Form 10-K CarMax Auto Owner Trust For: Feb 28

May 27, 2022 3:57 PM EDT

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

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____to_____

Commission File Number of issuing entity: 333-228379-12

Central Index Key Number of issuing entity: 0001879747

CARMAX AUTO OWNER TRUST 2021-4
(Exact name of the Issuing Entity as specified in its charter)


Commission File Number of depositor: 333-228379

Central Index Key Number of depositor: 0001259380

CARMAX AUTO FUNDING LLC
(Exact name of the Depositor as specified in its charter)


Central Index Key Number of sponsor (if applicable): 0001601902

CARMAX BUSINESS SERVICES, LLC
(Exact name of the Sponsor as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization for the Issuing Entity and the Depositor)

86-6768080
(I.R.S. Employer Identification No. for the Issuing Entity)

01-0794037
(I.R.S. Employer Identification No. for the Depositor)

12800 Tuckahoe Creek Parkway, Suite 400, Richmond, VA 23238
(Address of principal executive offices, Zip Code)

(804) 935-4512
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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 No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (The registrant is not currently required to submit such files)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer (do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: Not applicable.


DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.



PART I

The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 1.Business.
Item 1A.Risk Factors.
Item 2.Properties.
Item 3.Legal Proceedings.

Item 1B.     Unresolved Staff Comments.
    None.

Item 4.     Mine Safety Disclosures.
    Not applicable.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

    No single obligor represents 10% or more of the pool assets held by CarMax Auto Owner Trust 2021-4 (the "Issuing Entity").

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

    No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the asset-backed notes (the "Notes") issued by the Issuing Entity.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

    Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this item.

Item 1117 of Regulation AB. Legal Proceedings.

    There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against CarMax Business Services, LLC (the “Sponsor” and, in its role as the servicer, the “Servicer”), CarMax Auto Funding LLC (the “Depositor”), U.S. Bank National Association (the “Indenture Trustee”), the Issuing Entity or the other parties described in Item 1117 of Regulation AB, or of which any property of the foregoing is the subject, that are material to holders of the Notes.



PART II

The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6.Selected Financial Data.
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.
Item 8.Financial Statements and Supplementary Data.
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A.Controls and Procedures

Item 9B.     Other Information.

    None.



PART III

The following items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10.Directors, Executive Officers and Corporate Governance.
Item 11.Executive Compensation.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.Certain Relationships and Related Transactions, and Director Independence.
Item 14.Principal Accountant Fees and Services.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

    Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

    The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a "Servicing Report"), which Servicing Reports are attached as exhibits to this report on Form 10-K. In addition, each of the Servicing Parties has provided an attestation report under Item 1122 of Regulation AB (each, an "Attestation Report") by an independent registered public accounting firm, which reports are also attached as exhibits to this report on Form 10-K. Neither of the Servicing Reports provided by the Servicer or the Indenture Trustee nor the Attestation Reports provided by the Servicer or the Indenture Trustee has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.

Item 1123 of Regulation AB. Servicer Compliance Statement.

    The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has completed a statement of compliance (a "Compliance Statement") signed by an authorized officer of the Servicer. The Compliance Statement is attached as an exhibit to this report on Form 10-K.



PART IV

Item 15.    Exhibits and Financial Statement Schedules.
(a)(1)Not applicable.
(a)(2)Not applicable.
(a)(3)The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b)The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(c)Not applicable.

Item 16.     Form 10-K Summary.

    None.


Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: May 27, 2022

CARMAX AUTO OWNER TRUST 2021-4
By:CarMax Auto Funding LLC,
as Depositor on behalf of CarMax Auto Owner Trust 2021-4
By:/s/ Andrew J. McMonigle
Name:Andrew J. McMonigle
Title:Vice President and Treasurer
(Senior officer in charge of securitization)



EXHIBIT INDEX

Exhibit Number    
Description of Exhibit
Certificate of Formation of CarMax Auto Funding LLC.*
Amended and Restated Limited Liability Company Agreement of CarMax Auto Funding LLC dated as of December 1, 2004.**
Indenture dated as of September 1, 2021 between the Issuing Entity and U.S. Bank National Association, as indenture trustee (including forms of the Notes).***
Amended and Restated Trust Agreement dated as of September 1, 2021 between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee.***
Rule 13a-14(d)/15d-14(d) Certification of CarMax Auto Funding LLC (Section 302 Certification).
Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC.
Report on Assessment of Compliance with Applicable Servicing Criteria of U.S. Bank National Association.
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of CarMax Business Services, LLC.
Attestation Report on Assessment of Compliance with Servicing Criteria of Ernst & Young LLP, on behalf of U.S. Bank National Association.
Annual Servicing Compliance Statement of CarMax Business Services, LLC.
Sale and Servicing Agreement dated as of September 1, 2021 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.***
Receivables Purchase Agreement dated as of September 1, 2021 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.***
Administration Agreement dated as of September 1, 2021 among the Issuing Entity, CarMax Business Services, LLC, as administrator, and U.S. Bank National Association, as indenture trustee.***
Asset Representations Review Agreement dated as of September 1, 2021 among the Issuing Entity, CarMax Business Services, LLC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.***
________________________________________________________________________
*
Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on September 26, 2003 (File No. 333-107925).
**
Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on August 4, 2005 (File No. 333-127189).
***
Incorporated by reference from the current report on Form 8-K of CarMax Auto Funding LLC and the Issuing Entity filed on September 16, 2021 (File No. 333-107925 and File No. 333-228379-12).


EXHIBIT 31.1


RULE 13a-14(d)/15d-14(d) CERTIFICATION (SECTION 302 CERTIFICATION)



I, Andrew J. McMonigle, certify that:

1.I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of CarMax Auto Owner Trust 2021-4 (the "Exchange Act periodic reports");

2.Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and

5.All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.


Date: May 27, 2022


/s/ Andrew J. McMonigle
Name: Andrew J. McMonigle     
Title: Vice President and Treasurer
(Senior officer in charge of securitization)
Company: CarMax Auto Funding LLC
as Depositor on behalf of CarMax Auto Owner Trust 2021-4


EXHIBIT 33.1


REPORT ON ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA


1.CarMax Business Services, LLC ("CarMax") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of February 28, 2022 and for the fiscal year ended February 28, 2022 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report consist of all asset-backed securities transactions sponsored by CarMax involving motor vehicle retail installment sale contracts that were commenced with an initial bona fide offer after December 31, 2005 where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), as identified in Appendix B hereto.

2.CarMax has engaged certain vendors (the "Vendors") that are not servicers as defined in Item 1101(j) of Regulation AB to perform specific, limited or scripted activities, and CarMax elects to take responsibility for assessing compliance with the serving criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto. CarMax has policies and procedures in place to provide reasonable assurance that each Vendor's activities comply in all material respects with the servicing criteria or portion of the servicing criteria applicable to such Vendor.

3.Except as set forth in paragraph 4 below, CarMax used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria as of February 28, 2022 and for the Reporting Period with respect to the Platform taken as a whole.

4.The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to CarMax based on the activities it performs, directly or through its Vendors, with respect to the Platform.

5.CarMax has complied, in all material respects, with the applicable servicing criteria as of February 28, 2022 and for the Reporting Period with respect to the Platform taken as a whole.

6.CarMax has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of February 28, 2022 and for the Reporting Period with respect to the Platform taken as a whole.

7.CarMax has not identified any material deficiency in its policies and procedures to monitor compliance by the Vendors with the applicable servicing criteria as of February 28, 2022 and for the Reporting Period with respect to the Platform taken as a whole.

8.KPMG LLP, an independent registered public accounting firm, has issued an attestation report on CarMax's assessment of compliance with the applicable servicing criteria as of February 28, 2022 and for the Reporting Period.

May 27, 2022

CARMAX BUSINESS SERVICES, LLC

/s/ Andrew J. McMonigle
Andrew J. McMonigle
Vice President and Treasurer





APPENDIX A

SERVICING CRITERIAAPPLICABLE SERVICING CRITERIAINAPPLICABLE SERVICING CRITERIA
ReferenceCriteriaPerformed Directly by CarMaxPerformed by Vendor(s) for which CarMax is the Responsible PartyNOT performed by CarMax or by subservicer(s) or vendor(s) retained by CarMax

General Servicing Conditions
1122(d)(1)(i)
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
X
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
X
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
X
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
X
1122(d)(1)(v)
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
X

Cash Collection and Administration
1122(d)(2)(i)
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
X(1)X(1)
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
X
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
X(2)
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash)as set forth in the transaction agreements.
X
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-l(b)(I) of the Securities Exchange Act.
X
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
X
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
X



SERVICING CRITERIAAPPLICABLE SERVICING CRITERIAINAPPLICABLE SERVICING CRITERIA
ReferenceCriteriaPerformed Directly by CarMaxPerformed by Vendor(s) for which CarMax is the Responsible PartyNOT performed by CarMax or by subservicer(s) or vendor(s) retained by CarMax

Investor Remittances and Reporting
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.
X
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
X
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
X
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
X

Pool Asset Administration
1122(d)(4)(i)
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
X
1122(d)(4)(ii)
Pool asset and related documents are safeguarded as required by the transaction agreements
XX(3)
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
X
1122(d)(4)(iv)
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
X
1122(d)(4)(v)
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
X
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
X
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
X(4)X(4)
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
X
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
X
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
X



SERVICING CRITERIAAPPLICABLE SERVICING CRITERIAINAPPLICABLE SERVICING CRITERIA
ReferenceCriteriaPerformed Directly by CarMaxPerformed by Vendor(s) for which CarMax is the Responsible PartyNOT performed by CarMax or by subservicer(s) or vendor(s) retained by CarMax
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
X
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
X
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.
X
1122(d)(4)(xiv)
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
X
1122(d)(4)(xv)
Any external enhancement or other support, identified in Item 1114(a)(I) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
X

(1)Certain payments received from obligors with respect to certain pool assets are deposited into the applicable accounts by a third party lockbox provider. As permitted by Section 200.06 of the SEC Division of Corporation Finance Compliance and Disclosure Interpretations (Regulation AB and Related Rules) ("C&DI 200.06"), CarMax has elected to take responsibility for assessing compliance by that vendor with that portion of the servicing criteria under Item 1122(d)(2)(i) of Regulation AB that relates to that vendor's activities.
(2)With respect to applicable servicing criterion 1122(d)(2)(iii), there were no activities performed during the twelve months ended February 28, 2022 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
(3)Safeguarding and storage of original motor vehicle retail installment sale contracts are provided by a third party vendor. As permitted by C&DI 200.06, CarMax has elected to take responsibility for assessing compliance by that vendor with that portion of the servicing criteria under Item 1122(d)(4)(ii) of Regulation AB that relates to that vendor's activities.
(4)Certain recovery actions are conducted by third party vendors on behalf of CarMax. As permitted by C&DI 200.06, CarMax has elected to take responsibility for assessing compliance by such vendors with that portion of the servicing criteria under Item 1122(d)(4)(vii) of Regulation AB that relates to such vendors' activities.




APPENDIX B
CarMax Auto Owner Trust 2017-1
CarMax Auto Owner Trust 2017-2
CarMax Auto Owner Trust 2017-3
CarMax Auto Owner Trust 2017-4
CarMax Auto Owner Trust 2018-1
CarMax Auto Owner Trust 2018-2
CarMax Auto Owner Trust 2018-3
CarMax Auto Owner Trust 2018-4
CarMax Auto Owner Trust 2019-1
CarMax Auto Owner Trust 2019-2
CarMax Auto Owner Trust 2019-3
CarMax Auto Owner Trust 2019-4
CarMax Auto Owner Trust 2020-1
CarMax Auto Owner Trust 2020-2
CarMax Auto Owner Trust 2020-3
CarMax Auto Owner Trust 2020-4
CarMax Auto Owner Trust 2021-1
CarMax Auto Owner Trust 2021-2
CarMax Auto Owner Trust 2021-3
CarMax Auto Owner Trust 2021-4
CarMax Auto Owner Trust 2022-1


EXHIBIT 33.2


Management's Assertion

Report on Assessment of Compliance with Applicable Servicing Criteria


U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended February 28, 2022 with the servicing criteria set forth in Item 1122(d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset-Backed Securities Platform1 (the “Platform”).

U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:

1.    U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;

2.    Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;

3.    The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the Platform;

4.    U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended February 28, 2022; and
    
5.    Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended February 28, 2022.


                U.S. BANK NATIONAL ASSOCIATION

                    
                 /s/ John Stern     
                Name: John Stern
                Title: Executive Vice President

Date: April 26, 2022



____________________________________
1 The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the "Platform") consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar and paying agent services for (i) publicly issued asset-backed and mortgage-backed securities transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset- backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.



EXHIBIT A to Management’s Assertion

ReferenceServicing CriteriaApplicable Servicing CriteriaInapplicable Servicing Criteria
General Servicing Considerations
1122(d)(1)(i)Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.X
1122(d)(1)(ii)If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
X2
1122(d)(1)(iii)Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. X
1122(d)(1)(iv)A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. X
1122(d)(1)(v)Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. X
Cash Collection and Administration
1122(d)(2)(i)Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. X
1122(d)(2)(ii)Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X
1122(d)(2)(iii)Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. X
1122(d)(2)(iv)The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. X
1122(d)(2)(v)Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. X
1122(d)(2)(vi)Unissued checks are safeguarded so as to prevent unauthorized access. X
____________________________________
2 No servicing activities were performed by the Company that required the servicing criteria to be complied with Corporate Trust ABS Platform
1



ReferenceServicing CriteriaApplicable Servicing CriteriaInapplicable Servicing Criteria
1122(d)(2)(vii)Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.X
Investor Remittances and Reporting
1122(d)(3)(i)Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.X
1122(d)(3)(ii)Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.X
1122(d)(3)(iii)Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.X
1122(d)(3)(iv)Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.X
Pool Asset Administration
1122(d)(4)(i)Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.X
1122(d)(4)(ii)Pool assets and related documents are safeguarded as required by the transaction agreements.X
1122(d)(4)(iii)Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.X
1122(d)(4)(iv)Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.X
1122(d)(4)(v)The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.X
2



ReferenceServicing CriteriaApplicable Servicing CriteriaInapplicable Servicing Criteria
1122(d)(4)(vi)Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.X
1122(d)(4)(vii)Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.X
1122(d)(4)(viii)Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).X
1122(d)(4)(ix)Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.X
1122(d)(4)(x)Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.X
1122(d)(4)(xi)Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.X
1122(d)(4)(xii)Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.X
1122(d)(4)(xiii)Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.X
1122(d)(4)(xiv)Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.X
1122(d)(4)(xv)Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.X



3


EXHIBIT 34.1

Report of Independent Registered Public Accounting Firm
The Manager and Members
CarMax Business Services, LLC:

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that CarMax Business Services, LLC (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the Servicing Criteria) for all asset-backed securities transactions sponsored by CarMax Business Services, LLC involving motor vehicle retail installment sale contracts that were commenced with an initial bona fide offer after December 31, 2005 (the Platform), except for servicing criteria 1122(d)(1)(iii), 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), 1122(d)(4)(xiii), and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the fiscal year ended February 28, 2022. With respect to applicable servicing criteria 1122(d)(2)(iii), the Company has determined that there were no activities performed during the fiscal year ended February 28, 2022 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. 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 the Platform. Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria 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 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), the Company has engaged various vendors to perform certain activities required by these servicing criteria. The Company has determined that none of these vendors is 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 each vendor as permitted by the SEC's Compliance and Disclosure Interpretation (C&DI) 200.06, Vendors Engaged by Servicers (C&DI 200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related servicing criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply C&DI 200.06.

In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, including servicing criteria 1122(d)(2)(i), 1122(d)(4)(ii), and 1122(d)(4)(vii) for which compliance is determined based on C&DI 200.06 as described above, as of and for the fiscal year ended February 28, 2022 is fairly stated, in all material respects.


/s/ KPMG LLP
Richmond, Virginia
May 27, 2022


EXHIBIT 34.2

Report of Independent Registered Public Accounting Firm

The Board of Directors
U.S. Bank National Association

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar and paying agent services, as of and for the year ended February 28, 2022, except for servicing criteria Items 1122 (d)(1)(i), 1122 (d)(1)(iii)-(v), 1122 (d)(2)(i), 1122 (d)(2)(iii), 1122 (d)(2)(vi)-(vii), 1122 (d)(3)(i), and 1122 (d)(4)(i)-(xv), which the Company has determined are not applicable to the activities it performs with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the 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. Although the Company is responsible for assessing compliance with Items 1122(d)(1)(ii) of Regulation AB, there were no servicing activities performed by the Company during the year ended February 28, 2022 that required these servicing criteria to be complied with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended February 28, 2022, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.


/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 26, 2022



EXHIBIT 35.1


ANNUAL SERVICER COMPLIANCE STATEMENT PURSUANT TO ITEM 1123 OF REGULATION AB

CARMAX BUSINESS SERVICES, LLC


The undersigned, a duly authorized officer of CarMax Business Services, LLC, as Servicer pursuant to Section 3.10 of the Sale and Servicing Agreement dated as of October 1, 2019 (the "Sale and Servicing Agreement") among CarMax Auto Owner Trust 2021-4, as Issuer (the "Issuer"), CarMax Auto Funding LLC, as Depositor, and CarMax Business Services, LLC, as Servicer (the "Servicer"), does hereby certify that:

1.CarMax Business Services, LLC is, as of the date hereof, the Servicer under the Sale and Servicing Agreement.

2.The undersigned is duly authorized to execute and deliver this Officer's Certificate.

3.A review of the activities of the Servicer during the period beginning on September 22, 2021 and ending on February 28, 2022 and of the Servicer's performance under the Sale and Servicing Agreement was made under my supervision. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects throughout such period.


Capitalized terms used in this certificate and not otherwise defined herein have the meanings assigned to them in the Sale and Servicing Agreement.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer, has duly executed this Officer's Certificate this 27th day of May, 2022.

CARMAX BUSINESS SERVICES, LLC

/s/ Andrew J. McMonigle
Andrew J. McMonigle
Vice President and Treasurer



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