AUTO FUNDING II L P
10-Q, 1997-07-29
ASSET-BACKED SECURITIES
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


     (Mark One)

     [X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

     For the quarterly period ended June 30, 1997

                                       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 
                            ---------------------
               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 [ ]



<PAGE>


                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------
Part I       Financial Information

Item 1.      Financial Statements                                          3
Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations Properties                3

Part II      Other Information

Item 1.      Legal Proceedings                                             4
Item 2.      Changes in Securities                                         4
Item 3.      Defaults Upon Senior Securities                               4
Item 4.      Submission of Matters to a Vote of Security Holders           4
Item 5.      Other Information                                             4
Item 6.      Exhibits and Reports on Form 8-K                              4-5

Signatures                                                                 6


                                       2
<PAGE>

                                     PART I

Item 1.   Financial Statements

Not applicable.

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations

Not applicable.


Item 5.   Other Information

Not applicable.


                                       3
<PAGE>

                                     PART II

Item 1.   Legal Proceedings

None.

Item 2.   Changes in Securities

None.

Item 3.   Defaults on Senior Securities

None.

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

None.

Item 5.   Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

          The following reflects all applicable Exhibits required under Item 601
          of Regulation S-K;

          (99)   Additional Exhibits

          (99.1) Trust - 1

          Master Administrator Report dated May 20, 1997 for the Due Period
          beginning on February 1, 1997 and ending on April 30, 1997, (ii)
          Servicer Report for the period beginning May 1, 1997 and ending 
          on May 31, 1997 (iii) Servicer Report for the period beginning
          June 1, 1997 and ending on June 30, 1997.

          (99.2) Trust - 2

          Master Administrator Reports dated (i) May 20, 1997 for the Due 
          Period beginning on April 1, 1997 and ending on April 30, 1997, 
          (ii) June 20, 1997 for the Due period beginning on May 1, 1997 
          and ending on May 31, 1997, (iii) July 21, 1997 for the Due 
          Period beginning on June 1, 1997 and ending on June 30, 1997.


                                       4
<PAGE>

          (99.3) Trust - 3

          Master Administrator Reports dated (i) May 20, 1997 for the Due 
          Period beginning on April 1, 1997 and ending on April 30, 1997, 
          (ii) June 20, 1997 for the Due Period beginning on May 1, 1997 
          and ending on May 31, 1997, (iii) July 21, 1997 for the Due 
          Period beginning on June 1, 1997 and ending on June 30, 1997.

(b)       Reports on Form 8-K

          None.


                                       5
<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 on August 29, 1997.



                            NYLIFE SFD Holding Inc., on behalf of
                            NAFCO Auto Trust-1, NAFCO Auto Trust-2, and 
                            NAFCO Auto Trust-3


                            By:  NYLIFE Depositary Corporation
                                 General Partner 

                                 By:  /s/ Kevin M. Micucci
                                      -----------------------------------
                                            Kevin M. Micucci
                                             Principal Executive Officer

                                   By:  /s/ Scott J. Drath
                                        -----------------------------------
                                            Scott J. Drath
                                             VP and Controller of the 
                                             General Partner


            
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.                Description                                    Page #

99.1                       Master Administrator Reports                    8-31
                           for Trust - 1
                           Servicer Reports May, June
                           1997
99.2                       Master Administrator Reports                   32-67
                           for Trust - 2
99.3                       Master Administrator Reports                   68-103
                           for Trust - 3

<PAGE>

                                 SERVICER REPORT

                              NAFCO AUTO TRUST - 1
- --------------------------------------------------------------------------------
          FOR THE PERIOD BEGINNING MAY 1, 1997 AND ENDING MAY 31, 1997

      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 6/12/97.

4.1   Principal Reconciliation:

<TABLE>
<CAPTION>
                                                        Number of Accounts          Aggregate Prin Balance
                                                        ------------------       ------------------------------
            <S>                                         <C>                      <C>          
            Ending Balance 4/30/97                            444                                $2,475,338.14
            Principal Payments                                                                     ($81,259.38)
            Prepayment of Principal                           -16                                  ($52,523.05)
            Insurance Proceeds                                                                      ($1,728.00)
            Redeemed Repos this Reporting Period               0                                         $0.00
            Force-Closed                                       0                                       ($38.20)
            Net Aggregate Principal Balance of                                                           $0.00
               Defaulted Auto Loans during 5/97               -6                                   ($43,913.30)
                                                        ==================       ==============================

            Ending Balance 5/31/97                            422                                $2,295,876.21
</TABLE>

4.12  Defaulted Principal Reconciliation

<TABLE>
<CAPTION>
                                                        Number of Accounts               Aggregate Prin Balance
                                                        ------------------       ------------------------------
            <S>                                         <C>                                  <C>         
            Ending Balance 4/30/97                            92                                   $441,567.12
            New Repossessions                                  8                                    $64,104.06
            New Skips                                          0                                         $0.00
            New Gap                                            0                                         $0.00
            New Repo Prev. Redeemed                            0                                         $0.00
            Recoveries on Defaulted Auto Loans                -1                                   ($14,277.57)
            Repos Redeemed During Reporting Period             0                                         $0.00
            Charge Off/ Forced Close/ Repurchased             -1                                    ($4,385.69)
            New Repo Prev Reported as Skip                    -2                                    $20,190.76)
                                                        ==================       ==============================

           Ending Balance 5/31/97                             96                                   $466,817.16
</TABLE>


                                     1
<PAGE>

      5     AGGREGATE PRINCIPAL BALANCE OF THE AUTO LOANS

            a. AS of 4/30/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
              <S>                       <C>                     <C>          
              current (0 - 29)                  345                           $1,925,704.10
                 30 - 59                         52                             $342,806.78
                 60 - 89                         15                              $78,357.54
                 90 - 119                         6                              $18,908.75
                over l20                        118                             $551,128.09
                                        ===================     ============================

                   Totals:                      536                           $2,916,905.26

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 4/30/97                              ($441,567.12)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 4/30/97
            (Net of Defaulted Auto Loans)                                     $2,475,338.14
                                                                ============================
</TABLE>

            b. AS of 5/31/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
              <S>                       <C>                           <C>          
              current (0 - 29)                  315                           $1,696,006.83
                 30 - 59                         57                             $372,825.86
                 60 - 89                         17                              $98,812.46
                 90 - 119                         9                              $48,381.75
                over 120                        120                             $546,666.47
                                        ===================     ============================

                   Totals:                      518                           $2,762,693.37

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 5/31/97                              ($466,817.16)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 5/31/97
            (Net of Defaulted Auto Loans)                                     $2,295,876.21
                                                                ============================
</TABLE>


                                     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         
            ----------                           ---------------------------- 
                 8      Repossessions                              $64,104.06
                 0      Skip Claim Filed                                $0.00
                 O      Gap Claim Filed                                 $0.00
                 0      Repo Redeemd now repo                           $0.00
                -2      prev skip now repo                        ($20,190.76)
            ==========                           ============================ 

                 6      Total                                      $43,913.30

         b. Outstanding Defaulted Auto Loans as of 5/31/97

            Number of                            Aggregate Principal Balance  
            Auto Loans                                  of Auto Loans         
            ----------                           ---------------------------- 
                84      Repossessions                             $389,565.89
                 6      Skip Claims Filed                          $58,844.34
                 3      Gap Claim Filed                             $1,408.65
                 3      repo red from pr period                    $16,998.28
            ==========                           ============================ 

                96            Total                               $466,817.16

      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
            -----------  -----------------------  ----------------------------
                 0                         $0.00       Term Extended 1 month


                                     3
<PAGE>

      8.    REPURCHASED AUTO LOANS

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

<TABLE>
<CAPTION>
                                Number of    Aggregate Principal Balance
                  Party        Auto Loans          of Auto Loans             Aggregate Repurchase Price
            ----------------  -------------  ----------------------------  ------------------------------ 
            <S>               <C>            <C>                           <C>  
            Seller
            
            Originator              0                            $0.00                              $0.00

            Master Servicer
                              =============  ============================  ============================== 

            Totals:                 0                            $0.00                              $0.00
</TABLE>


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

                       2          Proceeds from                       $4,500.00
                                  sale of collateral

                     N/A          Proceeds from                       $7,718.36
                                  insurance claims

                     N/A          Non-Cash insurance                N/A
                                  deductible claims

                     N/A          Paid Ahead/Behind                     ($46.99)

                     N/A          Payments / (Reversals)              $3,244.42

                       0          Proceeds from                           $0.00
                                  Repurchase
            ===================                             ====================
                       2                                             $15,415.79

      10.   REPOSSESSION INFORMATION

<TABLE>
<CAPTION>
                                 Number of    Aggregate Principal Balance
                  Action        Auto Loans          of Auto Loans             Aggregate Amount Realized
            ----------------   -------------  ----------------------------  ------------------------------ 
            <S>                <C>            <C>                          <C>
            Repossession            8                    $64,104.06

            Disposed of after
            Repossession  *         2                                                          $4,500.00

            Repossessions
            Redeemed                2                     $7,150.62
                               =============  ============================  ============================== 
            Totals:                 10                   $71,254.68                            $4,500.00
</TABLE>


                                      4
<PAGE>

<TABLE>

<S>                                                                                       <C>
11. LOSSES

 a. The aggregate outstanding Principal Balance of Auto Loans written-off
    during the Reporting Period was. . . . . . . . . . . . . . . . . . . . . . . . . . .  $                            $38.20
    [Force Closed = $38.20]                                                               -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                            $38.20
                                                                                          -----------------------------------

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                        $32,004.90
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . .  $                        $81,259.38
                                                                                          -----------------------------------

 c. The aggregate portion of Payments collected on the Auto Loans allocable
    to Prepayments* during the Reporting Period was. . . . . . . . . . . . . . . . . . .  $                        $55,099.25
    [ Prin $52523.05  Int $2576.20]                                                       -----------------------------------

 d. Insurance Proceeds received on Active Auto Loans . . . . . . . . . . . . . . . . . .  $                         $1,728.00
    [ Prin $1728.00 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. . . . . . . . . . .  $                        $15,415.79
    [Prin..$14277.57 Int...$1138.22]                                                      -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $185,507.32
                                                                                          -----------------------------------

 g. Total Late charges Received. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $2,225.43
                                                                                          -----------------------------------

 h. Extension Fees on Precomputed Auto Loans. . . . . . . . . . . . . . . . . . . . . .   $                             $0.00
                                                                                          -----------------------------------

 i. Excess Funds on Paid-Off Accounts . . . . . . . . . . . . . . . . . . . . . . . . .   $                            $85.07
    108002110205000070   $85.07                                                           -----------------------------------
    

 j. Repurchase Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                         $4,385.69
                                                                                          -----------------------------------

 k. Total Cash Received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                       $192,203.51
                                                                                          ===================================

 l. The aggregate portion of Insurance Deductible allocable to Defaulted
    Auto Loan proceeds during the Reporting Period was. . . . . . . . . . . . . . . . .   $                             $0.00
    [prin $0.00  int $0.00]                                                               -----------------------------------

 m. The aggregate portion of Insurance Deductible allocable to Active
    Auto Loan proceeds during the Reporting Period was. . . . . . . . . . . . . . . . .    $                             $0.00
    [prin $0.00  int $0.00]                                                                -----------------------------------
</TABLE>


                                      5
<PAGE>

<TABLE>

<S>                                                                                       <C>
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 . . . . . . . . . . . . .  $                         $3,817.74
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $1,112.72
                                                                                          -----------------------------------

 c. The Servicer Variable Amount with respect to the calendar month
    immediately preceding the date of this Servicer Report was. . . . . . . . . . . . .   $                         $1,043.10
                                                                                          -----------------------------------

 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]. . . . . . . . .   $                         $4,144.04
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                        $10,117.60
                                                                                          -----------------------------------
</TABLE>


                                      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, June 12, 1997.


                                      Electronic Data Systems Corporation
                                      as Servicer


                                      By: /s/ Joanne P. McGrath
                                         ------------------------------------
                                      Joanne P. McGrath, Senior Manager
                                      Electronic Data Systems Corporation
                                      Consumer Asset Management Division


                                      7
<PAGE>

                                 SERVICER REPORT

                              NAFCO AUTO TRUST - 1
- --------------------------------------------------------------------------------
         FOR THE PERIOD BEGINNING JUNE 1, 1997 AND ENDING JUNE 30, 1997

      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 7/13/97.

4.1  Principal Reconciliation:

<TABLE>
<CAPTION>
                                                        Number of Accounts          Aggregate Prin Balance
                                                        ------------------       ------------------------------
            <S>                                         <C>                      <C>          
             Ending Balance 5/31/97                            422                               $2,295,876.21
             Principal Payments                                                                    ($75,289.23)
             Prepayment of Principal                           -19                                 ($52,203.95)
             Insurance Proceeds                                                                          $0.00
             Redeemed Repos this Reporting Period               0                                        $0.00
             Force-Closed                                       0                                      ($23.48)
             Net Aggregate Principal Balance of                                                          $0.00
                Defaulted Auto Loans during 5/97               -1                                   ($8,556.29)
                                                        ==================       ==============================

             Ending Balance 6/30/97                            402                               $2,159,803.26
</TABLE>

4.12  Defaulted Principal Reconciliation

<TABLE>
<CAPTION>
                                                        Number of Accounts               Aggregate Prin Balance
                                                        ------------------       ------------------------------
            <S>                                         <C>                      <C>         
             Ending Balance 5/31/97                           96                                   $466,817.16
             New Repossessions                                 1                                     $8,556.29
             New Skips                                         0                                         $0.00
             New Gap                                           0                                         $0.00
             New Repo Prev. Redeemed                           0                                         $0.00
             Recoveries on Defaulted Auto Loans               -1                                   ($16,794.08)
             Repos Redeemed During Reporting Period            0                                         $0.00
             Charge Off/ Forced Close/ Repurchased             0                                         $0.00
             New Repo Prev Reported as Skip                    0                                         $0.00
                                                        ==================       ==============================

             Ending Balance 6/30/97                           96                                   $458,579.37
</TABLE>


                                      1
<PAGE>

      5     AGGREGATE PRINCIPAL BALANCE OF THE AUTO LOANS

         a. AS of 5/31/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
            <S>                         <C>                     <C>          
              current (0 - 29)                  315                           $1,696,006.83
                 30 - 59                         57                             $372,825.86
                 60 - 89                         17                              $98,812.46
                 90 - 119                         9                              $48,381.75
                over l20                        120                             $546,666.47
                                        ===================     ============================

                   Totals:                      518                           $2,762,693.37

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 5/31/97                              ($466,817.16)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 5/31/97
            (Net of Defaulted Auto Loans)                                     $2,295,876.21
                                                                ============================
</TABLE>

         b. AS of 6/30/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
            <S>                         <C>                     <C>          
              current (0 - 29)                  285                           $1,532,016.66
                 30 - 59                         53                             $335,427.98
                 60 - 89                         19                              $93,152.61
                 90 - 119                        13                              $79,720.27
                over 120                        128                             $578,065.11
                                        ===================     ============================

                   Totals:                      498                           $2,618,382.63

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 5/31/97                              ($458,579.37)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 5/31/97
            (Net of Defaulted Auto Loans)                                     $2,159,803.26
                                                                ============================
</TABLE>


                                      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         
            ----------                           ---------------------------- 
                 1      Repossessions                               $8,556.29
                 0      Skip Claims Filed                               $0.00
                 O      Gap Claim Filed                                 $0.00
                 0      Repo Redeemd now repo                           $0.00
                 0      prev skip now repo                              $0.00
            ==========                           ============================ 
                                                                   
                 1      Total                                       $8,556.29
                                                                  
         b.    Outstanding Defaulted Auto Loans as of 6/30/97

            Number of                            Aggregate Principal Balance  
            Auto Loans                                  of Auto Loans         
            ----------                           ---------------------------- 
                84      Repossessions                             $382,182.80
                 6      Skip Claims Filed                          $58,844.34
                 3      Gap Claim Filed                             $1,408.65
                 3      repo red from pr period                    $16,143.58
            ==========                           ============================ 

                96      Total                                     $458,579.37

      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
            -----------  -----------------------  ----------------------------
                1                     $5,515.49       Term Extended 1 month


                                      3
<PAGE>

      8.    REPURCHASED AUTO LOANS

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

<TABLE>
<CAPTION>
                                Number of    Aggregate Principal Balance
                  Party        Auto Loans          of Auto Loans             Aggregate Repurchase Price
            ----------------  -------------  ----------------------------  ------------------------------ 
            <S>               <C>            <C>                           <C>  
            Seller
            
            Originator              0                            $0.00                              $0.00

            Master Servicer
                              =============  ============================  ============================== 

            Totals:                 0                            $0.00                              $0.00
</TABLE>

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

                       4          Proceeds from                      $11,560.00
                                  sale of collateral

                     N/A          Proceeds from                       $4,548.11
                                  insurance claims

                     N/A          Non-Cash insurance                 N/A
                                  deductible claims

                     N/A          Paid Ahead/Behind                    ($190.39)

                     N/A          Payments / (Reversals)              $1,753.30

                       0          Proceeds from                           $0.00
                                  Repurchase
            ===================                             ====================

                       4                                             $17,671.02

      10.   REPOSSESSION INFORMATION

<TABLE>
<CAPTION>
                                Number of    Aggregate Principal Balance
                  Action        Auto Loans          of Auto Loans             Aggregate Amount Realized
            ----------------  -------------  ----------------------------  ------------------------------ 
            <S>               <C>            <C>                            <C>
            Repossession             1                    $8,556.29

            Disposed of after
            Repossession *           4                                                      $11,560.00

            Repossessions
            Redeemed                 0                        $0.00
                              =============  ============================  ============================== 

            Totals:                  5                    $8,556.29                         $11,560.00
</TABLE>


                                        4
<PAGE>

<TABLE>

<S>                                                                                       <C>
11. LOSSES

 a. The aggregate outstanding Principal Balance of Auto Loans written-off
    during the Reporting Period was . . . . . . . . . . . . . . . . . . . . . . . . . .   $                            $23.48
    [ Force Closed = $23.48]                                                              -----------------------------------

 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                            $23.48
                                                                                          -----------------------------------

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                        $30,617.37
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . .  $                        $75,289.23
                                                                                          -----------------------------------

 c. The aggregate portion of Payments collected on the Auto Loans allocable
    to Prepayments* during the Reporting Period was. . . . . . . . . . . . . . . . . . .  $                        $54,412.00
    [ Prin  $52203.95  Int $2208.05]                                                       ----------------------------------

                                                                                          
 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. . . . . . . . . . .  $                        $17,671.02
    [Prin..$16794.08 Int...$876.94]                                                       -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $177,989.62
                                                                                          -----------------------------------

 g. Total Late charges Received. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $1,826.64
                                                                                          -----------------------------------

 h. Extension Fees on Precomputed Auto Loans. . . . . . . . . . . . . . . . . . . . . .   $                            $37.51
                                                                                          -----------------------------------

 i. Excess Funds on Paid-Off Accounts . . . . . . . . . . . . . . . . . . . . . . . . .   $                           $815.17
    108002020230000016  $164.67  108021112142004874 $135.50                               -----------------------------------
    108021112142004874  $265.00
    108021112105003495  $100.00  108004110405004640 $150.00


 j. Repurchase Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                             $0.00
                                                                                          -----------------------------------

 k. Total Cash Received. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $180,668.94
                                                                                          ===================================

 l. The aggregate portion of Insurance Deductible allocable to Defaulted
    Auto Loan proceeds during the Reporting Period was . . . . . . . . . . . . . . . . .  $                             $0.00
    [prin $0.00  int $0.00]                                                               -----------------------------------

 m. The aggregate portion of Insurance Deductible allocable to Active
    Auto Loan proceeds during the Reporting Period was . . . . . . . . . . . . . . . . .   $                             $0.00
    [prin $0.00  int $0.00]                                                                -----------------------------------
</TABLE>


                                        5
<PAGE>

<TABLE>

<S>                                                                                       <C>
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 . . . . . . . . . . . . .  $                         $7,007.38
                                                                                          -----------------------------------

 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                           $913.32
                                                                                          -----------------------------------

 c. The Servicer Variable Amount with respect to the calendar month
    immediately preceding the date of this Servicer Report was . . . . . . . . . . . . .  $                           $994.35
                                                                                          -----------------------------------

 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] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $3,927.57
                                                                                          -----------------------------------

 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                        $12,842.62
                                                                                          -----------------------------------
</TABLE>


                                        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, July 13, 1997.


                                     Electronic Data Systems Corporation 
                                     as Servicer


                                     By: /s/ Joanne P. McGrath
                                        --------------------------------------
                                     Joanne P. McGrath, Senior Manager
                                     Electronic Data Systems Corporation
                                     Consumer Asset Management Division


                                        7
<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 1

                        For the May 20, 1997 Distribution Date

                       For period beginning on February 1, 1997
                   and ending on April 30, 1997 (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.

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

    1.        The date of this Report is May 16, 1997.

    5.   POOL FACTOR.

         (a)  The Pool Factor with respect to
              February 1, 1997 was . . . . . . . . . . . . . . . 0.28000538
                                                                 ----------

         (b)  The Pool Factor with respect to
              April 30, 1997 was . . . . . . . . . . . . . . . . 0.22359999
                                                                 ----------

    6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING OF DUE
         PERIOD).

         (a)  The Investor Certificate Principal
              Balance as of February 1, 1997
              (after giving effect to the disbursements
              in reduction of principal, if any,
              on the immediately preceding
              Distribution Date) was . . . . . . . . . . . . . . $ 2,866,975.14
                                                                  -------------


                                       1
<PAGE>

         (b)  The Seller Certificate Principal
              Balance as of February 1, 1997
              (after giving effect to the
              disbursements in reduction
              of principal, if any, on the
              immediately preceding Distribution
              Date) was. . . . . . . . . . . . . . . . . . . . . $  232,792.55
                                                                  ------------

    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 . . . . . . . . . . $  143,348.76
                                                                  ------------

         (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 . . . . . . . . . . $  172,380.37
                                                                  ------------

         (c)  The amount to be deposited to
              (withdrawn from) the Available
              Cash Reserve Amount with respect
              to the current Distribution Date
              was. . . . . . . . . . . . . . . . . . . . . . . . $ (29,031.61)
                                                                  ------------

         (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 . . . . . . . . . . $  143,348.76
                                                                  ------------


                                       2
<PAGE>

    9.   AGGREGATE MONTHLY SERVICING FEE.

         (a)  The aggregate Monthly Servicing Fee
              paid to the Servicer on the March 19,
              1997 Monthly Fee Date and the April 18,
              1997 Monthly Fee Date was. . . . . . . . . . . . . $   22,550.73
                                                                  ------------

         (b)  The Monthly Servicing Fee owing
              to the Servicer on the related
              Distribution Date is . . . . . . . . . . . . . . . $   12,692.38
                                                                  ------------

         (c)  The total Monthly Servicing Fee paid
              or payable to the Servicer in respect
              of such Due Period [a+b] is. . . . . . . . . . . . $   35,243.11
                                                                  ------------

    10.  AGGREGATE MONTHLY SUBROGATION AMOUNT.

         (a)  The aggregate Monthly Subrogation
              Amount paid to the Master
              Administrator on the March 19, 1997
              Monthly Fee Date and the April 18,
              1997 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 March 19, 1997 Monthly
              Fee Date and the April 18, 1997
              Monthly Fee Date was . . . . . . . . . . . . . . . $    8,406.85
                                                                  ------------

         (b)  The Monthly Administrator Fee owing
              on the related Distribution Date is. . . . . . . . $    4,951.40
                                                                  ------------

         (c)  The total Monthly Administrator Fee
              paid or payable to the Master Administrator
              in respect of such Due Period [a+b] is . . . . . . $   13,358.25
                                                                  ------------


                                       3
<PAGE>

    12.  AVAILABLE FUNDS.

         (a)  The amount of Available Funds with
              respect to the related Due Period was. . . . . . . $   753,286.71
                                                                  ------------

         (b)  The amount of Available Funds with
              respect to the immediately preceding
              Due Period that were retained in the
              Collection Account was . . . . . . . . . . . . . . $   31,629.93
                                                                  ------------

         (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. . . . . . . . . . $    8,930.61
                                                                  ------------

         (d)  Total distributable funds with
              respect to the related Due Period
              [a+b+c] was. . . . . . . . . . . . . . . . . . . . $  793,847.25
                                                                  ------------

         (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 March 19,
              1997 Monthly Fee Date and the April
              18, 1997 Monthly Fee Date was. . . . . . . . . . . $   30,957.58
                                                                  ------------

         (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. . . . . . . . . . . $  762,889.67
                                                                  ------------


                                       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 . . . . . . . . . . . . . . . . . . . . . . . . $   12,692.38
                                                                  ------------

         (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 . . . . . . . . . . . . . . . $    4,951.40
                                                                  ------------

         (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. . . . . . . . . . . $   62,715.08
                                                                  ------------

         (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. . . . . . . . . . . . . . . . . . $  577,534.89
                                                                  ------------

         (f)  The total amount of the
              distribution to be made on such
              Distribution Date to the Investor
              Certificateholders [d+e] is. . . . . . . . . . . . $  640,249.97
                                                                  ------------

         (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 . . . . . . . . . . . . $    5,092.34
                                                                  ------------

         (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. . . . . . . . . . . . . $   46,894.66
                                                                  ------------


                                       5
<PAGE>

         (i)  The amount to be deposited(withdrawn) from
              the Cash Reserve Account is. . . . . . . . . . . . $ (29,031.61)
                                                                  ------------

         (j)  The amount to be retained in
              the Collection Account with the
              respect to the Partial Payment
              Amount is. . . . . . . . . . . . . . . . . . . . . $   20,868.89
                                                                  ------------

         (k)  The amount to be disbursed to
              the Seller Certificateholder
              (other than the amounts referred
              to in clauses (g) and (h) is. . . . . . . . .  . . $   61,171.64
                                                                  ------------

         (l)  The total amount of the
              distribution to be made to the
              Seller Certificateholders [g+h+k] is . . . . . . . $  113,158.64
                                                                  ------------

    14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

         (a)  The Investor Certificate Principal
              Balance as of April 30, 1997
              (after giving effect to the
              disbursements in reduction of
              principal, if any, made on the
              related Distribution Date) is. . . . . . . . . . . $2,289,440.25
                                                                  ------------

         (b)  The Seller Certificate Principal
              Balance as of April 30, 1997
              (after giving effect to the
              disbursements in reduction
              of principal, if any, on the
              related Distribution Date) is. . . . . . . . . . . $  185,897.89
                                                                  ------------

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 16th day of May 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 May 16, 1997


                          EVENT OF ADMINISTRATOR TERMINATION


                                         None


                                          8
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                  DATED May 16, 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 April 30, 1997 [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)                345               $ 1,925,704
                    30 - 59                  52                   342,807
                    60 - 89                  15                    78,358
                   90 - 120                   6                    18,909
                   over 120                  118                  551,128
                                  --------------           --------------
              Totals:                        536              $ 2,916,906
                                  --------------
                                  --------------

              Aggregate Principal Balance of Defaulted
                Auto Loans at April 30, 1997                     (441,567)
                                                           ---------------

              Aggregate Principal Balance allocable
                to Certificateholders                         $ 2,475,339
                                                           --------------
                                                           --------------

    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. . . . . $  668,579.64
                                                                  ------------

         (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 . . . . . . . . . . . . . . $   95,468.11
                                                                  ------------

         (c)  The total amounts collected on the Auto Loans
              and deposited into the Collection Account for the
              Due Period was . . . . . . . . . . . . . . . . . . $  764,047.75
                                                                  ------------


                                       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               $112,320.43


    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 . . . . . . . . $    6.125118
                                                                  ------------

         (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. . . . $   56.405400
                                                                  ------------

         (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. . . . . . . . . . . . $   62.530518
                                                                  ------------


                                       10

<PAGE>


                           MASTER ADMINISTRATOR REPORT

            _________________________________________________________

                              NAFCO AUTO TRUST - 2

                     For the May 20, 1997 Distribution Date

                    For the period beginning on April 1, 1997
                 and ending on April 30, 1997 (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 May 16, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               April 1, 1997 was . . . . . . . . . . . . . . . . .    .45025022
                                                                     ----------

          (b)  The Pool Factor with respect to
               April 30, 1997 was  . . . . . . . . . . . . . . . .    .42389402
                                                                     ----------

     6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING OF DUE
          PERIOD).

          (a)  The Investor Certificate Principal
               Balance as of April 1, 1997
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . .  $ 16,750,658.96
                                                                ---------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of April 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution
               Date) was . . . . . . . . . . . . . . . . . . . . $  1,861,184.33
                                                                 ---------------
     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . . .           3.84%
                                                                          ------

          (b)  The Three Month Delinquency Ratio is. . . . . . .          *4.62%
                                                                          ------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . . .         *24.77%
                                                                         ------

          (d)  The Three Month Gross Loss Ratio is . . . . . . .          14.39%
                                                                          ------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . . .         *37.31%
                                                                          ------

          (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 $50,232.28 of claims which are currently in dispute.  Such disputed
claims represent 1.7% of all eligible claims.

     8.   AGGREGATE MONTHLY SERVICING FEE.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is  . . . . . . . . . . . . . . . $   74,517.02
                                                                   -------------
          (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 . . . . . . . . . . . . $  74,517.02
                                                                   -------------


                                       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 . . . . . . . . $   22,655.85
                                                                   -------------

          (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  . . . . . . $   22,655.85
                                                                   -------------

     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 . . . . .   $ 171,634.82
                                                                   ------------

              (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 . . . . .      20,950.97
                                                                   ------------

            (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 . . . . . . . . . . . . . . . . . . . . .  $  150,683.85
                                                                  -------------


                                       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 . . . . . . . $ 1,675,065.90
                                                                 --------------
               (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 . . . . . . . $ 1,748,030.13
                                                                 --------------
              (iii) The amount to be deposited to
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is . . . . . . . . $   (72,964.23)
                                                                 --------------

               (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 . . . . . . . $ 1,675,065.90
                                                                 --------------

          (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 . . . . . . . . . . . . . . . . . . $ 1,825,749.75
                                                                 --------------

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with
               respect to the related Due Period was . . . . . . $ 1,343,729.03
                                                                 --------------
          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . . $   105,616.80
                                                                 --------------

          (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. . . . . . . . . . . . . $    14,896.98
                                                                 --------------


                                       4
<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . . . $ 1,464,242.81
                                                                 --------------
          (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  . . . . . . .  $ 1,464,242.81
                                                                  --------------

     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. . . . . . . . . . .  $    74,517.02
                                                                  --------------

          (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. . . . . . . . . . .  $    22,655.85
                                                                  --------------

          (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 . . . . .  $    97,712.18
                                                                  --------------

          (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 . . . . . . . . .  $   980,529.79
                                                                  --------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . . .  $ 1,078,241.97
                                                                  --------------

          (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. . . . . .  $    10,856.91
                                                                  --------------


                                       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 . . . . $   108,947.76
                                                                 --------------

          (i)  The amount to be deposited (withdrawn) to
               the Cash Reserve Account is . . . . . . . . . . . $   (72,964.23)
                                                                 --------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is . . . . . . . . . . $   112,696.44
                                                                 --------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h)) is. . . . . . $   129,291.09
                                                                 --------------

          (l)  The total amount of the
               distribution to be made to the
                Seller Certificateholders [g+h+k] is . . . . . . $   249,095.76
                                                                 --------------

     14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

          (a)  The Investor Certificate Principal Balance
               as of April 30, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was . . . . . . . . $ 15,770,129.17
                                                                ---------------

          (b)  The Seller Certificate Principal
               Balance as of April 30,1997 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               related Distribution Date) was. . . . . . . . .   $ 1,752,236.57
                                                                 --------------

     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 16th day of May 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 May 16, 1997


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                               DATED May 16, 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 April 30, 1997 [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)         1,565            $  13,806,277
                    30 - 59             239                2,214,343
                    60 - 89              70                  647,624
                    90 - 120             39                  345,444
                    over 120            540                3,848,529
                                     ------            -------------
               Totals:                2,453            $  20,862,217
                                     ------
                                     ------

          Aggregate Principal Balance of Defaulted
            Auto Loans at April 30, 1997                  (3,339,851)
                                                      --------------

               Aggregate Principal Balance allocable
                 to Certificateholders                  $ 17,522,366
                                                      --------------
                                                      --------------

     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 . . . . $  1,112,098.10
                                                                 ---------------
          (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 . . . . $    203,600.32
                                                                 ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . . . $  1,315,698.42
                                                                 ---------------


                                       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
               ----------                   ---------------------
                    36                            $365,961.96

     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. . . . . . . . . . $  2.626460
                                                                     -----------
          (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 . . . . . $ 26.356202
                                                                     -----------

         (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 . . . . . . . . . . . . . $ 28.982662
                                                                     -----------


                                       10
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                               DATED May 16, 1997

          Calculation of Required Cash Reserve Amount as of the May 20, 1997
Distribution Date.

          (i)  The Investor Certificate Principal Balance equals $16,750,658.96.

          (ii) Required Reserve Percentage equals 10%.

         (iii) The Required Cash Reserve Amount equals (the product of (i) and
               (ii)) $1,675,065.90

          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

                                                                         Ratios
                                                                         ------
      1.    DELINQUENCY RATIO:

         April Principal Balance 60+ days (net) =      801,463.27    =    3.84%
      -----------------------------------------    ---------------
          April Aggregate Principal Balance         20,862,216.76

      2.    THREE MONTH DELINQUENCY RATIO:

         Sum of Feb. - Apr. Principal Balances
             Balances 60+ days (net)            =    3,029,886.86    =    4.62%
      -----------------------------------------    ---------------
         Sum of Feb.- Apr. Principal Balances       65,650,210.14

      3.    GROSS LOSS RATIO:

      Twelve times the:
       April Principal Balance of Defaulted
                Auto Loans repossessed          =      430,717.17    =   24.77%
      -----------------------------------------    ---------------
          April Aggregate Principal Balance         20,862,216.76

      4.    THREE MONTH GROSS LOSS RATIO:

      Twelve times the: 
       Sum of Feb. - Apr. Principal Balances
         of Defaulted Auto Loans repossessed    =      787,108.41    =   14.39%
      -----------------------------------------    ---------------
         Sum of Feb. - Apr. Principal Balances      65,650,210.14

      5.    ALPI CLAIMS PAYMENT TEST:

        Aggregate Principal Balance of
      ALPI Claims not paid within timeframe     =    1,078,259.88    =   37.31%
      -----------------------------------------    ---------------
       Principal Balance of Eligible Claims          2,890,169.25
<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 2 

                       For the June 20, 1997 Distribution Date

                       For the period beginning on May 1, 1997
                    and ending on May 31, 1997 (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 June 16, 1997.

               5.   POOL FACTOR.

                    (a)  The Pool Factor with respect to
                         May 1, 1997 was. . . . . . . . . . . . . . .  .42389402
                                                                        --------

                    (b)  The Pool Factor with respect to
                         May 31, 1997 was . . . . . . . . . . . . . .  .40305987
                                                                       ---------

               6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING
                    OF DUE PERIOD).

                    (a)  The Investor Certificate Principal
                         Balance as of May 1, 1997
                         (after giving effect to the disbursements
                         in reduction of principal, if any,
                         on the immediately preceding
                         Distribution Date) was. . . . . . . .   $ 15,770,129.17
                                                                 ---------------


                                       1
<PAGE>

         (b)  The Seller Certificate Principal
              Balance as of May 1, 1997 (after
              giving effect to the disbursements
              in reduction of principal, if any, on
              the immediately preceding Distribution
              Date) was. . . . . . . . . . . . . . . . . . . . . $  1,752,236.57
                                                                 ---------------

    7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

         (a)  The Delinquency Ratio is . . . . . . . . . . . . .           3.61%
                                                                         -------

         (b)  The Three Month Delinquency Ratio is . . . . . . .          *4.37%
                                                                         -------

         (c)  The Gross Loss Ratio is. . . . . . . . . . . . . .         *17.67%
                                                                         -------

         (d)  The Three Month Gross Loss Ratio is. . . . . . . .         *16.26%
                                                                         -------

         (e)  The percentage of eligible claims on the
              ALPI policy not paid in a timely manner
              is(*). . . . . . . . . . . . . . . . . . . . . . .         *43.80%
                                                                         -------

         (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 1.7% of all eligible claims.

    8.   AGGREGATE MONTHLY SERVICING FEE.

         (a)  The Monthly Servicing Fee owing
              to the Servicer on the related
              Distribution Date is. . . . . . . . . . . . . .  $      69,114.11
                                                               ----------------

         (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 . . . . . . . . . .  $      69,114.11
                                                               -----------------


                                       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 . . . . . . $        21,872.85
                                                               -----------------

         (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. . . . . $        21,872.85
                                                               -----------------

    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. . . . $       150,683.85
                                                              -----------------
 
              (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. . . . $        10,899.03
                                                              -----------------

             (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. . . . . . . . . . . . . . . . . . . . $       139,784.82
                                                              -----------------


                                       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. . . . . . $     1,577,012.92
                                                              -----------------

              (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. . . . . . $     1,675,065.90
                                                              -----------------

             (iii) The amount to be deposited to
                   (withdrawn from) the Available Cash
                   Reserve Amount with respect to the 
                   current Distribution Date is. . . . . . . $      (98,052.98)
                                                              -----------------

              (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. . . . . . $     1,577,012.92
                                                              -----------------

         (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. . . . . . . . . . . . . . . . . $     1,716,797.74
                                                              -----------------

    12.  AVAILABLE FUNDS.

         (a)  The amount of Available Funds with
              respect to the related Due Period was. . . . . $     1,225,550.28
                                                              -----------------

         (b)  The amount of Available Funds with
              respect to the immediately preceding
              Due Period that were retained in the
              Collection Account was . . . . . . . . . . . .  $       112,696.44
                                                               -----------------

         (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 . . . . . . . . . . .  $        14,566.12
                                                               -----------------


                                       4
<PAGE>

         (d)  Total distributable funds with respect
              to the related Due Period [a+b+c] was. . . . .  $     1,352,812.84
                                                               -----------------

         (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 . . . . . .  $     1,352,812.84
                                                               -----------------

    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 . . . . . . . . .  $        69,114.11
                                                               -----------------

         (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 . . . . . . . . .  $        21,872.85
                                                               -----------------

         (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. . . .  $        91,992.42
                                                               -----------------

         (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. . . . . . . .  $       775,093.01
                                                               -----------------

         (f)  The total amount of the distribution
              to be made on such Distribution Date
              to the Investor Certificateholders [d+e] is. .  $       867,085.43
                                                               -----------------

         (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 . . . .  $        10,221.38
                                                               -----------------


                                       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. . .  $        86,121.44
                                                               -----------------

         (i)  The amount to be deposited (withdrawn) to
              the Cash Reserve Account is. . . . . . . . . .  $      (98,052.98)
                                                               -----------------

         (j)  The amount to be retained in the
              Collection Account with respect to
              the Partial Payment Amount is. . . . . . . . .  $       111,662.47
                                                               -----------------

         (k)  The amount to be disbursed to the
              Seller Certificateholder (other than the
              amounts referred to in (g) and (h)) is . . . .  $       284,788.14
                                                               -----------------

         (l)  The total amount of the
              distribution to be made to the
              Seller Certificateholders [g+h+k] is . . . . .  $       381,130.96
                                                               -----------------

    14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

         (a)  The Investor Certificate Principal Balance
              as of May 31, 1997 (after giving
              effect to the disbursements in reduction
              of principal, if any, on the immediately
              preceding Distribution Date) was . . . . . . .  $    14,995,036.16
                                                               -----------------

         (b)  The Seller Certificate Principal
              Balance as of May 31,1997 (after
              giving effect to the disbursements in
              reduction of principal, if any, on the
              related Distribution Date) was . . . . . . . .  $     1,666,115.13
                                                               -----------------

    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 16th day of June 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 June 16, 1997


                      EVENT OF MASTER ADMINISTRATOR TERMINATION
                      -----------------------------------------

                                         None


                                       8
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                 DATED June 16, 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 May 31, 1997 [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)            1,506              $ 12,986,982
                 30 - 59                  242                 2,171,273
                 60 - 89                   70                   634,482
                 90 - 120                  36                   339,055
                 over 120                 545                 3,803,964
                                  -----------         -----------------
              Totals:                   2,399              $ 19,935,756
                                  -----------
                                  -----------
         
              Aggregate Principal Balance of Defaulted
                Auto Loans at May 31, 1997                   (3,274,605)
                                                      ------------------

              Aggregate Principal Balance allocable
                to Certificateholders                      $ 16,661,151
                                                      -----------------
                                                      -----------------


    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. . .  $       967,304.29
                                                              ------------------
 
         (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. . .  $       248,380.93
                                                              ------------------

         (c)  The total amounts collected on the Auto
              Loans and deposited into the Collection
              Account for the Due Period was [a+b] . . . . .  $     1,215,685.22
                                                              ------------------


                                       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               $234,915.94

    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. . . . . . . . . . $   2.472715
                                                                     -----------

         (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 . . . . . $  20.834153
                                                                     -----------

         (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 . . . . . . . . . . . . . $  23.306868
                                                                     -----------


                                       10
<PAGE>

                                       ANNEX C
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                 DATED June 16, 1997

         Calculation of Required Cash Reserve Amount as of the June 20, 1997
Distribution Date.

         (i)  The Investor Certificate Principal Balance equals $15,770,129.17.

         (ii) Required Reserve Percentage equals 10%.

        (iii) The Required Cash Reserve Amount equals (the product of (i) and 
              (ii)) $1,577,012.92

         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

                                                                         Ratios
                                                                         ------
1.    DELINQUENCY RATIO:

           May Principal Balance 60+ days (net) =       718,948.25  =      3.61%
      -----------------------------------------    ---------------
            May Aggregate Principal Balance          19,935,756.61

2.    THREE MONTH DELINQUENCY RATIO:

         Sum of Mar. - May  Principal Balances
             Balances 60+ days (net)            =     2,739,265.64  =      4.37%
      -----------------------------------------    ---------------
         Sum of Mar.- May  Principal Balances        62,676,341.94

3.    GROSS LOSS RATIO:

      Twelve times the:
         May Principal Balance of Defaulted
                Auto Loans repossessed          =       293,499.95  =     17.67%
      -----------------------------------------    ---------------
            May Aggregate Principal Balance          19,935,756.61

4.    THREE MONTH GROSS LOSS RATIO:

      Twelve times the: 
       Sum of Mar. - May  Principal Balances
         of Defaulted Auto Loans repossessed    =       849,402.76  =     16.26%
      -----------------------------------------    ---------------
         Sum of Mar. - May  Principal Balances       62,676,341.94

5.    ALPI CLAIMS PAYMENT TEST:

        Aggregate Principal Balance of
      ALPI Claims not paid within timeframe     =     1,330,390.41  =     43.80%
      -----------------------------------------    ---------------
       Principal Balance of Eligible Claims           3,037,586.86
<PAGE>


                           MASTER ADMINISTRATOR REPORT

            _________________________________________________________

                              NAFCO AUTO TRUST - 2

                     For the July 21, 1997 Distribution Date

                    For the period beginning on June 1, 1997
                 and ending on June 30, 1997 (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 July 16, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               June 1, 1997 was. . . . . . . . . . . . . . . . .    . 40305987
                                                                    ----------

          (b)  The Pool Factor with respect to
               June 30, 1997 was . . . . . . . . . . . . . . . .     .38274091
                                                                    ----------

     6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING OF DUE
          PERIOD).

          (a)  The Investor Certificate Principal
               Balance as of June 1, 1997
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . . $ 14,995,036.16
                                                                 ---------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of June 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution
               Date) was.. . . . . . . . . . . . . . . . . . . . $  1,666,115.13
                                                                 ---------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . . .          2.47%
                                                                        -------

          (b)  The Three Month Delinquency Ratio is. . . . . . .         *3.33%
                                                                        -------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . . .        *19.24%
                                                                        -------

          (d)  The Three Month Gross Loss Ratio is . . . . . . .        *20.64%
                                                                        -------
          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . . .        *42.64%
                                                                        -------

          (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 $44,307.28 of claims which are currently in dispute.  Such disputed
claims represent 1.4% of all eligible claims.

     8.   AGGREGATE MONTHLY SERVICING FEE.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is  . . . . . . . . . . . . . .  $    66,656.82
                                                                  --------------

          (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 . . . . . . . . . . .  $    66,656.82
                                                                  --------------


                                       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 . . . . . . $    19,562.21
                                                               --------------
          (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  . . . . $     19,562.21
                                                               ---------------

     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. . . . $    139,784.82
                                                               ---------------

               (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. . . . $     30,229.68
                                                               ---------------

               (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. . . . . . . . . . . . . . . . . . . . $    109,555.14
                                                               ---------------


                                       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. . . . . .  $  1,499,503.62
                                                                ----------------

               (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. . . . . .  $  1,577,012.92
                                                                ----------------

               (iii) The amount to be deposited to
                     (withdrawn from) the Available Cash
                     Reserve Amount with respect to the
                     current Distribution Date is. . . . . . .  $    (77,509.30)
                                                                ----------------
               (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. . . . . .  $  1,499,503.62
                                                                ----------------

          (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 . . . . . . . . . . . . . . . . .  $  1,609,058.76
                                                                ----------------

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with
               respect to the related Due Period
               was   . . . . . . . . . . . . . . . . . . . . .  $  1,123,907.82
                                                                ----------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . .  $    111,662.47
                                                                ----------------

          (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. . . . . . . . . . . .  $     13,367.32
                                                                ----------------


                                       4
<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . .  $ 1,248,937.61
                                                                ---------------
          (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. . . . . . .  $ 1,248,937.61
                                                                --------------

     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. . . . . . . . . .  $    66,656.82
                                                                --------------

          (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. . . . . . . . . .  $    19,562.21
                                                                --------------

          (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 . . . .  $    87,471.04
                                                                --------------

          (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 . . . . . . . .  $   755,926.17
                                                                --------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . .  $   843,397.21
                                                                --------------

          (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  . . . .  $     9,719.00
                                                                --------------


                                       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 . . .  $    83,991.80
                                                                --------------

          (i)  The amount to be deposited (withdrawn) to
                the Cash Reserve Account is. . . . . . . . . .  $   (77,509.30)
                                                                --------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is . . . . . . . . .  $    95,525.44
                                                                --------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h)) is. . . . .  $   207,594.43
                                                                --------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . .  $   301,305.23
                                                                --------------

     14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

          (a)  The Investor Certificate Principal Balance
               as of June 30, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . .  $ 14,239,109.99
                                                                ---------------
          (b)  The Seller Certificate Principal
               Balance as of June 30,1997 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               related Distribution Date) was. . . . . . . . .  $ 1,582,123.33
                                                                --------------

     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 16th day of July 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 July 16, 1997


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       8
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                               DATED July 16, 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 June 30, 1997 [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)         1,431            $  12,050,626
                    30 - 59             265                2,342,438
                    60 - 89              63                  583,282
                    90 - 120             39                  352,384
                   over 120             544                3,736,559
                                  ---------            -------------
               Totals:                2,342            $  19,065,289
                                  ---------
                                  ---------

               Aggregate Principal Balance of Defaulted
                 Auto Loans at June 30, 1997              (3,244,056)
                                                        ------------

               Aggregate Principal Balance allocable
                 to Certificateholders                  $ 15,821,233
                                                        ------------
                                                        ------------


     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 . . . . $   839,063.16
                                                      --------------

          (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. . . . . . . . . . . . . . . . . . $   270,752.01
                                                      --------------

          (c)  The total amounts collected on the
               Auto Loans and deposited into the
               Collection Account for the Due
               Period was [a+b]. . . . . . . . . . .  $ 1,109,815.17
                                                      --------------


                                       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
               ----------          ---------------------
                   27                    $268,906.87

     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  . . . . . .  $      2.351182
                                                                ---------------
         (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 . . . . . . . . . . . . . . . . . . .  $     20.318957
                                                                ---------------

         (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 . . . . . . . . .   $      22.670139
                                                               ----------------


                                       10
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                               DATED July 16, 1997

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

          (i)  The Investor Certificate Principal Balance equals $14,995,036.16.

          (ii) Required Reserve Percentage equals 10%.

         (iii) The Required Cash Reserve Amount equals (the product of (i) and
               (ii)) $1,499,503.62

          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

                                                                         Ratios
                                                                         ------
1.    DELINQUENCY RATIO:

          June Principal Balance 60+ days (net) =      470,322.00      =   2.47%
      -----------------------------------------    ---------------
           June Aggregate Principal Balance         19,065,289.77

2.    THREE MONTH DELINQUENCY RATIO:

         Sum of Apr. - June  Principal Balances
             Balances 60+ days (net)            =     1,990,733.52     =   3.33%
       -----------------------------------------    ---------------
         Sum of Apr.- June  Principal Balances       59,863,263.14

3.    GROSS LOSS RATIO:

      Twelve times the:
        June Principal Balance of Defaulted
                Auto Loans repossessed          =      305,649.53      =  19.24%
      -----------------------------------------    ---------------
           June Aggregate Principal Balance         19,065,289.77

4.    THREE MONTH GROSS LOSS RATIO:

      Twelve times the:
       Sum of Apr. - June  Principal Balances
         of Defaulted Auto Loans repossessed    =    1,029,866.65      =  20.64%
      -----------------------------------------    ---------------
         Sum of Apr. - June  Principal Balances     59,863,263.14

5.    ALPI CLAIMS PAYMENT TEST:

        Aggregate Principal Balance of
      ALPI Claims not paid within timeframe     =    1,315,053.84      =  42.64%
      -----------------------------------------    ---------------
       Principal Balance of Eligible Claims          3,083,861.56


<PAGE>

                             MASTER ADMINISTRATOR REPORT

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


                                NAFCO AUTO TRUST - 3

                        For the May 20, 1997 Distribution Date

                      For the period beginning on April 1, 1997
                   and ending on April 30, 1997 (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 May 16, 1997.

    5.   POOL FACTOR.

         (a)  The Pool Factor with respect to
              April 1, 1997 was. . . . . . . . . . . . . . . . . .   .63305675
                                                                     ---------

         (b)  The Pool Factor with respect to
              April 30, 1997 was. . . . . . . . . . . . . . . . .    .60277139
                                                                     ---------

    6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING OF DUE
         PERIOD).

         (a)  The Investor Certificate Principal
              Balance as of  April 1, 1997
              (after giving effect to the disbursements
              in reduction of principal, if any,
              on the immediately preceding
              Distribution Date) was . . . . . . . . . . . . . . $20,903,533.88
                                                                  -------------


                                       1
<PAGE>

         (b)  The Seller Certificate Principal
              Balance as of April 1, 1997 (after
              giving effect to the disbursements
              in reduction of principal, if any, on
              the immediately preceding Distribution
              Date) was. . . . . . . . . . . . . . . . . . . . . $2,383,003.39
                                                                  -------------

    7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

    (a)  The Delinquency Ratio is. . . . . . . . . . . . . . . . . . . * 8.54%
                                                                       -------

    (b)  The Three Month Deliquency Ratio is . . . . . . . . . . . . . * 8.46%
                                                                       -------

    (c)  The Gross Loss Ratio is . . . . . . . . . . . . . . . . . . . *23.36%
                                                                       -------

    (d)  The Three Month Gross Loss Ratio is . . . . . . . . . . . . . *18.89%
                                                                       -------

    (e)  The percentage of eligible claims on the
         ALPI policy not paid in a timely manner
         is(*) . . . . . . . . . . . . . . . . . . . . . . . . . . . . *37.31%
                                                                       -------

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

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

(*) 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
 .
         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 . . . . . . . . . . . . . . . $   74,841.94
                                                                  ------------

         (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. . . . . . . . . . . . $   74,841.94
                                                                  ------------


                                       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. . . . . . . . $   26,844.68
                                                                  ------------

         (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 . . . . . . $   26,844.68
                                                                  ------------

    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. . . . . . $  863,680.06
                                                                  ------------

              (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. . . . . . $  193,188.62
                                                                  ------------


                                       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. . . . . . . . . . . . . . . . . . . . . . $  670,491.44
                                                                  ------------
         (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. . . . . . . . $2,090,353.39
                                                                  ------------

              (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. . . . . . . . $1,916,409.44
                                                                  ------------

             (iii) The amount to be deposited to
                   (withdrawn from) the Available Cash
                   Reserve Amount with respect to the
                   current Distribution Date is. . . . . . . . . $  100,400.87
                                                                  ------------

              (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. . . . . . . . $2,016,810.31
                                                                  ------------

         (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. . . . . . . . . . . . . . . . . . . $2,687,301.75
                                                                  ------------


                                       4
<PAGE>

    12.  AVAILABLE FUNDS.

         (a)  The amount of Available Funds with
              respect to the related Due Period was. . . . . . . $1,480,090.61
                                                                  ------------

         (b)  The amount of Available Funds with
              respect to the immediately preceding
              Due Period that were retained in the
              Collection Account was . . . . . . . . . . . . . . $   72,971.09
                                                                  ------------

         (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 . . . . . . . . . . . . . . . . . $   18,773.10
                                                                  ------------

         (d)  Total distributable funds with respect
              to the related Due Period [a+b+c] was. . . . . . . $1,571,834.80
                                                                  ------------

         (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 . . . . . . . . $1,571,834.80
                                                                  ------------

    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 . . . . . . . . . . . $   74,841.94
                                                                  ------------

         (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 . . . . . . . . . . . $   26,844.68
                                                                  ------------


                                       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. . . . . . $  113,227.48
                                                                  ------------

         (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. . . . . . . . . . $1,000,022.47
                                                                  ------------

         (f)  The total amount of the distribution
              to be made on such Distribution Date
              to the Investor Certificateholders [d+e] is. . . . $1,113,249.95
                                                                  ------------

         (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 . . . . . . $   12,907.94
                                                                  ------------

         (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. . . . . $  171,502.12
                                                                  ------------

         (i)  The amount to be deposited in
              the Cash Reserve Account is. . . . . . . . . . . . $  100,407.87
                                                                  ------------

         (j)  The amount to be retained in the
              Collection Account with respect to
              the Reinvestment Amount and the
              Partial Payment Amount is. . . . . . . . . . . . . $   72,087.30
                                                                  ------------

         (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 . . . . . . . $  184,410.06
                                                                  ------------


                                       6
<PAGE>

    14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

         (a)  The Investor Certificate Principal Balance
              as of  April 30, 1997 (after giving
              effect to the disbursements in reduction
              of principal, if any, on the immediately
              preceding Distribution Date) was . . . . . . . . . $19,903,511.41
                                                                  ------------

         (b)  The Seller Certificate Principal
              Balance as of April 30, 1997 (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 . . . . . . . $2,211,501.27
                                                                  ------------

    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 16th day of May 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 May 16, 1997


                      EVENT OF MASTER ADMINISTRATOR TERMINATION

                                         None


                                       9
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                  DATED May 16, 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 April 30, 1997 [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)               1586                 $15,679,113
                    30 - 59                 255                   2,695,943
                    60 - 89                  63                     635,035
                   90 - 120                  34                     351,299
                   over 120                 591                   4,725,403
                                  -------------            ----------------
              Totals:                     2,529                 $24,086,793
                                  -------------
                                  -------------

              Aggregate Principal Balance of Defaulted
              Auto Loans at April 30, 1997                       (1,971,779)
                                                                 -----------

              Aggregate Principal Balance allocable
                to Certificateholders                           $22,115,014
                                                                 ----------
                                                                 ----------

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. . . .  $ 1,096,234.72
                                                                  ------------

         (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. . . .  $   191,551.06
                                                                  ------------

         (c)  The total amounts collected on the Auto
              Loans and deposited into the Collection
              Account for the Due Period was [a+b] . . . . . .  $ 1,287,785.78
                                                                  ------------


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

                 34               $370,364.00

    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 . . . . . . . . $    3.429058
                                                                  ------------

        (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. . . . $   30.285356
                                                                  ------------

        (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. . . . . . . . . . . . $   33.714414
                                                                  ------------


                                       11
<PAGE>

                                       ANNEX C
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                  DATED May 16, 1997

         Calculation of Required Cash Reserve Amount as of the May 20, 1997
Distribution Date.

         (i)       The Investor Certificate Principal Balance equals
                   $20,903,533.88

         (ii)      Required Reserve Percentage equals 10%.

         (iii)     The Required Cash Reserve Amount equals (the product of (i)
                   and (ii)) $2,090,353.39

         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

                                                                     Ratios
                                                                     ------
1.  DELINQUENCY RATIO:

    April Principal Balance 60+ days (net)    =     2,056,016.66  =   8.54%
    -----------------------------------------     ---------------
      April Aggregate Principal Balance            24,086,791.96

2.  THREE MONTH DELINQUENCY RATIO:

     Sum of Feb. - Apr. Principal Balances
              60+ days (net)                  =     6,388,289.11  =   8.46%
    -----------------------------------------     ---------------
     Sum of Feb.- Apr. Principal Balances          75,547,305.89

3.  GROSS LOSS RATIO:

    Twelve times the:
      April Principal Balance of Defaulted
         Auto Loans repossessed               =       468,845.49  =  23.36%
    -----------------------------------------     ---------------
      April Aggregate Principal Balance            24,086,791.96

4.  THREE MONTH GROSS LOSS RATIO:

    Twelve times the:
      Sum of Feb. - Apr. Principal Balances
      of Defaulted Auto Loans repossessed     =     1,188,956.40  =  18.89%
    -----------------------------------------     ---------------
      Sum of Feb. - Apr. Principal Balances        75,547,305.89

5.  ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
    ALPI Claims not paid within timeframe     =     1,078,259,88  =  37.31%
    -----------------------------------------     ---------------
      Principal Balance of Eligible Claims          2,890,169.25

<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 3 

                       For the June 20, 1997 Distribution Date

                       For the period beginning on May 1, 1997
                    and ending on May 31, 1997 (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 June 16, 1997.

    5.   POOL FACTOR.

         (a)  The Pool Factor with respect to
              May 1, 1997 was. . . . . . . . . . . . . . . . . .      .60277139
                                                                      ---------

         (b)  The Pool Factor with respect to
              May 31, 1997 was . . . . . . . . . . . . . . . . .      .57311153
                                                                      ---------

    6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING OF DUE
         PERIOD).

         (a)  The Investor Certificate Principal 
              Balance as of May 1, 1997 
              (after giving effect to the disbursements
              in reduction of principal, if any,
              on the immediately preceding
              Distribution Date) was . . . . . . . . . . . . . . $19,903,511.41
                                                                 --------------


                                       1
<PAGE>

         (b)  The Seller Certificate Principal
              Balance as of May 1, 1997 (after
              giving effect to the disbursements
              in reduction of principal, if any, on
              the immediately preceding Distribution 
              Date) was. . . . . . . . . . . . . . . . . . . . .  $2,211,501.27
                                                                  -------------

    7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

    (a)  The Delinquency Ratio is. . . . . . . . . . . . . . . .         * 9.63%
                                                                         ------

    (b)  The Three Month Deliquency Ratio is . . . . . . . . . .         * 9.03%
                                                                         ------

    (c)  The Gross Loss Ratio is . . . . . . . . . . . . . . . .         *22.16%
                                                                         ------

    (d)  The Three Month Gross Loss Ratio is . . . . . . . . . .         *20.98%
                                                                         ------

    (e)  The percentage of eligible claims on the
         ALPI policy not paid in a timely manner
         is(*) . . . . . . . . . . . . . . . . . . . . . . . . .        * 46.52%
                                                                         ------

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

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

(*) 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.

         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 . . . . . . . . . . . . . . .   $  94,133.74
                                                                    -----------

         (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. . . . . . . . . . . .   $  94,133.74
                                                                   ------------


                                       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 . . . .   $  24,893.21
                                                                   ------------

         (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. . .   $  24,893.21
                                                                   ------------

    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 . . . . . . . . . . . . . . . . . . .   $ 670,491.44
                                                                   ------------

              (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 . . . . .   $  39,309.49
                                                                   ------------


                                       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 . . . . . . . . . . . . . . . . . . . . .   $ 631,181.95
                                                                   ------------

         (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 . . . . . . .  $1,990,351.14
                                                                  -------------

              (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 . . . . . . .  $2,016,810.31
                                                                  -------------

              (iii) The amount to be deposited to 
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is . . . . . . . .   $ (26,459.17)
                                                                   ------------

              (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 . . . . . . .  $1,990,351.14
                                                                  -------------

         (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 . . . . . . . . . . . . . . . . . .   $2,621,533.09
                                                                  -------------


                                       4
<PAGE>

    12.  AVAILABLE FUNDS.

         (a)  The amount of Available Funds with 
              respect to the related Due Period was . . . . . .   $1,233,037.71
                                                                  -------------

         (b)  The amount of Available Funds with
              respect to the immediately preceding
              Due Period that were retained in the
              Collection Account was . . . . . . . . . . . . . .   $  72,087.30
                                                                   ------------

         (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 . . . . . . . . . . . . . . . . .   $  18,427.75
                                                                   ------------

         (d)  Total distributable funds with respect
              to the related Due Period [a+b+c] was. . . . . . .  $1,323,552.76
                                                                  -------------

         (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. . . . .  $1,323,552.76
                                                                  -------------

    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 . . . . . . . . . . .   $  94,133.74
                                                                   ------------

         (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 . . . . . . . . . . .   $  24,893.21
                                                                  -------------


                                       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. . . . . .   $ 107,810.69
                                                                   ------------

         (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  . . . . . . . . .   $ 979,368.74
                                                                  -------------

         (f)  The total amount of the distribution
              to be made on such Distribution Date
              to the Investor Certificateholders [d+e] is. . . .  $1,087,179.43
                                                                  -------------

         (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 . . . . . .   $  11,978.97
                                                                   ------------

         (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. . . . .   $  46,223.93
                                                                   ------------

         (i)  The amount to be deposited (withdrawn)in 
              the Cash Reserve Account is. . . . . . . . . . . .   $ (26,459.17)
                                                                   -------------

         (j)  The amount to be retained in the
              Collection Account with respect to
              the Reinvestment Amount and the 
              Partial Payment Amount is. . . . . . . . . . . . .   $  59,143.48
                                                                   -------------

         (k)  The amount to be disbursed to the
              Seller Certificateholder (other than the
              amounts referred to in (g) and (h) is. . . . . . .   $  26,459.17
                                                                   ------------

         (l)  The total amount of the
              distribution to be made to the
              Seller Certificateholders [g+h+k] is . . . . . . .   $  84,662.07
                                                                   ------------


                                       6
<PAGE>

    14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

         (a)  The Investor Certificate Principal Balance
              as of May 31, 1997 (after giving
              effect to the disbursements in reduction
              of principal, if any, on the immediately
              preceding Distribution Date) was . . . . . . . . . $18,924,142.67
                                                                 --------------

         (b)  The Seller Certificate Principal
              Balance as of May 31, 1997 (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 . . . . . . .  $2,165,277.34
                                                                  -------------

    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].


                                       7
<PAGE>

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 16th day of June 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 June 16, 1997


                      EVENT OF MASTER ADMINISTRATOR TERMINATION

                                         None


                                       9
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                 DATED June 16, 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 May 31, 1997 [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)                 1541                   $14,826,104
           30 - 59                       227                     2,473,658
           60 - 89                        84                       845,260
           90 - 120                       37                       373,331
           over 120                      599                     4,638,708
                                       -----                   -----------
         Totals:                       2,488                   $23,157,061
                                       -----                   -----------

              Aggregate Principal Balance of Defaulted
              Auto Loans at May 31, 1997                        (2,130,236)
                                                               ------------
         
              Aggregate Principal Balance allocable
                to Certificateholders                           $21,026,825
                                                               ------------
    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. . . . .   $ 926,379.13
                                                                   ------------

         (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. . . . .   $ 280,292.91
                                                                   ------------

         (c)  The total amounts collected on the Auto
              Loans and deposited into the Collection
              Account for the Due Period was [a+b] . . . . . . .  $1,206,672.04
                                                                  -------------


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

                43                     $504,669.08

    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 . . . . . . . .   $   3.265012
                                                                   ------------

         (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. . . .   $  29.659865
                                                                   ------------

         (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. . . . . . . . . . . .   $  32.924877
                                                                   ------------


                                       11
<PAGE>

                                       ANNEX C
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                 DATED June 16, 1997

         Calculation of Required Cash Reserve Amount as of the June 20, 1997
Distribution Date.

         (i)       The Investor Certificate Principal Balance equals
                   $19,903,511.41

         (ii)      Required Reserve Percentage equals 10%.

         (iii)     The Required Cash Reserve Amount equals (the product of (i)
                   and (ii)) $1,990,351.14

         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

                                                                          Ratios
                                                                          ------
1.    DELINQUENCY RATIO:

      May Principal Balance 60+ days (net)      =        2,229,651.18  =   9.63%
      -----------------------------------------       ---------------
       May Aggregate Principal Balance                  23,157,060.40

2.    THREE MONTH DELINQUENCY RATIO:

      Sum of Mar. - May  Principal Balances
              60+ days (net)                    =       6,536,198.59   =   9.03%
      -----------------------------------------      ---------------
       Sum of Mar.- May  Principal Balances            72,422,019.03

3.    GROSS LOSS RATIO:

      Twelve times the:
      May Principal Balance of Defaulted
              Auto Loans repossessed            =         427,627.89   =  22.16%
      -----------------------------------------      ---------------
       May Aggregate Principal Balance                 23,157,060.40

4.    THREE MONTH GROSS LOSS RATIO:

      Twelve times the: 
      Sum of Mar. - May  Principal Balances
      of Defaulted Auto Loans repossessed       =       1,266,444.57   =  20.98%
      -----------------------------------------      ---------------
       Sum of Mar. - May  Principal Balances           72,422,019.03

5.    ALPI CLAIMS PAYMENT TEST:

      Aggregate Principal Balance of
      ALPI Claims not paid within timeframe     =       1,096,139.16   =  46.52%
      -----------------------------------------      ---------------
       Principal Balance of Eligible Claims             2,356,320.68
<PAGE>

                           MASTER ADMINISTRATOR REPORT

            _________________________________________________________

                              NAFCO AUTO TRUST - 3

                     For the July 21, 1997 Distribution Date

                    For the period beginning on June 1, 1997
                 and ending on June 30, 1997 (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 July 16, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               June 1, 1997 was. . . . . . . . . . . . . . . . . . .   .57311153
                                                                     -----------

          (b)  The Pool Factor with respect to
               June 30, 1997 was . . . . . . . . . . . . . . . . . .   .54838905
                                                                     -----------

     6.   INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING OF DUE
          PERIOD).

          (a)  The Investor Certificate Principal
               Balance as of June 1, 1997
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . .  $18,924,142.67
                                                                  --------------


                                       1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of June 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution
               Date) was . . . . . . . . . . . . . . . . . . . .  $ 2,165,277.34
                                                                  --------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

     (a)  The Delinquency Ratio is . . . . . . . . . . . . .             * 9.17%
                                                                         -------

     (b)  The Three Month Deliquency Ratio is. . . . . . . .             * 9.10%
                                                                          ------

     (c)  The Gross Loss Ratio is. . . . . . . . . . . .                 *16.50%
                                                                          ------

     (d)  The Three Month Gross Loss Ratio is. . . . . .                 *20.76%
                                                                          ------

     (e)  The percentage of eligible claims on the
          ALPI policy not paid in a timely manner
          is(*). . . . . . . . . . . . . . . . . . . . .                 *49.19%
                                                                          ------

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

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

(*) 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.

          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  . . . . . . . . . . . . . . .  $ 105,490.80
                                                                    ------------

          (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 . . . . . . . . . . . .  $ 105,490.80
                                                                    ------------


                                       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 . . . . .     $ 22,328.91
                                                                 ------------
          (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. . . .     $ 22,328.91
                                                                 ------------

     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 . . .    $ 631,181.95
                                                                ------------
               (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 . . .    $ 170,929.75
                                                                ------------


                                       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 . . . . . .   $  460,252.20
                                                               -------------

          (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 . . . . .  $ 1,892,414.27
                                                              --------------
               (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. . . . . .  $ 1,990,351.14
                                                              --------------

              (iii) The amount to be deposited to
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is . . . . . .  $   (97,936.87)
                                                              --------------

               (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 . . . . .  $ 1,892,414.27
                                                              --------------

          (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 . . . . . . . . . . . . . . . .  $ 2,352,666.47
                                                              --------------


                                       4
<PAGE>

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with
               respect to the related Due Period was . . . .  $ 1,152,906.42
                                                              --------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . .  $    59,143.48
                                                              --------------

          (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. . . . . . . . . . . . . . .  $    16,981.60
                                                              --------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . .  $ 1,229,031.50
                                                              --------------

          (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. . . . . .  $ 1,229,031.50
                                                              --------------

     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. . . . . . . . .  $   105,490.80
                                                              --------------

          (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. . . . . . . . .  $    22,328.91
                                                              --------------


                                       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 . . .  $   102,505.77
                                                              --------------

          (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 . . . . . . .  $   816,336.24
                                                              --------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders
               [d+e] is. . . . . . . . . . . . . . . . . . .  $   918,842.01
                                                              --------------

          (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 . . . . . . . . . . . . . . . . . . .  $    11,728.59
                                                              --------------

          (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 . .  $   117,749.88
                                                              --------------

          (i)  The amount to be deposited (withdrawn)in
               the Cash Reserve Account is . . . . . . . . .  $   (97,936.87)
                                                              --------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Reinvestment Amount and the
               Partial Payment Amount is . . . . . . . . . .  $    52,891.31
                                                              --------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h) is . . . .  $    97,936.87
                                                              --------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . .  $   227,415.34
                                                              --------------


                                       6
<PAGE>

     14.  INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE PERIOD).

          (a)  The Investor Certificate Principal Balance
               as of June 30, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . .  $18,107,806.43
                                                              --------------

          (b)  The Seller Certificate Principal
               Balance as of June 30, 1997 (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. . . . .  $ 2,047,527.46
                                                              --------------

     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 16th day of July 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 July 16, 1997


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       9
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                               DATED July 16, 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 June 30, 1997 [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)           1435                 $ 13,580,539
                    30 - 59               285                    2,884,965
                    60 - 89                72                      752,818
                    90 - 120               50                      495,910
                    over 120              612                     4,593,564
                                   ----------               ---------------
               Totals:                  2,454                 $ 23,307,796
                                   ----------
                                   ----------

               Aggregate Principal Balance of Defaulted
               Auto Loans at June 30, 1997                      (2,188,011)
                                                            ---------------
               Aggregate Principal Balance allocable
                 to Certificateholders                      $    20,119,785
                                                            ---------------
                                                            ---------------

     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 . . . . .  $ 774,628.72
                                                                    ------------
          (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 . . . . .  $ 213,600.12
                                                                    ------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . . . .  $ 988,228.84
                                                                    ------------


                                       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
               ----------                      ---------------------
                   41                              $421,742.66

     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. . . . . . . . .  $   3.104354
                                                                    ------------

         (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 . . . .  $  24.722478
                                                                    ------------

        (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 . . . . . . . . . . . .  $  27.826832
                                                                    ------------


                                       11
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                               DATED July 16, 1997

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

          (i)  The Investor Certificate Principal Balance equals $18,924,142.67

          (ii) Required Reserve Percentage equals 10%.

         (iii) The Required Cash Reserve Amount equals (the product of (i) and
               (ii)) $1,892,414.27

          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

                                                                         Ratios
                                                                         ------
1.    DELINQUENCY RATIO:

          June Principal Balance 60+ days (net) =     2,046,711.67    =    9.17%
      -----------------------------------------    ---------------
           June Aggregate Principal Balance          22,307,795.84

2.    THREE MONTH DELINQUENCY RATIO:

         Sum of Apr. - June  Principal Balances
             Balances 60+ days (net)            =     6,332,379.51    =    9.10%
      -----------------------------------------    ---------------
         Sum of Apr.- June  Principal Balances       69,551,648.20

3.    GROSS LOSS RATIO:

      Twelve times the:
        June Principal Balance of Defaulted
                Auto Loans repossessed          =      306,781.07     =   16.50%
      -----------------------------------------    ---------------
           June Aggregate Principal Balance         22,307,795.84

4.    THREE MONTH GROSS LOSS RATIO:

      Twelve times the:
       Sum of Apr. - June  Principal Balances
         of Defaulted Auto Loans repossessed    =     1,203,254.45    =   20.76%
      -----------------------------------------    ---------------
         Sum of Apr. - June  Principal Balances      69,551,648.20

5.    ALPI CLAIMS PAYMENT TEST:

        Aggregate Principal Balance of
      ALPI Claims not paid within timeframe     =     1,249,166.41    =   49.19%
      -----------------------------------------    ---------------
       Principal Balance of Eligible Claims           2,539,656.63



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