AUTO FUNDING II L P
10-Q, 1999-05-11
ASSET-BACKED SECURITIES
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<PAGE>

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

                                    FORM 10-Q


     (Mark One)

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

     For the quarterly period ended March 31, 1999

                                       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-2, and NAFCO Auto Trust-3
             (Exact name of registrant as specified in its charter)

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

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

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

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

                           Yes [X]            No [ ]

<PAGE>

                                TABLE OF CONTENTS


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

Item 1.      Financial Statements                                          3
Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations Properties                3
Item 3.      Quantitative and Qualitative Disclosures About Market Risk    3

Part II      Other Information

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

Signatures                                                                 6


                                       2

<PAGE>

                                     PART I

Item 1.   Financial Statements

Not applicable.

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

Not applicable.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable.


                                       3

<PAGE>

                                     PART II

Item 1.   Legal Proceedings

None.

Item 2.   Changes in Securities

None.

Item 3.   Defaults on Senior Securities

None.

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

None.

Item 5.   Other Information

A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND FINAL 
PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 7% CERTIFICATES OF NAFCO AUTO 
TRUST-2" dated January 19, 1999 has been issued by the Trustee, Bankers 
Trust Company. Such notice states that pursuant to Section 11.01(b) of that 
certain Amended and Restated Pooling and Servicing Agreement dated as of June 
1, 1995 among NAFCO Auto Funding, L.P. (now known as Auto Funding II, L.P.), 
as Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as Master 
Administrator, American Lenders Facilities, Inc. ("ALFI") as Successor 
Servicer, and Bankers Trust Company, as Trustee, that the Master 
Administrator will purchase all Auto Loans from NAFCO Auto Trust-2 (the 
"Trust") as of January 31, 1999 (the "Purchase Date").

On February 22, 1999, the Master Administrator deposited the aggregate 
Principal Balance of all outstanding Auto Loans and all accrued interest 
through the Purchase Date into the Trust Collection Account. On such date, 
the Distribution Date immediately following the Purchase Date, the Trustee 
distributed such amounts in payment of the principal and accrued interest on 
the NAFCO Auto Trust-2 Investor Certificates to the Investor 
Certificateholders. The distribution to Investor Certificateholders on 
February 22, 1999 constituted the final payment of monies due and owing to 
Investor Certificateholders pursuant to the Trust.

A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND FINAL 
PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 6.5% CERTIFICATES OF NAFCO AUTO 
TRUST-3" dated April 16, 1999 has been issued by the Trustee, Bankers Trust 
Company. Such notice states that pursuant to Section 11.01 (b) of that 
certain Amended and Restated Pooling and Servicing Agreement dated as of 
October 1, 1995, among NAFCO Auto Funding, L.P. (now known as Auto Funding 
II, L.P.), as Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as 
Master Administrator. American Lenders Facilities, Inc. ("ALFI"), as 
Successor Servicer, and Bankers Trust Company, as Trustee, that the Master 
Administrator will purchase all Auto Loans from NAFCO Auto Trust-3 (the 
"Trust") as of April 30, 1999 (the "Purchase Date").

In April 1999, ALFI notified the Master Administrator that it has elected to 
discontinue servicing sub-prime automobile receivables. While ALFI has 
informed the Master Administrator that it intends to honor all of its 
servicing commitments, the Master Administrator is working with ALFI to 
determine an appropriate course of action with regard to the future servicing 
of the Auto Loans in the Trusts.

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.

This Quarterly Report on Form 10-Q should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

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

          (99)   Additional Exhibits

          (99.2) Trust - 2

          Master Administrator Reports dated (i) February 22, 1999 for the Due
          Period beginning on January 1, 1999 and ending on January 31, 1999.

                                       4

<PAGE>

          (99.3) Trust - 3

          Master Administrator Reports dated (i) February 22, 1999 for the Due
          Period beginning on January 1, 1999 and ending on January 31, 1999, 
          (ii) March 22, 1999 for the Due Period beginning on February 1, 1999
          and ending on February 28, 1999, (iii) April 20, 1999 for the Due
          Period beginning on March 1, 1999 and ending on March 31, 1999.


                                       5

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on May 11, 1999.



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


                            By:  NYLIFE Depositary Corporation
                                 General Partner

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

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

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.                Description                                    Page #

99.2                       Master Administrator Reports                   32-67
                           for Trust - 2
99.3                       Master Administrator Reports                   68-103
                           for Trust - 3

<PAGE>

                           MASTER ADMINISTRATOR REPORT

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

                              NAFCO AUTO TRUST - 2

                   For the February 22, 1999 Distribution Date

                 For the period beginning on January 1, 1999 and
                  ending on January 31, 1999 (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, American Lenders Facilities Inc., 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 February 18, 1999.

         5.       POOL FACTOR.

<TABLE>
<S>                                                                                        <C>    
                  (a)      The Pool Factor with respect to
                             January 1, 1999 was..........................................      .09092833
                                                                                           --------------

                  (b)      The Pool Factor with respect to
                             January 31, 1999 was ........................................      .00000000
                                                                                           --------------

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

                  (a)      The Investor Certificate Principal Balance as of
                           January 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding
                             Distribution Date) was....................................... $ 3,382,806.56
                                                                                           --------------


                                       1
<PAGE>

                  (b)      The Seller Certificate Principal Balance as of
                           January 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution
                            Date) was..................................................... $   398,324.12
                                                                                           --------------

         7.       OCCURRENCE OF A REQUIRED RESERVE EVENT

                  (a)      The Delinquency Ratio is.......................................         *18.81%
                                                                                           --------------

                  (b)      The Three Month Delinquency Ratio is...........................         *17.67%
                                                                                           --------------

                  (c)      The Gross Loss Ratio is........................................           8.94% 
                                                                                           --------------

                  (d)      The Three Month Gross Loss Ratio is............................           9.28% 
                                                                                           --------------

                  (e)      The percentage of eligible claims on the ALPI policy
                           not paid in a timely manner
                           is(*)..........................................................         *16.93%
                                                                                           --------------

                  (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 $154,822.71 of claims which are currently in dispute. Such disputed
claims represent 9.20% of all eligible claims.

         8.       AGGREGATE MONTHLY SERVICING FEE.

                  (a)      The Monthly Servicing Fee owing
                           to the Servicer on the related
                             Distribution Date is ........................................ $    38,958.81
                                                                                           --------------

                  (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.................................. $    38,958.81 
                                                                                           --------------


                                       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 ......................... $     4,507.90 
                                                                                           --------------

                  (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 ...................... $     4,507.90 
                                                                                           --------------

         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.................... $      0          
                                                                                           --------------
                           (ii)     The aggregate amount to be (deposited)/
                                    withdrawn from the Insurance Reserve,
                                    Amount deposited/(withdrawn) into the
                                    Collection Account and applied
                                    against the aggregate amount of
                                    the Insurance Deductible.............................. $    32,373.14  
                                                                                           --------------
                           (iii)    Additional Insurance Deductible
                                    deposited by the Seller into the Cash
                                    Reserve Account....................................... $      0        
                                                                                           --------------

                           (iv)     The Insurance Reserve Amount as of
                                    the end of the Due Period


                                       3
<PAGE>

                                    is.................................................... $    32,373.14
                                                                                           --------------

                  (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........................ $   338,280.66
                                                                                           --------------

                           (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........................ $   288,839.09
                                                                                           --------------

                           (iii)    The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the
                                    current Distribution Date is.......................... $     -0-       
                                                                                           --------------

                           (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........................ $   288,839.09
                                                                                           --------------

                  (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.................................................. $   321,212.23
                                                                                           --------------

         12.      AVAILABLE FUNDS.

                  (a)      The amount of Available Funds with
                           respect to the related Due Period was.......................... $ 3,773,752.05 
                                                                                           --------------

                  (b)      The amount of Available Funds with respect to the
                           immediately preceding Due Period that were retained
                           in the Collection Account was.................................. $      0
                                                                                           --------------


                                       4
<PAGE>

                  (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....................................... $     4,507.90 
                                                                                           --------------

                  (d)      Total distributable funds with respect
                             to the related Due Period [a+b+c] was ....................... $ 3,778,259.95 
                                                                                           --------------

                  (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 .......................... $ 3,778,259.95  
                                                                                           --------------

         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................................... $    38,958.81 
                                                                                           --------------

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

                  (c)      The amount of the Monthly Administrator
                           Fee to be paid to the Master Administrator
                           on such Distribution Date is................................... $     4,507.90 
                                                                                           --------------

                  (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 ..................... $    19,733.04 
                                                                                           --------------

                  (e)      The amount of the aggregate distribution to be made
                           on such Distribution Date which constitutes payments
                           in reduction of principal with respect
                            to the Investor Certificates is .............................. $   308,784.93
                                                                                           --------------

                  (e) (1)   Final principal payment to the Investor
                            Certificateholders pursuant to the purchase


                                       5
<PAGE>

                           of auto loans by the Master Administrator...................... $ 3,074.021.63
                                                                                           --------------


                                       6
<PAGE>

                  (f)      The total amount of the distribution
                           to be made on such Distribution Date
                             to the Investor Certificateholders [d+e] is.................. $ 3,402,539.60 
                                                                                           --------------

                  (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........... $     2,323.56
                                                                                           --------------

                  (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................................................. $    56,766.16
                                                                                           --------------

                  (i)      The amount to be deposited (withdrawn) to
                             the Cash Reserve Account is.................................. $     -0-         
                                                                                           --------------

                  (j)      The amount to be retained in the
                           Collection Account with respect to
                             the Partial Payment Amount is ............................... $      0         
                                                                                           --------------

                  (k)      The amount to be disbursed to the
                           Seller Certificateholder (other than the
                             amounts referred to in (g) and (h)) is ...................... $   273,163.92 
                                                                                           --------------

                  (l)      The total amount of the
                           distribution to be made to the
                           Seller Certificateholders [g+h+k] is .......................... $   332,253.64
                                                                                           --------------

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

                  (a)      The Investor Certificate Principal Balance as of
                           January 31, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was............... $      0         
                                                                                           --------------

                  (b)      The Seller Certificate Principal Balance as of
                           January 31, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the related Distribution Date) was.............................. $  341,557.96
                                                                                           --------------
</TABLE>


                                       7
<PAGE>

         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].


                                       8
<PAGE>

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 18th day of February 1999.


                             NYLIFE SFD Holding INC.
                               as Master Administrator


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


                                       9
<PAGE>

                                    ANNEX A
                                       TO
                          MASTER ADMINISTRATOR REPORT
                            DATED February 18, 1999

                   EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       10
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED February 18, 1999

         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 PERFORMING ACTIVE LOANS.

             As of January 31, 1999 [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)          784                     $  2,865,428
                           30 - 59             71                          323,011
                           60 - 89             18                           67,767
                           90 - 119            13                           64,722
                          120 - 179            19                           94,652
                          180 and over          0                            - 0 -   
                                            -----                     ------------
                      Totals:                 905                     $  3,415,580
                                            =====                     ------------

              Aggregate Principal Balance of Defaulted
              Auto Loans at January 31, 1999                             3,090,279
                                                                      ------------
</TABLE>

    2.       TOTAL AMOUNTS COLLECTED DURING THE DUE PERIOD AND DEPOSITED INTO
             THE COLLECTION ACCOUNT.

<TABLE>
<S>                                                                        <C>            
             (a)      The total amount of Payments collected
                      on the Auto Loans and deposited into the
                      Collection Account for the Due Period was........... $ 3,747,220.34 
                                                                           ---------------

             (b)      The total amount of Recoveries on
                      Defaulted Auto Loans collected on the
                      Auto Loans and deposited into the
                      Collection Account for the Due Period was........... $    58,904.85
                                                                           ----------------

             (c)      The total amounts collected on the Auto Loans and
                      deposited into the Collection
                      Account for the Due Period was [a+b]................ $ 3,806,125.19
                                                                            --------------
</TABLE>


                                       11
<PAGE>

    3.       DEFAULTED AUTO LOANS.

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

<TABLE>
<CAPTION>
                      Number of                  Aggregate Principal
                      Auto Loans                Balance of Auto Loans
                      ----------                ---------------------
<S>                                                   <C>       
                           8                          $35,301.88
</TABLE>

    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%.

<TABLE>
<S>                                                                                    <C>    
             (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
                    $1,000 Initial Principal Amount is ................................$     0.530415
                                                                                        -------------

             (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 $1,000 Initial Principal Amount is .......................$    90.928327 
                                                                                        -------------

             (c)  The total amount of the distribution to be made on such
                  Distribution Date to the Investor Certificateholders on the
                  basis of $1,000
                    Initial Principal Amount is .......................................$    91.458742
                                                                                        -------------
</TABLE>


                                       12
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED February 18, 1999

             Calculation of Required Cash Reserve Amount as of the February 22,
1999 Distribution Date.

         (i)      The Investor Certificate Principal Balance equals
                  $3,382,806.56.

         (ii)     Required Reserve Percentage equals 10%.

         (iii)    The Required Cash Reserve Amount equals (the product of (i)
                  and (ii)) $338,280.66.

         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;


                                       13
<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.


                                       14

<PAGE>

                                    ANNEX C.1

<TABLE>
<CAPTION>

                                                                          Ratios
                                                                          ------
<S> <C>                                              <C>                  <C>
1.  Delinquency Ratio:

    January Principal Balance 60+ days (net)  =       1,223,594.74   =    18.81%
    ----------------------------------------         -------------
    January Aggregate Principal Balance               6,505,858.39


2.  Three Month Delinquency Ratio:

    Sum of November - January Principal Balances
             Balances 60+ days (net)          =       3,632,910.93   =    17.67%
    ----------------------------------------         -------------
    Sum of November - January Principal Balances     20,563,245.54


3.  Gross Loss Ratio:

    Twelve times the:
      January Principal Balance of Defaulted
          Auto Loans repossessed              =          48,483.39   =     8.94%
    ----------------------------------------         -------------
    January Aggregate Principal Balance               5,505,858.39


4.  Three month Gross Loss Ratio:

      Twelve times the:
    Sum of November - January Principal Balances
       of Defaulted Auto Loans repossessed    =         159,104.16   =     9.28%
    ----------------------------------------         -------------
    Sum of November - January Principal Balances     20,563,245.54


5.  ALPI Claims Payment Test:

        Aggregate Principal Balance of
    ALPI Claims not paid within timeframe     =         284,993.73   =    16.93%
    ----------------------------------------         -------------
     Principal Balance of Eligible Claims             1,683,449.10
</TABLE>


<PAGE>

                           MASTER ADMINISTRATOR REPORT

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

                              NAFCO AUTO TRUST - 3

                   For the February 22, 1999 Distribution Date

                   For the period beginning on January 1, 1999
                and ending on January 31, 1999 (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, American Lenders Facilties Inc., 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 February 18, 1999.

         5.       POOL FACTOR.

<TABLE>
<S>                                                                                         <C>           
                  (a)      The Pool Factor with respect to
                           January 1, 1999 was ...........................................      . 13866359
                                                                                            --------------

                  (b)      The Pool Factor with respect to
                           January 31, 1999 was ..........................................       .12774173
                                                                                            --------------

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

                  (a)      The Investor Certificate Principal Balance as of
                           January 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was ..............  $ 4,578,671.64
                                                                                            --------------


                                       1
<PAGE>

                  (b)      The Seller Certificate Principal Balance as of
                           January 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was ..............  $   705,260.39
                                                                                            --------------

         7.       OCCURRENCE OF A REQUIRED RESERVE EVENT

         (a)      The Delinquency Ratio is................................................          *16.55%
                                                                                            --------------

         (b)      The Three Month Delinquency Ratio is....................................          *16.13%
                                                                                            --------------

         (c)      The Gross Loss Ratio is.................................................           12.34%
                                                                                            --------------

         (d)      The Three Month Gross Loss Ratio is.....................................           13.73%
                                                                                            --------------

         (e)      The percentage of eligible claims on the ALPI policy not paid
                  in a timely manner is(*)................................................          *27.44%
                                                                                            --------------

         (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 $350,680.48 of claims which are currently in dispute. Such disputed
claims represent 13.95% 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 ..........................................  $    40,577.87
                                                                                            --------------

                  (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 ...........  $    40,577.87
                                                                                            --------------


                                       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 ...........................  $     3,343.45
                                                                                            --------------

                  (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 ........................  $     3,343.45
                                                                                            --------------

         11.      THE CASH RESERVE ACCOUNT.

                  (a)      The Insurance Reserve Amount/The Insurance
                           Deductible

                           (i)      The Insurance Reserve Amount as
                                    of the first day of the Due Period....................  $   150,157.78 
                                                                                            --------------

                           (ii)     The aggregate Insurance Deductible
                                    deposited by the Seller into the
                                    Cash Reserve Account with respect
                                    to Auto Loans acquired................................  $26,741.73
                                                                                            --------------

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


                                       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 ...................................................  $   176,899.51
                                                                                            --------------

                  (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 .......................  $   457,867.16
                                                                                            --------------

                           (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.......................  $    41,062.13
                                                                                            --------------

                           (iii)    The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the current Distribution Date is ..........  $      0
                                                                                            --------------

                           (iv)     The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the current Distribution Date is...........  $     -0-       
                                                                                            --------------

                           (v)      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........................  $    41,062.13
                                                                                            --------------

                  (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 ..........................  $   217,961.64
                                                                                            --------------


                                       4
<PAGE>

         12.      AVAILABLE FUNDS.

                  (a)      The amount of Available Funds with
                           respect to the related Due Period was .........................  $   454,359.56
                                                                                            --------------

                  (b)      The amount of Available Funds with respect to the
                           immediately preceding Due Period that were retained
                           in the Collection Account was .................................  $      0
                                                                                            --------------

                  (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 ............  $     3,343.45
                                                                                            --------------

                  (d)      Total distributable funds with respect
                           to the related Due Period [a+b+c] was .........................  $   457,703.01
                                                                                            --------------

                  (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 ............................  $   457,703.01
                                                                                            --------------

         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 ..................................  $    40,577.87
                                                                                            --------------

                  (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 ..................................  $     3,343.45
                                                                                            --------------


                                       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 .......................  $    24,801.14
                                                                                            --------------

                  (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 ...............................  $   360,639.67
                                                                                            --------------

                  (e)(1)   The amount of the aggregate distribution
                           to be made on the Distribution Date
                           which constitutes Turbo Payments ..............................  $      0
                                                                                            --------------

                  (f)      The total amount of the distribution
                           to be made on such Distribution Date
                           to the Investor Certificateholders [d+e+e(1)] is ..............  $   385,440.81
                                                                                            --------------

                  (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 ..........  $     3,820.16
                                                                                            --------------

                  (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 ................................................  $    24,520.72
                                                                                            --------------

                  (i)      The amount to be deposited (withdrawn) in
                           the Cash Reserve Account is ...................................  $      0
                                                                                            --------------

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

                  (k)      The total amount of the
                           distribution to be made to the
                           Seller Certificateholders [g+h+k] is ..........................  $    28,340.88
                                                                                            --------------


                                       6
<PAGE>

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

                  (a)      The Investor Certificate Principal Balance as of
                           January 31, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was ..............  $ 4,218,031.97
                                                                                            --------------

                  (b)      The Seller Certificate Principal Balance as of
                           January 31, 1999 (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 ..........................  $   680,739.67
                                                                                            --------------
</TABLE>

         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 February 1999.


                                                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 February 18, 1999

                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       9
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED February 18, 1999

             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 PERFORMING ACTIVE LOANS.

             As of January 31, 1999 [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)             895                    $4,242,373
                           30 - 59                 100                       599,778
                           60 - 89                  15                        90,529
                           90 - 119                 12                        72,777
                          120 - 179                 14                       115,314
                        180 and over                 1                         6,776 
                                                 -----                    ----------
                        Totals:                  1,037                    $5,127,547
                                                 =====

                Aggregate Principal Balance of Defaulted
                Auto Loans at January 31, 1999                             4,104,866
                                                                          ----------
</TABLE>

2.           TOTAL AMOUNTS COLLECTED DURING THE DUE PERIOD AND DEPOSITED INTO
             THE COLLECTION ACCOUNT.

<TABLE>
<S>                                                                                    <C>           
             (a)      The total amount of Payments collected
                      on the Auto Loans and deposited into the
                      Collection Account for the Due Period was .....................  $   406,692.94
                                                                                       --------------

             (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 .....................  $    74,408.35
                                                                                       --------------

             (c)      The total amounts collected on the Auto Loans and
                      deposited into the Collection
                      Account for the Due Period was [a+b] ..........................  $   481,101.29
                                                                                       --------------
</TABLE>


                                       10
<PAGE>

    3.       DEFAULTED AUTO LOANS.

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

<TABLE>
<CAPTION>
                      Number of                  Aggregate Principal
                      Auto Loans                Balance of Auto Loans
                      ----------                ---------------------
<S>                                                   <C>       
                          11                          $85,096.07
</TABLE>

    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%

<TABLE>
<S>                                                                                <C>           
             (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 ............................  $     0.751094
                                                                                   --------------

             (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 ...................  $    10.921856
                                                                                   --------------

             (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 ...................  $    11.672950
                                                                                   --------------
</TABLE>


                                       11
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                             DATED February 18, 1999

         Calculation of Required Cash Reserve Amount as of the February 22, 1999
Distribution Date.

         (i)      The Investor Certificate Principal Balance equals
                  $4,578,671.64

         (ii)     Required Reserve Percentage equals 10%.

         (iii)    The Required Cash Reserve Amount equals (the product of (i)
                  and (ii)) $457,867.16

         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>

<TABLE>
<CAPTION>

                                                                          Ratios
                                                                          ------
<S> <C>                                              <C>                  <C>
1.  Delinquency Ratio:

    January Principal Balance 60+ days (net)  =       1,528,302.96   =    16.55%
    ----------------------------------------         -------------
    January Aggregate Principal Balance               9,232,413.50


2.  Three Month Delinquency Ratio:

    Sum of November - January Principal Balances
             60+ days (net)                  =       4,652,755.60   =    16.13%
    ----------------------------------------         -------------
    Sum of November - January Principal Balances     28,852,620.07


3.  Gross Loss Ratio:

    Twelve times the:
      January Principal Balance of Defaulted
          Auto Loans repossessed              =          94,978.02   =    12.34%
    ----------------------------------------         -------------
    January Aggregate Principal Balance               9,232,413.50


4.  Three month Gross Loss Ratio:

      Twelve times the:
    Sum of November - January Principal Balances
       of Defaulted Auto Loans repossessed    =         330,208.60   =    13.73%
    ----------------------------------------         -------------
    Sum of November - January Principal Balances     28,852,620.07


5.  ALPI Claims Payment Test:

        Aggregate Principal Balance of
    ALPI Claims not paid within timeframe     =         679,403.53   =    27.44%
    ----------------------------------------         -------------
     Principal Balance of Eligible Claims             2,475,536.37
</TABLE>

<PAGE>

                           MASTER ADMINISTRATOR REPORT

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

                              NAFCO AUTO TRUST - 3

                    For the March 22, 1999 Distribution Date

                  For the period beginning on February 1, 1999
               and ending on February 28, 1999 (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, American Lenders Facilties Inc., 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 March 18, 1999.

         5.       POOL FACTOR.

<TABLE>
<S>                                                                                         <C>           
                  (a)      The Pool Factor with respect to
                           February 1, 1999 was ..........................................       .12774173
                                                                                            --------------

                  (b)      The Pool Factor with respect to
                           February 28, 1999 was .........................................       .11474529
                                                                                            --------------

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

                  (a)      The Investor Certificate Principal Balance as of
                           February 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was ..............  $ 4,218,031.97
                                                                                            --------------


                                       1
<PAGE>

                  (b)      The Seller Certificate Principal Balance as of
                           February 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was ..............  $   680,739.67
                                                                                            --------------

         7.       OCCURRENCE OF A REQUIRED RESERVE EVENT

         (a)      The Delinquency Ratio is......................................................... *14.17%
                                                                                                     ------

         (b)      The Three Month Delinquency Ratio is............................................. *15.72%
                                                                                                     ------

         (c)      The Gross Loss Ratio is..........................................................   7.92%
                                                                                                     ------

         (d)      The Three Month Gross Loss Ratio is..............................................   9.47%
                                                                                                     ------

         (e)      The percentage of eligible claims on the ALPI policy not paid
                  in a timely manner is(*)......................................................... *27.00%
                                                                                                     ------

         (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 $415,426.73 of claims which are currently in dispute. Such disputed
claims represent 16.74% 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 ..........................................  $    38,608.76
                                                                                            --------------

                  (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 ...........  $    38,608.76
                                                                                            --------------


                                       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 ...........................  $     2,918.99
                                                                                            --------------

                  (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 ........................  $     2,918.99
                                                                                            --------------

         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....................  $   176,899.51 
                                                                                            --------------

                           (ii)     The aggregate Insurance Deductible
                                    deposited by the Seller into the
                                    Cash Reserve Account with respect
                                    to 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....................  $    17,394.26
                                                                                            --------------


                                       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..........................  $   159,505.25
                                                                                            --------------

                  (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 .......................  $   421,803.20
                                                                                            --------------

                           (ii)      The Available Cash Reserve Amount available
                                     for deposit to the Collection
                                     Account on the related Deposit Date
                                     (prior to any withdrawals or deposits
                                     to be made with respect to the current
                                     Distribution Date are made) is ......................  $    41,062.13
                                                                                            --------------

                           (iii)    The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the current Distribution Date is...........  $     -0-
                                                                                            --------------

                           (iv)     The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the current Distribution Date is...........  $     -0-
                                                                                            --------------

                           (v)      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 ...............  $    41,062.13
                                                                                            --------------

                  (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 ..........................  $   200,567.38
                                                                                            --------------


                                       4
<PAGE>

         12.      AVAILABLE FUNDS.

                  (a)      The amount of Available Funds with
                           respect to the related Due Period was .........................  $   560,687.53
                                                                                            --------------

                  (b)      The amount of Available Funds with respect to the
                           immediately preceding Due Period that were retained
                           in the Collection Account was .................................  $      0
                                                                                            --------------

                  (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 ............  $     2,918.99
                                                                                            --------------

                  (d)      Total distributable funds with respect
                           to the related Due Period [a+b+c] was .........................  $   563,606.52
                                                                                            --------------

                  (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 ............................  $   563,606.52
                                                                                            --------------

         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 ..................................  $    38,608.76
                                                                                            --------------

                  (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 ..................................  $     2,918.99
                                                                                            --------------


                                       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 .......................  $    22,847.67
                                                                                            --------------

                  (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 ...............................  $   395,448.92
                                                                                            --------------

                  (e)(1)   The amount of the aggregate distribution
                           to be made on the Distribution Date
                           which constitutes Turbo Payments ..............................  $    33,693.64
                                                                                            --------------

                  (f)      The total amount of the distribution
                           to be made on such Distribution Date
                           to the Investor Certificateholders [d+e+e(1)] is ..............  $   451,990.23
                                                                                            --------------

                  (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 ..........  $     3,687.34
                                                                                            --------------

                  (h)      The amount of the aggregate distribution to be made
                           on such Distribution Date which constitutes a
                           reduction of principal with respect to the Seller 
                           Certificate is ................................................  $    43,938.77
                                                                                            --------------

                  (i)      The amount to be deposited (withdrawn) in
                           the Cash Reserve Account is ...................................  $      0
                                                                                            --------------

                  (j)      The amount to be disbursed to the
                           Seller Certificateholder (other than the
                           amounts referred to in (g) and (h) is .........................  $    22,462.43
                                                                                            --------------

                  (k)      The total amount of the
                           distribution to be made to the
                           Seller Certificateholders [g+h+k] is ..........................  $    70,088.54
                                                                                            --------------


                                       6
<PAGE>

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

                  (a)      The Investor Certificate Principal Balance as of
                           February 28, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was ..............  $ 3,788,889.41
                                                                                            --------------

                  (b)      The Seller Certificate Principal Balance as of
                           February 28, 1999 (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 ..........................  $   636,800.90
                                                                                            --------------
</TABLE>

         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 March 1999.


                                                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 March 18, 1999

                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       9
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                              DATED March 18, 1999

         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 PERFORMING ACTIVE LOANS.

             As of February 28, 1999 [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)            889                     $4,014,515
                           30 - 59                 78                        404,583
                           60 - 89                 20                         93,759
                           90 - 119                13                         56,464
                          120 - 179                20                        118,838
                        180 and over                0                            -0- 
                                                -----                     ----------
                        Totals:                 1,020                     $4,688,159
                                                =====

                Aggregate Principal Balance of Defaulted
                Auto Loans at February 28, 1999                            4,112,955  
                                                                          ----------
</TABLE>

2.           Total Amounts Collected during the Due PERIOD AND DEPOSITED INTO
             THE COLLECTION ACCOUNT.

<TABLE>
<S>                                                                                    <C>           
             (a)      The total amount of Payments collected
                      on the Auto Loans and deposited into the
                      Collection Account for the Due Period was .....................  $   478,309.88
                                                                                       --------------

             (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 .....................  $    64,983.39
                                                                                       --------------

             (c)      The total amounts collected on the Auto Loans and
                      deposited into the Collection
                      Account for the Due Period was [a+b] ..........................  $   543,293.27
                                                                                       --------------
</TABLE>


                                       10
<PAGE>

    3.       DEFAULTED AUTO LOANS.

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

<TABLE>
<CAPTION>
                      Number of                  Aggregate Principal
                      Auto Loans                Balance of Auto Loans
                      ----------                ---------------------
<S>                                                  <C>       
                          6                          $44,567.26
</TABLE>

    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%

<TABLE>
<S>                                                                                <C>           
             (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 .....................................................  $     0.691934
                                                                                   --------------

             (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 ...................  $    12.996443
                                                                                   --------------

             (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 ...................  $    13.688377
                                                                                   --------------
</TABLE>


                                       11
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                              DATED March 18, 1999

         Calculation of Required Cash Reserve Amount as of the March 22, 1999
Distribution Date.

         (i)      The Investor Certificate Principal Balance equals
                  $4,218,031.97

         (ii)     Required Reserve Percentage equals 10%.

         (iii)    The Required Cash Reserve Amount equals (the product of (i)
                  and (ii)) $421,803.20

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

"REQUIRED RESERVE PERCENTAGE" MEANS:

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

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

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

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


                                       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>

<TABLE>
<CAPTION>

                                                                          Ratios
                                                                          ------
<S> <C>                                              <C>                  <C>
1.  Delinquency Ratio:

    February Principal Balance 60+ days (net)  =      1,246,887.62   =    14.17%
    ----------------------------------------         -------------
    February Aggregate Principal Balance              8,801,114.31


2.  Three Month Delinquency Ratio:

    Sum of December - February Principal Balances
              60+ days (net)                   =      4,337,319.93   =    15.72%
    ----------------------------------------         -------------
    Sum of December - February Principal Balances    27,586,836.09


3.  Gross Loss Ratio:

    Twelve times the:
      February Principal Balance of Defaulted
          Auto Loans repossessed               =         58,115.43   =     7.92%
    ----------------------------------------         -------------
    February Aggregate Principal Balance              8,801,114.31


4.  Three month Gross Loss Ratio:

      Twelve times the:
    Sum of December - February Principal Balances
       of Defaulted Auto Loans repossessed     =        217,722.08   =     9.47%
    ----------------------------------------         -------------
    Sum of December - February Principal Balances    27,586,836.09


5.  ALPI Claims Payment Test:

        Aggregate Principal Balance of
    ALPI Claims not paid within timeframe     =         669,952.95   =    27.00%
    ----------------------------------------         -------------
     Principal Balance of Eligible Claims             2,481,654.17
</TABLE>

<PAGE>

                           MASTER ADMINISTRATOR REPORT

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

                              NAFCO AUTO TRUST - 3

                    For the April 20, 1999 Distribution Date

                    For the period beginning on March 1, 1999
                 and ending on March 31, 1999 (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, American Lenders Facilties Inc., 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 April 16, 1999.

         5.       POOL FACTOR.

<TABLE>
<S>                                                                                        <C>           
                  (a)      The Pool Factor with respect to
                           March 1, 1999 was .............................................      .11474529 
                                                                                           -------------- 

                  (b)      The Pool Factor with respect to
                           March 31, 1999 was ............................................      .09374183
                                                                                           -------------- 

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

                  (a)      The Investor Certificate Principal Balance as of
                           March 1, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding
                           Distribution Date) was ........................................ $ 3,788,889.41
                                                                                           -------------- 


                                       1
<PAGE>

                  (b)      The Seller Certificate Principal Balance as of March
                           1, 1999 (after giving effect to the disbursements in
                           reduction of principal, if any, on the immediately
                           preceding Distribution
                           Date) was ..................................................... $   636,800.90
                                                                                           -------------- 

         7.       OCCURRENCE OF A REQUIRED RESERVE EVENT

         (a)      The Delinquency Ratio is........................................................ *13.34%
                                                                                                    ------

         (b)      The Three Month Delinquency Ratio is............................................ *14.75%
                                                                                                    ------

         (c)      The Gross Loss Ratio is.........................................................  14.38%
                                                                                                    ------

         (d)      The Three Month Gross Loss Ratio is.............................................  11.49%
                                                                                                    ------

         (e)      The percentage of eligible claims on the ALPI policy not paid
                  in a timely manner is(*)........................................................ *26.18%
                                                                                                    ------

         (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 $389,123.57 of claims which are currently in dispute. Such disputed
claims represent 15.95% 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 .......................................... $    42,825.24
                                                                                           -------------- 

                  (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 ................................... $    42,825.24
                                                                                           -------------- 


                                       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 ........................... $     3,327.02
                                                                                           -------------- 

                  (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 ........................ $    3,327.029
                                                                                           -------------- 

         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.................... $   159,505.25 
                                                                                           -------------- 

                           (ii)     The aggregate Insurance Deductible
                                    deposited by the Seller into the
                                    Cash Reserve Account with respect
                                    to 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.................... $    19,796.22
                                                                                           -------------- 


                                       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.................................................... $   139,709.03
                                                                                           -------------- 

                  (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........................ $   378,888.94
                                                                                           -------------- 

                           (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 ...................... $    41,062.13
                                                                                           -------------- 

                           (iii)    The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the current Distribution Date is........... $     -0-
                                                                                           -------------- 

                           (iv)     The amount to be deposited to (withdrawn
                                    from) the Available Cash Reserve Amount with
                                    respect to the
                                    current Distribution Date is.......................... $     -0-        
                                                                                           -------------- 

                           (v)      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................ $    41,062.13
                                                                                           -------------- 

                  (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 .......................... $   180,771.16
                                                                                           -------------- 


                                       4
<PAGE>

         12.      AVAILABLE FUNDS.

                  (a)      The amount of Available Funds with
                           respect to the related Due Period was ......................... $ 1,007,700.79
                                                                                           -------------- 

                  (b)      The amount of Available Funds with
                           respect to the immediately preceding
                           Due Period that were retained in the
                           Collection Account was......................................... $      0         
                                                                                           -------------- 

                  (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 ............ $     3,327.02
                                                                                           -------------- 

                  (d)      Total distributable funds with respect
                           to the related Due Period [a+b+c] was ......................... $ 1,011,027.81
                                                                                           -------------- 

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

                  (f)      The amount of Available Funds and interest earned on
                           the Collection Account remaining after the purchase
                           of additional Auto Loans with respect
                           to the related Due Period [d-e] is ............................ $ 1,011,027.81
                                                                                           -------------- 

         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 .................................. $    42,825.24
                                                                                           -------------- 

                  (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 .................................. $     3,327.02
                                                                                           -------------- 


                                       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 ....................... $    20,523.15
                                                                                           -------------- 

                  (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 ............................... $   386,977.46
                                                                                           -------------- 

                  (e)(1)   The amount of the aggregate distribution
                           to be made on the Distribution Date
                           which constitutes Turbo Payments .............................. $   306,556.86
                                                                                           -------------- 

                  (f)      The total amount of the distribution
                           to be made on such Distribution Date
                           to the Investor Certificateholders [d+e+e(1)] is .............. $   714,057.47
                                                                                           -------------- 

                  (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 .......... $     3,449.34
                                                                                           -------------- 

                  (h)      The amount of the aggregate distribution to be made
                           on such Distribution Date which constitutes a
                           reduction of principal with respect to the Seller 
                           Certificate is ................................................ $    42,997.50
                                                                                           -------------- 

                  (i)      The amount to be deposited (withdrawn) in
                           the Cash Reserve Account is ................................... $      0
                                                                                           -------------- 

                  (j)      The amount to be disbursed to the
                           Seller Certificateholder (other than the
                           amounts referred to in (g) and (h) is ......................... $   204,371.24
                                                                                           -------------- 

                  (k)      The total amount of the
                           distribution to be made to the
                           Seller Certificateholders [g+h+k] is .......................... $   250,818.08
                                                                                           -------------- 


                                       6
<PAGE>

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

                  (a)      The Investor Certificate Principal Balance as of
                           March 31, 1999 (after giving effect to the
                           disbursements in reduction of principal, if any, on
                           the immediately preceding Distribution Date) was .............. $ 3,095,355.09
                                                                                           -------------- 

                  (b)      The Seller Certificate Principal Balance as of March
                           31, 1999 (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 ...................... $   593,803.40
                                                                                           -------------- 
</TABLE>

         15.      EVENTS OF ADMINISTRATOR TERMINATION.

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


                                       7
<PAGE>

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 16th day of April 1999.


                                                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 April 16, 1999

                    EVENT OF MASTER ADMINISTRATOR TERMINATION

                                      None


                                       9
<PAGE>

                                     ANNEX B
                                       TO
                           MASTER ADMINISTRATOR REPORT
                              DATED April 16, 1999

             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 PERFORMING ACTIVE LOANS.

             As of March 31, 1999 [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)           890                      $3,734,131
                           30 - 59                63                         315,518
                           60 - 89                18                          72,281
                           90 - 119               12                          46,266
                          120 - 179               19                          91,446
                        180 and over               2                          (1,458) 
                                               -----                      ----------
                        Totals:                1,004                      $4,258,184
                                               =====

                Aggregate Principal Balance of Defaulted
                Auto Loans at March 31, 1999                               3,849,395  
                                                                          ----------
</TABLE>

    2.       TOTAL AMOUNTS COLLECTED DURING THE DUE PERIOD AND DEPOSITED INTO
             THE COLLECTION ACCOUNT.

<TABLE>
<S>                                                                                   <C>           
             (a)      The total amount of Payments collected
                      on the Auto Loans and deposited into the
                      Collection Account for the Due Period was ..................... $   901,768.50
                                                                                      --------------

             (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 ..................... $    86,136.07
                                                                                      --------------

             (c)      The total amounts collected on the Auto Loans and
                      deposited into the Collection
                      Account for the Due Period was [a+b] .......................... $   987,904.57
                                                                                      --------------
</TABLE>


                                       10
<PAGE>

    3.       DEFAULTED AUTO LOANS.

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

<TABLE>
<CAPTION>
                      Number of                  Aggregate Principal
                      Auto Loans                Balance of Auto Loans
                      ----------                ---------------------

<S>                                                  <C>       
                          12                         $83,069.96
</TABLE>

    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%

<TABLE>
<S>                                                                               <C>           
             (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 ..................................................... $     0.621537
                                                                                  --------------

             (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 ................... $    21.003462
                                                                                  --------------

             (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 ................... $    21.624999
                                                                                  --------------
</TABLE>


                                       11
<PAGE>

                                     ANNEX C
                                       TO
                           MASTER ADMINISTRATOR REPORT
                              DATED April 16, 1999

         Calculation of Required Cash Reserve Amount as of the April 20, 1999
Distribution Date.

         (i)      The Investor Certificate Principal Balance equals
                  $3,788,889.41

         (ii)     Required Reserve Percentage equals 10%.

         (iii)    The Required Cash Reserve Amount equals (the product of (i)
                  and (ii)) $378,888.94

         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>

<TABLE>
<CAPTION>

                                                                          Ratios
                                                                          ------
<S> <C>                                              <C>                  <C>
1.  Delinquency Ratio:

    March Principal Balance 60+ days (net)    =       1,081,183.36   =    13.34%
    ----------------------------------------         -------------
    March Aggregate Principal Balance                 8,107,579.36


2.  Three Month Delinquency Ratio:

    Sum of January - March Principal Balances
              60+ days (net)                  =       3,856,373.94   =    14.75%
    ----------------------------------------         -------------
    Sum of January - March Principal Balances        26,141,107.17


3.  Gross Loss Ratio:

    Twelve times the:
      March Principal Balance of Defaulted
          Auto Loans repossessed              =          97,169.63   =    14.38%
    ----------------------------------------         -------------
    March Aggregate Principal Balance                 8,107,579.36


4.  Three month Gross Loss Ratio:

      Twelve times the
    Sum of January - March Principal Balances
       of Defaulted Auto Loans repossessed    =         250,263.08   =    11.49%
    ----------------------------------------         -------------
    Sum of January - March Principal Balances        26,141,107.17


5.  ALPI Claims Payment Test:

        Aggregate Principal Balance of
    ALPI Claims not paid within timeframe     =         638,636.67   =    26.18%
    ----------------------------------------         -------------
     Principal Balance of Eligible Claims             2,439,348.00
</TABLE>



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