Exhibit
33.3









MANAGEMENT’S
REPORT ON ASSESSMENT OF COMPLIANCE WITH SEC
REGULATION AB SERVICING CRITERIA



Union Bank, N.A. (the “Bank”)
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: Certain retail installment
contracts for American Honda Finance Corporation (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, 2012 and for
the period from October 21, 2011 (inception) to March 31, 2012 (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.
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| |    |                                                                                             

| | 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 for by the Securities and Exchange Commission in paragraph (d) of Item 1122
of Regulation AB.
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| |    |                                                                                                                                                                                                                                                                                        

| | 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 A. Anderson_______________________
David A. Anderson
Executive Vice President and Controller









By: _/s/ Vicki Elnick_____________________________
Vicki Elnick
Senior Vice President, Corporate Trust Department





May 22, 2012