  1,322,140.02
                                                                 ---------------

               (ii) The aggregate Insurance Deductible
                    to be deposited by the Seller into the
                    Cash Reserve Account on the Deposit
                    Date with respect to additional Auto
                    Loans acquired.............................  $     -0-
                                                                 ---------------

              (iii) The aggregate amount to be withdrawn
                    from the Insurance Reserve Amount,
                    deposited into the Collection Account
                    and applied against the aggregate
                    amount of the Insurance Deductible.........  $     52,081.59
                                                                 ---------------

               (iv) The aggregate amount of Monthly
                    Subrogation Amount to be deposited
                    into the Insurance Reserve Amount
                    on the related Deposit Date................  $     -0-
                                                                 ---------------

               (v)  The Insurance Reserve Amount as of
                    the end of the Due Period
                    is.........................................  $  1,270,058.43
                                                                 ---------------


                                       3
<PAGE>

          (b)  The Available Cash Reserve Amount


               (i)  The Required Cash Reserve Amount
                    (assuming all withdrawals or deposits to
                    be made with respect to the current
                    Distribution Date are made) is.............  $  2,676,989.81
                                                                 ---------------

               (ii) The Available Cash Reserve Amount
                    available for deposit to the Collection
                    Account on the related Deposit Date
                    (prior to any withdrawals or deposits
                    to be made with respect to the current
                    Distribution Date are made) is.............  $  1,608,964.05
                                                                 ---------------

              (iii) The amount to be deposited to
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is...............  $   119,344,.82
                                                                 ---------------

               (iv) The Available Cash Reserve Amount
                    available for deposit to the Collection
                    Account on the related Deposit Date
                    (after any withdrawals or deposits to be
                    made with respect to the current
                    Distribution Date are made) is.............  $  1,728,308.87
                                                                 ---------------

          (c)  The total Cash Reserve Account as of the
               end of the Due Period (after giving effect
               to the deposits and withdrawals in (a) and
               (b) above) is...................................  $  2,998,367.30
                                                                 ---------------

     12.  Available Funds.

          (a)  The amount of Available Funds with
               respect to the related Due Period was...........  $  1,437,876.11
                                                                 ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was..........................  $     68,382.89
                                                                 ---------------

          (c)  Interest earned on and retained in the
               Collection Account and interest earned 
               on the Cash Reserve Account and 
               transferred into the Collection Account
               for the Due Period on the related
               Deposit Date was ...............................  $     19,516.00
                                                                 ---------------


                                       4
<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was...........  $  1,525,775.00
                                                                 ---------------

          (e)  The amount of Available Funds used
               to purchase additional Auto Loans during
               the related Due Period was......................  $     -0-
                                                                 ---------------

          (f)  The amount of Available Funds and
               interest earned on the Collection
               Account remaining after the purchase
               of additional Auto Loans with respect
               to the related Due Period [d-e] is..............  $  1,525,775.00
                                                                 ---------------

     13.  Disbursements to be made on the related Distribution Date.
               The Certificate Rate is 6.50%.

          (a)  The amount of the aggregate Monthly
               Servicing Fee to be paid to the Servicer
               on such Distribution Date is....................  $     89,625.77
                                                                 ---------------

          (b)  The amount of the aggregate Monthly
               Subrogation Amount to be paid to the
               Master Administrator on such
               Distribution date is............................  $     -0-
                                                                 ---------------

          (c)  The amount of the Monthly Administrator
               Fee to be paid to the Master Administrator
               on such Distribution Date is....................  $     27,090.76
                                                                 ---------------

          (d)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Investor
               Certificates at the Certificate Rate,
               including any Shortfall so allocable is.........  $    145,003.61
                                                                 ---------------

          (e)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in
               reduction of principal with respect
               to the Investor Certificates is ................  $    959,350.37
                                                                 ---------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is.....  $  1,104,353.98
                                                                 ---------------

          (g)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Seller
               Certificate at the Certificate Rate is..........  $     16,129.48
                                                                 ---------------


                                       5
<PAGE>

          (h)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes a reduction of principal
               with respect to the Seller Certificate is.......  $    109,911.29
                                                                 ---------------

          (i)  The amount to be deposited in
               the Cash Reserve Account is.....................  $   119,344,.82
                                                                 ---------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Reinvestment Amount and the
               Partial Payment Amount is.......................  $     59,318.90
                                                                 ---------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h) is...........  $     -0-
                                                                 ---------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is............  $    126,040.77
                                                                 ---------------

     14.  Investor and Seller Certificate Principal Balance (end of Due Period).

          (a)  The Investor Certificate Principal Balance
               as of  October 31, 1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was................  $ 25,810,547.68
                                                                 ---------------

          (b)  The Seller Certificate Principal
               Balance as of October 31, 1996 (after 
               giving effect to the disbursements in 
               reduction of principal, if any, on the 
               immediately preceding Distribution
               Date or the effect of the computation 
               of the Individual Sold Balance relating 
               to the purchase of additional Auto 
               Loans during the Interest-Only Period 
               in accordance with the terms of the
               Pooling and Servicing Agreement) was............  $  2,867,838.63
                                                                 ---------------

     15.  Events of Administrator Termination.

          No event has occurred and is continuing which constitutes
          an Event of Administrator Termination or would constitute
          an Event of Administrator Termination but for the
          requirement that notice be given or time elapse or both
          [except as disclosed on the attached Annex A].


                                       6
<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 15th day of November 1996.


                                        NAFCO INC.
                                          as Master Administrator



                                        By: /s/Scott Drath
                                            -----------------------------
                                            Name:     Scott Drath
                                            Title:    Vice President


                                       7
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996


     In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:


     1.   Aggregate Principal Balance of the Auto Loans.

          As of October 31, 1996 [the close of business on the last day of the
          Due Period]

           Number of Days        Number of             Aggregate Principal
            Delinquent           Auto Loans           Balance of Auto Loans
            ----------           ----------           ---------------------

          current (0-29)               1980                $21,693,375
               30 - 59                  274                  3,249,675
               60 - 89                   91                  1,043,885
              90 - 120                   59                    689,975
              over 120                  389                  3,269,600
                                -----------                -----------
          Totals:                     2,793                $29,946,510
                                ===========

          Aggregate Principal Balance of Defaulted
            Auto Loans at October 31, 1996                           (1,268,124)
                                                                 ---------------

          Aggregate Principal Balance allocable
            to Certificateholders                                $    28,678,386
                                                                 ===============

     2.   Total Amounts Collected during the Due 
          Period and Deposited into the Collection Account.

          (a)  The total amount of Payments collected
               on the Auto Loans and deposited into the
               Collection Account for the Due Period was.......  $  1,193,534.96
                                                                 ---------------

          (b)  The total amount of Recoveries on
               Defaulted Auto Loans collected on the
               Auto Loans and deposited into the
               Collection Account for the Due Period was.......  $    201,323.55
                                                                 ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]............  $  1,394,858.51
                                                                 ---------------


                                       9
<PAGE>

     3.   Defaulted Auto Loans.

          Auto Loans that became Defaulted Auto Loans during the Due Period:

               Number of              Aggregate Principal
               Auto Loans            Balance of Auto Loans
               ----------            ---------------------
                  31                       $368,589.35

     4.   The information specified in item 13(d) through (f)
          stated on the basis of $1,000 Initial Principal Amount.
               The Certificate Rate is 6.5%

          (a)  The amount of the aggregate distribution
               to be made on such Distribution Date which 
               constitutes interest on the Investor Certificates 
               at the Certificate Rate, including any 
               Shortfall so allocable stated on the basis of
               $1,000 Initial Principal Amount is .............  $      4.391387
                                                                 ---------------

          (b)  The amount of the aggregate distribution
               to be made on such Distribution Date which 
               constitutes payments in reduction of principal 
               with respect to the Investor Certificate on the
               basis of $1,000 Initial Principal Amount is ....  $     29.053615
                                                                 ---------------

          (c)  The total amount of the distribution to be
               made on such Distribution Date to the Investor
               Certificateholders on the basis of $1,000
               Initial Principal Amount is ....................  $     33.445002
                                                                 ---------------


                                       10
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED November 15, 1996

     Calculation of Required Cash Reserve Amount as of the November 20, 1996
Distribution Date.

     (i)  The Investor Certificate Principal Balance equals $26,769,898.05

     (ii) Required Reserve Percentage equals 10%.

    (iii) The Required Cash Reserve Amount equals (the product of (i) and (ii))
          $2,676,989.81

     For purposes of this Annex C, the following term shall have the following
meaning:

     "Required Reserve Percentage" means:

     (a)  for any Payment Date on which there is not an uncured Reserve
          Requirement Event, 5%;

     (b)  if the Three-Month Delinquency Ratio for any Due Period exceeds 4% (a
          "Three Month Delinquency Test"), the Required Reserve Percentage on
          each succeeding Payment Date shall be 10%; provided, however, that if,
          for any Due Period following the third Due Period following the
          occurrence of a Three Month Delinquency Test, the Three Month
          Delinquency Ratio is less than 4% (a "Three Month Delinquency Cure"),
          the provisions of this clause (b) shall no longer apply until another
          Three Month Delinquency Test occurs:

     (c)  if the Delinquency Ratio for any Due Period exceeds 6% (a "Delinquency
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the less
          than 6% (a "Delinquency Cure"), the provisions of this clause (c)
          shall no longer apply until another Delinquency Test occurs;

     (d)  if the Gross Loss Ratio for any Due Period exceeds 18% (a "Loss
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the Loss
          Test, the Three Month Gross Ratio is less than 18% (a "Loss Cure"),
          the provisions of this clause (d) shall no longer apply until another
          Test occurs;


                                       11
<PAGE>

     (e)  if the Three-Month Gross Loss Ratio for any Due Period exceeds 14.5%
          (a "Three Month Loss Test"), the Required Reserve Percentage on each
          succeeding Payment Date shall be 10%; provided however, that if, for
          any Due Period following the occurrence of a Three Month Loss Test,
          the Three Month Gross Loss Ratio is less than 14.5% (a "Three Month
          Loss Cure"), the provisions of this clause (e) shall no longer apply
          until another Three Month Loss Test occurs; and

     (f)  if 20% of more of eligible claims of the Auto Loans Protection Policy
          are not paid by the Insurance Companies within the time specified
          therein, the Required Reserve Percentage on each succeeding Payment
          Date shall be 10% as of the close of business on the last day of the
          preceding Due Period.


                                       12

<PAGE>

                           MASTER ADMINISTRATOR REPORT

                   ------------------------------------------

                              NAFCO AUTO TRUST - 3

                   For the December 20, 1996 Distribution Date

                  For the period beginning on November 1, 1996
               and ending on November 30, 1996 (the "Due Period")

           -----------------------------------------------------------

      The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of October 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, Electronic Data Systems Corporation,
as Servicer and Bankers Trust Company, as Trustee, does hereby certify as
follows:

      1.          Capitalized terms used in this Master Administrator Report and
            not otherwise defined herein shall have the respective meanings set
            forth in the Pooling and Servicing Agreement.

      2.          NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
            Administrator under the Pooling and Servicing Agreement.

      3.          The undersigned is an Officer of the Master Administrator.

      4.          The date of this Report is December 17, 1996.

      5.    Pool Factor.

            (a)   The Pool Factor with respect to
                  November 1, 1996 was............................... .78166407
                                                                      ---------

            (b)   The Pool Factor with respect to
                  November 30, 1996 was ............................. .75702638
                                                                      ---------

      6.    Investor and Seller Certificate Principal Balance (beginning of Due 
            Period).

            (a)   The Investor Certificate Principal Balance
                  as of November 1, 1996 (after giving
                  effect to the disbursements in reduction
                  of principal, if any, on the immediately
                  preceding Distribution Date) was ........... $  25,810,547.68
                                                               ----------------


                                        1
<PAGE>

            (b)   The Seller Certificate Principal Balance
                  as of November 1, 1996 (after giving
                  effect to the disbursements in reduction
                  of principal, if any, on the immediately
                  preceding Distribution Date) was ........... $   2,867,838.63
                                                               ----------------

      7.    Occurrence of a Required Reserve Event

            (a)   The Delinquency Ratio is...............................  5.89%
                                                                          -----

            (b)   The Three Month Deliquency Ratio is....................  5.32%
                                                                          -----

            (c)   The Gross Loss Ratio is................................ 32.20%
                                                                          -----

            (d)   The Three Month Gross Loss Ratio is.................... 28.71%
                                                                          -----

            (e)   The percentage of eligible claims on the
                  ALPI policy not paid in a timely manner
                  is(*).................................................. 27.38%
                                                                          -----

            (g)   The Required Reserve Percentage is..................... 10.00%
                                                                          -----

(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $ 0 of claims which are currently in dispute. Such disputed claims
represent n/a % of all eligible claims.

      8.    Aggregate Monthly Servicing Fee.

            (a)   The Monthly Servicing Fee owing to the
                  Servicer on the related Distribution Date
                  is ......................................... $      86,483.10
                                                               ----------------

            (b)   The amount of accrued and unpaid Monthly
                  Servicing Fees in respect of prior Due
                  Periods is ................................. $      -0-
                                                               ----------------

            (c)   The total Monthly Servicing Fee paid or
                  payable to the Servicer in respect of such
                  Due Period [a+b] is......................... $      86,483.10

                                                               ----------------

      9.    Aggregate Monthly Subrogation Amount.

            (a)   The Monthly Subrogation Amount owing on
                  the related Distribution Date is............ $      -0-
                                                               ----------------

            (b)   The amount of accrued and unpaid Monthly
                  Subrogation Amount in respect of prior Due
                  Periods is.................................. $      -0-
                                                               ----------------


                                        2
<PAGE>

            (c)   The total Monthly Subrogation Amount paid
                  or payable to the Master Administrator in
                  respect of such Due Period [a+b] is......... $      -0-
                                                               ----------------

      10.   Aggregate Monthly Administrator Fee.

            (a)   The Monthly Administrator Fee owing on the
                  related Distribution Date is................ $      24,453.16
                                                               ----------------

            (b)   The amount of accrued and unpaid Monthly
                  Administrator Fees in respect of prior Due
                  Periods is.................................. $      -0-
                                                               ----------------

            (c)   The total Monthly Administrator Fee paid
                  or payable to the Master Administrator in
                  respect of such Due Period [a+b] is......... $      24,453.16
                                                               ----------------

      11.   The Cash Reserve Account.

            (a)   The Insurance Reserve Amount/The Insurance
                  Deductible

                  (i)   The Insurance Reserve Amount as of
                        the first day of the Due Period....... $   1,270,058.43
                                                               ----------------

                  (ii)  The aggregate Insurance Deductible
                        to be deposited by the Seller into
                        the Cash Reserve Account on the
                        Deposit Date with respect to
                        additional Auto Loans acquired........ $      -0-
                                                               ----------------

                  (iii) The aggregate amount to be withdrawn
                        from the Insurance Reserve Amount,
                        deposited into the Collection
                        Account and applied against the
                        aggregate amount of the Insurance
                        Deductible............................ $      46,005.23
                                                               ----------------

                  (iv)  The aggregate amount of Monthly
                        Subrogation Amount to be deposited
                        into the Insurance Reserve Amount on
                        the related Deposit Date.............. $      -0-
                                                               ----------------

                  (v)   The Insurance Reserve Amount as of
                        the end of the Due Period is.......... $   1,224,053.20
                                                               ----------------


                                        3
<PAGE>

            (b)   The Available Cash Reserve Amount

                  (i)   The Required Cash Reserve Amount
                        (assuming all withdrawals or
                        deposits to be made with respect to
                        the current Distribution Date are
                        made) is.............................. $   2,581,054.77
                                                               ----------------

                  (ii)  The Available Cash Reserve Amount
                        available for deposit to the
                        Collection Account on the related
                        Deposit Date (prior to any
                        withdrawals or deposits to be made
                        with respect to the current
                        Distribution Date are made) is........ $   1,728,308.87
                                                               ----------------

                  (iii) The amount to be deposited to
                        (withdrawn from) the Available Cash
                        Reserve Amount with respect to the
                        current Distribution Date is.......... $      64,474.75
                                                               ----------------

                  (iv)  The Available Cash Reserve Amount
                        available for deposit to the
                        Collection Account on the related
                        Deposit Date (after any withdrawals
                        or deposits to be made with respect
                        to the current Distribution Date are
                        made) is.............................. $   1,792,783.62
                                                               ----------------

            (c)   The total Cash Reserve Account as of the
                  end of the Due Period (after giving effect
                  to the deposits and withdrawals in (a) and
                  (b) above) is............................... $   3,016,836.82
                                                               ----------------

      12.   Available Funds.

            (a)   The amount of Available Funds with respect
                  to the related Due Period was............... $   1,215,264.12
                                                               ----------------

            (b)   The amount of Available Funds with respect
                  to the immediately preceding Due Period
                  that were retained in the Collection
                  Account was................................. $      59,318.90
                                                               ----------------

            (c)   Interest earned on and retained in the
                  Collection Account and interest earned on
                  the Cash Reserve Account and transferred
                  into the Collection Account for the Due
                  Period on the related Deposit Date was...... $      18,268.80
                                                               ----------------


                                        4
<PAGE>

            (d)   Total distributable funds with respect to
                  the related Due Period [a+b+c] was.......... $   1,292,851.82
                                                               ----------------

            (e)   The amount of Available Funds used to
                  purchase additional Auto Loans during the
                  related Due Period was...................... $      -0-
                                                               ----------------

            (f)   The amount of Available Funds and interest
                  earned on the Collection Account remaining
                  after the purchase of additional Auto
                  Loans with respect to the related Due
                  Period [d-e] is............................. $   1,292,851.82
                                                               ----------------

      13.   Disbursements to be made on the related Distribution Date.

                  The Certificate Rate is 6.50%.

            (a)   The amount of the aggregate Monthly
                  Servicing Fee to be paid to the Servicer
                  on such Distribution Date is................ $      86,483.10
                                                               ----------------

            (b)   The amount of the aggregate Monthly
                  Subrogation Amount to be paid to the
                  Master Administrator on such Distribution
                  date is..................................... $      -0-
                                                               ----------------

            (c)   The amount of the Monthly Administrator
                  Fee to be paid to the Master Administrator
                  on such Distribution Date is................ $      24,453.16
                                                               ----------------

            (d)   The amount of the aggregate distribution
                  to be made on such Distribution Date which
                  constitutes interest on the Investor
                  Certificates at the Certificate Rate,
                  including any Shortfall so allocable is..... $     139,807.13
                                                               ----------------

            (e)   The amount of the aggregate distribution
                  to be made on such Distribution Date which
                  constitutes payments in reduction of
                  principal with respect to the Investor
                  Certificates is............................. $     813,536.52
                                                               ----------------

            (f)   The total amount of the distribution to be
                  made on such Distribution Date to the
                  Investor Certificateholders [d+e] is........ $     953,343.65
                                                               ----------------

            (g)   The amount of the aggregate distribution
                  to be made on such Distribution Date which
                  constitutes interest on the Seller
                  Certificate at the Certificate Rate is...... $      15,534.13
                                                               ----------------


                                        5
<PAGE>

            (h)   The amount of the aggregate distribution
                  to be made on such Distribution Date which
                  constitutes a reduction of principal with
                  respect to the Seller Certificate is........ $      90,392.95
                                                               ----------------

            (i)   The amount to be deposited in the Cash
                  Reserve Account is.......................... $      64,474.75
                                                               ----------------

            (j)   The amount to be retained in the
                  Collection Account with respect to the
                  Reinvestment Amount and the Partial
                  Payment Amount is........................... $      58,170.09
                                                               ----------------

            (k)   The amount to be disbursed to the Seller
                  Certificateholder (other than the amounts
                  referred to in (g) and (h) is............... $      -0-
                                                               ----------------

            (l)   The total amount of the distribution to be
                  made to the Seller Certificateholders
                  [g+h+k] is.................................. $     105,927.08
                                                               ----------------

      14.   Investor and Seller Certificate Principal Balance (end of Due 
            Period).

            (a)   The Investor Certificate Principal Balance
                  as of November 30, 1996 (after giving
                  effect to the disbursements in reduction
                  of principal, if any, on the immediately
                  preceding Distribution Date) was............ $  24,997,011.16
                                                               ----------------

            (b)   The Seller Certificate Principal Balance
                  as of November 30, 1996 (after giving
                  effect to the disbursements in reduction
                  of principal, if any, on the immediately
                  preceding Distribution Date or the effect
                  of the computation of the Individual Sold
                  Balance relating to the purchase of
                  additional Auto Loans during the
                  Interest-Only Period in accordance with
                  the terms of the Pooling and Servicing
                  Agreement) was.............................. $   2,777,445.68
                                                               ----------------

      15.   Events of Administrator Termination.

            No event has occurred and is continuing which
            constitutes an Event of Administrator
            Termination or would constitute an Event of
            Administrator Termination but for the
            requirement that notice be given or time elapse
            or both [except as disclosed on the attached
            Annex A].


                                        6
<PAGE>

            IN WITNESS WHEREOF, the undersigned has duly executed and delivered 
this certificate this 17th day of December 1996.

                                        NYLIFE SFD Holding INC.
                                        as Master Administrator


                                        By: /s/ Scott Drath
                                            -------------------------------
                                            Name:  Scott Drath
                                            Title: Vice President


                                        7
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED December 17, 1996

                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED December 17, 1996

             In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:

      1.    Aggregate Principal Balance of the Auto Loans.

            As of November 30, 1996 [the close of business on the last day of
            the Due Period]

               Number of Days        Number of           Aggregate Principal
                 Delinquent          Auto Loans         Balance of Auto Loans
                 ----------          ----------         ---------------------
               current (0-29)           1877                 $ 20,227,941
                     30 - 59             290                    3,393,905
                     60 - 89              96                    1,070,462
                     90 - 120             67                      751,635
                     over 120            428                    3,699,280
                                       -----                 ------------
               Totals:                 2,758                 $ 29,143,223
                                       =====             

               Aggregate Principal Balance of Defaulted
               Auto Loans at November 30, 1996                 (1,368,766)
                                                             ------------

               Aggregate Principal Balance allocable
                 to Certificateholders                       $ 27,774,457
                                                             ============

      2.    Total Amounts Collected during the Due Period and Deposited into the
            Collection Account.

            (a)   The total amount of Payments collected on
                  the Auto Loans and deposited into the
                  Collection Account for the Due Period was... $   1,035,981.14
                                                               ----------------

            (b)   The total amount of Recoveries on
                  Defaulted Auto Loans collected on the Auto
                  Loans and deposited into the Collection
                  Account for the Due Period was.............. $     134,426.56
                                                               ----------------

            (c)   The total amounts collected on the Auto
                  Loans and deposited into the Collection
                  Account for the Due Period was [a+b]........ $   1,170,407.70
                                                               ----------------


                                       9
<PAGE>

      3.    Defaulted Auto Loans.

            Auto Loans that became Defaulted Auto Loans during the Due Period:

                Number of                  Aggregate Principal
                Auto Loans                Balance of Auto Loans
                ----------                ---------------------
                    22                         $279,668.30

      4.    The information specified in item 13(d) through
            (f) stated on the basis of $1,000 Initial
            Principal Amount. 

                  The Certificate Rate is 6.5%

            (a)   The amount of the aggregate distribution
                  to be made on such Distribution Date which
                  constitutes interest on the Investor
                  Certificates at the Certificate Rate,
                  including any Shortfall so allocable
                  stated on the basis of $1,000 Initial
                  Principal Amount is......................... $       4.234014
                                                               ----------------

            (b)   The amount of the aggregate distribution
                  to be made on such Distribution Date which
                  constitutes payments in reduction of
                  principal with respect to the Investor
                  Certificate on the basis of $1,000 Initial
                  Principal Amount is......................... $      24.637690
                                                               ----------------

            (c)   The total amount of the distribution to be
                  made on such Distribution Date to the
                  Investor Certificateholders on the basis
                  of $1,000 Initial Principal Amount is....... $      28.871704
                                                               ----------------


                                       10
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED December 17, 1996

      Calculation of Required Cash Reserve Amount as of the December 20, 1996
Distribution Date.

      (i)   The Investor Certificate Principal Balance equals $25,810,547.68

      (ii)  Required Reserve Percentage equals 10%.

      (iii) The Required Cash Reserve Amount equals (the product of (i) and
            (ii)) $2,581,054.77

      For purposes of this Annex C, the following term shall have the following
meaning:

    "Required Reserve Percentage" means:

      (a)   for any Payment Date on which there is not an uncured Reserve
            Requirement Event, 5%;

      (b)   if the Three-Month Delinquency Ratio for any Due Period exceeds 4%
            (a "Three Month Delinquency Test"), the Required Reserve Percentage
            on each succeeding Payment Date shall be 10%; provided, however,
            that if, for any Due Period following the third Due Period following
            the occurrence of a Three Month Delinquency Test, the Three Month
            Delinquency Ratio is less than 4% (a "Three Month Delinquency
            Cure"), the provisions of this clause (b) shall no longer apply
            until another Three Month Delinquency Test occurs:

      (c)   if the Delinquency Ratio for any Due Period exceeds 6% (a
            "Delinquency Test"), the Required Reserve Percentage on each
            succeeding Payment Date shall be 10%; provided, however, that if,
            for any Due Period following the third Due Period following the
            occurrence of the less than 6% (a "Delinquency Cure"), the
            provisions of this clause (c) shall no longer apply until another
            Delinquency Test occurs;

      (d)   if the Gross Loss Ratio for any Due Period exceeds 18% (a "Loss
            Test"), the Required Reserve Percentage on each succeeding Payment
            Date shall be 10%; provided, however, that if, for any Due Period
            following the third Due Period following the occurrence of the Loss
            Test, the Three Month Gross Ratio is less than 18% (a "Loss Cure"),
            the provisions of this clause (d) shall no longer apply until
            another Test occurs;


                                       11
<PAGE>

      (e)   if the Three-Month Gross Loss Ratio for any Due Period exceeds 14.5%
            (a "Three Month Loss Test"), the Required Reserve Percentage on each
            succeeding Payment Date shall be 10%; provided however, that if, for
            any Due Period following the occurrence of a Three Month Loss Test,
            the Three Month Gross Loss Ratio is less than 14.5% (a "Three Month
            Loss Cure"), the provisions of this clause (e) shall no longer apply
            until another Three Month Loss Test occurs; and

      (f)   if 20% of more of eligible claims of the Auto Loans Protection
            Policy are not paid by the Insurance Companies within the time
            specified therein, the Required Reserve Percentage on each
            succeeding Payment Date shall be 10% as of the close of business on
            the last day of the preceding Due Period.


                                       12

<PAGE>

                           MASTER ADMINISTRATOR REPORT

            ---------------------------------------------------------

                              NAFCO AUTO TRUST - 3

                   For the January 21, 1997 Distribution Date

                  For the period beginning on December 1, 1996
               and ending on December 31, 1996 (the "Due Period")

           -----------------------------------------------------------

     The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc., as
Master Administrator (the "Master Administrator"), pursuant to Section 5.11 of
the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of October 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, Electronic Data Systems Corporation,
as Servicer and Bankers Trust Company, as Trustee, does hereby certify as
follows:

     1.   Capitalized terms used in this Master Administrator Report and not
          otherwise defined herein shall have the respective meanings set forth
          in the Pooling and Servicing Agreement.

     2.   NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
          Administrator under the Pooling and Servicing Agreement.

     3.   The undersigned is an Officer of the Master Administrator.

     4.   The date of this Report is Janaury 15, 1997.

     5.   Pool Factor.

          (a)  The Pool Factor with respect to
               December 1, 1996 was............................        .75702638
                                                                 ---------------

          (b)  The Pool Factor with respect to
               December 31, 1996 was ..........................        .73066956
                                                                 ---------------

     6.   Investor and Seller Certificate Principal Balance (beginning of Due
          Period).

          (a)  The Investor Certificate Principal Balance as of
               December 1, 1996 (after giving effect to the
               disbursements in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was..........................  $ 24,997,011.16
                                                                 ---------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal Balance as of
               December 1, 1996 (after giving effect to the
               disbursements in reduction of principal, if any,
               on the immediately preceding Distribution
               Date) was.......................................  $  2,777,445.68
                                                                 ---------------

     7.   Occurrence of a Required Reserve Event

          (a)  The Delinquency Ratio is........................          * 6.94%
                                                                 ---------------

          (b)  The Three Month Deliquency Ratio is.............          * 5.95%
                                                                 ---------------

          (c)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*)...........................................         * 33.55%
                                                                 ---------------

(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $ 0 of claims which are currently in dispute. Such disputed claims
represent    n/a    % of all eligible claims.

                                                       Cumulative        Monthly
                                                       ----------        -------

          (d)  The Gross Loss Ratio is..............     33.52%           12.71%
                                                         ------           ------

          (e)  The Three Month Gross Loss Ratio is..     31.48%          *17.63%
                                                         ------          ------

          (f)  The Required Reserve Percentage is...     10.00%
                                                         ------

          (g)  * Indicates which Required Reserve Event has occurred.

               See ANNEX C.1 for Ratio Calculations.

     8.   Aggregate Monthly Servicing Fee.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is ...........................  $     84,005.59
                                                                 ---------------

          (b)  The amount of accrued and unpaid
               Monthly Servicing Fees in respect of
               prior Due Periods is ...........................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Servicing Fee paid
               or payable to the Servicer in respect
               of such Due Period [a+b] is.....................  $     84,005.59
                                                                 ---------------


                                       2
<PAGE>

     9.   Aggregate Monthly Subrogation Amount.

          (a)  The Monthly Subrogation Amount
               owing on the related Distribution
               Date is.........................................  $     -0-
                                                                 ---------------

          (b)  The amount of accrued and unpaid Monthly
               Subrogation Amount in respect of prior
               Due Periods is .................................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Subrogation Amount
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is .........  $     -0-
                                                                 ---------------

     10.  Aggregate Monthly Administrator Fee.

          (a)  The Monthly Administrator Fee owing
               on the related Distribution Date is ............  $     26,652.42
                                                                 ---------------

          (b)  The amount of accrued and unpaid
               Monthly Administrator Fees in respect
               of prior Due Periods is.........................  $     -0-
                                                                 ---------------

          (c)  The total Monthly Administrator Fee
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is .........  $     26,652.42
                                                                 ---------------

     11.  The Cash Reserve Account.

          (a)  The Insurance Reserve Amount/The Insurance
               Deductible

               (i)  The Insurance Reserve Amount as
                    of the first day of the Due Period.........  $  1,224,053.20
                                                                 ---------------

               (ii) The aggregate Insurance Deductible
                    to be deposited by the Seller into the
                    Cash Reserve Account on the Deposit
                    Date with respect to additional Auto
                    Loans acquired.............................  $     -0-
                                                                 ---------------

              (iii) The aggregate amount to be withdrawn
                    from the Insurance Reserve Amount,
                    deposited into the Collection Account
                    and applied against the aggregate
                    amount of the Insurance Deductible.........  $    104,557.67
                                                                 ---------------


                                       3
<PAGE>

               (iv) The aggregate amount of Monthly
                    Subrogation Amount to be deposited
                    into the Insurance Reserve Amount
                    on the related Deposit Date................  $     -0-
                                                                 ---------------

               (v)  The Insurance Reserve Amount as of
                    the end of the Due Period
                    is.........................................  $  1,119,495.53
                                                                 ---------------

          (b)  The Available Cash Reserve Amount

               (i)  The Required Cash Reserve Amount
                    (assuming all withdrawals or deposits to
                    be made with respect to the current
                    Distribution Date are made) is.............  $  2,499,701.12
                                                                 ---------------

               (ii) The Available Cash Reserve Amount
                    available for deposit to the Collection
                    Account on the related Deposit Date
                    (prior to any withdrawals or deposits
                    to be made with respect to the current
                    Distribution Date are made) is.............  $  1,792,783.62
                                                                 ---------------

              (iii) The amount to be deposited to
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is...............  $    112,158.66
                                                                 ---------------

               (iv) The Available Cash Reserve Amount
                    available for deposit to the Collection
                    Account on the related Deposit Date
                    (after any withdrawals or deposits to be
                    made with respect to the current
                    Distribution Date are made) is.............  $  1,904,942.28
                                                                 ---------------

          (c)  The total Cash Reserve Account as of the
               end of the Due Period (after giving effect
               to the deposits and withdrawals in (a) and
               (b) above) is...................................  $  3,024,437.81
                                                                 ---------------


                                       4
<PAGE>

     12.  Available Funds.

          (a)  The amount of Available Funds with
               respect to the related Due Period was...........  $  1,333,186.55
                                                                 ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was..........................  $     58,170.09
                                                                 ---------------

          (c)  Interest earned on and retained in the
               Collection Account and interest earned on the
               Cash Reserve Account and transferred into the
               Collection Account for the Due Period on the
               related Deposit Date was .......................  $     19,087.04
                                                                 ---------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was...........  $ 1,410,443.68
                                                                 ---------------

          (e)  The amount of Available Funds used
               to purchase additional Auto Loans during
               the related Due Period was......................  $     -0-
                                                                 ---------------

          (f)  The amount of Available Funds and
               interest earned on the Collection
               Account remaining after the purchase
               of additional Auto Loans with respect
               to the related Due Period [d-e] is..............  $  1,410,443.68
                                                                 ---------------

     13.  Disbursements to be made on the related Distribution Date.
               The Certificate Rate is 6.50%.

          (a)  The amount of the aggregate Monthly
               Servicing Fee to be paid to the Servicer
               on such Distribution Date is....................  $     84,005.59
                                                                 ---------------

          (b)  The amount of the aggregate Monthly
               Subrogation Amount to be paid to the
               Master Administrator on such
               Distribution date is............................  $     -0-
                                                                 ---------------

          (c)  The amount of the Monthly Administrator
               Fee to be paid to the Master Administrator
               on such Distribution Date is....................  $     26,652.42
                                                                 ---------------


                                       5
<PAGE>

          (d)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Investor
               Certificates at the Certificate Rate,
               including any Shortfall so allocable is.........  $    135,400.48
                                                                 ---------------

          (e)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes payments in
               reduction of principal with respect
               to the Investor Certificates is ................  $    870,302.24
                                                                 ---------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is.....  $  1,005,702.72
                                                                 ---------------

          (g)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Seller
               Certificate at the Certificate Rate is..........  $     15,044.50
                                                                 ---------------

          (h)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes a reduction of principal
               with respect to the Seller Certificate is.......  $     96,700.24
                                                                 ---------------

          (i)  The amount to be deposited in
               the Cash Reserve Account is.....................  $    112,158.66
                                                                 ---------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Reinvestment Amount and the
               Partial Payment Amount is.......................  $     70,179.55
                                                                 ---------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h) is...........  $     -0-
                                                                 ---------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is............  $    111,744.74
                                                                 ---------------


                                       6
<PAGE>

     14.  Investor and Seller Certificate Principal Balance (end of Due Period).

          (a)  The Investor Certificate Principal Balance
               as of  December 31, 1996 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was................  $ 24,126,708.92
                                                                 ---------------

          (b)  The Seller Certificate Principal Balance as of
               December 31, 1996 (after giving effect to the
               disbursements in reduction of principal, if any,
               on the immediately preceding Distribution
               Date or the effect of the computation of the
               Individual Sold Balance relating to the purchase
               of additional Auto Loans during the
               Interest-Only Period in accordance with the
               terms of the
               Pooling and Servicing Agreement) was............  $  2,680,745.44
                                                                 ---------------

     15.  Events of Administrator Termination.

          No event has occurred and is continuing which constitutes
          an Event of Administrator Termination or would constitute
          an Event of Administrator Termination but for the
          requirement that notice be given or time elapse or both
          [except as disclosed on the attached Annex A].


                                       7
<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 15th day of Janaury 1997.


                                        NYLIFE SFD Holding INC.
                                          as Master Administrator



                                        By: /s/Scott Drath
                                            -----------------------------
                                            Name:     Scott Drath
                                            Title:    Vice President


                                       8
<PAGE>

                                     ANNEX A
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED Janaury 15, 1997


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       9
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED Janaury 15, 1997


     In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:


     1.   Aggregate Principal Balance of the Auto Loans.

          As of December 31, 1996 [the close of business on the last day of the
          Due Period]

           Number of Days        Number of             Aggregate Principal
            Delinquent           Auto Loans           Balance of Auto Loans
            ----------           ----------           ---------------------
          current (0-29)               1818                $19,320,792
               30 - 59                  269                  3,071,004
               60 - 89                  108                  1,255,645
              90 - 120                   50                    526,263
              over 120                  463                  4,040,366
                                -----------                -----------
          Totals:                     2,708                $28,214,070
                                ===========
                                            
          Aggregate Principal Balance of Defaulted
            Auto Loans at December 31, 1996                          (1,406,616)
                                                                 ---------------

          Aggregate Principal Balance allocable
            to Certificateholders                                    $26,807,454
                                                                 ---------------

     2.   Total Amounts Collected during the Due
          Period and Deposited into the Collection Account.

          (a)  The total amount of Payments collected
               on the Auto Loans and deposited into the
               Collection Account for the Due Period was.......  $  1,030,517.34
                                                                 ---------------

          (b)  The total amount of Recoveries on
               Defaulted Auto Loans collected on the
               Auto Loans and deposited into the
               Collection Account for the Due Period was.......  $    186,102.08
                                                                 ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]............  $  1,216,619.42
                                                                 ---------------


                                       10
<PAGE>

     3.   Defaulted Auto Loans.

          Auto Loans that became Defaulted Auto Loans during the Due Period:

               Number of             Aggregate Principal
               Auto Loans           Balance of Auto Loans
               ----------           ---------------------
                  28                    $352,162.19

     4.   The information specified in item 13(d) through (f)
          stated on the basis of $1,000 Initial Principal Amount.
                    The Certificate Rate is 6.5%

          (a)  The amount of the aggregate distribution to 
               be made on such Distribution Date which 
               constitutes interest on the Investor Certificates 
               at the Certificate Rate, including any 
               Shortfall so allocable stated on the basis of
               $1,000 Initial Principal Amount is .............  $      4.100560
                                                                 ---------------

          (b)  The amount of the aggregate distribution to 
               be made on such Distribution Date which 
               constitutes payments in reduction of principal 
               with respect to the Investor Certificate on the
               basis of $1,000 Initial Principal Amount is ....  $     26.356821
                                                                 ---------------

          (c)  The total amount of the distribution to be
               made on such Distribution Date to the Investor
               Certificateholders on the basis of $1,000
               Initial Principal Amount is ....................  $     30.457381
                                                                 ---------------


                                       11
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED Janaury 15, 1997

     Calculation of Required Cash Reserve Amount as of the Janaury 21, 1996
Distribution Date.

     (i)  The Investor Certificate Principal Balance equals $24,997,011.16

     (ii) Required Reserve Percentage equals 10%.

    (iii) The Required Cash Reserve Amount equals (the product of (i) and (ii))
          $2,499,701.12

     For purposes of this Annex C, the following term shall have the following
meaning:

     "Required Reserve Percentage" means:

     (a)  for any Payment Date on which there is not an uncured Reserve
          Requirement Event, 5%;

     (b)  if the Three-Month Delinquency Ratio for any Due Period exceeds 4% (a
          "Three Month Delinquency Test"), the Required Reserve Percentage on
          each succeeding Payment Date shall be 10%; provided, however, that if,
          for any Due Period following the third Due Period following the
          occurrence of a Three Month Delinquency Test, the Three Month
          Delinquency Ratio is less than 4% (a "Three Month Delinquency Cure"),
          the provisions of this clause (b) shall no longer apply until another
          Three Month Delinquency Test occurs;

     (c)  if the Delinquency Ratio for any Due Period exceeds 6% (a "Delinquency
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the less
          than 6% (a "Delinquency Cure"), the provisions of this clause (c)
          shall no longer apply until another Delinquency Test occurs;

     (d)  if the Gross Loss Ratio for any Due Period exceeds 18% (a "Loss
          Test"), the Required Reserve Percentage on each succeeding Payment
          Date shall be 10%; provided, however, that if, for any Due Period
          following the third Due Period following the occurrence of the Loss
          Test, the Three Month Gross Ratio is less than 18% (a "Loss Cure"),
          the provisions of this clause (d) shall no longer apply until another
          Test occurs;


                                       12
<PAGE>

     (e)  if the Three-Month Gross Loss Ratio for any Due Period exceeds 14.5%
          (a "Three Month Loss Test"), the Required Reserve Percentage on each
          succeeding Payment Date shall be 10%; provided however, that if, for
          any Due Period following the occurrence of a Three Month Loss Test,
          the Three Month Gross Loss Ratio is less than 14.5% (a "Three Month
          Loss Cure"), the provisions of this clause (e) shall no longer apply
          until another Three Month Loss Test occurs.

     (f)  if 20% of more of eligible claims of the Auto Loans Protection Policy
          are not paid by the Insurance Companies within the time specified
          therein, the Required Reserve Percentage on each succeeding Payment
          Date shall be 10% as of the close of business on the last day of the
          preceding Due Period;


                                       13

<PAGE>

                                   ANNEX C.1

Cummulative:                                                             Ratios
                                                                         ------

1.   Delinquency Ratio:

     December Principal Balance 60+ days (   =     1,958,470.00  =         6.94%
     -------------------------------------        -------------
      December Aggregate Principal Balance        28,214,069.89

2.   Three Month Delinquency Ratio:

     Sum of Oct-December Principal Balances
               60+ days (net)                =     5,197,856.76  =         5.95%
     -------------------------------------        -------------
     Sum of Oct-December Principal Balances       87,303,802.66

3.   ALPI Claims Payment Test:

       Aggregate Principal Balance of
     ALPI Claims not paid within timefra     =       483,528.63  =        33.55%
     -------------------------------------        -------------
     Principal Balance of Eligible Claims          1,441,328.27

4.   Gross Loss Ratio:

       Twelve times the:
     December Principal Balance of Defaulted
          Auto Loans repossessed             =       788,165.40  =        33.52%
     -------------------------------------        -------------
      December Aggregate Principal Balance        28,214,069.89

5.   Three month Gross Loss Ratio:

       Twelve times the:
     Sum of Oct-December Principal Balances
       of Defaulted Auto Loans repossessed   =     2,290,057.64  =        31.48%
     -------------------------------------        -------------
     Sum of Oct-December Principal Balances       87,303,802.66


Monthly:

4a.  Gross Loss Ratio:

       Twelve times the:
     December Principal Balance of Defaulted
          Auto Loans repossessed             =       298,750.96  =        12.71%
     -------------------------------------        -------------
      December Aggregate Principal Balance        28,214,069.89

5.a  Three month Gross Loss Ratio:

       Twelve times the:
     Sum of Oct-December Principal Balances
       of Defaulted Auto Loans repossessed   =     1,282,383.38  =        17.63%
     -------------------------------------        -------------
     Sum of Oct-December Principal Balances       87,303,802.66




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