Exhibit
33.2



MANAGEMENT’S REPORT
ON ASSESSMENT OF COMPLIANCE WITH SEC

REGULATION AB SERVICING
CRITERIA



Union
Bank, N.A. (the “Bank”), a wholly-owned subsidiary of UnionBanCal Corporation, provides
this assessment of compliance with the following applicable servicing criteria set forth in Item 1122(d) of Regulation AB promulgated
by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regards to the
servicing platform for the period as follows:



Platform:The retail installment contracts for Honda Auto Receivables 2011-3 Owner Trust (the
“Platform”).



Applicable
Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements
or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Bank, except for the following
criteria:1122(d) 1(i), 1(ii), 1(iii),1(iv), 2(i), 2(iii),2(iv), 2(v), 2(vi),
2(vii), 3(i), 4(i), 4(ii), 4(iii), 4(iv), 4(v), 4(vi), 4(vii), 4(viii), 4(ix),4(x), 4(xi), 4(xii), 4(xiii), 4(xiv), and 4(xv),
which management has determined are not applicable to the activities the Bank performs with respect to the Platform (the “Applicable
Servicing Criteria”).



Period:
As of March 31, 2014 and for the period from April 1, 2013 to March
31, 2014 (the “Period”).



With respect to the Platform
and the Period, the Bank provides the following assessment of compliance with respect to the Applicable Servicing Criteria:



| | 1. | The Bank is responsible for assessing its compliance with the Applicable Servicing Criteria.
| | -- | --------------------------------------------------------------------------------------------



| | 2. | The Bank has assessed compliance with the Applicable Servicing Criteria, as described above as
of and for the Period. In performing this assessment, management has used the criteria set by the Securities and Exchange Commission
in paragraph (d) of Item 1122 of Regulation AB.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The Bank was in compliance with the Applicable Servicing Criteria as of and for the Period in all
material respects.
| | -- | --------------------------------------------------------------------------------------------------------------------



Deloitte and Touche LLP, an independent registered
public accounting firm, has issued an attestation report with respect to the Bank’s foregoing assessment of compliance as
of and for the Period.

|UNION BANK, N.A.           |                  
|-------------------------- | -----------------
|                           |                  
|By:                        | /s/ David Ursa   
|David Ursa                 |                  
|Senior Vice President      |                  
|                           |                  
|By:                        | /s/ Valerie Crain
|Valerie Crain              |                  
|Vice President and Manager |                  



May 28, 2014