Does Carvel act as a fiduciary with respect to franchisee contributions to the Ad Fund?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Ad Fund in a separate account from our other funds; (ii) we are not a fiduciary with respect to your Advertising Contributions or the Ad Fund; and (iii) the Ad Fund is not a "trust." We are not required to have an independent audit of the Ad Fund completed. We will provide you with an annual summary of the expenditures of the Ad Fund on your reasonable request. If any monies in the Ad Fund remain at the end of a fiscal year, they will carry-over in the Ad Fund into the next fiscal year. We may treat any amounts that we contribute to the Ad Fund in excess of our required contributions for Businesses that we operate and any spending on advertising that we make in excess of the amounts then available in the Ad Fund as a loan from us to the Ad Fund. We have the right to be reimbursed from the Ad Fund any amounts that we loan to the Ad Fund.
- C. Use of Ad Fund. We will administer the Ad Fund. We have sole authority to direct all advertising programs and promotions and uses of the Ad Fund, with sole control over the creative concepts, materials, and media used in the programs, and the placement and allocation of advertising. We reserve the right to use any media, create any programs, and allocate advertising and promotional expenditures to any regions or locales we deem appropriate. We may use the Ad Fund to meet the costs of administering, preparing, and conducting national, local, or regional advertising, promotional, or brand building programs of any kind, including the cost of (i) preparing and conducting television, radio, magazine, newspaper, and digital advertising campaigns and other public relations activities (including for purposes of brand reputation management), (ii) employing public relations firms and advertising agencies to assist in these activities, and (iii) conducting other activities that are directly or indirectly designed to promote the System, its franchisees, and/or increase System sales, such as limited-time menu offerings, crew incentives, franchisee incentive and/or promotional programs, customized materials (e.g., cups), up-sell programs, guest response programs, manager/employee recognition programs, quality assurance and food safety programs, mystery shop and shopper programs, brand websites and
ordering platforms, brand applications, social media account administration and promotion, and in-store equipment and technologies related to such marketing programs.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to the 2025 Carvel FDD, Carvel administers the Ad Fund and has sole authority to direct all advertising programs, promotions, and uses of the Ad Fund. This includes control over creative concepts, materials, media used, and 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 they deem appropriate.
Carvel may use the Ad Fund to meet the costs of administering, preparing, and conducting national, local, or regional advertising, promotional, or brand-building programs. These costs can include television, radio, magazine, newspaper, and digital advertising campaigns, public relations activities, employing public relations firms and advertising agencies, and conducting activities designed to promote the Carvel system, its franchisees, and/or increase system sales. Examples of such activities are limited-time menu offerings, crew incentives, franchisee incentive and/or promotional programs, customized materials, up-sell programs, guest response programs, manager/employee recognition programs, quality assurance and food safety programs, and mystery shopper programs.
Carvel is not obligated to ensure that expenditures from the Ad Fund are proportionate or equivalent to a franchisee's contributions or that the franchised business will benefit directly or pro rata from the placement of advertising. The advertising and promotions conducted are intended to maximize general public recognition and patronage of the Carvel system. Any monies remaining in the Ad Fund at the end of a fiscal year will carry over into the next fiscal year. Carvel may treat contributions to the Ad Fund in excess of required contributions for company-operated businesses and any spending on advertising in excess of the amounts then available in the Ad Fund as a loan from Carvel to the Ad Fund, which Carvel has the right to be reimbursed for.