**Exhibit 34.1**

**Report of Independent Registered Public Accounting Firm**

The Manager and Members

CarMax Business Services, LLC: 

Wehave examined management’s assessment, included in the accompanying *Report on Assessment of Compliance with Applicable Servicing Criteria*, that CarMax Business Services, LLC (CarMax) complied with the servicing criteria set forth inItem 1122(d) of the Securities and Exchange Commission’s Regulation AB for all asset-backed securities transactions sponsored by CarMax involving motor vehicle retail installment sale contracts that were commenced with an initial bona fideoffer after December 31, 2005 where the related asset-backed securities were outstanding during the fiscal year ended February 29, 2012 (the Platform), except for servicing criteria*1122(d)(1)(iv), 1122(d)(2)(ii), 1122(d)(2)(vi),1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii*), which CarMax has determined are not applicable to the activities it performs with respect to the Platform, as of and for the fiscal year endedFebruary 29, 2012. Appendix B to the accompanying *Report on Assessment of Compliance with Applicable Servicing Criteria* identifies the individual asset-backed transactions and securities defined by management as constituting thePlatform. Management is responsible for CarMax’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assessment about CarMax’s compliance based on our examination. 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly,included examining, on a test basis, evidence about CarMax’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selectedasset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether CarMax processed those selected transactions and performed those selected activities incompliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by CarMax during the period covered by this report. Our procedures were not designed to determinewhether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by CarMax during the period covered by this report for the selected transactions or any othertransactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on CarMax’s compliance with the servicing criteria. 

As described in the accompanying *Report on Assessment of Compliance with Applicable Servicing Criteria* for servicing criteria *1122(d)(2)(i),1122(d)(4)(ii), and 1122(d)(4)(vii)*, CarMax has engaged various vendors to perform certain activities required by these servicing criteria. CarMax has determined that none of these vendors are considered a “servicer” as defined inItem 1101(j) of Regulation AB, and CarMax has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manualof Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, CarMax has asserted that it has policies and procedures in place designed to provide reasonable assurance that thevendors’ activities comply in all material respects with the servicing criteria applicable to each vendor. CarMax is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and relatedcriteria as described in its assertion, and we performed no procedures with respect to CarMax’s eligibility to apply Interpretation 17.06. 

The Manager and Members 

CarMax Business Services, LLC 

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In our opinion, management’s assessment that CarMax complied with the aforementioned servicingcriteria, including servicing criteria *1122(d)(2)(i), 1122(d)(4)(ii), and 1122(d)(4)(vii)*for which compliance is determined based on Interpretation 17.06 as described above, as of and for the fiscal year ended February 29, 2012 isfairly stated, in all material respects. 

 

/s/ KPMG LLP
Richmond, VirginiaMay 29, 2012