2017-05-10T08:14:46-05:00 2016-06-30 221478099 COHNREZNICK LLP 350 CHURCH STREET 12TH FLOOR HARTFORD CT 06103 990 2015-07-01 060662150 MITCHELL COLLEGE MITC 8607015166 437 PEQUOT AVENUE NEW LONDON CT 06320 DYANN J BAKER SR VP FINANCE & ADMINISTRATION 8607015166 2017-05-08 1 JOHN TOSCANO P00358542 9592007000 2015 2021-01-29 14:40:06Z JANET L STEINMAYER 437 PEQUOT AVENUE NEW LONDON CT 06320 28646894 0 X WWW.MITCHELL.EDU X 1938 CT MITCHELL COLLEGE IS A SMALL, PRIVATE LIBERAL ARTS COLLEGE LOCATED ALONG THE THAMES RIVER IN HISTORIC NEW LONDON, CT. BASED ON ITS HISTORY OF EDUCATING A DIVERSE GROUP OF THINKERS AND LEARNERS, MITCHELL COLLEGE PROVIDES A STRENGTH-BASED, HOLISTIC EDUCATION THAT GIVES ITS STUDENTS THE ADAPTABILITY THEY NEED TO LEAD FULL PROFESSIONAL AND PERSONAL LIVES. OUR NON-TRADITIONAL EDUCATIONAL FOCUS IS DESIGNED TO DEVELOP THE STRENGTHS OF EACH OF OUR STUDENTS AND FIND WAYS TO HIGHLIGHT THESE STRENGTH AREAS. ADDITIONALLY, THE FOCUS OF OUR EDUCATION IS BASED ON THE PREMISE THAT EACH STUDENT FINDS IDENTITY, MEANING, AND PURPOSE THROUGH THE DEVELOPMENT OF THEIR EMOTIONAL, SOCIAL, AND CREATIVE POTENTIALS, NOT LIMITED SIMPLY TO THEIR COGNITIVE DEVELOPMENT. 15 14 365 0 154517 0 1100555 1238225 26532201 26057759 607379 441971 430204 514245 28670339 28252200 8280166 8221901 0 0 10371845 10628098 0 0 295149 10099831 9229159 28751842 28079158 -81503 173042 33221843 31320436 17602144 15925725 15619699 15394711 X MITCHELL COLLEGE EDUCATES A DIVERSE STUDENT POPULATION, BRINGING FORWARD THE POTENTIAL OF EACH STUDENT WITH A HIGHLY INDIVIDUALIZED EDUCATIONAL MODEL AND IMBUING AN EMPATHIC APPROACH TO PROBLEM SOLVING THAT DEVELOPS AND APPRECIATES PERSONAL STRENGTHS. 0 0 22226372 8221901 26126105 MITCHELL COLLEGE IS A FOUR-YEAR COEDUCATIONAL, RESIDENTIAL LIBERAL ARTS COLLEGE SERVING APPROXIMATELY 723 STUDENTS WITH 15 PROGRAMS OF STUDY, 16 APPROVED MINORS, 3 CERTIFICATE PROGRAMS, AND INDIVIDUALIZED PROGRAMS DESIGNED UNDER LIBERAL AND PROFESSIONAL STUDIES. THE ACADEMIC PROGRAM IS ENHANCED BY A SKILLS BASED TEACHING AND ASSESSMENT PROGRAM, ABILITY BASED EDUCATION, AND AN INTEGRATIVE LEARNING EXPERIENCE THAT PROVIDES PROFESSIONAL, INDUSTRY-SPECIFIC EXPOSURE WITH FACULTY GUIDANCE TO SUPPORT STRONG CAREER DEVELOPMENT. STUDENT SUCCESS IS SUPPORTED THROUGH A FOUR-YEAR ACADEMIC ADVISING PROGRAM, AND STUDENTS HAVE ACCESS TO HEALTH AND WELLNESS PROGRAMS INCLUDING COUNSELING FOR ADDITIONAL SUPPORT. A DIVISION III ATHLETICS PROGRAM ENGAGES A THIRD OF ALL STUDENTS. THE ATHLETICS PROGRAM IS COMMITTED TO DEVELOPING AN ENVIRONMENT THAT FOSTERS ACADEMIC SUCCESS, LEADERSHIP, DISCIPLINE AND A SENSE OF ETHICAL CONDUCT. ACTIVE EXTRACURRICULAR PROGRAMS EXPAND THE STUDENT EXPERIENCE IN ESSENTIAL WAYS WITH COMPONENTS DESIGNED TO DEVELOP STUDENT SKILLS IN AND COMMITMENT TO LEADERSHIP, SERVICE AND COLLABORATION. MITCHELL COLLEGE HAS ROBUST PROGRAMS FOR EDUCATING STUDENTS WITH LEARNING DIFFERENCES AT THE BENTSEN LEARNING CENTER WHICH HAS BEEN SERVING STUDENTS FOR OVER 35 YEARS. 22226372 1 1 0 1 0 0 1 1 0 1 1 0 0 0 1 1 0 1 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 986 0 1 365 1 1 1 0 0 0 0 0 0 0 0 0 X 15 14 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X DYANN J BAKER 8607015166 437 PEQUOT AVENUE NEW LONDON CT 06320 BRIGET BAIRD SECRETARY 1.00 X X 0 0 0 GAYLE BENTSEN TRUSTEE 1.00 X 0 0 0 MARK BURKE TRUSTEE 1.00 X 0 0 0 RICHARD CARLSON TRUSTEE 1.00 X 0 0 0 PATRICK CAULFIELD TRUSTEE 1.00 X 0 0 0 NANCY DOLAN TRUSTEE 1.00 X 0 0 0 ERIN DUQUES OUTGOING TRUSTEE 1.00 X 0 0 0 SIGNE GATES TRUSTEE 1.00 X 0 0 0 SCOTT GIBSON TREASURER 1.00 X X 0 0 0 KEVIN HENNESSY CHAIR 1.00 X X 0 0 0 ELIZABETH IVEY OUTGOING CHAIR/TRUSTEE 1.00 X X 0 0 0 LUCY LESKE TRUSTEE 1.00 X 0 0 0 ROBERT MUSIL TRUSTEE 1.00 X 0 0 0 RADM ROBERT OLSEN USCG RET TRUSTEE 1.00 X 0 0 0 DAVID SANDBERG TRUSTEE/VICE CHAIR AS OF MAY 2016 1.00 X X 0 0 0 DANIEL SPRING VICE CHAIR THROUGH MAY 2016 1.00 X X 0 0 0 JANET STEINMAYER PRESIDENT 60.00 X X 258951 0 13374 JOHN TYMITZ TRUSTEE 1.00 X 0 0 0 DYANN BAKER SR. VP FINANCE & ADMINISTRATION 60.00 X 117998 0 11506 JEFFREY VAN KIRK ASSISTANT PROFESSOR LAW & JUSTICE 50.00 X 101362 0 16191 CATHERINE WRIGHT VICE PRESIDENT OF ACADEMIC AFFAIRS 50.00 X 142353 0 21902 MARY ELLEN JUKOSKI FORMER PRESIDENT 0.00 X 260117 0 0 880781 0 62973 5 1 1 0 ELLUCIAN COMPANY 62590 COLLECTIONS CENTER DRIVE CHICAGO IL 60693 IT CONSULTING 748516 SODEXO CAMPUS SERVICE 9801 WASHINGTONIAN BLVD GAITHERSBURG MD 10878 FOOD SERVICE 706461 CHARTWELLS DINING SERVICES PO BOX 417632 BOSTON MA 02241 FOOD SERVICE 609399 NIANTIC BAY GROUP LLC PO BOX 124 EAST LYME CT 06333 CONSTRUCTION SERVICES 544054 SODEXO INC AND AFFILIATES PO BOX 360170 PITTSBURGH PA 15251 FACILITIES SERVICE 489587 9 250067 988158 1238225 TUITION AND FEES 611310 19044712 19044712 ROOM AND BOARD 611310 4691170 4691170 AUXILIARY ENTERPRISES 611310 2321877 2321877 26057759 149838 -146 149984 95208 44095 51113 51113 51113 639902 347769 292133 292133 292133 26010 2830 23180 23180 OTHER INCOME 900099 285289 68346 216943 INDEPENDENT OPERATIONS 531120 154663 154663 439952 28252200 26126105 154517 733353 8221901 8221901 400768 346385 54383 7699096 5424385 2113483 161228 458274 317059 129399 11816 1478933 759405 693454 26074 591027 408051 171306 11670 200586 200586 60000 60000 32201 32201 2365364 1838640 521878 4846 27722 12178 15544 639541 197241 424110 18190 385623 265422 120201 877380 840272 37108 89650 86465 1094 2091 23527 21753 1774 496952 469222 27730 1611087 1521251 89836 533153 225414 307739 FOOD SERVICES 839482 828868 10513 101 STUDENT PROGRAMS AND SE 510973 510973 DUES AND SUBSCRIPTIONS 171906 106368 62422 3116 RECRUITING 159764 90609 69155 204248 80895 121719 1634 28079158 22226372 5557637 295149 4339021 3586005 65927 147148 2528 6920 704701 758498 556919 516674 536085 419089 43155573 25094771 18425739 18060802 8416519 7686566 346900 295949 -172496 -157215 33221843 31320436 1471441 869485 1580035 1328793 12997700 12484300 508333 150000 1044635 1093147 17602144 15925725 X 12367266 12301312 2019352 1824329 1233081 1269070 15619699 15394711 33221843 31320436 X 173042 -519016 120986 X X 0 1 X 1 1 1 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 28079158 28079158 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 250000 250000 250000 250000 1000000 1500000 X 1 26.27 1 0 0.00 0 1 X 0 7883356 10500 -118566 18250 591600 7165440 7569270 466146 211645 33608 330097 7883356 6261812 250617 1110558 53717 7569270 5880324 89100 558674 266286 6261812 5918370 -28411 131176 140811 5880324 0.74600 0.17000 0.08400 0 0 282631 282631 32930794 16095928 16834866 9582221 8998843 583378 359927 359927 18060802 OBLIGATION ON SWAP AGREEMENT 229734 ADVANCES FROM FEDERAL GOVERNMENT FOR STUDENT LOANS 666881 ASSET RETIREMENT OBLIGATIONS 42315 OTHER LIABILITIES 154217 1093147 X 19646993 -519016 -8100915 -8619931 28266924 32201 -46925 -14724 28252200 19871981 46925 46925 19825056 32201 8221901 8254102 28079158 PART II, LINE 9: THE COLLEGE ACQUIRED MITCHELL WOODS DURING THE FISCAL YEAR ENDING JUNE 30, 1984. IN ACCORDANCE WITH THE AGREEMENT UNDER WHICH THE COLLEGE ACQUIRED THE MITCHELL WOODS PROPERTY, THE PROCEEDS OF THE INVESTED FUNDS ARE USED TO MAINTAIN THE FACILITY. THE PRINCIPAL CASH RECEIVED AT ACQUISITION IN THE AMOUNT OF $138,510 REMAINS IN PERMANENTLY RESTRICTED FUNDS. THE LAND IS VALUED AT $50,000. THE COLLEGE MAINTAINS THE PROPERTY EACH YEAR. PART III, LINE 1A: CONTRIBUTED ART COLLECTIONS ARE NOT INCLUDED IN ASSETS SINCE IT IS NOT FEASIBLE TO ESTABLISH THEIR APPROPRIATE CARRYING VALUE. PURCHASES OF ART COLLECTIONS ARE RECORDED AS DECREASES IN UNRESTRICTED NET ASSETS IN THE PERIOD IN WHICH THE ITEMS ARE ACQUIRED. PROCEEDS FROM THE SALE OF COLLECTION ITEMS OR INSURANCE RECOVERIES ARE REFLECTED AS INCREASES IN THE APPROPRIATE NET ASSET CLASS. PART III, LINE 4: THE ART COLLECTION FOR MITCHELL COLLEGE IS FOR EXHIBITION PURPOSES. ALTHOUGH THE COLLEGE DOES NOT REFLECT THE VALUE OF THE COLLECTION ON THE BALANCE SHEET, INSURANCE COVERAGE IS MAINTAINED ON THE COLLECTION. PART V, LINE 4: ENDOWMENT FUNDS ARE INTENDED FOR INSTRUCTIONAL PROGRAMS, SCHOLARSHIPS AND MITCHELL WOODS. PART X, LINE 2: THE COLLEGE HAS NO UNRECOGNIZED TAX BENEFITS AT JUNE 30, 2016 AND 2015. THE COLLEGE'S FEDERAL AND STATE TAX FILINGS PRIOR TO FISCAL YEAR 2013 ARE CLOSED AND MANAGEMENT CONTINUALLY EVALUATES EXPIRING STATUTES OF LIMITATIONS, AUDITS, PROPOSED SETTLEMENTS, CHANGES IN TAX LAW AND NEW AUTHORITATIVE RULINGS. IF THE COLLEGE HAD UNRELATED BUSINESS INCOME TAXES, IT WOULD RECOGNIZE INTEREST AND PENALTIES ASSOCIATED WITH ANY TAX MATTERS AS PART OF THE INCOME TAX PROVISION AND INCLUDE ACCRUED INTEREST AND PENALTIES WITH THE RELATED TAX LIABILITY IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION. PART XI, LINE 2D - OTHER ADJUSTMENTS: FINANCIAL AID AND AWARDS -8,221,901. COMMUNITY SERVICE EXPENSES CHANGE IN VALUE OF SWAP OBLIGATION 105,705. GOODWILL IMPAIRMENT -1,696. DEFICIT IN EARINGS OF SUBSIDIARY 16,977. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSES -44,095. FUNDRAISING EXPENSES -2,830. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 44,095. FUNDRAISING EXPENSES 2,830. PART XII, LINE 4B - OTHER ADJUSTMENTS: FINANCIAL AID AND AWARDS 8,221,901. COMMUNITY SERVICE EXPENSES 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 1 SCHEDULE E, PART I, LINE 3 MITCHELL COLLEGE STATES ITS NONDISCRIMINATORY POLICY ON ITS APPLICATION FOR ADMISSION TO THE COLLEGE, AS WELL AS IN ITS "BULLETIN OF MITCHELL COLLEGE", THE CATALOG. MITCHELL COLLEGE ALSO ADVERTISES ITS NONDISCRIMINATORY POLICY ON THE RADIO AND TELEVISION. SCHEDULE E, PART I, LINE 6 MITCHELL COLLEGE IS AN INSTITUTION OF HIGHER EDUCATION AND WAS APPROVED IN 1958 BY THE U.S. DEPARTMENT OF EDUCATION FOR THE PARTICIPATION IN THE FINANCIAL AID PROGRAM. AS A RESULT, THE GOVERNMENT PROGRAMS THAT MITCHELL COLLEGE PARTICIPATES IN INCLUDE THE FOLLOWING: 1. THE PERKINS LOAN PROGRAM 2. THE FEDERAL WORK-STUDY PROGRAM 3. THE SUPPLEMENTAL EDUCATIONAL OPPORTUNITY GRANTS PROGRAM 4. THE PELL GRANT PROGRAM 5. STATE OF CONNECTICUT AID TO INDEPENDENT COLLEGES PROGRAM 26010 2830 0 26010 2830 2830 23180 CT 1 0 0 0 1.00000 DYANN J BAKER 437 PEQUOT AVENUE NEW LONDON CT 06320 0 0 1 FINANCIAL AID, SCHOLARSHIPS AND GRANTS 603 8221901 FAIR VALUE FINANCIAL AID, SCHOLARSHIPS AND GRANTS AWARDED ARE APPLIED TO STUDENT ACCOUNTS THROUGH A REDUCTION IN TUITION CHARGES. PART I, LINE 2: ALL FIRST-TIME STUDENTS TO MITCHELL COLLEGE ARE REVIEWED FOR MERIT AID. THERE IS NO SEPARATE APPLICATION PROCESS. IF STUDENTS ARE AWARDED MERIT AID, THE NOTIFICATION LETTER WILL BE SENT ABOUT TWO WEEKS AFTER THEIR ACCEPTANCE LETTER ARRIVES. MERIT AID IS BASED ON ACADEMIC PERFORMANCE AND/OR COMMUNITY SERVICE INVOLVEMENT. STUDENTS WHO ARE INTERESTED IN OBTAINING NEED BASED AID, EITHER FROM FEDERAL AND STATE RESOURCES OR MITCHELL COLLEGE'S OWN FUNDS MUST COMPLETE THE FREE APPLICATION FOR FEDERAL STUDENT AID (FAFSA) AT WWW.FAFSA.ED.GOV. FINANCIAL AID, SCHOLARSHIPS AND GRANTS AWARDED IS APPLIED TO STUDENT ACCOUNTS THROUGH A REDUCTION IN TUITION CHARGES. X 1 1 X X X X X 0 0 0 0 0 0 0 1 1 1 JANET STEINMAYER PRESIDENT 258540 0 0 0 411 0 5000 0 8374 0 272325 0 0 0 CATHERINE WRIGHT VICE PRESIDENT OF ACADEMIC AFFAIRS 131926 0 10000 0 427 0 11219 0 10683 0 164255 0 0 0 MARY ELLEN JUKOSKI FORMER PRESIDENT 0 0 0 0 260117 0 0 0 0 0 260117 0 260000 0 PART I, LINE 1A PERSONAL CAR EXPENSES PAID PER THE FORMER PRESIDENT'S WRITTEN EMPLOYMENT AGREEMENT ARE INCLUDED AS TAXABLE INCOME ON THE PRESIDENT'S W-2. PART I, LINE 7 THE V.P. OF FINANCE AND ADMINISTRATION RECEIVED A BONUS DURING THE TAX YEAR WHICH WAS DETERMINED AND APPROVED BY THE COLLEGE'S PRESIDENT. A CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 060806186 2010-11-02 14300000 REFINANCE DEBT, CONSTRUCTION OF BUILDING AND RENOVATIONS 0 0 0 A 1615301 14300000 219426 152498 13928076 2011 0 0 1 1 A 0 0 0 0 0.00400 0.00400 0 0 1 A 0 0 0 0 1 1 TD BANK 7.000000000000 0 0 0 0 1 A 1 FORM 990, PART VI, SECTION B, LINE 11 THE COLLEGE'S FORM 990 IS PREPARED BY ITS INDEPENDENT ACCOUNTING FIRM AND PROVIDED TO MANAGEMENT FOR REVIEW. SUBSEQUENT TO MANAGEMENT'S REVIEW, THE FORM IS PROVIDED TO THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES. UPON APPROVAL BY THE AUDIT COMMITTEE, THE FORM 990 IS PROVIDED TO THE BOARD, IN ITS ENTIRETY, FOR FINAL REVIEW AND APPROVAL. FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS COMPLETE A QUESTIONNAIRE ANNUALLY, WHICH IS RETURNED TO AND MAINTAINED IN THE PRESIDENT'S OFFICE AS A PERMANENT RECORD. THE PRESIDENT'S OFFICE FOLLOWS UP WITH ANY BOARD MEMBER WHO HAS NOT RETURNED A COMPLETED QUESTIONNAIRE. ALL QUESTIONNAIRES ARE REVIEWED FOR POTENTIAL CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 IN ACCORDANCE WITH THE BOARD APPROVED EXECUTIVE COMPENSATION POLICY, THE BOARD SHALL REVIEW AND APPROVE THE COMPENSATION OF THE PRESIDENT. SUCH REVIEW AND APPROVAL SHALL BE CONDUCTED IN ACCORDANCE WITH THIS POLICY, SOLELY BY THOSE TRUSTEES WHO QUALIFY AS "DISINTERESTED" TRUSTEES, AS DEFINED WITHIN THE POLICY. THE PRESIDENT SHALL HIRE, EMPLOY AND DETERMINE COMPENSATION FOR SUCH OTHER PERSONNEL, INCLUDING OTHER KEY EXECUTIVES (AS DEFINED WITHIN THE POLICY), AS ARE NEEDED TO ENSURE THE OPERATION OF THE COLLEGE AND ACCOMPLISH ITS EDUCATIONAL MISSION. SUCH ACTIONS ARE TO BE CONSISTENT WITH THE POLICIES AND BUDGETS SET BY THE BOARD AND WITH THIS COMPENSATION POLICY. IN SUCH PROCESS, THE PRESIDENT SHALL CONSULT WITH THE COLLEGE'S HR DIRECTOR, AS NECESSARY. IN THE EVENT THAT THE PRESIDENT IS NOT A DISINTERESTED PARTY WITH RESPECT TO ANY SUCH EMPLOYMENT DECISION, THE DISINTERESTED MEMBERS OF THE BOARD SHALL REVIEW AND APPROVE SUCH DECISION. THE BOARD, WITH RESPECT TO SETTING THE COMPENSATION FOR THE PRESIDENT, AND THE PRESIDENT WITH RESPECT TO SETTING THE COMPENSATION FOR ALL OTHER KEY EMPLOYEES, WILL ENSURE THAT "REASONABLE COMPENSATION" IS SET THROUGH THE FOLLOWING PROCEDURE: 1) ASSESS THE NATURE AND SCOPE OF EACH KEY EXECUTIVE POSITION. 2) DETERMINE THE RELEVANT MARKET DATA FOR THE KEY EXECUTIVE POSITION. THIS MAY BE ACCOMPLISHED BY OBTAINING RELIABLE AND COMPARABLE DATA FROM (I) FORM 990S, (II) PUBLISHED SURVEYS OF TAX-EXEMPT AND FOR FOR-PROFIT ORGANIZATIONS, (III) ACTUAL WRITTEN COMPETING OFFERS FOR THE EXECUTIVE'S SERVICES, OR (IV) INDEPENDENT COMPENSATION SURVEYS BY NATIONALLY-RECOGNIZED INDEPENDENT FIRMS. IN EACH CASE, DATA SHOULD BE BASED ON SIMILAR INSTITUTIONS WITH SIMILARLY-SIZED BUDGETS. 3) DEVELOP A TARGET BASE PAY RANGE BASED ON THE MARKET DATA ABOVE. 4) SET COMPENSATION BY CONSIDERING BOTH MARKET DATA AND EACH INDIVIDUAL'S BACKGROUND, EXPERIENCE AND SKILLS. 5) MAKE ANY FUTURE ADJUSTMENTS IN COMPENSATION BASED ON MERIT, PERFORMANCE EVALUATION RESULTS, INSTITUTIONAL RESOURCES, AND ANY CHANGES IN THE MARKET. THE BOARD OR THE PRESIDENT, AS APPLICABLE, SHALL DOCUMENT THE BASIS FOR THE DETERMINATION OF REASONABLE COMPENSATION, INCLUDING PERFORMANCE EVALUATIONS AND MARKET DATA, CONCURRENTLY WITH MAKING THAT DETERMINATION. FORM 990, PART VI, SECTION C, LINE 19 THE COLLEGE MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN VALUE OF SWAP OBLIGATION 105,705. GOODWILL IMPAIRMENT -1,696. DEFICIT IN EARNINGS OF SUBSIDIARY 16,977. FORM 990, PART XII, LINE 2C: THERE WERE NO CHANGES TO THE SCHOOL'S OVERSIGHT OR SELECTION PROCESSES DURING THE TAX YEAR. MICHAEL'S DAIRY INC 629 MONTAUK AVENUE NEW LONDON CT 06320 060724782 RETAIL AND EDUCATIONAL FACILITY CT C 16977 287881 1.00000 1 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 MICHAEL'S DAIRY INC D 433464 OUTSTANDING RECEIVABLE BALANCE MICHAEL'S DAIRY INC L 7013 FEES FOR SERVICES