DESCRIPTION OF THE ALLY DEMAND NOTES
The Demand Notes are issued pursuant to the Demand Notes Program (the Program). The following description is
a summary of certain provisions of the Program. It is not intended to be complete and is qualified in its entirety by reference to the complete text of the Program, a copy of which is filed with the SEC. A copy of the Program will be made available
to you upon written request to us as provided in Incorporation by Reference; Where You Can Get More Information.
By investing in Demand Notes, an investor is deemed to accept and agree to all provisions of the Program. The Company may amend the Program from time to time in accordance with the terms of the Program.
General Information
All funds invested in Demand Notes, together with accrued interest, redemptions and fees, if any, are recorded on a register maintained by the Processing Agent. No certificate or other instrument
evidencing Allys indebtedness is issued to an investor. The Demand Notes register also includes the name(s), address(es) and tax identification or social security number(s) and, in the case of natural persons, date(s) of birth of the
registered owner(s) of each Demand Note. In addition, investors may be required to provide certain other information as required by applicable law. We will not accept facsimile signatures on any checks, investment forms, investment change requests
or any other document that affects a change in a Demand Note. Subject to applicable law, Demand Notes may be held individually, jointly, in a trust or custodial capacity or in the name of a corporation, business, partnership, LLC or association. All
jointly-owned Demand Notes provide a right of survivorship. This means that if one Demand Note owner dies, the Demand Note will belong to the survivor(s).
Investors will be provided with monthly statements for each Demand Note showing a summary of all investments and redemptions, the amount of accrued and reinvested interest, the nominal rates for interest
earned during the period and the principal amount of the investors Demand Notes at the beginning and end of the period. With your consent, such statements may be provided to you electronically. Redemption checks which you write will not be
returned to you. The redemption check number and the amount of each cashed redemption check will be indicated on your statement.
An investor may obtain its current Demand Notes balance at any time by calling toll free 800-684-8823 or accessing the Demand Notes website at www.demandnotes.com.
An investor may change its address by calling toll free 800-684-8823, or by written request with the signature of all
owners of a Demand Note.
The Demand Notes have no stated maturity and may be redeemed, in whole or in part,
at the option of the investor; provided, however, that redemptions are subject to certain minimum redemption amounts. (See How to Redeempage 18). The Demand Notes are not subject to any sinking fund.
The Demand Notes are not and will not be listed on any securities exchange and there is no secondary market for them.
Unless you agree otherwise, Ally has no right of set-off against any Demand Note for indebtedness not related
to such Demand Note. Ally shall have the right to deduct from the principal amount of a Demand Note any amounts invested by us in error in such Demand Note. In addition, we may, in our sole discretion, put a block on your Demand Notes in connection
with an Internal Revenue Service notice, court order or pursuant to any other legal or governmental action or requirement.
Demand Notes that are not accessed within statutorily specified time periods may be subject to applicable state laws regarding escheat (or forfeiture) to the state government of unclaimed Demand Notes.
We may require a medallion signature guarantee for an investor to add or change such investors
registration, investment options or redemption options with respect to the Demand Notes. A medallion signature
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guarantee is obtainable from a bank or other financial institution. The medallion signature guarantee is designed to protect an investor in Demand Notes from unauthorized changes by unauthorized
persons. A notary stamp does not meet the requirement for a medallion signature guarantee.
Eligible Investors
The Demand Notes program is available to employees and retirees of Ally (including Ally participating subsidiaries), to
the immediate family members of such employees and retirees, and to dealers that Ally has a retail or wholesale funding relationship with, including the employees of such dealers (each an Eligible Investor and collectively the
Investors). Immediate family members are defined as the spouse, children, parents, siblings and grandparents of an eligible employee or retiree. The Demand Notes are being offered only to persons whose registered addresses are in the
United States.
Administration
We have established a Demand Notes Committee consisting of persons appointed by the Chief Financial Officer or Treasurer (the Demand Notes Committee). The members of the Demand Notes Committee
do not receive any compensation for their services as such, but they may be officers, directors or employees of Ally or any of its subsidiaries. The Demand Notes Committee members serve at the pleasure of the Chief Financial Officer or Treasurer
until their resignation or removal from office by the Chief Financial Officer or Treasurer. The Demand Notes Committee will consist at all times of at least three members and will act by a majority of its members.
The Demand Notes Committee generally has full power and authority to amend the Program, to interpret its provisions, to
waive requirements imposed by the Program, to adopt rules and regulations in connection with the Program, and to set and adjust the rate of interest to be paid on the Demand Notes, including, at the discretion of the Demand Notes Committee,
establishing tiered rates of interest with respect to Demand Notes with aggregate principal amounts falling within different ranges as of an established periodic reference date.
We have appointed The Northern Trust Company as Processing Agent to handle the day-to-day administration of the Demand
Notes. See Processing Agent.
Dispute Resolution
Any dispute or controversy between you and Ally will be subject exclusively to binding arbitration under the Commercial
Arbitration Rules of the American Arbitration Association.
Interest Rate
The Demand Notes bear interest at a floating rate as determined by the Demand Notes Committee. The interest rate on the
Demand Notes is subject to change on Thursday of each week, with any change being effective the following Monday. In deciding on the interest rate, the Demand Notes Committee examines, among other things, the level of interest rates generally and
the changes in such interest rates that occur from time to time. The Demand Notes Committee has the authority, and expects, to provide for differing interest rates based on, among other criteria, the size of individual Demand Notes. You will be
notified by mail in the event that the Demand Notes Committee determines to change from multiple interest rates to a uniform interest rate, or from a uniform interest rate, if applicable in the future, to multiple interest rates. Under no
circumstances will the Demand Notes Committee be obligated to provide multiple interest rates for different sized Demand Notes.
If for an applicable interest period the Demand Notes Committee will provide differing interest rates to Demand Notes of different sizes, the Demand Notes Committee will determine the interest rates
applicable to Demand Notes with aggregate principal amount within specified ranges (each a Range). Although we expect that similar Ranges will be used for consecutive interest periods, we reserve the right to modify the specified
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Ranges without notice, provided that Ranges shall not be modified other than on a Thursday of each week to be effective the following Monday. The specified Ranges for each interest period,
together with the interest rate applicable to each such Range, will be set forth in a pricing supplement that we will file with the SEC.
The Range within which a Demand Note falls will be determined solely based on the aggregate principal amount of such Demand Note, as identified by its assigned Demand Note number. The principal amount of
Demand Notes with distinct assigned Demand Note numbers will
not
be aggregated, regardless of beneficial ownership or any other consideration. The applicable Range for each Demand Note will be determined based on the aggregate principal
amount of a Demand Note on a daily basis, in accordance with the Processing Agents applicable procedures.
The Demand Notes are not a money market fund, which is generally a diversified fund consisting of investments in
short-term debt securities of many companies. Demand Notes are solely the debt obligation of Ally Financial Inc. The rate of interest that the Demand Notes bear for any period is not an indication or representation of future rates of interest for
the Demand Notes.
Interest on the Demand Notes accrues in accordance with the provisions governing the
different methods of investing in Demand Notes, as described below under How to Invest. Interest on the Demand Notes is compounded daily, at the rate in effect each day, based on a 365-day year, including for leap years. Interest payable
on the Demand Notes accrues daily and will be credited to your Demand Notes on the last day of each calendar month and, unless you have elected automatic monthly interest redemption, will be reinvested in additional Demand Notes. You may obtain the
current interest rate borne by the Demand Notes at any time by calling 800-684-8823 or by accessing the Ally Demand Notes website at www.demandnotes.com.
Fees
Each investor will be provided with a free supply of
redemption checks. In addition, investors will not be charged fees for check redemptions or wire redemptions above the required minimum redemption amount. You may, however, be charged a fee by your commercial bank or financial institution if you
make an investment or receive a redemption amount by ACH or wire transfer. In addition, you may incur a charge in obtaining any applicable medallion signature guarantee from the provider of the medallion signature guarantee.
Service fees may be assessed for: checks returned to the depository bank because: the principal amount of the
investors Demand Note is insufficient or the required signatures were omitted from the check; or checks was written for an amount less than the $250 minimum. A service fee will also be assessed for certain administrative matters, including for
stop payments requested by you, for overnight delivery of additional checks and for statement processing or other administrative matters. These fees will be directly debited from your Demand Notes.
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HOW TO INVEST
Following your initial investment, you may invest in Demand Notes at any time, without charge, by check, by wire
transfer, by automatic charge to your bank account (ACH) or by any other means permitted by the Program. The minimum initial investment is $1,000. To make an initial investment in a Demand Note, you must complete the required program application and
provide a personal check. The minimum amount for subsequent investments is generally $50. You will be required to maintain a minimum $1,000 investment balance in each of your Demand Notessee Optional Redemptions By AllyInvestor
Balance Below Demand Notes Minimum on page 22 of this prospectus. All of your investments are required to be in U.S. dollars and investments by check must be drawn on a financial institution incorporated in the United States. We will reject
all checks drawn on a foreign bank or a United States branch of a foreign bank.
The maximum principal amount
of all your Demand Notes having the same social security or tax identification number is $15,000,000. We reserve the right to redeem at our sole discretion your Demand Notes for any amount in excess of $15,000,000. Upon such a redemption, Ally will
mail a check to your address of record.
For purposes of the Demand Notes, a Business Day is a day on which
The Northern Trust Company, Processing Agent, and the Federal Reserve Bank are fully open for business (a Business Day). We reserve the right at any time, and for any reason, to modify, suspend or terminate any of the investment methods
described below.
Investments by Check
Your initial investment by check (personal checks only) must be accompanied by a properly completed program application. An initial investment by check is to be made payable to Ally Demand
Notes and mailed together with a properly completed program application to: Ally Demand Notes, The Northern Trust Company, P.O. Box 75707, Chicago, IL 60675-5707. Applications received by 2:00 p.m. Central Time will be opened and processed
within 24 hours on each Business Day and applications received after 2:00 p.m. Central Time will be opened on the next Business Day and processed within 24 hours on each Business Day.
Your subsequent investments by check (minimum of $50) must include your assigned Demand Notes number assigned to you by
The Northern Trust Company, as Processing Agent and be accompanied by a completed investment slip. Any subsequent investments by check are to be made payable to Ally Demand Notes and mailed to Ally Demand Notes, The Northern Trust
Company, P.O. Box 75987, Chicago, IL 60675-5987. Subsequent investments by check that are received and processed by the Processing Agent before 8:00 a.m. Central Time are invested in your Demand Notes on the same Business Day as your check is
received. Subsequent investments by check that are received and processed by the Processing Agent after 8:00 a.m. Central Time are invested in your Demand Notes on the next Business Day after the date of the checks receipt.
Although interest begins to accrue on the day your check is invested, an initial investment and all subsequent
investments by check will be subject to a hold period of 5 Business Days. Your investment made by check is available for redemption on the sixth Business Day after the Processing Agent processes the investment of your check. Neither the Processing
Agent nor Ally are responsible for delays in the receipt of checks mailed to The Northern Trust Company.
You
can confirm the date your investment was made by accessing the Demand Notes website at www.demandnotes.com, by contacting the Processing Agent directly or by utilizing the available automated phone system at 800-684-8823 (toll free).
Investments by Wire Transfer
Once you have made your initial Demand Notes investment by personal check, you may make subsequent investments (minimum of $50) by transferring funds via bank wire. To do so, an investor must
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comply with instructions provided in the applicable program documents. The bank wire must include the designation Ally Demand Notes, your name (as registered on your Demand Notes) and
address, and your assigned Demand Notes number. We charge no fees for the receipt of wire transfers or ACH credits; however, your commercial bank or financial institution may charge you a fee if you make an investment by wire transfer.
An investment by wire transfer of funds to the Processing Agent is invested in your Demand Notes on the Business Day the
funds are received by the Processing Agent in proper form and begins to accrue interest on that day provided the funds have been received by the Processing Agent by 1:00 p.m. Central Time. Funds received after 1:00 p.m. Central Time are
invested and begin to accrue interest on the next Business Day. Neither the Processing Agent nor Ally is responsible for delays in the transfer and wiring of funds. Your investment made by wire transfer is available for redemption on the same
Business Day the Processing Agent processes the investment of your wire transfer into your Demand Notes. You can confirm the date your investment was made by accessing the Demand Notes website at www.demandnotes.com, by contacting the Processing
Agent directly or by utilizing the available automated phone system at 800-684-8823 (toll free).
Investments by Automatic Monthly,
Periodic or On Request Electronic Transfer from a Bank Account
You may elect to authorize the Processing
Agent to make an automatic monthly or periodic charge or an on request charge, in each case of $50 or more from up to two of your personal banking account(s).
In the case of monthly or periodic transfers, upon receipt of proper authorization, the Processing Agent will prepare an automatic electronic transfer using up to two transfer dates each month drawn
against your bank account(s) for the amount authorized and on the Business Day you have requested. In the case of monthly or periodic transfers, you may elect up to two transfer dates for any amount of $50 or more using up to two different bank
accounts. If an automatic transfer day falls on a weekend, the transfer will be initiated on the next Business Day; provided, however, if an ACH automatic investment is set for the last weekend of a month, the investment will be made on the last
Business Day of that month.
In the case of an on request transfer, upon receipt of proper authorization, the
Processing Agent will prepare an on request electronic transfer drawn against your bank accounts for the amount authorized and on the Business Day you have requested. An investor with banking instructions on file may make an on request investment
(subject to the $50 investment minimum) by accessing the Demand Notes website at www.demandnotes.com or by calling the Processing Agent during the Processing Agents regular business hours toll free at 1-800-684-8823. On request ACH investment
requests made prior to 1:00 p.m. Central Time will be posted to the Demand Note on the next Business Day and requests made after 1:00 p.m. Central Time will be posted two Business Days following the request.
Your investments made by electronic transfer are available for redemption on the sixth Business Day after the Processing
Agent processes the investment of your electronic transfer. You can confirm the date your investment was made by accessing the Demand Notes website at www.demandnotes.com, by contacting the Processing Agent directly or by utilizing the available
automated phone system at 800-684-8823 (toll free).
To establish the automatic monthly or periodic charge to
your banking account(s) or to place a banking account on file for on request ACH electronic transfers, you must elect this option on your investment form, available from the Demand Notes website at www.demandnotes.com, or obtain the necessary
authorization form directly from the Processing Agent. You may change the amount(s) or day of transfer of your automatic monthly or periodic investment (subject to the $50 monthly minimum), terminate your automatic monthly or periodic investment
entirely or change your banking account information on file at any time by providing written notice to the Processing Agent. All Demand Note owners must sign the applicable Investment Form or Change form and obtain a Signature Guarantee Medallion
Stamp. Your notice is effective as soon as practicable after it is received by the Processing Agent. There is a 2 Business Day set-up period each time you add, change or terminate the banking instruction(s) for either of the above investment
options.
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A Complete Discussion of Your Rights and Responsibilities if You Use Electronic Funds Transfers Is
Contained in Appendix A Hereto.
Investments by Direct Investment of Full or Partial Payroll, Pension or Social
Security Payments
After your initial Demand Note investment, you may elect to invest in Demand Notes
by instructing your place of employment, other issuer of regularly recurring payments, or, in the case of social security payments, the Social Security Administration, to invest all or a portion of your net pay, annuity or pension payments, social
security payments or other recurring payments directly into your Demand Notes and authorizing the Processing Agent to receive such investments. Investments by direct investment may be made by electronic transfer.
The proceeds from direct investments made by electronic transfer of funds are invested in your Demand Notes and begin to
accrue interest on the same Business Day that the Processing Agent receives the electronic transfer. If the transfer day falls on a weekend, the transfer will be initiated on the next Business Day. Your investments made by electronic transfer are
available for redemption on the sixth Business Day after the Processing Agent processes the investment of your electronic transfer. You can confirm the date your direct investment was made by accessing the Demand Notes website at
www.demandnotes.com, by contacting the Processing Agent directly or by utilizing the available automated phone system at 800-684-8823 (toll free).
To terminate your direct investments, you must notify The Northern Trust, the Processing Agent, as well as the issuer(s) of such payment(s) in writing.
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HOW TO REDEEM
You may redeem all or part of your Demand Notes by following the procedures described below. If the amount to be redeemed
represents an investment made by check or charge to your bank account, the redemption instructions will not be honored if the instructions are received within five Business Days from the receipt of such investment check or electronic transfer. We
reserve the right at any time to modify, suspend or terminate any of the redemption methods described below. No redemption proceeds are paid in cash. Interest on a redeemed investment accrues to, but does not include, the date of redemption, except
in the case of Automatic Monthly or Quarterly ACH Redemption, Monthly Interest ACH Redemption, and On request ACH Redemptions, in which cases, interest on a redeemed investment accrues to, but does not include, the settlement date.
A medallion signature guarantee may be required in certain circumstances in order for you to add or change your
redemption options. Our purpose in requiring a medallion signature guarantee is to prevent potential fraud or misrepresentation and is for your protection. A medallion signature guarantee must be signed by an authorized signatory and the statement
Signature Guaranteed must appear with the signature. A notarized signature is not a medallion signature guarantee. In certain instances, additional documentation may be required including, but not limited to, copies of trust instruments,
birth certificates, death certificates, or court appointments as executor or administrator. Any request for a change to your method of redemption or notice regarding your Demand Notes must be mailed in accordance with instructions provided in the
applicable program documents.
Redemption by Written Check
Each investor in Demand Notes will be provided with a free supply of checks. You may redeem your Demand Notes by writing
a check, payable to the order of anyone. If the amount of the redemption check is greater than the principal amount of your Demand Notes, or if the check does not include the required signatures, the check will not be honored and a $10 fee will be
debited from your Demand Notes by the Processing Agent. A redemption check for less than $250 will be honored, however, a $10 fee will be debited from your Demand Notes by the Processing Agent. The redemption date for a redemption by written check
will be established as the date on which such check is presented to the Processing Agent for payment. Checks are deposited and processed through normal bank clearing systems. There is no limit on the number of checks you may write. We will not
accept facsimile signatures on checks.
The Processing Agent may review any Demand Notes check to verify its
validity. Where there is more than one registered owner of a Demand Note, only the signature of one registered owner is required on the check. When your check is presented to the Processing Agent for payment, the Processing Agent redeems your Demand
Notes in an amount sufficient to cover the check. If you request a stop payment of a check, the Processing Agent assesses a $10 service charge for each stop payment request made and such fee will be debited from your Demand Note. Your stop payment
will be acted upon without verification or confirmation by the Company or the Processing Agent.
Redemption by Telephone or Writing
Investors in Demand Notes may effect redemptions by written or telephone instructions to the Processing
Agent.
A written request for redemption must be signed by a registered owner of the Demand Note and request
that a check be issued for a specified amount (minimum of $250) and mailed to the address of record for the applicable Demand Note. Written requests received prior to 10:00 a.m. Central Time will be processed on the same Business Day as the
written request is received and such day shall be deemed to be the redemption date. Written requests received after 10:00 a.m. Central Time will be processed on the following Business Day and
such day shall be deemed to be the redemption date. Written requests should be made to: Ally Demand Notes, The Northern Trust Company,
P.O. Box 75707, Chicago, IL 60675-5707.
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A telephone request for redemption may be made by a Demand Note holder by
calling 800-684-8823 (toll free) and requesting that a check be issued for a specified amount (minimum of $250) and mailed to the address of record for the applicable Demand Note. Telephone requests received prior to 10:00 a.m. Central Time
will be processed on the same Business Day as the telephone request is received and such day shall be deemed to be the redemption date. Telephone requests received after 10:00 a.m. Central Time will be processed on the following Business Day
and such day shall be deemed to be the redemption date.
Redemption by Wire
If you select this option on the investment form, you may redeem your Demand Notes, in part, during the Processing
Agents regular business hours, by having redemption proceeds of $1,000 or more wired to a pre-designated bank account or Demand Notes. By use of this option, you authorize the Processing Agent to act on telephone or written redemption
instructions from any person or persons representing themselves to be the registered owners of the Demand Notes. The Processing Agents record of your instructions is binding.
To select the Redemption by Wire option, you must designate a Demand Note or an account at a bank in the United States to
receive the redemption proceeds by submitting the information in writing on your Investment Form. For proceeds that will be wired to a bank account, you must also provide the Processing Agent with a voided specimen check or deposit slip from such
bank. For proceeds that will be wired to Demand Notes, you must provide the relevant assigned Demand Notes number. Once established, you may utilize the redemption by wire option by calling the Processing Agent during regular business hours at
800-684-8823 (toll free).
Upon receipt of wire redemption instructions, the Processing Agent will redeem your
Demand Notes sufficient to cover the amount specified in your wire redemption instructions and will wire the redemption proceeds to the predesignated bank account or Demand Note. If the redemption instructions are received by 1:00 p.m. Central
Time on any Business Day, the Processing Agent will wire the redemption proceeds to the pre-designated bank account or Demand Note on the same Business Day and such day shall be deemed to be the redemption date. If the redemption instructions are
received after 1:00 p.m. Central Time on any Business Day, the Processing Agent will wire the redemption proceeds to the pre-designated bank account or Demand Note on the next Business Day and such day shall be deemed to be the redemption date.
You may establish, add or change the Redemption by Wire instructions only upon written request to the
Processing Agent accompanied by a medallion signature guarantee of each registered owner (including joint owners) of the Demand Notes.
Neither the Processing Agent nor Ally is responsible for delays in the wiring of funds through the banking system or for the authenticity of redemption instructions.
Automatic Monthly or Quarterly ACH Redemption or Monthly Interest ACH Redemption
If you select this option on the investment form, you authorize the Processing Agent to automatically redeem (a) on
a monthly or quarterly basis a specified part of your Demand Notes (minimum $100) or (b) on a monthly basis, the interest accrued and posted to your Demand Notes. These options are available only if there are designated bank account
instructions for redemption by ACH on file.
If you select either the automatic monthly or quarterly
redemption option, the Processing Agent will establish as the redemption date the last calendar day of the month, if the last calendar day of the month falls on a Business Day. If the last calendar day of the month falls on a day that is not a
Business Day, the Processing Agent will establish as the redemption date the next Business Day after the end of the relevant month or quarter, as the case may be. With respect to such automatic monthly or quarterly redemptions, the funds will settle
on the next Business Day after the redemption date. If you select the monthly interest redemption option, the Processing Agent will establish the last calendar day of such month as the redemption date. On the established redemption date, the
Processing Agent will redeem your Demand Notes by an amount equal to the redemption amount that you have specified (minimum $100) or, if you have elected Monthly Interest ACH Redemption, the interest
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amount that would have been credited to your Demand Notes for that month. The Processing Agent will send, via ACH transfer, the funds to your designated bank account. With respect to Monthly
Interest ACH Redemption, the funds will settle on the second Business Day following the established redemption date. Interest paid on the redemption proceeds shall include interest accrued to, but not including, the settlement date for such
redemptions.
The Automatic Monthly or Quarterly ACH Redemption option and the Automatic Monthly Interest ACH
Redemption option will only be available if you have designated bank account instructions on file .
You may
terminate the Automatic Monthly or Quarterly ACH Redemption Option or Monthly Interest ACH Redemption Option by providing written notice to the Processing Agent. Such notice is effective as soon as practicable after receipt by the Processing Agent.
You may also request the Automatic Monthly or Quarterly ACH Redemption or Monthly Interest ACH Redemption
Option after you have submitted the investment form by providing the Processing Agent with a written request to add the desired automatic redemption option to the Demand Notes and by providing a set of bank account instructions. Your written request
requires the signatures of all registered owners (including joint owners) of the Demand Notes exactly as the name(s) appear on the Demand Notes investment form and each signature must have a medallion signature guarantee from a banking or financial
institution.
On Request ACH Redemption
If you select this option on the investment form, you authorize the Processing Agent to act on telephonic, electronic, or written redemption instructions from any person or persons representing themselves
to be the registered owners of the Demand Notes. You may authorize the Processing Agent through a customer service representative, or by accessing the Demand Notes website, to redeem your Demand Notes by an amount of $250 or more upon request. If
the ACH redemption request is received by 1:00 p.m. Central Time on any Business Day, then the funds will settle on the next Business Day following such request. If the request is received by the Processing Agent after 1:00 p.m. Central Time on any
Business Day, then the funds will settle on the second Business Day following the date of such request. The Processing Agents record of your instructions is binding. Written requests must be signed by an owner of the Demand Note and should be
made to: Ally Demand Notes, The Northern Trust Company, P.O. Box 75707, Chicago, IL 60675-5707. Interest paid on the redemption proceeds shall include interest accrued to, but not including, the settlement date for such redemptions.
You may also request the On Request ACH Redemption Option subsequent to submitting the investment form by providing the
Processing Agent with a written request to add the option to the Demand Notes and by providing a set of bank account instructions. Your written request requires the signatures of all registered owners (including joint owners) of the Demand Notes
exactly as the name(s) appear on the Demand Notes investment form and each signature must have a medallion signature guarantee from a banking or financial institution.
You may authorize a merchant or other payee to make a one-time electronic payment deduction from your Demand Note using
information from your Demand Notes checks to pay for purchases and bills.
A Complete Discussion of Your Rights and Responsibilities if You
Use Electronic Funds Transfers is Contained in Appendix A Hereto.
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Full Redemption of a Demand Note
You may redeem your Demand Notes in full by providing telephone or written instructions to the Processing Agent to affect
a full redemption. Written instructions must state your intention to redeem in full your Demand Notes and must be mailed to: Ally Demand Notes, The Northern Trust Company, P.O. Box 75707, Chicago, IL 60675-5707.
Upon receiving your instructions, the Processing Agent will redeem in full your Demand Notes, including accrued and
unpaid interest to the date of redemption. The Processing Agent will mail a bank check to the address of record for the applicable Demand Note.
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OPTIONAL REDEMPTIONS BY ALLY
Ally may redeem, at any time in its discretion, all or any part of the Demand Notes. See The
IndentureRedemption of Demand Notes.
Investor Misuse of Redemption Provisions
We reserve the right to redeem immediately any Demand Notes of an investor who we believe, in our sole judgment and
discretion, is abusing or misusing the redemption provisions of the Demand Notes, e.g., the writing of multiple checks where the amounts of the checks are greater than the principal amount of the Demand Notes. Ally will notify an investor of its
intention to redeem such Demand Notes on the third Business Day following the date of such notification. A final check will be sent to the investors address of record for the applicable Demand Note in an amount equal to the principal amount of
the Demand Notes, including accrued and unpaid interest. In the event that a Demand Note with a principal amount below $0 is redeemed, the investor will be liable to us for the amount required to restore the principal amount to $0 as of the date the
Demand Notes were redeemed.
Investor Balance Below Demand Notes Minimum
We may redeem, in our discretion, any particular Demand Note that maintains a principal amount of less than $1,000 for a
period consisting of the two consecutive months immediately following the month in which the principal amount of the Demand Note first falls below $1,000. If your Demand Note has a month-end principal amount of less than $1,000, we may provide you
with written notice reminding you of the minimum investment requirement and providing you with the proposed date of redemption of your Demand Notes and following receipt of such notice, you will have a minimum of 60 days to restore the Demand Note
to the required amount. If your Demand Notes are redeemed in this manner, you will be mailed a check to the address of record for the applicable Demand Note in an amount equal to the principal amount of such Demand Note, including accrued and unpaid
interest.
We may also redeem, in our discretion, any particular Demand Note with principal amount below
$1,000 and in which no investment (other than accrued and reinvestment of interest) is made for a period of three consecutive months immediately following the month in which the principal amount of the Demand Note falls below $1,000. In such
circumstances, we have the option to notify you of our intention to redeem such Demand Note and following receipt of such notice, you will have a minimum of fifteen Business Days to restore the Demand Note to the required amount. If you do not
restore the required amount, we have the option to fix the date of redemption as the sixteenth Business Day (or later) following the date of the notice and redeem the Demand Note in full on such day. If your Demand Notes are redeemed in this manner,
you will be mailed a check to the address of record for the applicable Demand Note in an amount equal to the principal amount of such Demand Note, including accrued and unpaid interest.
In the event that Demand Notes with a principal amount below $0 are redeemed, you will be liable to Ally for the amount
required to restore the principal amount to $0 as of the date the Demand Notes were redeemed.
Notice of Redemption
Ally will give prior written notice of at least thirty days but not more than ninety days to investors whose Demand Notes
are subject to full or partial redemption. See The IndentureRedemption of Demand Notes.
Investor Balance Above Demand
Notes Maximum
We may partially redeem, in our discretion, any particular Demand Notes having the same
social security or tax identification number that exceed $15,000,000 in the aggregate. If your Demand Notes is so partially redeemed by us, you will be mailed a check to the address of record in an amount equal to the principal amount above
$15,000,000.
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THE INDENTURE
General Information
Ally issues the Demand Notes under the indenture dated October 15, 1985 (as amended by the first supplemental indenture dated as of April 1, 1986, the second supplemental indenture dated as of
June 24, 1986, the third supplemental indenture dated as of February 15, 1987, the fourth supplemental indenture dated as of December 1, 1988, the fifth supplemental indenture dated as of October 2, 1989, the sixth supplemental
indenture dated as of January 1, 1988, the seventh supplemental indenture dated as of June 15, 1998, and the eighth supplemental indenture dated as of January 4, 2012, and together with such supplemental indentures, the
Indenture) among Ally and U.S. Bank National Association (successor to Manufacturers National Bank of Detroit), as trustee (the Trustee). The following description is a summary of certain provisions of the Indenture. It is
not intended to be complete and is qualified in its entirety by reference to the Indenture, a copy of which is filed with the SEC. A copy of the Indenture will be made available to you upon written request to us as provided in Incorporation by
Reference; Where You Can Get More Information.
The Demand Notes constitute unsecured, unsubordinated,
and unguaranteed debt obligations of Ally Financial Inc. You do not have any priority or secured claim against any of the assets of Ally with respect to the principal amount of your Demand Notes or accrued and unpaid interest. Funds invested in the
Demand Notes are not subject to the protection of the Federal Deposit Insurance Corporation or any other insurance.
We may from time to time enter into one or more supplemental indentures, without the consent of investors in the Demand Notes, providing for, among other things, the issuance of Demand Notes under the
Indenture in addition to the aggregate principal amount authorized thereunder on the date of this Prospectus.
Limitation on Liens
Ally will not at any time pledge or otherwise subject to any lien any of its property or assets without
thereby expressly securing the due and punctual payment of the principal of and interest on the Demand Notes equally and ratably with any and all other obligations and indebtedness secured by such pledge or other lien, so long as any such other
obligations and indebtedness shall be so secured. This restriction shall not apply to:
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(a)
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the pledge of any assets to secure any financing by Ally of the exporting of goods to or between, or the marketing thereof in, foreign countries
(other than Canada), in connection with which Ally reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of securing banking
accommodations or as the basis for the issuance of bankers acceptances or in aid of other similar borrowing arrangements;
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(b)
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the pledge of receivables payable in foreign currencies (other than Canadian dollars) to secure borrowings in foreign countries (other than Canada);
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(c)
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any deposit of assets of Ally with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of any bond
on appeal by us from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against Ally;
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(d)
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any lien or charge on any property, tangible or intangible, real or personal, existing at the time of acquisition of such property (including
acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase price thereof or to secure any indebtedness incurred prior to, at the time of, or within 60 days after, the acquisition thereof for the
purpose of financing all or any part of the purchase price thereof; and
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(e)
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any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien, charge or pledge
referred to in the foregoing (a) to (d) inclusive of
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this paragraph; provided, however, that the amount of any and all obligations and indebtedness secured thereby will not exceed the amount thereof so secured immediately prior to the time of such
extension, renewal or replacement, and that such extension, renewal or replacement will be limited to all or a part of the property which secured the charge or lien so extended, renewed or replaced (plus improvements on such property).
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Merger and Consolidation
The Indenture provides that Ally will not merge or consolidate with another corporation or sell or convey all or substantially all of its assets unless either Ally is the continuing corporation or the new
corporation shall be organized and existing under the laws of the United States or a State thereof and shall expressly assume the payment of all interest and principal due under the Demand Notes and the performance of all covenants and conditions
under the Indenture. In either case, the Indenture provides that neither Ally nor a successor corporation may be in default of performance of any covenant or condition immediately after a merger or consolidation. Additionally, the Indenture provides
that in the case of any such merger or consolidation, either Ally or the successor company may continue to issue Demand Notes under the Indenture.
Events of Default
The following events are defined in the
Indenture as Events of Default:
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failure to pay all or any part of the principal of or interest on any Demand Notes as and when the same will be due and payable (subject to certain
exceptions described in the Indenture);
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failure to perform or observe any other covenants or agreements in the Indenture or the Program for thirty days after written notice of such failure
to the Company and the Trustee by holders of at least 25% of the outstanding Demand Notes; and
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certain events of bankruptcy, insolvency or reorganization.
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If an Event of Default has occurred and is continuing, either the Trustee or the holders of not less than 25% of the then
outstanding Demand Notes may, by written notice to the Company, declare the principal of all Demand Notes to be due and payable immediately.
The Indenture provides that the Trustee will, within ninety days after the occurrence of a default, give investors notice of all uncured defaults known to it (the term default to include the events
specified above without grace periods); provided, however, that except in the case of default in the payment of the principal of or interest on any of the Demand Notes, the Trustee will be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interests of the investors.
We are required to
furnish to the Trustee annually a statement of certain officers of Ally stating whether or not to their knowledge we are in default in the performance and observance of certain terms of the Indenture and, if we are in default, specifying each such
default.
Investors holding a majority in aggregate principal amount of the Demand Notes then outstanding have
the right to waive certain defaults and, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
The Indenture provides that, in case an Event of Default will occur (which will not have been cured or waived), the
Trustee is required to exercise such of its rights and powers under the Indenture, and to use the degree of skill and care in their exercise, that a prudent man would exercise or use under the circumstances in the conduct of his own affairs, but
otherwise need only perform such duties as are specifically set forth in the Indenture. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of
any of the investors unless they will have offered to the Trustee reasonable security or indemnity.
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Redemption of Demand Notes
Ally may redeem, at any time in its discretion, all or any part of the Demand Notes. Ally will give prior written notice
of at least thirty days but not more than ninety days to investors whose Demand Notes are subject to full or partial redemption. Any partial redemption of Demand Notes will be effected by lot or pro rata or by any other method that is deemed fair
and appropriate by the Trustee. The notice from Ally will specify the effective date of redemption, the amount being redeemed and the effective date the redeemed amount will become due and payable and that interest will cease to accrue as of that
date. All partial redemption notices will list the remaining principal amount of the Demand Notes.
The full
or partial Demand Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption, will be paid by check to the registered owner(s) of the redeemed Demand Notes. Interest on the redeemed amount will cease to accrue on and
after the effective date the redeemed amount becomes due and payable.
Ally may redeem, at any time in its
discretion, any particular Demand Note with principal amount below $1,000 and in which no investment (other than accrued and reinvestment of interest) is made for a period of three consecutive months immediately following the month in which the
principal amount of the Demand Note falls below $1,000. In such case, Ally has the option to notify an investor of its intention to redeem such Demand Note and following receipt of such notice, an investor will have a minimum of fifteen Business
Days to restore the Demand Note to the required amount. If the Investor does not restore the required amount, Ally has the option to fix the date of redemption as the sixteenth Business Day (or later) following the date of the notice and redeem the
Demand Note in full, including accrued and unpaid interest, on such day. Ally will send a check to such investors address of record for the applicable Demand Note.
Ally reserves the right to redeem immediately any Demand Notes of an investor who Ally believes, in its sole judgment and
discretion, is using the redemption provisions of the Demand Notes in a manner or with an effect that is not in the best interests of Ally, e.g., the writing of multiple checks where the amounts of the checks are greater than the principal amount of
the Demand Notes. Ally will notify an investor of its intention to redeem such Demand Notes on the third Business Day following the date of such notification. A final check will be sent to the investors address of record for the applicable
Demand Note in an amount equal to the principal amount of the Demand Notes, including accrued and unpaid interest. In the event that a Demand Note with a principal amount below $0 is redeemed, the investor will be liable to Ally for the amount
required to restore the principal amount to $0 as of the date the Demand Notes were redeemed.
Concerning the Trustee
U.S. Bank National Association is the Trustee under the Indenture. U.S. Bank National Association acts as depository for
funds of, makes loans to, and performs certain other services for, Ally and certain of its affiliates in the normal course of its business. As trustee of various trusts, it has purchased securities of Ally and certain of its affiliates.
Modification of the Indenture
With certain exceptions, under the Indenture, the rights and obligations of Ally and the rights of the investors may be modified by Ally with the consent of investors holding not less than 66
2
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3
% in aggregate principal amount of the Demand Notes then outstanding; but no such modifications may be made without the
consent of investors holding all of the Demand Notes then outstanding which would:
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extend the maturity of any Demand Notes or reduce the principal amount of any Demand Notes or the accrued and unpaid interest thereon or
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reduce the stated percentage of the Demand Notes, the consent of the investors of which is required to modify or alter the Indenture.
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MODIFICATION, SUSPENSION OR TERMINATION OF PROGRAM
The Company or the Demand Notes Committee may amend or modify the Program at any time as it deems
necessary or appropriate. Written notice of any material amendment or modification will be provided to investors at least fifteen days prior to the effective date of such amendment or modification unless it is legally impractical to do so, or unless
otherwise required by law. Such written notice shall be deemed to have been provided to investors if the revised program, reflecting such amendment or modification, is available to investors on the Securities and Exchange Commissions
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) at www.sec.gov/edgar or on the Demand Notes website at www.demandnotes.com. No such amendment or modification, however, will reduce the principal amount of any Demand
Notes, or accrued and unpaid interest thereon, as of the effective date of such amendment or modification and no such amendment or modification will have a retroactive effect that would adversely affect the rights of investors.
Ally may terminate the Program in its entirety for any reason. We may, at our discretion, temporarily or permanently
suspend the acceptance of investments in the Demand Notes without such a suspension amounting to a termination of the Program. Unless otherwise required by law, written notice of suspension or termination will be provided to investors at least
thirty days prior to the effective date of such suspension or termination unless it is legally impractical to do so or unless otherwise required by law. We may omit, restrict, suspend or terminate the Program in any jurisdiction in which we, at our
discretion, deem such action advisable in view of local law and regulations.
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PROCESSING AGENT
Ally has appointed The Northern Trust Company to act as the Processing Agent for the Demand Notes. Services performed by
the Processing Agent include:
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investment and redemption processing and accounting;
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preparation of Demand Notes statements and other correspondence;
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monthly reporting of the principal amount of Demand Notes, accrual of interest income and payment and reinvestment of interest accrued; and
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required tax reporting and filings with the federal government.
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Any determination rendered by the Demand Notes Committee in connection with the services performed by the Processing
Agent is final and conclusive. For these services, we pay the Processing Agent a monthly agency and administrative fee based on the number of Demand Notes outstanding at the end of each month as well as its reasonable out-of-pocket costs (such as,
but not limited to, postage, forms, telephone, and wire expenses). We pay all costs incurred by us in the offering of the Demand Notes and administration of the Program.
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NOTICES AND LIMITATION OF LIABILITY
You must promptly provide the Processing Agent with notice of any change in your address. Such notice must be in writing
and must include your tax identification or social security number, the assigned Demand Notes number assigned by The Northern Trust Company and the signatures of all registered owner(s) (including joint owners) on the Demand Notes and must be signed
exactly as their name(s) appear on the Demand Notes investment form. The notice must be mailed in accordance with the instructions provided in the applicable program documents. Alternatively, an investor may provide notice of a change of address by
by calling toll free 800-684-8823. The notice will be effective as soon as practicable after receipt thereof by the Processing Agent.
All notices, statements and communications provided to you by us or the Processing Agent pursuant to the provisions of the Program will be deemed to have been duly given when mailed by first-class mail,
postage prepaid to the registered address of the registered owner(s) and all notices sent to your current address on record with the Processing Agent shall be deemed given to you personally, whether or not actually received.
You must exercise reasonable promptness in examining each monthly Demand Notes statement mailed to you to determine the
accuracy of all redemptions and investments made that month to your Demand Notes. Failure to promptly report to the Processing Agent an unauthorized payment will result in your being liable for any losses resulting from the payment. A COMPLETE
DISCUSSION OF YOUR RIGHTS AND RESPONSIBILITIES IF YOU USE ELECTRONIC FUNDS TRANSFERS IS CONTAINED IN APPENDIX A HERETO. In no event shall Ally or the Processing Agent be liable to you for any special, incidental, punitive, exemplary, indirect or
consequential damages as a result of any redemption or attempted redemption by you or your failure to promptly report to the Processing Agent any other error on your monthly statement. Ally shall have all the rights of a drawee under the
New York Uniform Commercial Code.
All notices or communications from you to us and/or the Processing Agent
must include your name and address, your tax identification or social security number and the assigned Demand Notes number assigned by The Northern Trust Company and must be signed by all registered owner(s) (including joint owners) of the Demand
Notes and must be signed exactly as the name(s) appear on the Demand Notes investment form. Such notices or communications to us must be sent to Ally Demand Notes, Ally Financial, Inc., 200 Renaissance Center, Detroit, Michigan 48265, and such
notices or communications to the Processing Agent must be sent as indicated in the applicable program documents.
Neither we nor the Processing Agent shall be liable for any loss or expense to you caused directly or indirectly by government restrictions (including the suspension of banking or settlement), war,
terrorism, strikes, blackouts, or any other conditions beyond our or the Processing Agents control. In addition, neither the Company nor the Processing Agent will have any obligation to contest any legal proceeding brought against a Demand
Note by any third party nor be liable for any payment of redemption proceeds from a Demand Note to anyone other than the registered owner as a result of a legal proceeding or governmental action.
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CERTAIN ERISA CONSIDERATIONS
The U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), imposes certain requirements on
employee benefit plans subject to Title I of ERISA and on entities that are deemed to hold the assets of such plans (ERlSA Plans), and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are
subject to ERISAs general fiduciary requirements, including, but not limited to, the requirement of investment prudence and diversification and the requirement that an ERISA Plans investments be made in accordance with the documents
governing the plan.
Section 406 of ERlSA and Section 4975 of the U.S. Internal Revenue Code of
1986, as amended (the Code), prohibit certain transactions involving the assets an ERISA Plan (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement
accounts (together with ERISA Plans, Plans)) and certain persons (referred to as parties in interest or disqualified persons) having certain relationships to such Plans, unless a statutory or administrative
exemption is applicable to the transaction. A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. Such parties in interest or
disqualified persons could include the Company and any of our affiliates.
Any Plan fiduciary which proposes
to cause a Plan to purchase the Demand Notes should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment, and to
confirm that such purchase and holding will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement of ERlSA.
By its purchase of any Demand Note, the purchaser thereof will be deemed to have represented and warranted that either:
(i) no assets of a Plan or any non-U.S., governmental or church plan subject to non-U.S., state, local or other federal laws substantially similar to Section 406 of ERISA or Section 4975 of the Code have been used to acquire Demand
Notes or an interest therein or (ii) the purchase and holding of Demand Notes or an interest therein by such person does not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a
violation of any similar law.
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DISPUTE RESOLUTION
By investing in Demand Notes you agree that any dispute or controversy between you and Ally shall be subject to, and
shall be exclusively submitted to, binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration is final and binding on the parties. By choosing arbitration, you and Ally are each agreeing to waive
its right to seek remedies in court, including the right to jury trial. Pre-arbitration discovery is generally more limited than and different from court proceedings. Arbitration must be commenced by service upon the other party of a written demand
for arbitration or a written notice of intention to arbitrate.
LEGAL OPINION
The legality of the Demand Notes offered hereby will be passed upon by Davis Polk & Wardwell LLP, New York, New
York.
EXPERTS
The consolidated financial statements, incorporated in this prospectus by reference from the Companys Annual Report
on Form 10-K for the year ended December 31, 2013, and the effectiveness of Allys internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
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APPENDIX A
NOTICE TO USERS OF DEMAND NOTES ELECTRONIC FUNDS TRANSFER
Electronic Fund Transfers:
As a consumer who uses
electronic funds transfer (EFT) services, you have certain rights and responsibilities. These rights and responsibilities may be defined by the Electronic Fund Transfer Act (15 U.S.C. 1693, et seq.) and Regulation E of the Federal
Reserve Board. One requirement of the Electronic Fund Transfer Act and Regulation E is that all financial institutions (as defined in Regulation E) must make certain disclosures to all EFT users. If the EFT transactions that you make are not from an
account established primarily for personal, family or household purposes, or if the type of transaction is not otherwise governed by the Federal Electronic Funds Transfer Act, the rights described herein are not applicable to you. From time to time,
your rights and responsibilities may change. You will be notified of any changes as required by applicable law.
Transfers
Electronic transfers with respect to the Demand Notes include:
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Wire transfers or redemptions.
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On Request ACH transfers and redemptions.
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Pre-authorized ACH transfers and redemptions.
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You may authorize a merchant or other payee to make a one-time electronic payment from your note using information from
your check to pay for purchases and bills.
Limitations on Automatic Transfers and Redemptions
With respect to automatic transfers you arrange with us to be made from your bank account after your initial Demand Notes
investment, you may elect up to two transfer dates for any amount of $50 or more using up to two different bank accounts.
If you elect to redeem your Demand Notes by wire, the minimum amount of a wire redemption to a designated bank account is $1,000. If you arrange with us for Automatic Monthly or Quarterly ACH Redemptions,
the minimum redemption amount is $100, or, if you have arranged with us for Monthly Interest ACH Redemptions, the minimum redemption amount is the interest amount that would have been credited to your Demand Notes for that month. If you elect On
Request ACH Redemptions, the minimum redemption amount is $250.
Stop Payments
If you have arranged for certain automatic payments or preauthorized transfers, the following applies:
1. You Have the Right to Stop Payment
If you have arranged in advance for automatic payments or preauthorized transfers initiated with us from your Demand
Notes (and not initiated from a third party), you can stop any of these payments. Heres how:
You can
call the Processing Agent at 800-684-8823 or write the Processing Agent at Ally Demand Notes, The Northern Trust Company, P.O. Box 75707, Chicago, IL 60675-5707 so that the Processing Agent receives your request 3 Business Days or more before
the payment or transfer is to be made. If you call, we may also require you to present your request in writing and to be received by the Processing Agent within 14 days after your call.
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If regular automatic payments or transfers vary in amount, we will tell you,
10 days before each payment or transfer, when it will be made and how much it will be (other than Monthly Interest ACH Redemptions). You may choose instead to get this notice only when the payment or transfer would differ by more than a certain
amount from the previous payment or transfer, or when the amount would fall outside certain limits that you set.
2. Liability for Failure to Stop Payment of a Transfer You Previously Authorized
If you order us to stop one of these payments 3 Business Days or more before the transfer is scheduled, and we do not do so, we will be liable to you for those losses or damages provided by law.
Our Business Days
For purposes of the Demand Notes Program, a Business Day is a day on which The Northern Trust Company, the Processing Agent, and the Federal Reserve Bank are open for business. In general,
Business Days are Monday through Friday. Holidays are not included.
Documentation
You will receive a monthly statement from the Processing Agent with respect to your Demand Notes showing all electronic
transfers that have been made.
If you have arranged to have transfers made at least once every 60 days
from the same person or company, you can call the customer service number at 800-684-8823, Monday thru Friday from 7:30 a.m. to 6:00 p.m. Central Time to find out whether the transfer has been made. In addition, you can also check your
statement by accessing the Demand Notes website at www.demandnotes.com.
Our Liability for Failure to Make Transfers
If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with
you, we will be liable for those damages provided by law.
However, there are some exceptions. We will not be
liable, for instance, if, through no fault of ours, you do not have enough money in your account to make the transfer, or if circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have
taken. There may be other exceptions stated in our agreement with you. The list of examples set out in this paragraph is meant to illustrate circumstances under which we would not be liable for failing to make a transfer and is not intended to list
all of the circumstances where we would not be liable.
Your Liability
If your believe your Password has been lost or stolen, or if your statement shows transfers that you did not make, tell
us AT ONCE. If you do not tell us within 60 days after a statement showing a transfer you did not make was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the
money if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods. If you tell us within 2 Business Days after you learn of the loss or theft of your Password, you can
lose no more than $50 if someone used your Password without your permission. If you do NOT tell us within 2 Business Days after you learn of the loss or theft of your Password, and we can prove we could have stopped someone from using your Password
without your permission if you had told us, you could lose as much as $500.
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Confidentiality
We will disclose information to third parties about the transfers you make: (i) where it is necessary for completing
transfers, (ii) in order to verify the condition of your Demand Notes for a third party, (iii) in order to comply with government agency or court orders, or (iv) if you give us your written permission. In addition, under Massachusetts
law, any documentation provided to a consumer which indicates that an electronic funds transfer was made to another person is admissible as evidence of such transfer and constitutes prima facie proof that the transfer was made. If we provide any
documentation pursuant to Massachusetts law, we will send written notice within 10 days of disclosure that the information on the transfer was disclosed.
How to Contact Us About an Unauthorized Transfer
If you
believe that your Password has been lost or stolen or that someone has transferred or may transfer money without your permission, call or write to us at:
Ally Demand Notes,
The Northern Trust Company
P.O. Box 75707,
Chicago, IL 60675-5707
Telephone Number 800-684-8823 (Monday thru Friday from 7:30 a.m. to 6:00 p.m. CT)
You should also call the number or write to the address above if you believe a transfer has been made using the
information from your check without your permission.
In Case of Errors or Questions About Your Statement or Transfer Record
Call the Processing Agent at 800-684-8823 or write the Processing Agent at Ally Demand Notes, The
Northern Trust Company, P.O. Box 75707, Chicago, IL 60675-5707 as soon as you can if you think your statement or transfer record is wrong, or if you need more information about a transfer listed on the statement or transfer record. We must hear
from you no later than 60 days after we send you the FIRST statement on which the problem or error appeared.
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Tell us your name and Demand Notes number.
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Describe the error of the transfer you are uncertain about, and explain as clearly as you can why you believe it is an error or why you need more
information.
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Tell us the dollar amount of the suspected error.
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If you tell us in person or by telephone, we may require that you send your complaint or question to us in writing within 10 Business Days.
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We will determine whether an error occurred within 10 Business Days after we hear from you
and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, you will receive a recredit within 10 Business Days for the amount you think is in
error, so that you will have the use of the money during the time it takes us to complete our investigation. Such recrediting is referred to as a provisional recredit. If we ask you to put your complaint or question in writing and we do not receive
it within 10 Business Days, we will not be required to issue a provisional recredit for the transfer that was the subject of your complaint.
For errors involving new customers, we may take up to 90 days to investigate your complaint or question and we may take up to 20 Business Days to credit your account for the amount you think is in error.
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We will tell you the results within 3 Business Days after completing our
investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If we issued a provisional recredit, we may take back the amount of any credit if
we find that an error did not occur.
Note: The Electronic Fund Transfer Act and Regulation E do not govern
transfers of funds by way of Fedwire or a similar wire transfer system that is used primarily for transfers between financial institutions or between businesses.
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