Exhibit 34.1





Report of Independent Registered Public
Accounting Firm



The Board of Directors
American Honda Finance Corporation



We have examined management’s assessment,
included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, that American Honda
Finance Corporation (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission’s (the SEC’s) Regulation AB for asset-backed securities transactions for which the Company acted as servicer
and administrator involving retail automobile receivables for new and used Honda and Acura vehicles (the Platform), except for
servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 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 the Company has determined are not applicable to the activities it performs with respect to the Platform,
as of and for the year ended March 31, 2012. Appendix B to Management’s Assessment of Compliance with Applicable Servicing
Criteria identifies the individual asset-backed transactions and securities defined by management as constituting the Platform.
With the respect to servicing criteria 1122(d)(1)(i), 1122(d)(4)(i), and 1122(d)(4)(ii) the Company has outsourced maintenance
and safeguarding of the titling and registering of vehicles through online services made available by the motor vehicle administrations
in various states to another party participating in the servicing function. With respect to servicing criterion 1122(d)(2)(ii),
the activities the Company performs are limited to disbursements made via wire transfer to the Indenture Trustee (as defined in
the transaction agreements). With respect to servicing criteria 1122(d)(3)(ii), 1122(d)(3)(iii), and 1122(d)(3)(iv), the activities
the Company performs are limited to amounts remitted to the Indenture Trustee (as defined in the transaction agreements). Management
is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s
assessment about the Company’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 the Company’s compliance with the servicing criteria specified above and performing such other
procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions
and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether
the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.
Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during
the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior
to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period
covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing
criteria.















As described in Management’s Assessment
of Compliance with Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv), the Company has engaged
a vendor to perform the activities required by these servicing criteria. The Company has determined that this vendor is not considered
a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing
compliance with the servicing criteria applicable to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation
Finance Manual of Publically Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06,
the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s
activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible
for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described
in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.



In our opinion, management’s assessment
that the Company complied with the aforementioned servicing criteria, including the servicing criteria 1122(d)(2)(i) and 1122(d)(4)(iv)
for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended March 31, 2012
is fairly stated, in all material respects.







/s/ KPMG LLP



Los Angeles, California
June 25, 2012