Does Carvel act as a fiduciary with respect to advertising contributions or the Ad Fund?

According to Carvel's 2025 Franchise Disclosure Document, Carvel does not act as a fiduciary with respect to advertising contributions or the Ad Fund. The document explicitly states that Carvel is not a fiduciary and the Ad Fund is not a trust. This means that Carvel is not legally obligated to act in the best interest of its franchisees when managing the Ad Fund.

Carvel has sole authority to direct all advertising programs, promotions, and uses of the Ad Fund, including control over creative concepts, materials, and media used in the programs, as well as the placement and allocation of advertising. Carvel reserves the right to use any media, create any programs, and allocate advertising and promotional expenditures to any regions or locales it deems appropriate.

Carvel may use the Ad Fund to cover the costs of administering, preparing, and conducting advertising, promotional, or brand-building programs, including digital marketing, market research, and compensating themselves for reasonable administrative costs. The advertising and promotions conducted by Carvel are intended to maximize general public recognition and patronage of the Carvel system, and Carvel is not obligated to ensure that expenditures from the Ad Fund are proportionate or equivalent to a franchisee's contributions or that a franchised business will benefit directly or pro rata from the advertising.