Form 990 P F

OMB No 1545-0052

Return of Private Foundation

or Section 4947(aXl) Nonexempt Charitable Trust Treated as a Private Foundation
Note : The foundation may be able to use a copy of this return to satisfy state , 2008 , and endin g Amended return INC.
Room /suite B

2008
Name change

Department of the Treasury Internal Revenue Service

For calendar year 2008 , or tax year be g innin g Initial return G Check all that apply
Use the Name of foundation

Final return

Address change
A

Employer identification number

IRS label .
Otherwise , print

THE OLIVE BRANCH FOUNDATION ,

34-1862239
Telephone number (see the instructions)

Number and street (or P 0 box number if mail is not delivered to street address)

ortype.

P.O.

BOX 20881
C D

(330)

456-7900

State ZIP code See Specific City or town Instructions. CANTON OH 44701 Check type of organization: H X Section 501(c)(3 exempt private foundation Section 4947 (a)( 1 ) nonexem pt charitable trust Other taxable p rivate foundation Fair market value of all assets at end of year J Accounting method. X Cash Accrual (from Part t), column (c), line 16) Other (specify) _ _ _ _ _ _ _ _ _ _ _ _ $ 4 , 4 08 , 76 7. art column (d) must be on cash basis)

If exemption application is pending, check here 1 Foreign organizations, check here 2 Foreign organizations meeting the 85% test, check here and attach computation If private foundation status was terminated E under section 507(bXl XA) , check here F If the foundation is in a 60-month termination under section 507(bXl)(B), check here (c) ome income net (d) Disbur sements charitable for table purposes (cash basis only) sis

art

Ana lysis o Revenue and Ex p enses (The total of amounts

in columns (b), (c), and (d) may not neces sadly equal the amounts in column (a) (see the instructions) .)
Contributions, gifts, grants, etc, received (aft sch) Ck 11 a if the foundn is not req to att Sch B

(a) Revenue and expenses per boo k s

(b) Net investment income

1 2

Interest on savings and temporary cash investments

4 Dividends and interest from securities 5a Gross rents

b Net rental income R 6a Net gain /(loss) from sale of assets not on line 10 b Gross sales price for all 100 , 802. assets on line 6a 7 Capital gain net income (from Part IV, line 2)

138 062.

138 , 062.

-9 , 856.
0.

E
V

igb

E N E

8 Net short-term capital gain 9 Income modifications 10a Gross sales less returns and allowances b Less Cost of goods sold c Gross profit/(loss) (aft sch) 11 Other income (attach schedule) Mandala Club LLC (11-3690801) 12 Total. Add lines 1 throug h 11
13 Compensation of officers, directors, trustees, etc

128

206.

-2 , 306. 135 , 756.

"^J

tai

I^
(y)

14 Other employee salaries and wages 15 Pension plans, employee benefits 16a Legal fees (attach schedule)

WD N
0 P E R
A

b Accounting fees (attach sch) L-16b S tmt c Other prof fees (attach sch) L-16 c: Stmt
17 18 19 20 21 22 23 24 25 26 27 Interest Taxes (attach schedule) See Line 18 Stmt Depreciation (attach sch) and depletion Occupancy Travel, conferences, and meetings Printing and publications Other expenses (attach schedule)

2 , 125. 2 , 126.
9 , 000.

2 , 126.

1 5 T R

T N G
A N
D

T v E
E
P

E N
E

See Line 23 Stmt

Total operatin g and administrative

415. 13 , 666.
40 , 750.

expenses . Add lines 13 through 23

Contributions, gifts, grants paid Total expenses and disbursements.

2 , 126.
40 7 5 0.

Add lines 24 and 25

Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements b Net investment income (d negative, enter -0-)
G Adjusted net income (if negative, enter -0.)

54 , 416.
73 , 790.

2 , 126.

40 , 750.

133 , 630. TEEA0301 01/02/09 3 Form 990-PF (2008)

BAA For Privacy Act and Paperwork Reduction Act Notice, see the instructions .

Form 990-PF (2008) THE OLIVE BRANCH

FOUNDATION.

INC. Beginning of year (a) Book Value

Part tl
1 3 4 5 6 7

Ba l ance Sh eets

Attached schedules and amounts in the description column should be for end-of - year amounts only

(See instructions )

34-1862239 Pane 2 End of year (b) Book Value (c) Fair Market Value

Cash - non-interest-bearing

2 Savings and temporary cash investments

Accounts receivable ----------Less: allowance for doubtful accounts --------Pledges receivable ----------Less: allowance for doubtful accounts 11 - --------- Grants receivable Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see the instructions) Other notes and loans receivable (attach sch) 01

452 , 865.

449 , 931.

449 931.

A S
S E T S 8 9

Less- allowance for doubtful accounts 0'

Inventories for sale or use Prepaid expenses and deferred charges

---------

2 1 828 , 782.

2 F 920 1 381.

2 F 920 1 381.

10a Investments - U S and state government obligations (attach schedule)

b Investments - corporate stock (attach schedule)

c Investments - corporate bonds (attach schedule) 11 Investments - land, buildings, and equipment basis

L-1Ob Stmt

1 , 169 , 993.

1 , 155 , 118.

1 , 038 , 455.

12 13 14

15 16 L I A B I L 1 T E S 17 18 19 20 21 22 23

---------Less: accumulated depreciation (attach schedule) --- -- ---Investments - mortgage loans Investments - other (attach schedule) Land, buildings, and equipment basis ----------Less accumulated depreciation (attach schedule) Other assets describe ----------------Total assets (to be completed by all filers see instructions Also, see pa g e 1, item I Accounts payable and accrued expenses Grants payable Deferred revenue Loans from officers, directors, trustees, & other disqualified persons Mortgages and other notes payable (attach schedule) Other liabilities (describe ) Total liabilities (add lines 17 throug h 22) Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and 31. Unrestricted . Temporarily restricted Permanently restricted Foundations that do not follow SFAS 117 , check here and complete lines 27 through 31. Capital stock, trust principal, or current funds Paid-in or capital surplus, or land, building, and equipment fund

4 , 451 , 640.

4 , 525 , 430.

4 1 408 f 767.

N F E U T N D S S E T S B A L A N

24 25 26

27 28

O E

R S

29 Retained earnings, accumulated income, endowment, or other funds 30 Total net assets or fund balances (see the instructions)
31 Total liabilities and net assetsifund balances (see the instructions)

4 , 451 , 640. 4 , 451 , 640. 4 , 451 , 640.

4 f 525 , 430. 4 , 525 , 430. 4 , 525 , 430.

F
Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (itemize) ---------------------------- -4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize) ---------------------------- -6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b) , line 30 1 BAA TEEao3o2 09/17/08 1 2 3 4 5 6 4 , 451 , 640. 73 , 790. 4 525 430.

4 , 525 , 430. Form 990-PF (2008)

Form 990-PF 2008 THE OLIVE BRANCH FOUNDATION , INC. Part IV Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e g , real estate , 2-story brick warehouse ; or common stock , 200 shares MLC Company ) la See attached list - Statement #2
(b) How acqu i red P - Purchase D - Donlon

34-1862239
(C) Date acqu i red (month , day, year)

Pa ge
(d) Date sold (month , day, year)

various

various

bCa ital g ain distribution from mutual fund c

d

various

various

e
(e) Gross sales price (f) Depreciation allowed (or allowable ) (g) Cost or other basis plus expense of sale (h) Gain or (loss) (e) plus (0 minus (g)

a b c
d

98 , 738. 2 , 064.

110 658. 0.

-11 , 920. 2 , 064.

e
Com p lete onl y for assets showin gain in column (h) and owned by the foundation on 12/31 /69 (i) Fair Market Value Q) Adjusted basis (k) Excess of column (I) as of 12/31/69 as of 12/31/69 over column (I), if any (I) Gains (Column (h) gain minus column ( k), but not less than -0-) or Losses (from column (h))

a b C
d

-11 , 920. 2 , 064.

e
2 3 Capital gain net income or (net capital loss) If gain , also enter in Part I, Ilne 7 If (loss), enter -0- in Part I , line 7 2 -9 , 856.

Net short - term capital gain or (loss) as defined in sections 1222 (5) and (6): If gain , also enter in Part I, line 8, column (c) (see the instructions). If (loss), enter -0in Part 1 , line 8 3

Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income )
If section 4940(d)(2) applies, leave this part blank Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? No F]Yes If 'Yes,' the foundation does not qualify under section 4940(e). Do not complete this part 1 Enter the appropriate amount in each column for each year , see the instructions before makina any entries. (a) (b) (c) (d) Base period years Adjusted qualifying distributions Net value of Distribution ratio Calendar year (or tax year noncharltable-use assets (column (b) divided by column (c)) beginning in)

2007 2006 2005 2004 2003

2 3 Total of line 1, column (d) ..

103 1 , 579 , 874 703 158

250. 812. 730. 489. 000.

4, 5, 5, 5, 5,

204 , 099 , 278 , 444 , 092 ,

299. 275. 835. 323. 562.

2 3 4 5 6 7 8

0.024558 0.309811 0.165705 0.129215 0.031026

0.660315 0.132063 4 , 423 , 683. 584 , 205. 1 , 336. 585 , 541. 40 , 750.

Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years Enter the net value of noncharltable-use assets for 2008 from Part X, line 5 Multiply line 4 by line 3 Enter 1 % of net investment income (1 % of Part I, line 27b) Add lines 5 and 6 ..

4 5 6 7 8

Enter qualifying distributions from Part XII, line 4

If line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1 % tax rate See the Part VI Instructions. BAA
TEEA0303 09/18/08

Form 990-PF (2008)

34-1862239 rm 990- PF 2008 THE OLIVE BRANCH FOUNDATION , INC. Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see the instructions) Part VI and enter 'N/A' on line 1. 1 a Exempt operating foundations described in section 4940(dX2), check here - - - - - - - (attach copy of ruling letter if necessary - see instructions) Date of ruling letter 1 b Domestic foundations that meet the section 4940(e) requirements in Part V, check here 01 1-1 and enter 1 % of Part I, line 27b _ c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, column (b)
2 3 4 5 6 a b c d 7 8 9 10 11 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) . Add lines 1 and 2 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Tax based on investment income . Subtract line 4 from line 3 If zero or less, enter -0Credits/Payments2008 estimated tax pmts and 2007 overpayment credited to 2008 4 , 677 6a Exempt foreign organizations - tax withheld at source 6b 6c Tax paid with application for extension of time to file (Form 8868) Backup withholding erroneously withheld 6d Total credits and payments. Add lines 6a through 6d Enter any penalty for underpayment of estimated tax Check here F] if Form 2220 is attached due . If the total of lines 5 and 8 is more than line 7, enter amount owed Tax Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid . 11Enter the amount of line 10 to be Credited to 2009 estimated tax 2.004. 1 Refunded

Page 4

21673.

2 3 4 5

0. 2 , 673. 0. 2 , 673.

7
8 9

4 , 677.

0
1

2 , 004.

1 a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see the instructions for definition)? If the answer is 'Yes' to la or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities c Did the foundation file Form 1120-POL for this year? d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: 0-$ 0-$ (2) On foundation managers (1) On the foundation e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers $ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? If 'Yes,' attach a detailed description of the activities. Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If 'Yes,' attach a conformed copy of the changes 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? b If 'Yes,' has it filed a tax return on Form 990-T for this year? 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? ... If 'Yes,' attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either By language in the governing instrument, or 3 By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 7 Did the foundation have at least $5,000 in assets at any time during the year? If 'Yes,'complete Part II, column (c), and PartXV 8a Enter the states to which the foundation reports or with which it is registered (see the instructions) OH - Ohio b If the answer is 'Yes' to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If 'No,' attach explanation 9 10 BAA Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2008 or the taxable year beginning in 2008 (see instructions for Part XIV)? If 'Yes,' complete Part XIV Did any persons become substantial contributors during the tax year? If 'Yes,' attach a schedule listing their names
....A -,.4.4......-...-

Yes la lb

No X X

1c

3 4a

X X X

4b
5

6
7

X
X

8b

10 X Form 990-PF(2008)

TEEA0304

09118108

Form 990-PF (2008) THE OLIVE

34-1862239

11 12 13 14 15

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(3)' If 'Yes', attach schedule (see instructions)

11

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008? . . 12 X Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X Website address N/A ------------------------ ----------------The books are in care of The Olive Branch Foundation Telephone no. 1, (330) 456-7900 ----------------------------------------612 Market - Ave- South Located ZIP+4 Canton OH 44702 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here and enter the amount of tax-exem pt interest received or accrued during the year 15 Yes Yes Yes Yes Yes E]Yes X] No X No X No X No XE No No

'art VU- B Statements Regardin g Activities for Which Form 4720 May Be Req uired
File Form 4720 if any item is checked in the 'Yes' column , unless an exception applies. 1 a During the year did the foundation (either directly or indirectly)Engage in the sale or exchange, or leasing of property with a disqualified person? (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? . (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? (6) Agree to pay money or property to a government official? (Exception . Check ' No' if the foundation agreed to make a grant to or to employ the official for a period after termination of g overnm e nt se r vice , i f t ermina t ing wi th in 90 d ays .) ..

0 Yes b If any answer is 'Yes' to 1a(1)-(6) , did an y of the acts fail to q ualify under the exce p tions described in Regulations section 53 4941 (d)-3 or in a current notice regarding disaster assistance (see the instructions)? Organizations relying on a current notice regarding disaster assistance check here c Did the foundation engage in a prior y ear in an y of the acts described in 1 a , other than exce p ted acts , that were not corrected before the first day of the tax year beginning in 2008' 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942 (1)(3) or 4942 0)(5)): a At the end of tax year 2008 , did the foundation have any undistributed income (lines 6d and 6e , Part XIII ) for tax year (s) beginning before 2008 ? .. If 'Yes,' list the years 01 20 , 20 , 20 , 20 -[]Yes

] No X 1b

1c

No

b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets ) to the year's undistributed income? (If applying section 4942 (a)(2) to all years listed , answer ' No' and attach statement - see the instructions.) .. c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. , 20 11 20 , 20 , 20 3a Did the foundation hold more than a 2% direct or indirect interest in any business ent e r p r ise a t any t ime d uring th e year ? b If 'Yes ,' did it have excess business holdings in 2008 as a result of (1) any purchase by the foundation or disqualified persons after May 26 , 1969, (2) the lapse of the 5-year period (or longer period approved the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by " ft or bequest, or a the lapse of the 10-, 15 -, or 20 -year first phase holding period? (Use Schedule 9 Form 4720, to determine if the foundation had excess business holdings in 2008.) 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes' b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from j eopard y before the first da y of the tax year beg innin g in 2008? BAA E Yes

. .

2b

E] No

3b 4a

X X

4b X Form 990-PF (2008)

TEEA0305

09/18/08

Form 990-PF 2008

THE OLIVE BRANCH

FOUNDATION ,

INC.

34-1862239

Page 6

Part VII-B Statements Regardin g Activities for Which Form 4720 May Be Req uired (continued)
5aDunng the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))' (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? (3) Provide a grant to an individual for travel, study, or other similar purposes' (4) Provide a grant to an organization other than a charitable, etc, organization described in sec t ion 509 (a)( 1 ), (2 ), or ( 3 ), or sec t ion 4940 ( d )( 2 ) ? (see instructions) (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? b If any answer is 'Yes' to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? Organizations relying on a current notice regarding disaster assistance check here c If the answer is 'Yes' to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? If 'Yes,' attach the statement required by Regulations section 53 4945-5(d) []Yes No R ] No X No X] No No

Yes Yes

E] Yes 11 Yes

5b ^ [ Yes [ No

6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? [ Yes b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? If you answered 'Yes' to 6b, also file Form 8870 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? []Yes

No 6b No X

b If as, did the foundation receive any p roceeds or have any net income attributable to the transaction? 7b In ormation About O fficers , Directors, Trustees , Foun d ation Managers , Hig hl y Pai d Emp l oyees, art Vil l and Contractors
1 List all officers . directors. trustees . foundation managers and their compensation (see instructionsl_ (a) Name and address (b) Title and average hours per week devoted to position (c) Compensation (If not paid , enter -0-) (d) Contributions to employee benefit plans and deferred (e) Expense account, other allowances

com pensation Marshall B.-Belden Jr ----------------------219 Bonnett Street SW, Trustee

North Canton

OH

44720

PART- 7-ME
Trustee

0.

0.

0.

Diana Davis Belden -----------------------8756 Serenity Drive NW

Massillon 11 Concord Circle, Austin

OH

44646

Qr- -rjWe Trustee QQT .

0.

0.

0.

Jame_s_Bactnola -------------

------------------------Z

TX

78737

0.

0.

0.

F
(b) Title and average hours per week devoted to position (c) Compensation (d) Contributions to employee benefit plans and deferred - com pensation (e) Expense account, other allowances

Gomoensation of five hiehect-naid emnlnvppc (nther than thnca included nn Una 7- cap inctn.rfinncl If nnna antar'NANF'

(a) Name and address of each employee paid more than $50,000

none -----------------------0

-----------------------

-----------------------

-----------------------

----------------------^ TEEAO306 09n8/08 None rorm uqu-pi, (zuuis)

Total number of other em p loyees paid over $50,000 6M+

Form 990-P F 2008

THE OLIVE BRANCH

FOUNDATION ,

INC.

34-1862239

Pa g e 7

Part Vlll
3

Information About Officers , Directors , Trustees , Foundation Managers, Highly Paid Employees,

and Contractors (continued)

Five highest-paid independent contractors for professional services - (see instructions). If none, enter NONE. (a) Name and address of each p erson paid more than $50,000 b Type of service NONE -------------------------------------N/A --------------------------------------

(c) Com p ensation

--------------------------------------

--------------------------------------

--------------------------------------

Total number of others receiving over $50,000 for p rofessional services

None

Part 1X-A Summary of Direct Charitable Activities

List the foundation's four largest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. 1 NONE -----------------------------------------------------I Expenses

0.
2 ------------------------------------------------------

------------------------------------------------------

Part 1X$ Summary of Program - Related Investments (see instructions)

Describe the two largest p rog ram-related investments made by the foundation durin g the tax year on lines 1 and 2 . 1 NONE Amount

------------------------------------------------------

All other program-related investments See instructions. 3

------------------------------------------------------

Total . Add lines 1 through 3 BAA

None Form 990-PF (2008)

TEEA0307

09/18/08

Form 990-PF 2008

THE OLIVE BRANCH

FOUNDATION ,

INC.

34-1862239

Pa g e 8

FP_
1 a b c d e 2 3 4 5 6

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, purposes Average monthly fair market value of securities Average of monthly cash balances . . Fair market value of all other assets (see instructions) Total (add lines 1 a, b, and c) .. . . .. Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) I 1e Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line ld Cash deemed held for charitable activities. Enter 1-1/2% of line 3 1 1 1 1 a b c d 4 , 027 , 364. 463 , 685. 4 , 491 , 049.

2 3

4 f 491 , 049.

(for greater amount, see instructions)

Net value of noncharitable- use assets. Subtract line 4 from line 3 Enter here and on Part V, line 4 Minimum investment return . Enter 5% of line 5

4
5 6

67 , 366.
4 , 423 , 683. 221 , 184.

Part
1 2a b c 3 4 5 6 7

Distributable Amount (see instructions) (Section 49420)(3) and 0)(5) private operating foundations and certain forei g n org anizations check here ^ and do not com p lete this art.
1 2a . . 2b 2c 3 4 5 6 7 2 , 673. 218 , 511. 218 , 511. 218 , 511. 2 , 673. 221 , 184.

Minimum investment return from Part X, line 6 Tax on investment income for 2008 from Part VI, line 5 Income tax for 2008. (This does not include the tax from Part VI) Add lines 2a and 2b

Distributable amount before adjustments. Subtract line 2c from line 1 . Recoveries of amounts treated as qualifying distributions Add lines 3 and 4 . . Deduction from distributable amount (see instructions) Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1

Part XII Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc, purposes a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 b Program-related investments - total from Part IX-B 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc, purposes Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required ) . . b Cash distribution test (attach the required schedule) . . . . 4 Qualifying distributions Add lines 1 a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 5 6 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter I% of Part I, line 27b (see instructions) . . . Adjusted qualifying distributions . Subtract line 5 from line 4 Note : BAA 3 1 1a 1b 2 3a 3b 4 5 6 40 , 750. 0.

40 , 750. 0. 40 , 750.

The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years Form 990-PF (2008)

TEEA0308

01/02/09

Form 990-PF (2008) THE OLIVE BRANCH

FOUNDATION,

INC.

34-1862239

Page 9

Part X111 Undistributed Income (see instructions)

(a) Corpus 1 2 a b 3 a b c d e f 4 a Distributable amount for 2008 from Part XI, line 7 Undistributed income, if any, as of the end of 2007: Enter amount for 2007 only . Total for prior years 20, 20 , 20 Excess distributions carryover, if any, to 2008: From 2003 0. From 2004. 439 , 973. From 2005. 614 956. From 2006 340 , 544. 1, From 2007 0. Total of lines 3a throug h e Qualifying distributions for 2008 from Part XII, line 4: ^ $ 40,750. Applied to 2007, but not more than line 2a (b) Years prior to 2007 2007 (d) 2008

218 511 .
0.

395 , 473. :

b Applied to undistributed income of prior years (Election required - see instructions) c Treated as distributions out of corpus (Election required - see instructions) d Applied to 2008 distributable amount e Remaining amount distributed out of corpus 5 Excess distributions carryover applied to 2008 (If an amount appears in column (d), the same amount must be shown in column (a).) 6 Enter the net total of each column as indicated below: a Corpus. Add lines 3f, 4c, and 4e Subtract line 5 b Prior years' undistributed income. Subtract line 4b from line 2b c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from line 6b. Taxable

40 C 750. 0. 177 , 761. 177 , 761.

2 , 217 , 712. : 0.

amount - see instructions

e Undistributed income for 2007. Subtract line 4a from line 2a . Taxable amount - see instructions f Undistributed income for 2008 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2009 . . 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) 8 9 10 a b c d e BAA Excess distributions carryover from 2003 not applied on line 5 or line 7 (see instructions) Excess distributions carryover to 2009. Subtract lines 7 and 8 from line 6a Analysis of line 9. Excess from 2004 262 , 212. Excess from 2005 614 , 956. Excess from 2006 1 , 340 , 544. Excess from 2007 0. Excess from 2008 0. 0. 2 , 217 , 712.

0.
0.

0.

Form 990-PF (2008)

TEEA0309 09/19/08

Form 990-PF 2008 THE OLIVE BRANCH FOUNDATION , INC. PartXIV Private Operating Foundations (see instructions and Part VII -A, question 9)

34-1862239 N/A

Pa g e 10

1 aif the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling ^ is effective for 2008, enter the date of the ruling b Check box to indicate whether the foundation is a private op eratin g foundation described in section 4942 0)(3) or 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2008 (b) 2007 (c) 2006 2005 investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exem pt activities. Subtract line 2d from line 2c 3 Complete 3a , b, or c for the alternative test relied upon: a 'Assets ' alternative test - enter (1) Value of all assets (2) Value of assets qualifying under section 4942 (I)(3)(B)(i) b 'Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c 'Support ' alternative test - enter. (1) Total support other than gross investment income (interest, dividends , rents , payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(Ix3XBXni) (3) Largest amount of support from an exempt organization

4942

(e) Total

(4) Gross investment income

(PartXV I Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the year - see instructions.)
1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) Marshall B. Belden, Jr. b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest None 2 Information Regarding Contribution , Grant, Gift, Loan , Scholarship , etc, Programs: Check here' F] if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc, (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed Marshall B. Belden Jr

612 Market Ave South

Canton OH 44702 (330) 456-7900 b The form in which applications should be submitted and information and materials they should include: Applications must be in writing and specify purpose, background of organization and amount requested c Any submission deadlines: None d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors Science, medicine, literature, philosophy, environmental science or sociology BAA TEEao31o 09/19/08 Form 990-PF (2008)

Form 990-PF ( 2008 ) THE OLIVE BRANCH FOUNDATION ,

INC.

34-1862239

Pa g e 11

PattXV Supplementary Information (continued)

3 -Grants and Contributions Paid During the Year or Approved for Future Payment If recipient is an individual, Recipient show any relationship to Foundation any foundation manager or status of recipient substantial contributor Name and address (home or business ) a Paid during the year See attached Statement #3 Purpose of grant or

Amount

501(c)3 See attached 40,750.

Total
b Approved for future payment

3a

40 , 750.

Total BAA TEEao5oi o9n9ios

3bi Form 990-PF (2008)

Form 990-PF (2008) Part XVI-A

THE OLIVE BRANCH FOUNDATION,

INC.

34-1862239

Page 12

Analysis of Income- Producing Activities

Unrelated business income (a) (b) Business Amount code Excluded by section 512, 513, or 514 (c) (d) ExcluAmount Sion code

Enter- gross amounts unless otherwise indicated.

Program service revenuea b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate, a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal property 7 Other investment income 8 Gain or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events . 10 Gross profit or (loss) from sales of inventory 11 Other revenue. a b c d e 12 Subtotal. Add columns (b), (d), and (e) 13 Total . Add line 12, columns (b), (d), and (e) (See worksheet in the instructions for line 13 to verify calculations.) 1

(e) Related or exempt function income (see the instructions

138,062.

181

128

206. 13

128, 206.

P art XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

BAA

TEEA0502

09/19/08

Form 990-PF (2008)

Form 990-PF 2008 THE OLIVE BRANCH FOUNDATION , INC. 34-1862239 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Part XVU

Pa g e 13

Exempt Organizations
Yes 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash No

1a 1

(2) Other assets

b Other transactions: (1) Sales of assets to a noncharitable exempt organization (2) Purchases of assets from a noncharitable exempt organization (3) Rental of facilities, equipment, or other assets (4) Reimbursement arrangements (5) Loans or loan guarantees (6) Performance of services or membership or fundraising solicitations c Sharing of facilities, equipment, mailing lists, other assets, or paid employees

1a
1 1 1 1 1 1 1 b (1 ) b b b b b c

X
X X X X X X X

d If the answer to any of the above is 'Yes,' complete the following schedule Column (b) should always show the fair market value of

2a Is the foundation directly or indirectly affiliated with, or related to , one or more tax-exempt organizations
described in section 501 (c) of the Code ( other than section 501 (c)(3 )) or in section 527? b If 'Yes .' complete the followlnn schedule .. . .. 0 Yes Q No

(a) Name of or anization

b T

e of or anization

c Descrl tlon of relationshl

Under penalties of perjury, I declare that I have examined this return , including acoompanyin complete Declaration of preparer (other than taxpayer or fiduciary) is based on all inform ati

5 Bob N Signature of officer or trustee Preparer's signature Firm's name (or

H E R E

Paid Prepaters

.V11

A IV^^^M l/"
AVE SOUTH SU:

use Only

mpl if selfe and ZIP code

HALL KISTLER & COMPANY LLP

MARKET CANTON

^ 220

BAA

TEE 051

THE OLIVE BRANCH FOUNDATION, INC. Form 990-PF, Page 1, Part I, Line 18 Line 18 Stmt Taxes (see the instructions) Federal Total Rev/Exp Book 9, 000. 9, 000.

34-1862239

Net Inv Inc

Add Net Inc

Charity Disb

Form 990-PF, Page 1, Part I, Line 23

Line 23 Stmt
Other expenses: Foreign Tax paid Ohio Filing Fee Bank Fees Total Rev/Ex p Book 203. 200. 12. 415. Net Inv Inc Ad Net Inc Charity Disb

Form 990-PF, Page 1, Part I, Line 16b L-16b Stmt

Line 16b - Accounting Fees:

Name of Provider
Hall Kistler & Compa

Amount
Paid Per Books
2,125.

Net
Investment Income

Adjusted
Net Income

Disbursements
for Charitable Purposes

Type of Service Provided

Income Tan preparation

Total

2,125.

Form 990-PF, Page 1, Part I, Line 16c

L-16c Stmt
Line 16c - Other Professional Fees : Name of Type of Service Provider Provided Amount Paid Per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes

Stifel, Nicolaus

Investment Advisory Fe

2,126.

2, 126.

Total

2,126.

2,126.

Form 990-PF, Page 2, Part II, Line 10b L-10b Stmt

End of Year
Line 10b - Investments - Corporate Stock : Book Value 1,155,118. 1, 155, 118. Fair Market Value 1,038,455. 1,038,455.

Security Investments - See Statement #1 Total

OLIVE BRANCH FOUNDATION - ( 34-1862239)

990PF - Part II Line 10b - Detail of Investments
December 31, 2008 Security Name Stifel Account ALPINE GLOBAL PREMIER PROPERTIES APACHE CORP BANK OF AMERICA CORP BERKSHIRE HATHAWAY INC DEL CL B CHEVRON CORP NEW CONOCOPHILLIPS DIAMOND HILL FUNDS FOCUS L/S CLASS A Dish Network Corp EchoStar Corporation EXXON MOBIL CORP FAIRHOLME FUNDS INC FRANKLIN INCOME FUND CL A FRANKLIN MUTUAL RECOVERY FUND CL A HALLIBURTON COMPANY IVY FDS INC ASSET STRATEGY FD CL A JOHNSON & JOHNSON JOY GLOBAL INC MICROSOFT CORP NOVO NORDISK AS ADR PENN WEST ENERGY TRUST UNIT PIMCO FUNDS PACIFIC INVESTMENT FDA SEASPAN CORPORATION SUNCOR ENERGY INC THIRD AVENUE INTERNATIONAL VALUE UNITEDHEALTH GROUP INC Mandala Club partnership Gold Coins Total Investments Shares 2,425 00 50 50 5 50 100 554 206 50 10 50 815 254 22,006 58 2,137 09 400 1,95527 50 300 50 100 300 1,926 14 100 75 2,71567 100 Total 34,484 50 2,062 00 2,040 75 14,310 00 2,242 00 6,346 00 10,115 64 1,242 72 261 78 1,85850 25,429 60 57,471 29 25,403 74 12,096 00 46,825 86 2,857 00 12,411 00 1,141 95 2,99400 9,261 00 20,220 72 2,084 00 986 77 57,087 77 3,674 50 600,000 00 200,208 54 1,155,117 63

Statement #1

OLIVE BRANCH FOUNDATION (34-1862239)

CAPITAL GAINS & (LOSSES)
January 1, 2008 - December 31, 2008 Security SHORT TERM IVY FDS INC ASSET STRATEGY FD CL A THORNBURG MORTGAGE ASSET CORP FIRST MARBLEHEAD CORP FIRST MARBLEHEAD CORP TOTAL SHORT-TERM CAPITAL GAINS ( LOSSES) LONG TERM PIMCO FLOATING RT STRATGY FUND COM CANADIAN APARTMENT PPTY* REAL ESTATE ROCKWELL AUTOMATION INC FRANKLIN INCOME FUND 9* CL A FIRST MARBLEHEAD CORP SUNCOR ENERGY INC FRANKLIN INCOME FUND CL A GENERAL MILLS IVY FDS INC ASSET STRATEGY FD CL A THIRD AVENUE INTERNATIONAL VALUE IVY FDS INC ASSET STRATEGY FD CL A FRANKLIN INCOME FUND CL A JOY GLOBAL INC THIRD AVENUE INTERNATIONAL VALUE SEMPRA ENERGY LABORATORY CORP AMER HLDGS TOTAL LONG-TERM CAPITAL GAINS (LOSSES) TOTAL CAPITAL GAINS ( LOSSES) Shares How Aquired Bought Sold Sales Price Cost Basis Gain/Loss

367 512 90 75 50

Purchased Purchased Purchased Purchased

04/19/2007 08/20/2007 04/19/2007 09/17/2007

03/24/2008 03/31/2008 04/08/2008 04/08/2008

10,000 00 328 49 374 25 2495 10,952 24

7,761 1,633 2,767 1,857

85 99 50 50

2,23815 (1,305 50) (2,393 25) (1,608 00) (3,068 60)

14,020 84

500 100 50 4,132 23 75 25 4,132 23 400 00 364 299 284 576 362 976 4,366 81 100 288 184 50 50

Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased Purchased

10/29/2004 06/22/2006 12/11/2000 10/04/2006 06/22/2006 01/21/2004 10/04/2006 02/15/2000 04/19/2007 06/22/2006 04/19/2007 10/04/2006 03/20/2007 06/22/2006 08/19/2005 11/19/2004

01/08/2008 01/08/2008 01/08/2008 03/24/2008 04/08/2008 06/09/2008 06/23/2008 06/30/2008 07/07/2008 07/07/2008 07/11/2008 07/11/2008 07/11/2008 07/11/2008 07/17/2008 07/17/2008

7,749 88 1,502 97 3,115 95 10,000 00 374 25 1,71199 10,000 00 0 00 10,000 00 5,00000 10,000 00 10,000 00 7,213 35 5,00000 2,684 98 3,431 98 87,785 35 98,737 59

10,000 00 1,373 60 876 75 10,619 83 2,643 00 328 93 10,619 83 12,850 00 7,694 00 6,02489 7,666 05 11,222 71 4,137 00 6,101 28 2,124 50 2,354 50 96,636 87 110,657 71

(2,250 12) 129 37 2,239 20 (61983) (2,268 75) 1,383 06 (619 83) (12,850 00) 2,306 00 (1,024 89) 2,333 95 (1,222 71) 3,076 35 (1,101 28) 560 48 1,07748 (8,851 52) (11,920 12)

Statement #2

OLIVE BRANCH FOUNDATION ( 34-1862239) GRANTS PAID

JANUARY 1, 2008 - DECEMBER 31, 2008

Date 02/22/2008

Recipient Name and Address Canton Preservation Society 131 Wertz Ave NW

Relationship to Substantial Contributor and Foundation Status of Recipient None Section 501 (c) (3)

Purpose of Grant or Contribution Advocates preservation and restoration of historically significant buildings in Canton, OH

Amount 2,500

Canton, Ohio 44708

03/27/2008 Canton Student Loan 4974 Higbee Avenue NW Canton, Ohio 44718 Institute of Science and Technology 1000 N 4th Street Fairfield, Iowa 82557 Bob Stein Community Center 2628 13th Street NW Canton, Ohio 44708 Justice Through Music Program P 0 Box 9576 Washington, DC 20016 Maharishi School of the Age of Enlinghtment 804 N 3rd Street Fairfield, Iowa 52556 None Section 501 (c)(3) Contribution to Student Loan Fund 750

07/07/2008

None Section 501 (c) (3 )

Raising Public Awareness on Health Issues

25,000

07/01/2008

None Section 501 (c) (3)

To provied social,educaltional,and recreational activities for disadvantaged families

10,000

10/03/2008

None Section 501 (c)(3)

Raising awareness of youth through music

2,000

11/26/2008

None Section 501 (c)(3)

Education Fundraiser

500

Total Contributions Paid in 2008

40,750

Statement #3