AUTO FUNDING II L P
10-K405, 1998-03-30
ASSET-BACKED SECURITIES
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<PAGE>

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

                                      FORM 10-K

(Mark One)

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

For the year ended December 31, 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   [__]
                                                   

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

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

<PAGE>

Item 1.   Business

     As of December 31, 1997, NAFCO Auto Funding L.P. (The "Partnership") was 
the originator of three Auto Loan Trusts (the "Trusts") which had issued 
publicly registered securities.  The Registrant for each of these trusts was, 
respectively, NAFCO Auto Trust-1, NAFCO Auto Trust-2 and NAFCO Auto Trust-3. 
NAFCO Auto Trust-1 was formed pursuant to an Amended and Restated Pooling and 
Servicing Agreement dated August 1, 1994. NAFCO Auto Trust-2 was formed 
pursuant to an Amended and Restated Pooling and Servicing Agreement dated 
June 1, 1995. NAFCO Auto Trust-3 was formed pursuant to Amended and Restated 
Pooling and Servicing Agreement dated October 1, 1995.  On August 16, 1996, 
the partners of the Partnership sold their partnership interests in the 
Partnership.  Following the sale, NYLIFE SFD Holding Inc. as the Master 
Administrator for each of the Trusts (in such capacity, the "Master 
Administrator"), assumed responsibility for filing all reports pursuant to 
the Securities and Exchange Act of 1934 and accordingly is filing this report 
on behalf of each of the trusts.

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

     NYLIFE SFD Holding, Inc. (the "Master Administrator") continues: (1) 
to discuss certain aspects of the servicing of the Auto Loans with Electronic 
Data Systems Corporation, Inc., the servicer (the "Servicer"), in order to 
improve servicing functions; and (2) to assess whether an Event of Servicer 
Termination has occurred. In addition, the Trusts have received significant 
payments from the Insurance Companies resulting from the Master 
Administrator's resubmission of certain claims that in its view were, based 
on a review of the loan files, incorrectly denied. Separately, the Master 
Administrator is engaged in discussions with Triad Financial Corporation, 
Inc., the principal orginator of the loans, and with the Servicer concerning 
their respective roles at the outset of the program and whether certain loans 
in the Trust portfolios were properly underwritten and re-underwritten.

     Notwithstanding the foregoing, all payments required to have been made to 
date to the holders of the Investor Certificates have been paid on a timely 
basis in accordance with the Investor Certificates and the Pooling and 
Servicing Agreements. All capitalized terms used in this Report shall have 
the same respective meanings as in the Pooling and Servicing Agreements.


Item 2.        Properties

               None.

Item 3.        Legal Proceedings

               None.

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

               None.

(b)            Reports on Form 8-K

               None.


                                          2
<PAGE>

                                       PART II


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

          Not Applicable.

Item 6.   Selected Financial Data.

          Not Applicable.

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

          Not Applicable.

Item 8.   Financial Statements and Supplemental Data.

          Not Applicable.

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

          Not Applicable.


                                          3
<PAGE>
                                       PART III



Item 10.  Directors and Officers of the Registrant

          Not Applicable.

Item 11.  Executive Compensation

          Not Applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

          None.

Item 13.  Certain Relationships and Related Transactions

          Not Applicable.


                                       PART IV


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

               1.   Financial Statements - None.

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

               3.   Trustee's Reports.


                                          4
<PAGE>

                                      SIGNATURES

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


                                   NAFCO AUTO TRUST-1

                                   By:    NYLIFE SFD Holding Inc.

                                   By:    /s/ Kevin M. Micucci
                                          ------------------------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 30, 1998


                                   NAFCO AUTO TRUST-2

                                   By:    NYLIFE SFD Holding Inc.

                                   By:    /s/ Kevin M. Micucci
                                          ------------------------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 30, 1998


                                   NAFCO AUTO TRUST-3

                                   By:    NYLIFE SFD Holding Inc.

                                   By:    /s/ Kevin M. Micucci
                                          ------------------------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 30, 1998


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


                                          5
<PAGE>

Signature                            Title                          Date
- ---------                            -----                          ----

/s/ Kevin M. Micucci       President and Director of           March 30, 1998
- --------------------       NYLIFE SFD Holding Inc.
Kevin M. Micucci

/s/ Jay S. Calhoun         Vice President and Treasurer of     March 30, 1998
- ------------------           NYLIFE SFD Holding Inc.
Jay S. Calhoun

/s/ Jefferson C. Boyce     Director of NYLIFE SFD              March 30, 1998
- ----------------------       Holding Inc.
Jefferson C. Boyce

/s/ Scott J. Drath         Vice President of Finance           March 30, 1998
- ------------------           and Controller and Director
Scott J. Drath               of NYLIFE SFD Holding Inc.

/s/ Jean E. Hoystadt       Vice President of Investment        March 30, 1998
- --------------------         and Director of NYLIFE SFD
Jean E. Hoystadt             Holding Inc.

/s/ Richard W. Zuccaro     Vice President of NYLIFE SFD        March 30, 1998
- ----------------------       Holding Inc.
Richard W. Zuccaro

<PAGE>

                                  INDEX TO EXHIBITS

Exhibit No.                          Description

99.1           Trust - 1
               Master Administrator Report dated November 20, 1997 for the Due
               Period beginning August 1, 1997 and ending October 31, 1997; (ii)
               Servicer Report for the period beginning November 1, 1997 through
               November 30, 1997; (iii) Servicer Report for the period beginning
               December 1, 1997 through December 31, 1997.

99.2           Trust - 2
               Master Administrator Report dated November 20, 1997 for the Due
               Period beginning October 1, 1997 and ending October 31, 1997; 
               (ii) Master Administrator Report dated December 22, 1997 for the
               Due Period beginning November 1, 1997 through November 30, 1997;
               (iii) Master Administrator Report dated January 20, 1998 for the
               Due Period beginning December 1, 1997 through December 31, 1997.

99.3           Trust - 3
               Master Administrator Report dated November 20, 1997 for the Due
               Period beginning October 1, 1997 and ending October 31, 1997; 
               (ii) Master Administrator Report dated December 22, 1997 for the
               Due Period beginning November 1, 1997 through November 30, 1997;
               (iii) Master Administrator Report dated January 20, 1998 for the
               Due Period beginning December 1, 1997 through December 31, 1997.

<PAGE>


                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 1 

                     For the November 20, 1997 Distribution Date

                        For period beginning on August 1, 1997
                  and ending on October 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 August 1, 1994, as amended, by and among Auto
Funding II L.P., as Seller, the Master Administrator, Electronic Data Systems
Corporation, as Servicer and Bankers Trust Company, as Trustee, does hereby
certify as follows:

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

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

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

     4.        The date of this Report is November 18, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect 
               to August 1, 1997 was . . . . . . . . . . . . . .     0.18351952
                                                                 --------------

          (b)  The Pool Factor with respect to
               October 31, 1997 was. . . . . . . . . . . . . . .     0.13407080
                                                                 --------------

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

          (a)  The Investor Certificate Principal 
               Balance as of August 1, 1997 (after 
               giving effect to the disbursements in 
               reduction of principal, if any, on 
               the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . . $ 1,879,056.38
                                                                 --------------


                                          1

<PAGE>


          (b)  The Seller Certificate Principal
               Balance as of August 1, 1997
               (after giving effect to the
               disbursements in reduction
               of principal, if any, on the
               immediately preceding Distribution 
               Date) was . . . . . . . . . . . . . . . . . . . . $   152,575.56
                                                                 --------------

     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. . . . . . . . . . $    93,952.81
                                                                 --------------

          (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. . . . . . . . . . $   114,472.01
                                                                 --------------

          (c)  The amount to be deposited to
               (withdrawn from) the Available
               Cash Reserve Amount with respect
               to the current Distribution Date was. . . . . . . $   (43,725.21)
                                                                 --------------

          (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. . . . . . . . . . $    70,746.80
                                                                 --------------


                                          2
<PAGE>


     9.   AGGREGATE MONTHLY SERVICING FEE.

          (a)  The aggregate Monthly Servicing Fee
               paid to the Servicer on the September 19,
               1997 Monthly Fee Date and the October 17,
               1997 Monthly Fee Date was . . . . . . . . . . . . $    21,703.98
                                                                 --------------

          (b)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is. . . . . . . . . . . . . . . $    13,395.37
                                                                 --------------

          (c)  The total Monthly Servicing Fee paid
               or payable to the Servicer in respect
               of such Due Period [a+b] is . . . . . . . . . . . $    35,099.35
                                                                 --------------
     10.  AGGREGATE MONTHLY SUBROGATION AMOUNT.

          (a)  The aggregate Monthly Subrogation
               Amount paid to the Master
               Administrator on the September 19, 1997
               Monthly Fee Date and the October 17,
               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 September 19, 1997 Monthly
               Fee Date and the October 17, 1997
               Monthly Fee Date was. . . . . . . . . . . . . . . $     6,190.69
                                                                 --------------

          (b)  The Monthly Administrator Fee owing
               on the related Distribution Date is . . . . . . . $     3,757.23
                                                                 --------------

          (c)  The total Monthly Administrator Fee
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is. . . . . . $     9,947.92
                                                                 --------------


                                          3

<PAGE>


     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with 
               respect to the related Due Period was . . . . . . $   536,069.41
                                                                 --------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . . $    16,647.89
                                                                 --------------

          (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 . . . . . . . . . $     6,987.47
                                                                 --------------

          (d)  Total distributable funds with
               respect to the related Due Period
               [a+b+c] was . . . . . . . . . . . . . . . . . . . $   559,704.77
                                                                 --------------

          (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 September 19,
               1997 Monthly Fee Date and the October
               17, 1997 Monthly Fee Date was . . . . . . . . . . $    27,894.67
                                                                 --------------

          (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 . . . . . . . . . .  $  531,810.10
                                                                 --------------


                                          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. . . . . . . . . . . . . . . . . . . . . . . . $    13,395.37
                                                                 --------------

          (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. . . . . . . . . . . . . . . $     3,757.23
                                                                 --------------

          (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 . . . . . . . . . . $     41,104.35
                                                                 --------------

          (e)  The amount of the aggregate 
               distribution to be made on such
               Distribution Date which constitutes
               payments in reduction of principal
               with respect to the Investor 
               Certificates is . . . . . . . . . . . . . . . . . $   506,305.45
                                                                 --------------

          (f)  The total amount of the 
               distribution to be made on such 
               Distribution Date to the Investor
               Certificateholders [d+e] is . . . . . . . . . . . $   547,409.80
                                                                 --------------

          (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. . . . . . . . . . . . $     -0-     
                                                                 --------------

          (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 . . . . . . . . . . . . $     -0-     
                                                                 --------------



                                          5
<PAGE>

          (i)  The amount to be deposited(withdrawn) from
               the Cash Reserve Account is . . . . . . . . . . . $   (43,725.21)
                                                                 --------------

          (j)  The amount to be retained in 
               the Collection Account with the 
               respect to the Partial Payment
               Amount is . . . . . . . . . . . . . . . . . . . . $    10,972.91
                                                                 --------------

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

          (l)  The total amount of the 
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . . . $     -0-     
                                                                 --------------

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

          (a)  The Investor Certificate Principal
               Balance as of October 31, 1997
               (after giving effect to the
               disbursements in reduction of
               principal, if any, made on the
               related Distribution Date) is . . . . . . . . . . $ 1,372,750.93
                                                                 --------------

          (b)  The Seller Certificate Principal 
               Balance as of October 31, 1997
               (after giving effect to the
               disbursements in reduction 
               of principal, if any, on the 
               related Distribution Date) is . . . . . . . . . . $   152,575.56
                                                                 --------------

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 18th day of November 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 November 18, 1997


                          EVENT OF ADMINISTRATOR TERMINATION


                                         None


                                          8
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED November 18, 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 October 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)            229                  $  1,104,896
                  30 - 59                 29                       176,981
                  60 - 89                 13                        60,808
                 90 - 120                  8                        40,274
                 over 120                138                       586,759
                                      ------                  ------------
               Totals:                   417                  $  1,969,717
                                      ------ 
                                      ------ 

               Aggregate Principal Balance of Defaulted
               Auto Loans at October 31, 1997                          (485,502)
                                                                 --------------
               Aregate Principal Balance allocable
               to Certificateholders                             $    1,484,215
                                                                 --------------
                                                                 --------------

     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 . . . . $   441,207.98
                                                                 --------------

          (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. . . . . . . . . . . . . . $    94,861.43
                                                                 --------------

          (c)  The total amounts collected on the Auto Loans
               and deposited into the Collection Account for the
               Due Period was. . . . . . . . . . . . . . . . . . $   536,069.41
                                                                 --------------


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

                      26                            $186,624.01


     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  . . . . . . . $     4.014489
                                                                 --------------

         (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 . . . $    49.448721
                                                                 --------------

         (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 . . . . . . . . . . . $    53.463210
                                                                 --------------


                                          10
<PAGE>

                                 SERVICER REPORT

                              NAFCO AUTO TRUST - 1
- --------------------------------------------------------------------------------
       FOR THE PERIOD BEGINNING NOVEMBER 1, 1997 AND ENDING NOVEMBER 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 12/12/97.

4.1   Principal Reconciliation:

<TABLE>
<CAPTION>
                                                  Number of Accounts          Aggregate Prin Balance
                                                  ------------------       ------------------------------
      <S>                                         <C>                      <C>          
      Ending Balance 10/31/97                           313                                $1,484,215.51
      Principal Payments                                                                     ($57,990.14)
      Prepayment of Principal                            -5                                  ($10,041.62)
      Insurance Proceeds                                                                           $0.00
      Redeemed Repos this Reporting Period                2                                   $15,852.63
      Force-Closed                                        0                                       ($2.01)
      Net Aggregate Principal Balance of                                                           $0.00
         Defaulted Auto Loans during 11/97               -3                                  ($22,929.43)
                                                  ------------------       ------------------------------
                                                  ------------------       ------------------------------

      Ending Balance 11/30/97                           307                                $1,409,104.94

</TABLE>

4.12  Defaulted Principal Reconciliation

<TABLE>
<CAPTION>
                                                  Number of Accounts               Aggregate Prin Balance
                                                  ------------------       ------------------------------
      <S>                                         <C>                                  <C>         
      Ending Balance 10/31/97                           104                                  $485,501.92
      New Repossessions                                   3                                   $22,929.43
      New Skips                                           0                                        $0.00
      New Gap                                             0                                        $0.00
      New Repo Prev. Redeemed                             0                                        $0.00
      Recoveries on Defaulted Auto Loans                 -1                                  ($30,595.08)
      Repos Redeemed During Reporting Period             -2                                  ($15,852.63)
      Charge Off/ Forced Close/Repurchased               -2                                     ($283.38)
      New Repo Prev Reported as Skip                      0                                        $0.00
                                                  ------------------       ------------------------------
                                                  ------------------       ------------------------------

      Ending Balance 11/30/97                           102                                  $461,700.26
</TABLE>

                                    Page 1
<PAGE>

5     AGGREGATE PRINCIPAL BALANCE OF THE AUTO LOANS

   a. AS of 10/31/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
              <S>                       <C>                     <C>          
              current (0 - 29)                  229                           $1,104,895.64
                 30 - 59                         29                             $176,981.15
                 60 - 89                         13                              $60,807.68
                 90 - 119                         8                              $40,274.44
                 over l20                       138                             $586,758.52
                                        -------------------     ----------------------------
                                        -------------------     ----------------------------

                   Totals:                      417                           $1,969,717.43

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 10/31/97                             ($485,501.92)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 10/31/97
            (Net of Defaulted Auto Loans)                                     $1,484,215.51
                                                                ----------------------------
                                                                ----------------------------
</TABLE>

   b. AS of 11/30/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
              <S>                       <C>                           <C>          
              current (0 - 29)                  218                           $1,034,217.80
                 30 - 59                         28                             $131,880.63
                 60 - 89                         14                              $82,983.55
                 90 - 119                         7                              $21,031.72
                 over 120                       142                             $600,691.50
                                        -------------------     ----------------------------
                                        -------------------     ----------------------------

                   Totals:                      409                           $1,870,805.20

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 11/30/97                             ($461,700.26)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 11/30/97
            (Net of Defaulted Auto Loans)                                     $1,409,104.94
                                                                ----------------------------
                                                                ----------------------------
</TABLE>


                                    Page 2
<PAGE>

6.    DEFAULTED AUTO LOANS

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

      Number of                            Aggregate Principal Balance  
      Auto Loans                                  of Auto Loans         
      ----------                           ---------------------------- 
           3      Repossessions                              $22,929.43
           0      Skip Claim Filed                                $0.00
           O      Gap Claim Filed                                 $0.00
           0      Repo Redeemd now repo                           $0.00
           0      prev skip now repo                              $0.00
      ----------                           ---------------------------- 
      ----------                           ---------------------------- 

           3      Total                                      $22,929.43

   b. Outstanding Defaulted Auto Loans as of 11/30/97

      Number of                            Aggregate Principal Balance  
      Auto Loans                                  of Auto Loans         
      ----------                           ---------------------------- 
          89      Repossessions                             $381,729.91
           7      Skip Claims Filed                          $60,820.06
           2      Gap Claim Filed                               $747.11
           4      repo red from pr period                    $18,403.18
      ==========                           ============================ 

         102            Total                               $461,700.26

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
      ----------  -----------------------  ----------------------------
          3               $22,222.12           Term Extended 1 month


                                    Page 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
      -------------------   ------------------------  --------------------

                 5          Proceeds from                      $23,050.00
                            sale of collateral

               N/A          Proceeds from                       $4,928.54
                            insurance claims

               N/A          Non-Cash insurance                    $256.75
                            deductible claims

               N/A          Paid Ahead/Behind                     $171.55

               N/A          Payments / (Reversals)              $3,939.81

                 0          Paid Behind Adj on                      $0.00
                            Paid Off Loan
      -------------------                             --------------------
      -------------------                             --------------------
                 5                                             $32,346.65

10.   REPOSSESSION INFORMATION

<TABLE>
<CAPTION>
                           Number of    Aggregate Principal Balance
            Action        Auto Loans          of Auto Loans             Aggregate Amount Realized
      ----------------   -------------  ----------------------------  ------------------------------ 
      <S>                <C>            <C>                          <C>
      Repossession             3                   $22,929.43

      Disposed of after
      Repossession  *          5                                                        $23,050.00

      Repossessions
      Redeemed                 2                   $15,852.63
                        -------------  ----------------------------  ------------------------------ 
                        -------------  ----------------------------  ------------------------------ 

      Totals:                  8                   $38,782.06                           $23,050.00
</TABLE>

                                    Page 4
<PAGE>

<TABLE>

<S>                                                                                       <C>
11. LOSSES

 a. The aggregate outstanding Principal Balance of Auto Loans written-off
    during the Reporting Period was. . . . . . . . . . . . . . . . . . . . . . . . . . .  $                           $285.39
    [Force Closed = (0)]                                                                  -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                           $285.39
                                                                                          -----------------------------------

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                        $18,271.19
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . .  $                        $57,990.14
                                                                                          -----------------------------------

 c. The aggregate portion of Payments collected on the Auto Loans allocable
    to Prepayments* during the Reporting Period was. . . . . . . . . . . . . . . . . . .  $                        $10,324.53
    [Prin $10041.62  Int $282.91]                                                         -----------------------------------

 d. Insurance Proceeds received on Active Auto Loans . . . . . . . . . . . . . . . . . .  $                             $0.00
    [Prin $0.00 Int $0.00]                                                                -----------------------------------

 e. The aggregate portion of Payments collected on the Auto Loans allocable
    to Defaulted Auto Loan proceeds during the Reporting Period was. . . . . . . . . . .  $                        $32,089.90
    [Prin..$30338.33  Int...$1751.57]                                                     -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $118,675.76
                                                                                          -----------------------------------

 g. Total Late charges Received. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $2,299.02
                                                                                          -----------------------------------

 h. Extension Fees on Precomputed Auto Loans. . . . . . . . . . . . . . . . . . . . . .   $                           $103.85
                                                                                          -----------------------------------

 i. Excess Funds on Paid-Off Accounts . . . . . . . . . . . . . . . . . . . . . . . . .   $                             $0.00
                                                                                          -----------------------------------

 j. Insurance Proceeds Excess Funds . . . . . . . . . . . . . . . . . . . . . . . . . .   $                             $0.00
                                                                                          -----------------------------------

 k. Total Cash Received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                       $121,078.63
                                                                                           -----------------------------------
                                                                                           -----------------------------------

 l. The aggregate portion of Insurance Deductible allocable to Defaulted
    Auto Loan proceeds during the Reporting Period was. . . . . . . . . . . . . . . . .   $                           $256.75
    [prin $256.75  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>

                                    Page 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 . . . . . . . . . . . . .  $                         $5,074.00
                                                                                          -----------------------------------

 b. The Servicer Penalty Payments with respect to the period from
    and including the calendar month immediately preceding the
    date of this Servicer Report was . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $1,149.51
                                                                                          -----------------------------------

 c. The Servicer Variable Amount with respect to the calendar month
    immediately preceding the date of this Servicer Report was. . . . . . . . . . . . .   $                           $593.61
                                                                                          -----------------------------------

 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]. . . . . . . . .   $                         $2,806.21
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                         $9,623.33
                                                                                          -----------------------------------
</TABLE>


                                    Page 6
<PAGE>

14. EVENTS OF SERVICING TERMINATION

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

15. ATTACHED SCHEDULES

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

To the best of our knowledge all information contained on this Servicer Report
and the attached schedules is accurate. In Witness Whereof, the undersigned has
duly executed and delivered this certificate this day, December 12, 1997.


                                      Electronic Data Systems Corporation
                                      as Servicer


                                      By: /s/ Richard L. Coogan
                                         ------------------------------------
                                      Richard L. Coogan, Senior Manager
                                      Electronic Data Systems Corporation
                                      Consumer Asset Management Division


                                    Page 7
<PAGE>

                                 SERVICER REPORT

                              NAFCO AUTO TRUST - 1
- --------------------------------------------------------------------------------
    FOR THE PERIOD BEGINNING DECEMBER 1, 1997 AND ENDING DECEMBER 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 1/12/98.

4.1   Principal Reconciliation:

<TABLE>
<CAPTION>
                                                 Number of Accounts          Aggregate Prin Balance
                                                 ------------------       ------------------------------
      <S>                                        <C>                      <C>          
      Ending Balance 11/30/97                           307                               $1,409,104.94
      Principal Payments                                                                    ($66,158.24)
      Prepayment of Principal                           -11                                 ($18,364.15)
      Insurance Proceeds                                                                          $0.00
      Redeemed Repos this Reporting Period                0                                       $0.00
      Force-Closed                                        0                                      ($8.76)
      Net Aggregate Principal Balance of                                                          $0.00
         Defaulted Auto Loans during 12/97               -1                                  ($5,074.67)
                                                 ------------------       ------------------------------
                                                 ------------------       ------------------------------

      Ending Balance 12/31/97                           295                               $1,319,499.12
</TABLE>

4.12  Defaulted Principal Reconciliation

<TABLE>
<CAPTION>
                                                 Number of Accounts               Aggregate Prin Balance
                                                 ------------------       ------------------------------
      <S>                                        <C>                      <C>         
      Ending Balance 11/30/97                         102                                   $461,700.26
      New Repossessions                                 2                                     $7,050.39
      New Skips                                         0                                         $0.00
      New Gap                                           0                                         $0.00
      New Repo Prev. Redeemed                           0                                         $0.00
      Recoveries on Defaulted Auto Loans               -2                                   ($59,318.20)
      Repos Redeemed During Reporting Period            0                                         $0.00
      Charge Off/ Forced Close/Repurchased              0                                         $0.00
      New Repo Prev Reported as Skip                   -1                                    ($1,975.72)
                                                 ------------------       ------------------------------
                                                 ------------------       ------------------------------

      Ending Balance 12/31/97                         101                                   $407,456.73
</TABLE>

                                    Page 1
<PAGE>

5     AGGREGATE PRINCIPAL BALANCE OF THE AUTO LOANS

  a. AS of 11/30/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
            <S>                         <C>                     <C>          
              current (0 - 29)                  218                           $1,034,217.80
                 30 - 59                         28                             $131,880.63
                 60 - 89                         14                              $82,983.55
                 90 - 119                         7                              $21,031.72
                over l20                        142                             $600,691.50
                                        -------------------     ----------------------------
                                        -------------------     ----------------------------
                   Totals:                      409                           $1,870,805.20

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 11/30/97                             ($461,700.26)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 11/30/97
            (Net of Defaulted Auto Loans)                                     $1,409,104.94
                                                                ----------------------------
                                                                ----------------------------
</TABLE>

  b. AS of 12/31/97

<TABLE>
<CAPTION>
              Number of Days                 Number of          Aggregate Principal Balance
                Delinquent                   Auto Loans                of Auto Loans
            ---------------------       -------------------     ----------------------------
            <S>                         <C>                     <C>          
              current (0 - 29)                  207                             $966,807.58
                 30 - 59                         29                             $126,177.67
                 60 - 89                          6                              $14,034.73
                 90 - 119                        10                              $60,340.77
                over 120                        144                             $559,595.10
                                        -------------------     ----------------------------
                                        -------------------     ----------------------------

                   Totals:                      396                           $1,726,955.85

            Aggregate Outstanding Principal Balance
            of Defaulted Auto Loans as of 12/31/97                             ($407,456.73)
                                                                ----------------------------

            Aggregate Principal Pool Balance as of 12/31/97
            (Net of Defaulted Auto Loans)                                     $1,319,499.12
                                                                ----------------------------
                                                                ----------------------------
</TABLE>

                                    Page 2
<PAGE>

6.    DEFAULTED AUTO LOANS

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

        Number of                            Aggregate Principal Balance  
        Auto Loans                                  of Auto Loans         
        ----------                           ---------------------------- 
             2      Repossessions                               $7,050.39
             0      Skip Claim Filed                                $0.00
             O      Gap Claim Filed                                 $0.00
             0      Repo Redeemd now repo                           $0.00
            -1      prev skip now repo                         ($1,975.72)
        ----------                           ----------------------------
        ----------                           ----------------------------
                                                               
             1      Total                                       $5,074.67
                                                                  
  b.  Outstanding Defaulted Auto Loans as of 12/31/97

        Number of                            Aggregate Principal Balance  
        Auto Loans                                  of Auto Loans         
        ----------                           ---------------------------- 
            90      Repossessions                             $334,792.64
             6      Skip Claims Filed                          $58,844.34
             2      Gap Claim Filed                               $747.11
             3      repo red from pr period                    $13,072.64
        ----------                           ----------------------------
        ----------                           ----------------------------

           101      Total                                     $407,456.73

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
      -----------  -----------------------  ----------------------------
          3                  $22,187.13        Term Extended 1 month


                                    Page 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
      -------------------   ------------------------  --------------------

                 7          Proceeds from                       $32,525.00
                            sale of collateral

               N/A          Proceeds from                       $26,796.55
                            insurance claims

               N/A          Non-Cash insurance                     $225.62
                            deductible claims

               N/A          Paid Ahead/Behind                     ($124.52)

               N/A          Payments / (Reversals)               $1,178.39

                 0          Paid Behind Adj on                       $0.00
                            Paid off Loan
      -------------------                             --------------------
      -------------------                             --------------------

                 7                                             $60,601.04

10.   REPOSSESSION INFORMATION

<TABLE>
<CAPTION>
                          Number of    Aggregate Principal Balance
            Action        Auto Loans          of Auto Loans             Aggregate Amount Realized
      ----------------  -------------  ----------------------------  ------------------------------ 
      <S>               <C>            <C>                            <C>
      Repossession             2                    $7,050.39

      Disposed of after
      Repossession *           7                                                      $32,525.00

      Repossessions
      Redeemed                 0                        $0.00
                        -------------  ----------------------------  ------------------------------ 
                        -------------  ----------------------------  ------------------------------ 

      Totals:                  9                    $7,050.39                         $32,525.00
</TABLE>

                                    Page 4
<PAGE>

<TABLE>

<S>                                                                                       <C>
11. LOSSES

 a. The aggregate outstanding Principal Balance of Auto Loans written-off
    during the Reporting Period was . . . . . . . . . . . . . . . . . . . . . . . . . .   $                             $8.76
    [Force Closed = ($8.76)]                                                              -----------------------------------

 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $                             $8.76
                                                                                          -----------------------------------

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                        $19,520.98
                                                                                          -----------------------------------

 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 . . . . . . . . . . . . . . . . . . .  $                        $66,158.24
                                                                                          -----------------------------------

 c. The aggregate portion of Payments collected on the Auto Loans allocable
    to Prepayments* during the Reporting Period was. . . . . . . . . . . . . . . . . . .  $                        $19,254.60
    [Prin  $18364.15  Int $890.45]                                                        -----------------------------------

                                                                                          
 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. . . . . . . . . . .  $                        $60,375.42
    [Prin..$59092.58  Int...$1282.84]                                                     -----------------------------------

 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $165,309.24
                                                                                          -----------------------------------

 g. Total Late charges Received. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $2,160.06
                                                                                          -----------------------------------

 h. Extension Fees on Precomputed Auto Loans. . . . . . . . . . . . . . . . . . . . . .   $                           $139.97
                                                                                          -----------------------------------

 i. Excess Funds on Paid-Off Accounts . . . . . . . . . . . . . . . . . . . . . . . . .   $                             $0.00
                                                                                          -----------------------------------

 j. Insurance Proceeds Excess Funds. . . . . . . . . . . . . . . . . . . . . . . . . . .  $                             $0.00
                                                                                          -----------------------------------

 k. Total Cash Received. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $167,609.27
                                                                                          -----------------------------------
                                                                                          -----------------------------------

 l. The aggregate portion of Insurance Deductible allocable to Defaulted
    Auto Loan proceeds during the Reporting Period was . . . . . . . . . . . . . . . . .  $                           $225.62
    [prin $225.62  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>

                                    Page 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 . . . . . . . . . . . . .  $                         $6,762.73
                                                                                          -----------------------------------

 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $1,080.03
                                                                                          -----------------------------------

 c. The Servicer Variable Amount with respect to the calendar month
    immediately preceding the date of this Servicer Report was . . . . . . . . . . . . .  $                         $1,203.44
                                                                                          -----------------------------------

 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] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                         $2,590.43
                                                                                          -----------------------------------

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

 f. The total amount owing to the Master Servicer on the next following
    Monthly Fee Date is. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                        $11,636.63
                                                                                          -----------------------------------
</TABLE>

                                    Page 6
<PAGE>

14. EVENTS OF SERVICING TERMINATION

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

15. ATTACHED SCHEDULES

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

To the best of our knowledge all information contained on this Servicer Report
and the attached schedules is accurate. In Witness Whereof, the undersigned has
duly executed and delivered this certificate this day, January 12, 1998.


                                     Electronic Data Systems Corporation 
                                     as Servicer


                                     By: /s/ Richard L. Coogan
                                        --------------------------------------
                                     Richard L. Coogan, Senior Manager
                                     Electronic Data Systems Corporation
                                     Consumer Asset Management Division




                                    Page 7

<PAGE>


                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 2 

                     For the November 20, 1997 Distribution Date

                     For the period beginning on October 1, 1997
                  and ending on October 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 November 18, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               October 1, 1997 was . . . . . . . . . . . . . . .      .32091706
                                                                 --------------

          (b)  The Pool Factor with respect to
               October 31, 1997 was. . . . . . . . . . . . . . .      .29771412
                                                                 --------------

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

          (a)  The Investor Certificate Principal 
               Balance as of October 1, 1997 
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . .$ 11,939,077.43
                                                                ---------------


                                          1

<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of October 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution 
               Date) was . . . . . . . . . . . . . . . . . . . .$  1,426,793.47
                                                                ---------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . . .           4.69%
                                                                ---------------

          (b)  The Three Month Delinquency Ratio is. . . . . . .           2.70%
                                                                ---------------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . . .         *32.28%
                                                                ---------------

          (d)  The Three Month Gross Loss Ratio is . . . . . . .         *26.25%
                                                                ---------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . . .         *44.66%
                                                                ---------------

          (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 $323,982.16 of claims which are currently in dispute.  Such disputed
claims represent 24.4% of all eligible claims.

     8.   AGGREGATE MONTHLY SERVICING FEE.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is. . . . . . . . . . . . . . .$     67,312.34
                                                                ---------------

          (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 . . . . . . . . . . .$     67,312.34
                                                                ---------------


                                          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 . . . . . . .$     19,772.85
                                                                ---------------

          (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. . . . . .$     19,772.85
                                                                ---------------

     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. . . . .$     28,685.38
                                                                ---------------
 
               (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. . . . .$      8,879.41
                                                                ---------------

               (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. . . . . . . . . . . . . . . . . . . . .$     19,805.97
                                                                ---------------


                                          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. . . . . . .$  1,193,907.74
                                                                ---------------

               (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. . . . . . .$  1,284,114.21
                                                                ---------------

               (iii) The amount to be deposited to 
                     (withdrawn from) the Available Cash
                     Reserve Amount with respect to the 
                     current Distribution Date is. . . . . . . .$    (90,206.38)
                                                                ---------------

               (iv)  The Available Cash Reserve Amount
                     available for deposit to the Collection
                     Account on the related Deposit Date
                     (after any withdrawals or deposits to be
                     made with respect to the current 
                     Distribution Date are made) is. . . . . . .$  1,193,907.74
                                                                ---------------

          (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 . . . . . . . . . . . . . . . . . .$  1,213,713.71
                                                                ---------------


     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with
               respect to the related Due Period was . . . . . .$    975,821.27
                                                                ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . .$     90,275.13
                                                                ---------------

          (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. . . . . . . . . . . . .$     11,853.44
                                                                ---------------


                                          4

<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . . .$  1,077,949.84
                                                                ---------------

          (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. . . . . . . .$  1,077,949.84
                                                                ---------------

     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. . . . . . . . . . .$     67,312.34
                                                                ---------------

          (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. . . . . . . . . . .$     19,772.85
                                                                ---------------

          (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 . . . . .$     69,644.62
                                                                ---------------

          (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 . . . . . . . . .$    863,218.92
                                                                ---------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . . .$    932,863.54
                                                                ---------------

          (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. . . . . .$         -0-  
                                                                ---------------


                                          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 . . . .$         -0-  
                                                                ---------------

          (i)  The amount to be deposited (withdrawn) to 
               the Cash Reserve Account is . . . . . . . . . . .$   (90,206.38)
                                                                ---------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is . . . . . . . . . .$     89,759.49
                                                                ---------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h)) is. . . . . .$     58,448.00
                                                                ---------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . . .$     58,448.00
                                                                ---------------

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

          (a)  The Investor Certificate Principal Balance
               as of October 31, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . . .$ 11,075,858.51
                                                                ---------------

          (b)  The Seller Certificate Principal
               Balance as of October 31, 1997 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               related Distribution Date) was. . . . . . . . . .$  1,426,793.47
                                                                ---------------


     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 18th day of November 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 November 18, 1997


                     EVENT OF MASTER ADMINISTRATOR TERMINATION

                                        None


                                          8

<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED November 18, 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 October 31, 1997 [the close of business on the last day of the
          Due Period

<TABLE>
<CAPTION>
     Number of Days          Number of       Aggregate Principal
       Delinquent           Auto Loans      Balance of Auto Loans
     --------------         ----------      ---------------------
     <S>                    <C>             <C>
     current (0-29)           1,285             $  9,740,579
       30 - 59                  186                1,509,894
       60 - 89                   64                  508,271
       90 - 120                  49                  400,307
       over 120                 550                3,453,936
                              -----            -------------
     Totals:                  2,134            $  15,612,987
                              -----
                              -----

     Aggregate Principal Balance of Defaulted
     Auto Loans at October 31, 1997               (3,306,478)
                                               -------------

     Aggregate Principal Balance allocable
     to Certificateholders                     $  12,306,509
                                               -------------
                                               -------------
</TABLE>


     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 . . . .$    814,799.88
                                                                ---------------

          (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 . . . .$    152,657.62
                                                                ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . . .$    967,457.50
                                                                ---------------


                                          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
               ----------                ---------------------
                  51                           $376,684.01

     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
               $1,000 Initial Principal Amount is. . . . . . . .$      1.872016
                                                                ---------------

          (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 $1,000 Initial Principal Amount is . . .$     23.202938
                                                                ---------------

          (c)  The total amount of the distribution to be
               made on such Distribution Date to the Investor
               Certificateholders on the basis of $1,000
               Initial Principal Amount is . . . . . . . . . . .$     25.074954
                                                                ---------------


                                          10

<PAGE>

                                       ANNEX C
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED November 18, 1997

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

          (i)    The Investor Certificate Principal Balance equals
                 $11,939,077.43.

          (ii)   Required Reserve Percentage equals 10%.

          (iii)  The Required Cash Reserve Amount equals (the product of (i) and
                 (ii)) $1,193,907.74.

          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


<TABLE>
<CAPTION>
<S><C>
                                                                                       RATIOS
                                                                                       ------
1.   DELINQUENCY RATIO:

     October Principal Balance 60+ days (net)  =                732,713.18 =            4.69%
     ------------------------------------------        -------------------
       October Aggregate Principal Balance                   15,612,987.04


2.   THREE MONTH DELINQUENCY RATIO:

     Sum of August-October Principal Balances
              Balances 60+ days (net)          =              1,329,577.07 =            2.70%
     ------------------------------------------        -------------------
       Sum of August-October Principal Balances              49,170,525.20


3.   GROSS LOSS RATIO:

     Twelve times the:
     October Principal Balance of Defaulted
            Auto Loans repossessed             =                420,036.18 =           32.28%
     ------------------------------------------        -------------------
     October Aggregate Principal Balance                     15,612,987.04


4.   THREE MONTH GROSS LOSS RATIO:

     Twelve times the:
     Sum of August-October Principal Balances
       of Defaulted Auto Loans repossessed     =              1,075,675.21 =           26.25%
     ------------------------------------------        -------------------
     Sum of August-October Principal Balances                49,170,525.20


5.   ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
      ALPI Claims not paid within timeframe    =              1,505,626.04             44.66%
     ------------------------------------------        -------------------
       Principal Balance of Eligible Claims                   3,371,368.68
</TABLE>


                                      13
<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 2 

                     For the December 22, 1997 Distribution Date

                     For the period beginning on November 1, 1997
                  and ending on November 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 December 18, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               November 1, 1997 was. . . . . . . . . . . . . . .      .29771412
                                                                 --------------

          (b)  The Pool Factor with respect to
               November 30, 1997 was . . . . . . . . . . . . . .      .28135762
                                                                 --------------

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

          (a)  The Investor Certificate Principal 
               Balance as of November 1, 1997 
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . . $11,075,858.51
                                                                 --------------


                                          1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of November 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution 
               Date) was . . . . . . . . . . . . . . . . . . . . $ 1,426,793.47
                                                                 --------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . . .          3.05%
                                                                 --------------

          (b)  The Three Month Delinquency Ratio is. . . . . . .          2.98%
                                                                 --------------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . . .        *21.72%
                                                                 --------------

          (d)  The Three Month Gross Loss Ratio is . . . . . . .        *29.01%
                                                                 --------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . . .        *42.98%
                                                                 --------------

          (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 $410,611.16 of claims which are currently in dispute.  Such disputed
claims represent 32.3% of all eligible claims.

     8.   AGGREGATE MONTHLY SERVICING FEE.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is. . . . . . . . . . . . . . . $    77,346.85
                                                                 --------------

          (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 . . . . . . . . . . . $    77,346.85
                                                                 --------------


                                          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 . . . . . . . $    15,055.07
                                                                 --------------

          (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. . . . . . $    15,055.07
                                                                 --------------

     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. . . . . $    19,805.97
                                                                  --------------

               (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. . . . . $     1,975.51
                                                                 --------------

               (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. . . . . . . . . . . . . . . . . . . . . $    17,830.46
                                                                 --------------


                                          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. . . . . . . $ 1,107,585.85
                                                                 --------------

               (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. . . . . . . $ 1,193,907.74
                                                                 --------------

               (iii) The amount to be deposited to 
                     (withdrawn from) the Available Cash
                     Reserve Amount with respect to the 
                     current Distribution Date is. . . . . . . . $   (86,321.89)
                                                                 --------------

               (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. . . . . . . $ 1,107,585.85
                                                                 --------------

          (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 . . . . . . . . . . . . . . . . . . $ 1,125,416.31
                                                                 --------------


     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with 
               respect to the related Due Period was . . . . . . $   822,075.99
                                                                 --------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . . $    89,759.49
                                                                 --------------

          (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. . . . . . . . . . . . . $     9,599.67
                                                                 --------------


                                          4
<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . . . $   921,435.15
                                                                 --------------

          (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. . . . . . . . $   921,435.15
                                                                 --------------

     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. . . . . . . . . . . $    77,346.85
                                                                 --------------

          (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. . . . . . . . . . . $    15,055.07
                                                                 --------------

          (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 . . . . . $    64,609.17
                                                                 --------------

          (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 . . . . . . . . . $   608,510.92
                                                                 --------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . . . $   673,120.09
                                                                 --------------

          (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. . . . . . $     8,322.96
                                                                 --------------


                                          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 . . . . $    64,564.42
                                                                 --------------

          (i)  The amount to be deposited (withdrawn) to 
               the Cash Reserve Account is . . . . . . . . . . . $   (86,321.89)
                                                                 --------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is . . . . . . . . . . $    83,025.76
                                                                 --------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h)) is. . . . . . $    86,321.89
                                                                 --------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . . . $   159,209.27
                                                                 --------------

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

          (a)  The Investor Certificate Principal Balance
               as of November 30, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . . . $10,467,347.59
                                                                 --------------

          (b)  The Seller Certificate Principal
               Balance as of November 30, 1997 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               related Distribution Date) was. . . . . . . . . . $ 1,362,229.05
                                                                 --------------


     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 18th day of December 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 December 18, 1997


                     EVENT OF MASTER ADMINISTRATOR TERMINATION

                                        None


                                          8
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED December 18, 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 November 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)            1,222                 $  9,022,911
                  30 - 59                  177                    1,432,007
                  60 - 89                   66                      515,928
                  90 - 120                  50                      376,183
                  over 120                 579                    3,607,591
                                        ------                 ------------
               Totals:                   2,094                 $ 14,954,620
                                        ------           
                                        ------           

          Aggregate Principal Balance of Defaulted
          Auto Loans at November 30, 1997. . . . . . . . . . . .     (3,324,234)
                                                                 --------------

          Aggregate Principal Balance allocable
          to Certificateholders. . . . . . . . . . . . . . . . . $   11,630,386
                                                                 --------------
                                                                 --------------



     2.   TOTAL AMOUNTS COLLECTED DURING THE DUE
          PERIOD AND DEPOSITED INTO THE COLLECTION ACCOUNT.
          (a)  The total amount of Payments collected
               on the Auto Loans and deposited into the
               Collection Account for the Due Period was . . . . $   637,301.62
                                                                 --------------
     
          (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 . . . . $   189,532.59
                                                                 --------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . . . $   826,834.21
                                                                 --------------


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

                      26                           $215,593.28

     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. . . . . . . . $     1.736666
                                                                 --------------

         (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 . . . $    16.356501
                                                                 --------------

         (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 . . . . . . . . . . . $    18.093167
                                                                 --------------


                                          10
<PAGE>

                                      ANNEX C
                                         TO
                            MASTER ADMINISTRATOR REPORT
                              DATED December 18, 1997

          Calculation of Required Cash Reserve Amount as of the December 22,
1997 Distribution Date.

          (i)   The Investor Certificate Principal Balance equals 
                $11,075,858.51.

          (ii)  Required Reserve Percentage equals 10%.

          (iii) The Required Cash Reserve Amount equals (the product of (i) and 
                (ii)) $1,107,585.85.

          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


<TABLE>
<CAPTION>
<S><C>
                                                                                       RATIOS
                                                                                       ------
1.   DELINQUENCY RATIO:

     November Principal Balance 60+ days (net) =                456,784.94 =            3.05%
     ------------------------------------------        -------------------
       November Aggregate Principal Balance                  15,612,987.04


2.   THREE MONTH DELINQUENCY RATIO:

     Sum of September-November Principal Balances
              Balances 60+ days (net)          =              1,397,454.14 =            2.98%
     ------------------------------------------        -------------------
     Sum of September-November Principal Balances            46,934,139.56


3.   GROSS LOSS RATIO:

     Twelve times the:
     November Principal Balance of Defaulted
            Auto Loans repossessed             =                270,720.31 =           21.72%
     ------------------------------------------        -------------------
     November Aggregate Principal Balance                    14,954,819.89


4.   THREE MONTH GROSS LOSS RATIO:

     Twelve times the:
     Sum of September-November Principal Balances
       of Defaulted Auto Loans repossessed     =              1,134,668.07 =           29.01%
     ------------------------------------------        -------------------
     Sum of September-November Principal Balances            46,934,139.56


5.   ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
      ALPI Claims not paid within timeframe    =                546,590.40 =           42.98%
     ------------------------------------------        -------------------
       Principal Balance of Eligible Claims                   1,271,727.59
</TABLE>


                                      13

<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 2 

                      For the January 20, 1998 Distribution Date

                     For the period beginning on December 1, 1997
                  and ending on December 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 January 15, 1998.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               December 1, 1997 was. . . . . . . . . . . . . . .      .28135762
                                                                 --------------

          (b)  The Pool Factor with respect to
               December 31, 1997 was . . . . . . . . . . . . . .      .26485594
                                                                 --------------

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

          (a)  The Investor Certificate Principal 
               Balance as of December 1, 1997 
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . . $10,467,347.59
                                                                 --------------


                                          1

<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of December 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution 
               Date) was.. . . . . . . . . . . . . . . . . . . . $ 1,362,229.05
                                                                 --------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . . .          2.52%
                                                                 --------------

          (b)  The Three Month Delinquency Ratio is. . . . . . .          3.46%
                                                                 --------------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . . .         16.67%
                                                                 --------------

          (d)  The Three Month Gross Loss Ratio is . . . . . . .        *23.81%
                                                                 --------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . . .        *40.46%
                                                                 --------------

          (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 $395,428.26 of claims which are currently in dispute.  Such disputed
claims represent 28.1% of all eligible claims.

     8.   AGGREGATE MONTHLY SERVICING FEE.

          (a)  The Monthly Servicing Fee owing
               to the Servicer on the related
               Distribution Date is. . . . . . . . . . . . . . . $    79,149.52
                                                                 --------------

          (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 . . . . . . . . . . . $    79,149.52
                                                                 --------------


                                          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 . . . . . . . $    16,762.46
                                                                 --------------

          (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. . . . . . $    16,762.46
                                                                 --------------

     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 . . . . $    17,830.46
                                                                 --------------

               (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 . . . . $     2,028.24
                                                                 --------------

               (iii)  The aggregate Insurance Deductible
                      deposited by the Seller into the Cash
                      Reserve Account with respect to Auto
                      Loans acquired . . . . . . . . . . . . . . $   147,000.00
                                                                 --------------

               (iv)   The Insurance Reserve Amount as of
                      the end of the Due Period
                      is . . . . . . . . . . . . . . . . . . . . $   162,802.22
                                                                 --------------


                                          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 . . . . . . $ 1,046,734.76
                                                                 --------------

               (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 . . . . . . $ 1,107,585.85
                                                                 --------------

               (iii)  The amount to be deposited to 
                      (withdrawn from) the Available Cash
                      Reserve Amount with respect to the 
                      current Distribution Date is . . . . . . . $   (60,851.09)
                                                                 --------------

               (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 . . . . . . $ 1,046,734.76
                                                                 --------------

          (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 . . . . . . . . . . . . . . . . . . $ 1,209,536.98
                                                                 --------------

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with 
               respect to the related Due Period was . . . . . . $ 1,023,891.27
                                                                 --------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . . $    83,025.76
                                                                 --------------

          (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. . . . . . . . . . . . . $    11,372.52
                                                                 --------------


                                          4

<PAGE>

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . . . $ 1,118,289.55
                                                                 --------------

          (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. . . . . . . . $ 1,118,289.55
                                                                 --------------

     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. . . . . . . . . . . $    79,149.52
                                                                 --------------

          (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. . . . . . . . . . . $    16,762.46
                                                                 --------------

          (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 . . . . . $    61,059.53
                                                                 --------------

          (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 . . . . . . . . . $   613,912.10
                                                                 --------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . . . $   674,971.63
                                                                 --------------

          (g)  The amount of the aggregate distribution
               to be made on such Distribution Date
               which constitutes interest on the Seller
               Certificate at the Certificate Rate is. . . . . . $     7,946.34
                                                                 --------------


                                          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 . . . . $   257,099.91
                                                                 --------------

          (i)  The amount to be deposited (withdrawn) to 
               the Cash Reserve Account is . . . . . . . . . . . $   (60,851.09)
                                                                 --------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Partial Payment Amount is . . . . . . . . . . $    82,359.69
                                                                 --------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h)) is  . . . . . $    60,851.09
                                                                 --------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . . . $   325,897.34
                                                                 --------------

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

          (a)  The Investor Certificate Principal Balance
               as of December 31, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . . . $ 9,853,435.49
                                                                 --------------

          (b)  The Seller Certificate Principal
               Balance as of December 31, 1997 (after
               giving effect to the disbursements in
               reduction of principal, if any, on the
               related Distribution Date) was. . . . . . . . . . $ 1,105,129.14
                                                                 --------------


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


                                          6

<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this 15th day of January 1998.


                                        NYLIFE SFD Holding INC.
                                        as Master Administrator



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


                                          7
<PAGE>

                                       ANNEX A
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                DATED January 15, 1998


                     EVENT OF MASTER ADMINISTRATOR TERMINATION

                                        None


                                          8

<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                                DATED January 15, 1998


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


     1.   AGGREGATE PRINCIPAL BALANCE OF THE AUTO LOANS.

          As of December 31, 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)             1,173                $  8,398,807
                 30 - 59                  177                   1,386,065
                 60 - 89                   47                     365,989
                90 - 120                   40                     325,688
                over 120                  610                   3,657,954
                                       ------               -------------
                  Totals:               2,047               $  14,134,503
                                       ------
                                       ------

          Aggregate Principal Balance of Defaulted
          Auto Loans at December 31, 1997                            (3,186,241)
                                                                ---------------

          Aggregate Principal Balance allocable
          to Certificateholders                                 $    10,948,262
                                                                ---------------
                                                                ---------------


     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 . . . . $    712,251.53
                                                                 ---------------

          (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 . . . . $    310,277.57
                                                                 ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . . . $  1,022,529.10
                                                                 ---------------


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

                   19                 $157,308.52

     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. . . . . . . . $      1.641253
                                                                 ---------------

         (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 . . . $     16.501683
                                                                 ---------------

         (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 . . . . . . . . . . . $     18.142936
                                                                 ---------------


                                          10

<PAGE>

                                      ANNEX C
                                         TO
                            MASTER ADMINISTRATOR REPORT
                               DATED January 15, 1998

          Calculation of Required Cash Reserve Amount as of the January 20, 1998
Distribution Date.

          (i)    The Investor Certificate Principal Balance equals
                 $10,467,347.59.

          (ii)   Required Reserve Percentage equals 10%.

          (iii)  The Required Cash Reserve Amount equals (the product of (i) and
                 (ii)) $1,046,734.76.

          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


<TABLE>
<CAPTION>
<S><C>
                                                                                       RATIOS
                                                                                       ------
1.   DELINQUENCY RATIO:

     December Principal Balance 60+ days (net) =                356,725.53 =            2.52%
     ------------------------------------------        -------------------
       December Aggregate Principal Balance                  14,134,502.77


2.   THREE MONTH DELINQUENCY RATIO:

     Sum of October-December Principal Balances
              Balances 60+ days (net)          =              1,546,223.65 =            3.46%
     ------------------------------------------        -------------------
     Sum of October-December Principal Balances              44,702,109.70


3.   GROSS LOSS RATIO:

     Twelve times the:
     December Principal Balance of Defaulted
            Auto Loans repossessed             =                196,316.67 =           16.67%
     ------------------------------------------        -------------------
     December Aggregate Principal Balance                    14,134.502.77


4.   THREE MONTH GROSS LOSS RATIO:

     Twelve times the:
     Sum of October-December Principal Balances
       of Defaulted Auto Loans repossessed     =                887,073.16 =           23.81%
     ------------------------------------------        -------------------
     Sum of October-December Principal Balances              44,702,109.70


5.   ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
      ALPI Claims not paid within timeframe    =                568,641.17 =           40.46%
     ------------------------------------------        -------------------
       Principal Balance of Eligible Claims                   1,405,434.55
</TABLE>


                                      13


<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                NAFCO AUTO TRUST - 3 

                     For the November 20, 1997 Distribution Date

                     For the period beginning on October 1, 1997
                  and ending on October 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 November 18, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               October 1, 1997 was . . . . . . . . . . . . . .         .47057859
                                                                ----------------

          (b)  The Pool Factor with respect to
               October 31, 1997 was. . . . . . . . . . . . . .         .44862406
                                                                ----------------

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

          (a)  The Investor Certificate Principal 
               Balance as of October 1, 1997 
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . .  $  15,538,505.07
                                                                ----------------


                                          1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of October 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution 
               Date) was.. . . . . . . . . . . . . . . . . . .  $   1,850,029.20
                                                                ----------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . .            *8.74%
                                                                ----------------

          (b)  The Three Month Deliquency Ratio is . . . . . .            *9.32%
                                                                ----------------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . .           *21.75%
                                                                ----------------

          (d)  The Three Month Gross Loss Ratio is . . . . . .           *25.95%
                                                                ----------------

          (e)  The percentage of eligible claims on the 
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . .           *59.05%
                                                                ----------------

          (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 $391,117.33 of claims which are currently in dispute.  Such disputed
claims represent 12.61% 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  . . . . . . . . . . . . .     $  81,494.91
                                                                   ------------

          (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 . . . . . . . . . .      $ 81,494.91
                                                                    -----------


                                          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 . . . . . .     $  22,203.55
                                                                   ------------

          (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  . . . .     $  22,203.55
                                                                   ------------

     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 . . . . .  $  233,171.74
                                                                  -------------

              (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 . . . . .  $   19,877.91
                                                                  -------------


                                          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 . . . . . . . .  $  213,293.83
                                                                  -------------

          (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 . . . . . . .  $1,553,850.51
                                                                  -------------

              (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 . . . . . . .  $1,634,458.90
                                                                  -------------

             (iii)  The amount to be deposited to 
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is . . . . . . . .  $  (80,608.39)
                                                                  -------------

              (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 . . . . . . .  $1,553,850.51
                                                                  -------------

          (c)  The total Cash Reserve Account as of the
               end of the Due Period (after giving effect
               to the deposits and withdrawals in (a) and
               (b) above) is . . . . . . . . . . . . . . . . . .  $1,767,144.34
                                                                  -------------


                                          4
<PAGE>

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with 
               respect to the related Due Period was . . . . . .  $1,045,933.55
                                                                  -------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . .  $   64,171.26
                                                                  -------------

          (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. . . . . . . . . . . . . . . . .  $   14,580.95
                                                                  -------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . . .  $1,124,685.76
                                                                  -------------

          (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. . . . . . . .  $1,124,685.76
                                                                  -------------

     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. . . . . . . . . . .  $   81,494.91
                                                                  -------------

          (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. . . . . . . . . . .  $   22,203.55
                                                                  -------------


                                          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 . . . . .  $   84,166.90
                                                                  -------------

          (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 . . . . . . . . .  $  724,938.49
                                                                  -------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . . .  $  809,105.39
                                                                  -------------

          (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. . . . . .  $   10,020.99
                                                                  -------------

          (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 . . . .  $  138,493.07
                                                                  -------------

          (i)  The amount to be deposited (withdrawn)in 
               the Cash Reserve Account is . . . . . . . . . . .  $  (80,608.39)
                                                                  -------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Reinvestment Amount and the 
               Partial Payment Amount is . . . . . . . . . . . .  $   63,367.85
                                                                  -------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h) is . . . . . .  $   80,608.39
                                                                  -------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . . .  $  229,122.45
                                                                  -------------


                                          6
<PAGE>

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

          (a)  The Investor Certificate Principal Balance
               as of October 31, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . .   $14,813,566.58
                                                                 --------------

          (b)  The Seller Certificate Principal
               Balance as of October 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. . . . . .    $1,711,536.13
                                                                  -------------

     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].


                                          7
<PAGE>

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 18th day of November 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 November 18, 1997


                      EVENT OF MASTER ADMINISTRATOR TERMINATION

                                         None


                                          9
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED November 18, 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 October 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)             1314                     $11,277,423
                 30 - 59                  184                       1,753,657
                 60 - 89                   54                         554,227
                90 - 120                   59                         573,704
                over 120                  691                       4,822,587
                                        -----                     -----------
              Totals:                   2,302                     $18,981,598
                                        -----
                                        -----

          Aggregate Principal Balance of Defaulted
          Auto Loans at October 31, 1997                          (2,522,079)
                                                                  -----------

          Aggregate Principal Balance allocable
           to Certificateholders                                  $16,459,519
                                                                  -----------
                                                                  -----------

     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 . . .    $866,483.80
                                                                  -----------

          (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 . . . . . . . . . . . . . . . . . . . . . .    $160,375.25
                                                                  -----------
          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was
               [a+b] . . . . . . . . . . . . . . . . . . . . .  $1,026,859.05
                                                                -------------


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

                  22                     $203,632.40

     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 . . . . .    $  2.548967
                                                                  -----------

         (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 . . . . . . . . . . . . . . . . . . .    $ 21.954527
                                                                  -----------

         (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 . . . . . . . . . .    $ 24.503494
                                                                  -----------


                                          11
<PAGE>

                                       ANNEX C
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED November 18, 1997

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

          (i)       The Investor Certificate Principal Balance equals
                    $15,538,505.07

          (ii)      Required Reserve Percentage equals 10%.

          (iii)     The Required Cash Reserve Amount equals (the product of (i)
                    and (ii)) $1,553,850.51

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


     "REQUIRED RESERVE PERCENTAGE" MEANS:

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

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

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

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


                                          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



<TABLE>
<CAPTION>
<S><C>
                                                                                       RATIOS
                                                                                       ------
1.   DELINQUENCY RATIO:

     October Principal Balance 60+ days (net)  =              1,658,439.01 =            8.74%
     ------------------------------------------        -------------------
       October Aggregate Principal Balance                   18,981,597.86


2.   THREE MONTH DELINQUENCY RATIO:

     Sum of August-October Principal Balances
                       60+ days (net)          =              5,525,392.54 =            9.32%
     ------------------------------------------        -------------------
     Sum of August-October Principal Balances                59,260,723.90


3.   GROSS LOSS RATIO:

     Twelve times the:
       October Principal Balance of Defaulted
            Auto Loans repossessed             =                343,990.49 =           21.75%
     ------------------------------------------        -------------------
       October Aggregate Principal Balance                   18,981,597.86


4.   THREE MONTH GROSS LOSS RATIO:

     Twelve times the:
     Sum of August-October Principal Balances
       of Defaulted Auto Loans repossessed     =              1,281,329.64 =           25.95%
     ------------------------------------------        -------------------
     Sum of August-October Principal Balances                59,260,723.90


5.   ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
      ALPI Claims not paid within timeframe    =              1,738,443.94 =           59.05%
     ------------------------------------------        -------------------
       Principal Balance of Eligible Claims                   2,943,812.65
</TABLE>


                                      14

<PAGE>

                             MASTER ADMINISTRATOR REPORT

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

                                 NAFCO AUTO TRUST - 3

                     For the December 22, 1997 Distribution Date

                     For the period beginning on November 1, 1997
                  and ending on November 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 December 18, 1997.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect
               to November 1, 1997 was . . . . . . . . . . . . .      .44862406
                                                                 --------------

          (b)  The Pool Factor with respect to
               November 30, 1997 was . . . . . . . . . . . . . .      .42629330
                                                                 --------------

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

          (a)  The Investor Certificate Principal
               Balance as of November 1, 1997
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . . . $14,813,566.58
                                                                 --------------


                                          1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of November 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution
               Date) was.. . . . . . . . . . . . . . . . . . . . $ 1,711,536.13
                                                                 --------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

          (a)  The Delinquency Ratio is. . . . . . . . . . . . .        *12.01%
                                                                 --------------

          (b)  The Three Month Deliquency Ratio is . . . . . . .        *10.07%
                                                                 --------------

          (c)  The Gross Loss Ratio is . . . . . . . . . . . . .        *18.65%
                                                                 --------------

          (d)  The Three Month Gross Loss Ratio is . . . . . . .        *25.38%
                                                                 --------------

          (e)  The percentage of eligible claims on the
               ALPI policy not paid in a timely manner
               is(*) . . . . . . . . . . . . . . . . . . . . . .        *49.01%
                                                                 --------------

          (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 $496,001.95 of claims which are currently in dispute.  Such disputed
claims represent 28.81% 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  . . . . . . . . . . . . . . $    81,814.72
                                                                 --------------

          (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 . . . . . . . . . . . $    81,814.72
                                                                 --------------


                                          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 . . . . . . . $    17,237.48
                                                                 --------------

          (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  . . . . . $    17,237.48
                                                                 --------------

     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. . . . . $   213,293.83
                                                                 --------------

               (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. . . . . $    11,819.45
                                                                 --------------


                                          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. . . . . . . . . . . . . . . . . . . . . $   201,474.38
                                                                 --------------

          (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. . . . . . . $ 1,481,356.66

                                                                 --------------
               (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. . . . . . . $ 1,553,850.51
                                                                 --------------

               (iii) The amount to be deposited to
                     (withdrawn from) the Available Cash
                     Reserve Amount with respect to the
                     current Distribution Date is. . . . . . . . $   (72,493.85)
                                                                 --------------

               (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. . . . . . . $ 1,481,356.66
                                                                 --------------

          (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 . . . . . . . . . . . . . . . . . . $ 1,682,831.04
                                                                 --------------


                                          4
<PAGE>

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with
               respect to the related Due Period was . . . . . . $   861,383.90
                                                                 --------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . . . $    63,367.85
                                                                 --------------

          (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  . . . . . . . . . . . . . . . . $    11,841.57
                                                                 --------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . . . $   936,593.32
                                                                 --------------

          (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. . . . . . . . $   936,593.32
                                                                 --------------

     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. . . . . . . . . . . $    81,814.72
                                                                 --------------

          (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. . . . . . . . . . . $    17,237.48
                                                                 --------------


                                          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 . . . . . $    80,240.15
                                                                 --------------

          (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 . . . . . . . . . $   737,361.96
                                                                 --------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . . . $   817,602.11
                                                                 --------------

          (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. . . . . . $     -0-
                                                                 --------------

          (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 . . . . $     -0-
                                                                 --------------

          (i)  The amount to be deposited (withdrawn)in
               the Cash Reserve Account is . . . . . . . . . . . $   (72,493.85)
                                                                 --------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Reinvestment Amount and the
               Partial Payment Amount is . . . . . . . . . . . . $    67,496.80
                                                                 --------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h) is . . . . . . $    24,936.06
                                                                 --------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . . . $    24,936.06
                                                                 --------------


                                          6
<PAGE>

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

          (a)  The Investor Certificate Principal Balance
               as of November 30, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . . . $14,076,204.62
                                                                 --------------

          (b)  The Seller Certificate Principal
               Balance as of November 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. . . . . . . $ 1,711,536.13
                                                                 --------------

     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].


                                          7
<PAGE>

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 18th day of December 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 December 18, 1997


                      EVENT OF MASTER ADMINISTRATOR TERMINATION

                                         None


                                          9
<PAGE>

                                       ANNEX B
                                          TO
                             MASTER ADMINISTRATOR REPORT
                               DATED December 18, 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 November 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)           1239                   $10,344,091
                   30 - 59                206                     1,903,659
                   60 - 89                 57                       594,948
                   90 - 120                40                       388,461
                   over 120               735                     5,103,897
                                        -----                   -----------
               Totals:                  2,277                   $18,355,056
                                        -----             
                                        -----               


          Aggregate Principal Balance of Defaulted
          Auto Loans at November 30, 1997. . . . . . . . . . . .     (2,694,829)
                                                                 --------------

          Aggregate Principal Balance allocable
          to Certificateholders. . . . . . . . . . . . . . . . . $   15,640,227
                                                                 --------------
                                                                 --------------

     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 . . . . $   679,886.02
                                                                 --------------

          (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 . . . . $   165,549.48
                                                                 --------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . . . $   845,435.50
                                                                 --------------


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

                 35                                        $349,946.06

     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. . . . . . . . $     2.430047
                                                                 --------------

          (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 . . . $    22.330768
                                                                 --------------

          (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 . . . . . . . . . . . $    24.760815
                                                                 --------------


                                          11
<PAGE>

                                      ANNEX C
                                         TO
                            MASTER ADMINISTRATOR REPORT
                              DATED December 18, 1997

Calculation of Required Cash Reserve Amount as of the December 22, 1997
Distribution Date.

               (i)   The Investor Certificate Principal
                     Balance equals $14,813,566.58

               (ii)  Required Reserve Percentage equals 10%.

               (iii) The Required Cash Reserve Amount equals (the product of (i)
                     and (ii)) $1,481,356.66

               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



<TABLE>
<CAPTION>
<S><C>
                                                                                       RATIOS
                                                                                       ------
1.   DELINQUENCY RATIO:

     November Principal Balance 60+ days (net) =              2,202,199.40 =           12.01%
     ------------------------------------------        -------------------
       November Aggregate Principal Balance                  18,335,056.41


2.   THREE MONTH DELINQUENCY RATIO:

     Sum of September-November Principal Balances
                       60+ days (net)          =              5,744,587.07 =           10.07%
     ------------------------------------------        -------------------
     Sum of September-November Principal Balances            57,066,260.67


3.   GROSS LOSS RATIO:

     Twelve times the:
       November Principal Balance of Defaulted
            Auto Loans repossessed             =                285,005.27 =           18.65%
     ------------------------------------------        -------------------
       November Aggregate Principal Balance                  18,335,056.41


4.   THREE MONTH GROSS LOSS RATIO:

     Twelve times the:
     Sum of September-November Principal Balances
       of Defaulted Auto Loans repossessed     =              1,206,766.66 =           25.38%
     ------------------------------------------        -------------------
     Sum of September-November Principal Balances            57,066,260.67


5.   ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
      ALPI Claims not paid within timeframe    =                843,616.17 =           49.01%
     ------------------------------------------        -------------------
       Principal Balance of Eligible Claims                   1,721,388.46
</TABLE>


                                      14

<PAGE>

                           MASTER ADMINISTRATOR REPORT

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

                               NAFCO AUTO TRUST - 3

                  For the January 20, 1998 Distribution Date

                 For the period beginning on December 1, 1997
              and ending on December 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 January 15, 1998.

     5.   POOL FACTOR.

          (a)  The Pool Factor with respect to
               December 1, 1997 was. . . . . . . . . . . . . .       .42629330
                                                                ---------------

          (b)  The Pool Factor with respect to
               December 31, 1997 was . . . . . . . . . . . . .       .40244984
                                                                ---------------

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

          (a)  The Investor Certificate Principal
               Balance as of December 1, 1997
               (after giving effect to the disbursements
               in reduction of principal, if any,
               on the immediately preceding
               Distribution Date) was. . . . . . . . . . . . .  $ 14,076,204.62
                                                                ---------------


                                        1
<PAGE>

          (b)  The Seller Certificate Principal
               Balance as of December 1, 1997 (after
               giving effect to the disbursements
               in reduction of principal, if any, on
               the immediately preceding Distribution
               Date) was . . . . . . . . . . . . . . . . . . .  $ 1,711,536.13
                                                                ---------------

     7.   OCCURRENCE OF A REQUIRED RESERVE EVENT

     (a)  The Delinquency Ratio is . . . . . . . . . . . . . .          *11.91%
                                                                ---------------

     (b)  The Three Month Deliquency Ratio is. . . . . . . . .          *10.85%
                                                                ---------------

     (c)  The Gross Loss Ratio is. . . . . . . . . . . . . . .          *16.09%
                                                                ---------------

     (d)  The Three Month Gross Loss Ratio is. . . . . . . . .          *18.90%
                                                                ---------------

     (e)  The percentage of eligible claims on the
          ALPI policy not paid in a timely manner
          is(*). . . . . . . . . . . . . . . . . . . . . . . .         * 52.31%
                                                                ---------------

     (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 $478,056.63 of claims which are currently in dispute.  Such disputed
claims represent 25.44% 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. . . . . . . . . . . . . .  $     77,454.77
                                                                ---------------

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

          (c)  The total Monthly Servicing Fee paid
               or payable to the Servicer in respect
               of such Due Period [a+b] is . . . . . . . . . .  $     77,454.77
                                                                ---------------


                                        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 . . . . . .  $     19,121.76
                                                                ---------------

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

          (c)  The total Monthly Administrator Fee
               paid or payable to the Master Administrator
               in respect of such Due Period [a+b] is. . . . .  $     19,121.76
                                                                ---------------

     11.  THE CASH RESERVE ACCOUNT.

          (a)  The Insurance Reserve Amount/The Insurance
               Deductible

               (i)  The Insurance Reserve Amount as
                    of the first day of the Due Period . . . .  $    201,474.38
                                                                ---------------

               (ii) The aggregate Insurance Deductible
                    deposited by the Seller into the
                    Cash Reserve Account with respect
                    to Auto Loans acquired.. . . . . . . . . .  $    130,000.00
                                                                ---------------

               (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 . . . .  $     51,886.11
                                                                ---------------


                                        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 . . . . . . . . . . . . . . . . . . . .  $    279,588.27
                                                                ---------------

          (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 . . . . . .  $  1,407,620.46
                                                                ---------------

               (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 . . . . . .  $  1,481,356.66
                                                                ---------------

               (iii)The amount to be deposited to
                    (withdrawn from) the Available Cash
                    Reserve Amount with respect to the
                    current Distribution Date is . . . . . . .  $   (73,736.20)
                                                                ---------------

               (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 . . . . . .  $  1,407,620.46
                                                                ---------------

          (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 . . . . . . . . . . . . . . . . .  $  1,687,208.73
                                                                ---------------


                                        4
<PAGE>

     12.  AVAILABLE FUNDS.

          (a)  The amount of Available Funds with
               respect to the related Due Period was . . . . .  $    954,721.33
                                                                ---------------

          (b)  The amount of Available Funds with
               respect to the immediately preceding
               Due Period that were retained in the
               Collection Account was. . . . . . . . . . . . .  $     67,496.80
                                                                ---------------

          (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. . . . . . . . . . . . . . . .  $     12,985.47
                                                                ---------------

          (d)  Total distributable funds with respect
               to the related Due Period [a+b+c] was . . . . .  $  1,035,203.60
                                                                ---------------

          (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. . . . . . .  $  1,035,203.60
                                                                ---------------

     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. . . . . . . . . .  $     77,454.77
                                                                ---------------

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

          (c)  The amount of the Monthly Administrator
               Fee to be paid to the Master Administrator
               on such Distribution Date is. . . . . . . . . .  $     19,121.76
                                                                ---------------


                                        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 . . . .  $     76,246.11
                                                                ---------------

          (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 . . . . . . . .  $    787,310.80
                                                                ---------------

          (f)  The total amount of the distribution
               to be made on such Distribution Date
               to the Investor Certificateholders [d+e] is . .  $    863,556.91
                                                                ---------------

          (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. . . . .  $      8,800.59
                                                                ---------------

          (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 . . .  $         -0-
                                                                ---------------

          (i)  The amount to be deposited (withdrawn)in
               the Cash Reserve Account is . . . . . . . . . .  $   (73,736.20)
                                                                ---------------

          (j)  The amount to be retained in the
               Collection Account with respect to
               the Reinvestment Amount and the
               Partial Payment Amount is . . . . . . . . . . .  $     66,269.57
                                                                ---------------

          (k)  The amount to be disbursed to the
               Seller Certificateholder (other than the
               amounts referred to in (g) and (h) is . . . . .  $     73,736.20
                                                                ---------------

          (l)  The total amount of the
               distribution to be made to the
               Seller Certificateholders [g+h+k] is. . . . . .  $     82,536.79
                                                                ---------------


                                        6
<PAGE>

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

          (a)  The Investor Certificate Principal Balance
               as of December 31, 1997 (after giving
               effect to the disbursements in reduction
               of principal, if any, on the immediately
               preceding Distribution Date) was. . . . . . . .  $ 13,288,893.82
                                                                ---------------

          (b)  The Seller Certificate Principal
               Balance as of December 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. . . . . .  $  1,711,536.13
                                                                ---------------

     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].


                                        7
<PAGE>

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 15th day of January 1998.


                    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 January 15, 1998


                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                        9
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED January 15, 1998


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


     1.   AGGREGATE PRINCIPAL BALANCE OF THE AUTO LOANS.

          As of December 31, 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)           1218                       $  9,905,768
                 30 - 59               181                          1,662,313
                 60 - 89                56                            509,173
                90 - 120                36                            345,310
                over 120               764                          5,198,000
                                   -------                       ------------
                 Totals:             2,255                       $ 17,620,564
                                   -------
                                   -------

          Aggregate Principal Balance of Defaulted
          Auto Loans at December 31, 1997                           (2,855,127)
                                                                ---------------

          Aggregate Principal Balance allocable
          to Certificateholders                                     $14,765,437
                                                                ---------------
                                                                ---------------

     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 . . .  $    701,821.62
                                                                ---------------

          (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 . . .  $    202,240.83
                                                                ---------------

          (c)  The total amounts collected on the Auto
               Loans and deposited into the Collection
               Account for the Due Period was [a+b]. . . . . .  $    904,062.45
                                                                ---------------


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

                  38                                 $406,193.42

     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  . . . . . .  $      2.309089
                                                                ---------------

         (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 . .  $     23.843452
                                                                ---------------

         (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 . . . . . . . . . .  $     26.152541
                                                                ---------------


                                       11
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED January 15, 1998

          Calculation of Required Cash Reserve Amount as of the January 20, 1998
Distribution Date.

          (i)   The Investor Certificate Principal Balance equals $14,076,204.62

          (ii)  Required Reserve Percentage equals 10%.

          (iii) The Required Cash Reserve Amount equals (the product of (i) and
                (ii)) $1,407,620.46

          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



<TABLE>
<CAPTION>
<S><C>
                                                                                       RATIOS
                                                                                       ------
1.   DELINQUENCY RATIO:

     December Principal Balance 60+ days (net) =              2,099,031.37 =           11.91%
     ------------------------------------------        -------------------
       December Aggregate Principal Balance                  17,620,564.73


2.   THREE MONTH DELINQUENCY RATIO:

     Sum of October-December Principal Balances
                       60+ days (net)          =              5,959,669.78 =           10.85%
     ------------------------------------------        -------------------
     Sum of October-December Principal Balances              54,937,219.00


3.   GROSS LOSS RATIO:

     Twelve times the:
     December Principal Balance of Defaulted
            Auto Loans repossessed             =                236,279.44 =           16.09%
     ------------------------------------------        -------------------
       December Aggregate Principal Balance                  17,620,564.73


4.   THREE MONTH GROSS LOSS RATIO:

     Twelve times the:
     Sum of October-December Principal Balances
       of Defaulted Auto Loans repossessed     =                865,275.20 =           18.90%
     ------------------------------------------        -------------------
     Sum of October-December Principal Balances              54,937,219.00


5.   ALPI CLAIMS PAYMENT TEST:

         Aggregate Principal Balance of
      ALPI Claims not paid within timeframe    =                982,953.93 =           52.31%
     ------------------------------------------        -------------------
       Principal Balance of Eligible Claims                   1,879,034.40
</TABLE>


                                      14



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