UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
Pioneer Tax Advantaged Balanced Trust
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
PIONEER TAX ADVANTAGED BALANCED TRUST
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR [ ], 2007
This is the formal agenda for your fund's annual shareholder meeting.
It tells you the matters you will be asked to vote on and the time and place of
the meeting, in case you want to attend in person.
To the shareholders of Pioneer Tax Advantaged Balanced Trust:
The annual meeting of shareholders of Pioneer Tax Advantaged Balanced
Trust (the "fund") will be held at the offices of Wilmer Cutler Pickering Hale
and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts 02109, on [ ],
2007 at 11:00 a.m., Boston time, to consider the following:
1. To elect three Trustees of your fund, two by the holders of
Common and Preferred Shares of your fund, voting together as
a single class, and one by the holders of Preferred Shares
of your fund, voting as a separate class. Each elected
Trustee will serve for a three year term or until a
successor is elected.
2. To consider the shareholder proposals described in the
accompanying proxy statement under the heading "Possible
Shareholder Proposals," if properly presented at the
meeting.
3. To consider any other business that may properly come before
the meeting.
Shareholders of record as of the close of business on [ ], 2007 are
entitled to vote at the meeting and any adjournment or postponement thereof.
THIS YEAR'S MEETING IS VERY IMPORTANT TO ALL SHAREHOLDERS OF YOUR FUND
IN LIGHT OF THE NOMINATION OF TWO SEPARATE SLATES OF NOMINEES FOR TRUSTEE BY TWO
DISSIDENT SHAREHOLDERS AND THE POSSIBLE PRESENTATION OF THREE SHAREHOLDER
PROPOSALS. YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN, AND
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
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THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
BOARD'S THREE NOMINEES AND AGAINST EACH OF THE THREE SHAREHOLDER PROPOSALS THAT
MAY BE PRESENTED AT THE MEETING ON THE ENCLOSED WHITE PROXY CARD. THE BOARD
URGES THAT YOU NOT VOTE FOR ANY OF THE INDIVIDUALS ON EITHER OF THE TWO SLATES
THAT WERE PUT FORWARD BY DISSIDENT SHAREHOLDERS OR ANY OF THE THREE SHAREHOLDER
PROPOSALS. THE BOARD BELIEVES THAT THE BOARD'S NOMINEES WILL BETTER SERVE THE
INTERESTS OF THE SHAREHOLDERS OF THE FUND THAN ANY OF THE NOMINEES OF THE TWO
DISSIDENT SHAREHOLDERS AND THAT THE SHAREHOLDER PROPOSALS ARE NOT IN THE BEST
INTERESTS OF THE FUND.
By Order of the Board of Trustees,
Dorothy E. Bourassa, Secretary
Boston, Massachusetts
[ ], 2007
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PROXY STATEMENT OF
PIONEER TAX ADVANTAGED BALANCED TRUST
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before
voting on the proposal summarized below.
The fund will furnish without charge a copy of its most recent annual
report and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of the fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call Pioneer Investment Management Shareholder Services at
1-800-622-3265.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of the fund
to solicit proxies to be voted at the annual meeting of shareholders of the
fund. Participating in the meeting are holders of common shares of beneficial
interest (the "Common Shares") and the holders of preferred shares of beneficial
interest (the "Preferred Shares") of the fund. The Common Shares and the
Preferred Shares of the fund are sometimes referred to herein collectively as
the "Shares." The meeting will be held at the offices of Wilmer Cutler Pickering
Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts 02109, at
11:00 a.m., Boston time, on [ ], 2007, and at any adjournments or postponements
of the meeting to a later date, for the purposes set forth in the accompanying
notice of annual meeting of shareholders.
THIS YEAR'S MEETING IS VERY IMPORTANT TO ALL SHAREHOLDERS OF YOUR FUND
IN LIGHT OF THE NOMINATION OF TWO SEPARATE SLATES OF NOMINEES FOR TRUSTEE BY TWO
DISSIDENT SHAREHOLDERS AND THE POSSIBLE PRESENTATION OF THREE RELATED
SHAREHOLDER PROPOSALS BY SUCH INDIVIDUALS. YOUR VOTE IS VERY IMPORTANT, NO
MATTER HOW MANY SHARES YOU OWN, AND WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
BOARD'S THREE NOMINEES AND AGAINST EACH OF THE THREE SHAREHOLDER PROPOSALS THAT
MAY BE PRESENTED AT THE MEETING ON THE ENCLOSED WHITE PROXY CARD. THE BOARD
URGES THAT YOU NOT VOTE FOR ANY OF THE INDIVIDUALS ON EITHER OF THE TWO SLATES
THAT WERE PUT FORWARD BY TWO DISSIDENT SHAREHOLDERS OR ANY OF THE THREE
SHAREHOLDER PROPOSALS. THE BOARD BELIEVES THAT THE BOARD'S NOMINEES WILL BETTER
SERVE THE INTERESTS OF THE SHAREHOLDERS OF THE FUND THAN ANY OF THE NOMINEES OF
THE TWO DISSIDENT SHAREHOLDERS AND THAT THE SHAREHOLDER PROPOSALS ARE NOT IN
THE BEST INTERESTS OF THE FUND.
This proxy statement is being mailed to shareholders of the fund on or
about [ ],2007. The annual report for the fund for its most recently completed
fiscal year was previously mailed to shareholders.
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This proxy statement will be appropriately supplemented on or after the
record date and will be mailed to all shareholders of record on the record date,
together with a WHITE proxy card.
Please do not sign any green or other proxy card that may be provided
by either of the dissident shareholders.
If you hold your shares directly in your own name, the fund's Agreement
and Declaration of Trust requires that you must vote by either executing a proxy
card or voting at the meeting in person. If you hold your shares in a brokerage
or bank account (commonly referred to as "street name"), your broker or bank may
require you to provide written instructions and/or allow you to provide your
voting instructions by telephone or Internet. Please consult the materials you
receive from your bank or broker in this regard, or contact our proxy solicitor,
The Altman Group, as follows:
[ ]
- 2 -
WHO IS ELIGIBLE TO VOTE; REQUIRED APPROVALS
Shareholders of record of the fund as of the close of business on [ ],
2007 (the "record date") are entitled to vote on all of the fund's business at
the annual shareholders meeting and any adjournments or postponements thereof.
The affirmative vote of a plurality of the Common and Preferred Shares of the
fund present at the meeting in person or by proxy, voting together as a single
class, is required to elect each nominee for Trustee designated to be elected by
the Common and Preferred Shares of the fund. The affirmative vote of a plurality
of the Preferred Shares of the fund present at the meeting in person or by proxy
is required to elect the nominee for Trustee designated to be elected by the
Preferred Shares of the fund. Election by plurality means those three persons
who receive the highest number of votes from their respective classes of shares
cast "FOR" shall be elected. Two of the resolutions that one of the dissident
shareholders has indicated that he intends to raise at the meeting are
recommendations of the shareholders to the Board and, as such, would require the
affirmative vote of a majority of the Common and Preferred Shares of the fund
voting at the meeting in person or by proxy, voting together as a single class.
Approval of a third proposal, to terminate the investment advisory agreement
between the fund and Pioneer Investment Management, Inc., would require the
affirmative vote of a "majority of the outstanding voting securities" of the
fund, as defined in the Investment Company Act of 1940, as amended (the "1940
Act"). As defined in the 1940 Act, the vote of a "majority of the outstanding
voting securities" of the fund means the vote of the lesser of (i) 67% or more
of the fund's outstanding shares present at the meeting, if the holders of more
than 50% of the outstanding shares of the fund are present or represented by
proxy at the meeting, or (ii) more than 50% of the fund's outstanding shares.
Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to the shareholder's instructions. If
you sign a WHITE proxy card but do not fill in a vote, your shares will be voted
FOR each of the Board's nominees for Trustee listed on that proxy card and
AGAINST each of the three shareholder proposals. If any other business properly
comes before the annual shareholders meeting, your shares will be voted at the
discretion of the persons named as proxies.
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PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Shareholders of the fund are being asked to consider the election of
three nominees to the Board of Trustees of the fund. Each of the Board's three
nominees currently serves as Trustee of the fund and has served in that capacity
continuously since originally elected or appointed. Each Trustee shall be
elected to hold office for a three year term and until his or her successor is
elected. Each of the Board's nominees has consented to being named in this proxy
statement and indicated his willingness to serve if elected. In the
unanticipated event that any of the Board's nominees should be unable to serve,
the persons named as proxies may vote for such other person as shall be
designated by the Board. The persons named on the accompanying proxy card intend
to vote at the meeting (unless otherwise directed) for the election of the
Board's three nominees as Trustees of the fund.
The Agreement and Declaration of Trust of the fund provides that the
Board of Trustees shall consist of Trustees divided into three classes, the
classes to be as nearly equal in number as possible. The Trustees of only one
class are elected at each annual meeting so that the regular term of only one
class of Trustees will expire annually and any particular Trustee stands for
election only once in each three year period. The fund's Board of Trustees is
divided into three staggered term classes -- Class I, Class II and Class III.
Class III Trustees are being submitted to shareholders for election at the
meeting for Pioneer Tax Advantaged Balanced Trust.
The fund's Board of Trustees consists of nine members.
The terms of the Class I Trustees -- Ms. Graham, Mr. Kingsbury and Mr.
Winthrop -- expire in 2008; the terms of the Class II Trustees -- Ms. Bush, Mr.
Perna and Ms. Piret -- expire in 2009; and the terms of the Class III Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire at the upcoming 2007 annual
meeting.
Subsequently, each class of Trustees will stand for election at the
conclusion of its respective three year term. Such classification may prevent
replacement of a majority of the Trustees for up to a two year period. Mr. Cogan
and Ms. Piret have been designated as the Trustees to be elected by the holders
of the Preferred Shares of the fund.
The following table sets forth the incumbent Trustees and each
Trustee's position(s) with the fund, his or her age, address, principal
occupation and employment during the past five years and any other directorship
held. Trustees who are interested persons of the fund within the meaning of the
1940 Act are referred to as Interested Trustees. Trustees who are not interested
persons of the fund are referred to as Independent Trustees. Each of the
Trustees (except Mr. Kingsbury and Mr. West) serves as a Trustee of each of the
[ ] U.S. registered investment portfolios for which Pioneer Investment
Management, Inc. ("Pioneer") serves as investment adviser (the "Pioneer Funds").
Each of Mr. Kingsbury and Mr. West serves as Trustee of [ ] of the [ ] Pioneer
Funds. The address of all Interested Trustees is 60 State Street, Boston,
Massachusetts 02109.
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Term of
Office and Other Directorships
Name, Age Position(s) Held Length of Principal Occupation(s) Held by this
and Address With the Fund Service During Past Five Years Trustee or Nominee
----------------------------------------------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr. Chairman of the Class III Deputy Chairman and a Director of Director of ICI Mutual Insurance
(80)* Board, Trustee Trustee since Pioneer Global Asset Management Company
and President 2003. Term S.p.A. ("PGAM"); Non-Executive
expires in Chairman and a Director of
2007. Elected Pioneer Investment Management USA
by Preferred Inc. ("PIM-USA"); Chairman and a
Shares only. Director of Pioneer; Chairman and
Director of Pioneer Institutional
Asset Management, Inc. (since
2006); Director of Pioneer
Alternative Investment Management
Limited (Dublin); President and a
Director of Pioneer Alternative
Investment Management (Bermuda)
Limited and affiliated funds;
Director of PIOGLOBAL Real Estate
Investment Fund (Russia) (until
June 2006); Director of Nano-C,
Inc. (since 2003); Director of Cole
Management, Inc. (since 2004);
Director of Fiduciary Counseling,
Inc.; President and Director of
Pioneer Funds Distributor, Inc.
("PFD") (until June 2006); President
of all of the Pioneer Funds; and Of
Counsel, Wilmer Cutler Pickering Hale
and Dorr LLP (counsel to PIM-USA and
the Pioneer Funds)
----------------------------------------------------------------------------------------------------------------------------
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Daniel K. Trustee and Class I Director, CEO and President of None
Kingsbury Executive Trustee of Pioneer Investment Management
(48)* Vice since 2007. USA Inc.; Pioneer Investment
President Term Management, Inc. and Pioneer
expires in Institutional Asset Management,
2008. Inc. (since March 2007); Executive
Vice President of all of the
Pioneer Funds (since March 2007);
Director of Pioneer Global Asset
Management S.p.A. (since March
2007); Head of New Markets
Division, Pioneer Global Asset
Management S.p.A. (2000-2007)
----------------------------------------------------------------------------------------------------------------------------
Independent Trustees:
----------------------------------------------------------------------------------------------------------------------------
David R. Bock Trustee Class III Executive Vice President and Director of The Enterprise
(63) Trustee since Chief Financial Officer, I-trax, Community Investment, Inc.
3050 K Street NW, 2005. Term Inc. (publicly traded health care (privately-held affordable
Washington, DC expires in services company) (2004 - housing finance company); and
20007 2007. present); Managing Partner, Director of New York Mortgage
Federal City Capital Advisors Trust (publicly traded mortgage
(boutique merchant bank)(2002- REIT)
2004); Executive Vice
President and Chief Financial
Officer, Pedestal Inc. (internet-
based mortgage trading company)
(2000-2002); Managing Director,
Lehman Brothers (1992-1995); and
several executive positions at
The World Bank (1989-1992)
----------------------------------------------------------------------------------------------------------------------------
Mary K. Bush Trustee Class II President, Bush International, Director of Brady Corporation
(58) Trustee since LLC (international financial (industrial identification and
3509 Woodbine 2003. Term advisory firm) specialty coated material
Street, Chevy expires in products manufacturer); Director
Chase, MD 20815 2009. of Briggs & Stratton Co. (engine
manufacturer); Director of UAL
Corporation (airline holding
company); and Director of
Mantech International
Corporation (national
security, defense, and
intelligence technology firm)
----------------------------------------------------------------------------------------------------------------------------
- 6 -
----------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Trustee Class I Trustee Founding Partner, The Winthrop Director of Winthrop Consulting
Graham (59) since 2003. Consulting Group, Inc. (consulting Group, Inc. (privately held
1001 Sherbrooke Term expires in firm) (1982-present); Associate Consulting firm)(1982-present)
Street West, 2008. Professor Desautels Faculty of
Montreal, Quebec, Management, McGill University
Canada (2000-present)
----------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna Trustee Class II Private investor (2004 - Director of Quadriserv Inc.
(56) Trustee since present); and Senior Executive (technology products for
89 Robbins Avenue, February 2006. Vice President, The Bank of New securities lending industry)
Berkeley Heights, Term expires in York (financial and securities
NJ 07922 2009. services) (1986 - 2004)
----------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret Trustee Class II President and Chief Executive Director of New America High
(58) Trustee since Officer, Newbury, Piret & Income Fund, Inc. (closed-end
One Boston Place, 2003. Term Company, Inc. (investment banking investment company); Trustee of
28th Floor, expires in firm) Boston Medical Center (1980-
Boston, MA 02108 2009. Elected present)
by Preferred
Shares only.
----------------------------------------------------------------------------------------------------------------------------
Stephen K. West Trustee Class III Senior Counsel, Sullivan & Director, The Swiss Helvetia
(78) Trustee since Cromwell (law firm) (1997 to Fund, Inc. (closed-end investment
125 Broad Street, 2003. Term present) Partner of Sullivan & company) AMVESCAP PLC (investment
New York, NY 10004 expires in Cromwell from 1964 to 1996 manager) from 1999 to 2005; First
2007. ING Insurance Company of New York
from 1983 to 2001; Winthrop Focus
Funds (registered investment
companies) from 1988 to 1997; ING
America Holdings, Inc. (insurance
and broker-dealer holding company)
from 1988 to 1998; Dresdner RCM
Global Strategic Income Fund, Inc.
(registered investment company)
from 1997 to 2002.
----------------------------------------------------------------------------------------------------------------------------
John Winthrop Trustee Class I Trustee President, John Winthrop & Co., None
(70) since 2003. Inc. (private investment firm)
One North Adgers Term expires
Wharf, in 2008.
Charleston, SC
29401
----------------------------------------------------------------------------------------------------------------------------
-------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because each is an officer
or director of the fund's investment adviser and/or certain of its affiliates.
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Board Committees
The Board of Trustees of the fund has an Audit Committee, an
Independent Trustees Committee, a Nominating Committee, a Policy Administration
Committee and a Valuation Committee. Committee members are as follows:
Audit
David R. Bock, Margaret B.W. Graham, Marguerite A. Piret (Chair) and
Stephen K. West
Independent Trustees
David R. Bock, Mary K. Bush, Margaret B.W. Graham (Chair), Thomas J.
Perna, Marguerite A. Piret, Stephen K. West and John Winthrop
Nominating
Mary K. Bush, Marguerite A. Piret and John Winthrop (Chair)
Policy Administration
Mary K. Bush (Chair), Thomas J. Perna and John Winthrop
Valuation
David R. Bock, Margaret B.W. Graham and Marguerite A. Piret (Chair)
During the most recent fiscal year, the Audit, Independent Trustees,
Nominating, Policy Administration and Valuation Committees of the fund held the
following meetings:
Audit Committee [ ]
Independent Trustees Committee [ ]
Nominating Committee [ ]
Policy Administration Committee [ ]
Valuation Committee [ ]
All members of the Audit Committee are "independent," as defined in the
applicable listing standard of the New York Stock Exchange currently in effect.
The Board of Trustees has adopted a charter for the Audit Committee, as of
November 14, 2006. In accordance with its charter, the purposes of the Audit
Committee are to:
- 8 -
o Assist the Board of Trustees' oversight of: (i) the integrity
of the fund's financial statements; (ii) the fund's compliance with legal and
regulatory requirements that relate to the fund's accounting and financial
reporting, internal financial controls and independent audits (except to the
extent such responsibility is delegated to another committee of the Board);
(iii) the independent registered public accounting firm's qualifications,
performance and independence; and (iv) the performance of the fund's internal
audit function; and
o Prepare an Audit Committee Report to the extent required by
Securities and Exchange Commission ("SEC") to be included in the fund's annual
proxy statement and other filings.
The Audit Committee reports that it has: (i) reviewed and discussed the
fund's audited financial statements with management; (ii) discussed with the
independent registered public accounting firm the matters relating to the
quality of the fund's financial reporting; and (iii) received written
disclosures and an independence letter from the independent registered public
accounting firm and discussed with the independent registered public accounting
firm that firm's independence. Based upon the review and discussions referred to
above, the Audit Committee recommended to the Board of Trustees that the audited
financial statements be included in the Annual Report for Pioneer Tax Advantaged
Balanced Trust for the fiscal year ended November 30, 2006, for filing with the
SEC.
The Audit Committee charter is available on Pioneer's website:
www.pioneerinvestments.com. You can also obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
The fund's Board of Trustees has determined that the fund has at least
one audit committee financial expert. Ms. Marguerite A. Piret, an Independent
Trustee, is the Audit Committee's financial expert.
All members of the Nominating Committee are independent under the New
York Stock Exchange's Revised Listing Rules and are not interested persons, as
defined in the 1940 Act, of Pioneer. The Board of the fund has adopted a written
charter for the Nominating Committee, which is available on Pioneer's website:
www.pioneerinvestments.com. You can also obtain a copy by sending a written
request to your fund at the address listed on this proxy statement. The
Nominating Committee reviews the qualifications of persons being considered as
candidates for Trustee and makes recommendations regarding the qualifications of
such persons to the Independent Trustees. The Independent Trustees then evaluate
any candidate and determine whether to nominate him or her for election. The
Trustees who are not Independent Trustees and the officers of the fund are
nominated and selected by the Board.
The Nominating Committee's charter provides for certain criteria to be
used in evaluating candidates for Independent Trustee. In reviewing a potential
nominee and in evaluating the re-nomination of current Independent Trustees, the
Nominating Committee applies the following criteria: (i) the nominee's
reputation for integrity, honesty and adherence to high ethical standards; (ii)
the nominee's business acumen and ability to exercise sound judgments; (iii) a
commitment to attend and participate in meetings of the Board and its
committees; (iv) the ability to understand potential conflicts of interest in
managing the fund and to act in the interests of all shareholders; and (v) the
absence of a real or apparent conflict of interest that would impair the
nominee's ability to represent the interests of all the shareholders and to
fulfill the responsibilities of an Independent Trustee. The Nominating Committee
does not necessarily place the same emphasis on each criterion.
- 9 -
As long as an existing Independent Trustee continues, in the opinion of
the other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, the fund anticipates that Independent
Trustees of the fund would favor the re-nomination of an existing Trustee rather
than a new candidate. Consequently, while the Nominating Committee will evaluate
the qualifications of nominees recommended by shareholders to serve as Trustee,
the Independent Trustees might act upon the Nominating Committee's evaluation
only if there is a vacancy on the Board. In the event that a vacancy arises or a
change in Board membership is determined to be advisable, the Nominating
Committee will, in addition to any shareholder recommendations, evaluate
candidates identified by other means, including candidates proposed by
Independent Trustees or management. While it has not done so in the past, the
Nominating Committee may retain a consultant to assist the Committee in a search
for a qualified candidate.
Any shareholder recommendation must be submitted in compliance with all
of the pertinent provisions of Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the Agreement and Declaration of
Trust and By-laws of the fund to be considered by the Nominating Committee. In
evaluating a nominee recommended by a shareholder, the Nominating Committee, in
addition to the criteria discussed above, may consider the objectives of the
shareholder in submitting that nomination and whether such objectives are
consistent with the interests of all shareholders. If the Board determines to
include a shareholder's candidate among the slate of nominees, the candidate's
name will be placed on the fund's proxy card. If the Nominating Committee, the
Independent Trustees or the Board determines not to include such candidate among
the Board's designated nominees and the shareholder has satisfied the
requirements of Rule 14a-8, the shareholder's candidate will be treated as a
nominee of the shareholder who originally nominated the candidate.
The Nominating Committee, the Independent Trustees and the Board have
determined not to include any of the six persons nominated this year by two
dissident shareholders and, therefore, such individuals are nominees solely of
such shareholders and not of the Board.
The Nominating Committee initiated the recommendation of each of the
nominees identified in this proxy statement to serve as Independent Trustee. A
shareholder acting on behalf of a group of shareholders who held more than 5%
of the fund's outstanding Common Shares nominated three other individuals but
the group and the three individuals did not elect to consent to being named in
this proxy statement. Three other individuals were nominated by a shareholder
who held less than 5% of the fund's outstanding Common Shares and did not
request to be named in this proxy statement.
Shareholders may communicate with the members of the Board as a group
or individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice of
this meeting. The Secretary may determine not to forward any letter to members
of the Board that does not relate to the business of the fund.
The Valuation Committee reviews the valuation assigned to certain
securities by Pioneer in accordance with the fund's valuation procedures.
The Policy Administration Committee reviews the implementation of
certain of the fund's administrative policies and procedures.
The Independent Trustees Committee reviews the fund's management
contract and other related party contracts annually and also is responsible for
any other action required to be taken, under the 1940 Act, by the Independent
Trustees acting separately.
The fund's Agreement and Declaration of Trust provides that the fund
will indemnify the Trustees and officers against liabilities and expenses
reasonably incurred in connection with any
- 10 -
litigation in which they may be involved because of their offices with the fund,
unless it is determined in the manner specified in the Agreement and Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the fund or that such
indemnification would relieve any officer or Trustee of any liability to the
fund or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties.
During the fund's most recent fiscal year, the Board of Trustees held
[ ] meetings. All of the current Trustees and committee members of the fund
then serving attended at least 75% of the meetings of the Board of Trustees and
applicable committees, if any, held during the fund's fiscal year.
The following table indicates the value of shares that each Trustee or
nominee beneficially owned in the fund and the Pioneer Funds in the aggregate as
of [ ], 2007. Beneficial ownership is determined in accordance with SEC rules.
The share value of any closed-end Pioneer fund is based on its closing market
price on [ ], 2007. The share value of any open-end Pioneer fund is based on the
net asset value of the class of shares on [ ], 2007. The dollar ranges in this
table are in accordance with SEC requirements.
Aggregate Dollar Range
of Equity Securities in
All Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by Trustee
Name of Trustee or Nominee in the Fund or Nominee
----------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE or
NOMINEE
John F. Cogan, Jr.
Daniel K. Kingsbury
INDEPENDENT TRUSTEE or
NOMINEE
David R. Bock
Mary K. Bush
Margaret B. W. Graham
Thomas J. Perna
Marguerite A. Piret
Stephen K. West
John Winthrop
During the most recent fiscal year, none of the Trustees or any nominee
for election as a Trustee engaged in the purchase or sale of securities of
Pioneer, UniCredito Italiano or any other entity in a control relationship to
Pioneer or Pioneer Funds Distributor, Inc. ("PFD").
- 11 -
Material Relationships of the Independent Trustees
For purposes of the statements below:
o the immediate family members of any person are his or her
spouse, children in the person's household (including step and adoptive
children) and any dependent of the person.
o an entity in a control relationship means any person who
controls, is controlled by or is under common control with the named person. For
example, UniCredito Italiano is an entity that is in a control relationship with
Pioneer.
o a related fund is a registered investment company or an entity
exempt from the definition of an investment company pursuant to Sections 3(c)(1)
or 3(c)(7) of the 1940 Act for which Pioneer or any of its affiliates act as
investment adviser. For example, the fund's related funds include all of the
Pioneer Funds and any non-U.S. funds managed by Pioneer or its affiliates.
As of December 31, 2006, none of the Independent Trustees, nor any of
their immediate family members, beneficially owned any securities issued by
Pioneer, UniCredito Italiano or any other entity in a control relationship to
Pioneer.
During the past five years, none of the Independent Trustees, nor any
of their immediate family members, had any direct or indirect interest (the
value of which exceeded $120,000), whether by contract, arrangement or
otherwise, in Pioneer, UniCredito Italiano, or any other entity in a control
relationship to Pioneer.
During the past five years, none of the Independent Trustees, nor any
of their immediate family members, had an interest in a transaction or a series
of transactions, or in any currently proposed transaction, or series of similar
transactions, in which the aggregate amount involved exceeded $120,000 and to
which any of the following were a party (each a "fund related party"):
o the fund
o an officer of the fund
o a related fund
o an officer of any related fund
o Pioneer
o an officer of Pioneer
o any affiliate of Pioneer
o an officer of any such affiliate
During the calendar years 2005 and 2006, none of the Independent
Trustees, nor any of their immediate family members, had any relationship (the
value of which exceeded $120,000) with any fund related party, including, but
not limited to, relationships arising out of (i) the payment for property and
services, (ii) the provision of legal services, (iii) the provision of
investment banking services (other than as a member of the underwriting
syndicate) or (iv) the provision of consulting
- 12 -
services, except that Mr. West, an Independent Trustee, is Senior Counsel to
Sullivan & Cromwell and acts as counsel to the Independent Trustees and the
Independent Trustees of the other Pioneer Funds. The aggregate compensation paid
to Sullivan & Cromwell by the fund and certain other Pioneer Funds was
approximately $[ ] and $[ ] in 2005 and 2006, respectively.
During the calendar years 2005 and 2006, none of the Independent
Trustees, nor any of their immediate family members, served as a member of a
board of directors on which an officer of any of the following entities also
serves as a director:
o Pioneer
o UniCredito Italiano
o any other entity in a control relationship with Pioneer
None of the fund's Trustees or officers has any arrangement with any
other person pursuant to which that Trustee or officer serves on the Board of
Trustees. During the calendar years 2005 and 2006, none of the Independent
Trustees, nor any of their immediate family members, had any position, including
as an officer, employee, director or partner, with any of the following:
o the fund
o any related fund
o Pioneer
o any affiliated person of the fund or Pioneer
o UniCredito Italiano
o any other entity in a control relationship to the fund or Pioneer
Compliance with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires the fund's executive
officers, Trustees and persons who own more than ten percent of the fund's
shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the SEC. Executive officers, Trustees and 10% Shareholders are
required by SEC regulations to furnish the fund with copies of all Section 16(a)
forms they file. Except as noted below, based solely on a review of the copies
of these reports furnished to the fund and representations that no other reports
were required to be filed, the fund believes that during the past fiscal year
its executive officers, Trustees and 10% Shareholders complied with all
applicable Section 16(a) filing requirements. [To be completed.]
Other executive officers
In addition to Mr. Cogan and Mr. Kingsbury, who serve as President and
Executive Vice President, respectively, of the fund, the following table
provides information with respect to the other executive officers of the fund.
Each executive officer is elected by the Board of Trustees and serves until his
or her successor is chosen and qualified or until his or her resignation or
removal by the Board. The business address of all officers of the fund is 60
State Street, Boston, Massachusetts 02109.
- 13 -
Name, age and position with the fund Principal Occupation(s)
----------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (59) Secretary of PIM-USA; Senior Vice President- Legal of Pioneer;
Secretary Secretary/Clerk of most of PIM-USA's subsidiaries; and Secretary of
all of the Pioneer Funds since September 2003 (Assistant Secretary
from November 2000 to September 2003).
Christopher J. Kelley (42) Vice President and Senior Counsel of Pioneer since July 2002; Vice
Assistant Secretary President and Senior Counsel of BISYS Fund Services, Inc. (April
2001 to June 2002); Senior Vice President and Deputy General Counsel
of Funds Distributor, Inc. (July 2000 to April 2001), and Assistant
Secretary of all of the Pioneer Funds since September 2003.
Christopher P. Harvey (45) Partner, Wilmer Cutler Pickering Hale and Dorr LLP; and Assistant
Assistant Secretary Secretary of all of the Pioneer Funds since July 2006.
Vincent Nave (61) Vice President -- Fund Accounting, Administration and Controllership
Treasurer Services of Pioneer; and Treasurer of all of the Pioneer Funds.
Mark E. Bradley (47) Deputy Treasurer of Pioneer since 2004; Treasurer and Senior Vice
Assistant Treasurer President, CDC IXIS Asset Management Services from 2002 to 2003;
Assistant Treasurer and Vice President, MFS Investment Management
from 1997 to 2002; and Assistant Treasurer of all of the Pioneer Funds
since November 2004.
Luis I. Presutti (41) Assistant Vice President -- Fund Accounting, Administration and
Assistant Treasurer Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds.
Gary Sullivan (48) Fund Accounting Manager -- Fund Accounting, Administration and
Assistant Treasurer Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds since May 2002.
Katherine Kim Sullivan (33) Fund Administration Manager -- Fund Accounting, Administration and
Assistant Treasurer Controllership Services since June 2003; Assistant Vice President --
Mutual Fund Operations of State Street Corporation from June 2002 to June
2003 (formerly Deutsche Bank Asset Management); Pioneer Fund Accounting,
Administration and Controllership Services (Fund Accounting Manager from
August 1999 to May 2002); and Assistant Treasurer of all of the
Pioneer Funds since September 2003.
- 14 -
Teri W. Anderholm (47) Chief Compliance Officer of Pioneer since December 2006 and of all
Chief Compliance Officer the Pioneer Funds since January 2007; Vice President and Compliance
Officer, MFS Investment Management (August 2005 to December 2006);
Consultant, Fidelity Investments (February 2005 to July 2005):
Independent Consultant (July 1997 to February 2005.
Compensation of trustees and officers
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Tax Advantaged Balanced Trust for the
fiscal year ended November, 30, 2006. The amounts paid to the Trustees by the
fund differ due to (i) membership on or chairing certain committees of the Board
of Trustees and (ii) attendance at meetings. The fund does not pay any salary or
other compensation to its officers.
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as from the Fund and
Name of Trustee from Fund Part of Fund Expenses Other Pioneer Funds(2)
----------------------------------------------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) $0.00
Osbert M. Hood(1),(4) 0.00
Daniel K. Kingsbury(1), (5) n/a n/a n/a
Independent Trustees:
David R. Bock 0.00
Mary K. Bush 0.00
Margaret B.W. Graham 0.00
Thomas J. Perna(3) 0.00
Marguerite A. Piret 0.00
Stephen K. West 0.00
John Winthrop 0.00
-----
Total $0.00
=====
---------------
(1) Under the management contract, Pioneer reimburses the fund for any
Interested Trustees' fees paid by the fund.
(2) There are [ ] U.S. registered investment portfolios in the Pioneer Funds.
All current Trustees of the fund serve as trustees of all of the Pioneer
Funds, except Messrs. Kingsbury and West who serve as Trustees of [ ] of
the Pioneer Funds.
(3) Mr. Perna became a Trustee of the fund on February 7, 2006.
(4) Mr. Hood resigned as Trustee of the fund effective January 9, 2007.
(5) Mr. Kingsbury became a Trustee of the fund on March 6, 2007.
- 15 -
Investment adviser and administrator
Pioneer, whose executive offices are located at 60 State Street,
Boston, Massachusetts 02109, serves as investment adviser and administrator to
the fund.
The Trustees may, but generally do not, attend shareholder meetings.
Required vote
In accordance with the fund's Agreement and Declaration of Trust, the
holders of Common Shares and Preferred Shares of the fund will vote on the
respective nominees designated to be elected by such class of shares. Mr. Cogan,
Mr. Bock and Mr. West are the current nominees for election to the fund's Board
of Trustees. Each of Mr. Bock and Mr. West is elected by the holders of Common
and Preferred Shares. Mr. Cogan is elected by the holders of Preferred Shares
only. The affirmative vote of a plurality of the Common and Preferred Shares
present at the meeting in person or by proxy, voting together as a single class,
is required to elect such nominee for Trustee designated to be elected by the
Common and Preferred Shares. The affirmative vote of a plurality of the
Preferred Shares present at the meeting in person or by proxy is required to
elect such nominee for Trustee designated to be elected by the Preferred Shares.
This means that the three nominees receiving the greatest number of votes, with
respect to the voting class or classes, as the case may be, will be elected as
Class III Trustees to the Board of Trustees.
Other nominees
The fund has received notices from two dissident shareholders stating
an intention to nominate two separate slates of three individuals per
slate for election as Trustees at the fund's 2007 annual meeting and, in the
case of one such notice, to make certain other proposals to be considered at the
meeting as described below. As set forth above, the Board of Trustees has
nominated Mr. Cogan, Mr. Bock and Mr. West to stand for re-election as Trustees.
There can be no assurance as to whether either dissident shareholder
will prepare and mail their own proxy materials to solicit your vote in favor
of their nominees. As of April 3, 2007, one of the dissident shareholders had
filed preliminary proxy materials with the SEC and the other had not.
The Nominating Committee of the Board of Trustees noted that it had
reviewed and the Board had previously nominated the three nominees for election
as Trustees. The Nominating Committee of the Board of Trustees nevertheless
reviewed the qualifications of the six persons proposed by the dissident
shareholders consistent with the provisions of the Nominating Committee Charter
and unanimously determined not to recommend to the Independent Trustees
Committee and the Board of Trustees that those persons be nominated for election
as Trustees at the meeting. The Independent Trustees Committee also reviewed the
qualifications of the six persons proposed by dissident shareholders and
unanimously determined not to recommend to the Board of Trustees that those
persons be nominated for election as Trustees at the meeting. The Board of
Trustees subsequently reviewed the dissident shareholders proposed nominees,
received the recommendation of the Independent Trustees Committee with respect
to the dissident shareholders' nominees and unanimously determined not to
nominate those persons for election as Trustees at the meeting.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote FOR each of Mr. Cogan, Mr. Bock and Mr. West.
- 16 -
POSSIBLE SHAREHOLDER PROPOSALS
One dissident shareholder gave notice of his intention to submit three
additional proposals to shareholders: (i) that shareholders recommend that the
Board of Trustees of the fund adopt a managed distribution policy that would pay
a monthly distribution of $0.20 per share; (ii) that shareholders recommend that
the fund's investment objective of seeking a high level of after tax return,
including tax advantaged income (by investing primarily in municipal securities
and common and preferred stocks that pay tax qualified dividends) be changed to
one of seeking capital appreciation with current income as a secondary objective
by investing primarily in U.S. and non-U.S. companies; and (iii) that the
investment advisory contract between the fund and Pioneer Investment Management,
Inc. be terminated. The notice stated that proposal (iii) would be recommended
for approval by the proponent only if the fund "attempts to prevent shareholders
from voting for the dissident shareholder's nominees." The notice did not
request that the proposals or supporting statements from the shareholders be
included in this proxy statement. There can be no assurance as to whether the
dissident shareholders will prepare and mail their own proxy materials to
solicit your vote in favor of the proposals. The dissident shareholder gave
written notice on March 14, 2007 of its intention to put forward the three
proposals but on April 3, 2007 filed preliminary proxy materials which, in the
form that was filed by him, solicits votes for his nominees but not for his
proposals. The fund is soliciting your votes AGAINST the proposals in case the
dissident shareholder raises any of the proposals at the meeting.
The Board of Trustees reviewed each of the three proposals and determined
that none was in the best interest of the fund's common and preferred
shareholders.
If such proposals are brought before the meeting by the dissident
shareholders, the individuals named as proxies on the enclosed proxy card will
vote in accordance with your instructions on the WHITE proxy card. If you sign a
WHITE proxy card but do not fill in a vote, your shares will be voted AGAINST
each of the proposals that may be presented by the dissident shareholders.
Two of the proposals referred to in the dissident shareholder's notice are
recommendations of the shareholders to the Board and, as such, would require the
affirmative vote of a majority of the Common and Preferred Shares of the fund
voting at the meeting in person or by proxy, voting together as a single class.
Approval of the proposal to terminate the investment advisory agreement between
the fund and Pioneer Investment Management, Inc. would require the affirmative
vote of a "majority of the outstanding voting securities" of the fund, as
defined in the 1940 Act. As defined in the 1940 Act, the vote of a "majority of
the outstanding voting securities" of the fund means the vote of the lesser of
(i) 67% or more of the fund's outstanding shares present at the meeting, if the
holders of more than 50% of the outstanding shares of the fund are present or
represented by proxy at the meeting, or (ii) more than 50% of the fund's
outstanding shares.
See Appendix A for additional information concerning the investment
advisory contract between the fund and Pioneer Investment Management, Inc.
Recommendation
The Trustees of your fund unanimously recommend that shareholders vote
AGAINST each of the proposals made by the dissident shareholders.
- 17 -
AUDITOR INFORMATION
Audit fees
The aggregate fees billed for professional services rendered by Ernst &
Young LLP for its audit of the fund's annual financial statements and fees
related to consents and comfort letters for the two most recent fiscal years
contained in the annual reports filed by the fund for such years were as
follows:
For the fiscal year For the fiscal year
ended 11/30/2006 ended 11/30/2005
-----------------------------------------------------------------------------------------------------------------------
$[ ] $[ ]
Audit-related fees
The following are aggregate fees billed for assurance and related
services by Ernst & Young LLP to the fund that are related to the review of the
fund's semi-annual financial statements and agreed upon procedures related to
the ratings of the fund's Preferred Shares for the two most recent fiscal years.
All of these services were approved by the Audit Committee of the fund pursuant
to Regulation S-X.
For the fiscal year For the fiscal year
ended 11/30/2006 ended 11/30/2005
-----------------------------------------------------------------------------------------------------------------------
$[ ] $[ ]
Tax fees
The aggregate fees billed for professional services, primarily for tax
returns, rendered by Ernst & Young LLP for tax compliance, tax advice and tax
planning to the fund for the two most recent fiscal years were as follows. All
of these services were approved by the Audit Committee of the fund pursuant to
Regulation S-X.
For the fiscal year For the fiscal year
ended 11/30/2006 ended 11/30/2005
-----------------------------------------------------------------------------------------------------------------------
$[ ] $[ ]
All other fees
There were no fees billed for other services rendered by Ernst & Young
LLP to the fund.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
The fund's Audit Committee is required to pre-approve services to
affiliates as defined by SEC rules to the extent that the services are
determined to have a direct impact on the operations or financial reporting of
the fund. Affiliates include the fund's investment adviser and any entity
controlling, controlled by, or under common control with the adviser that
provides ongoing services to the fund (hereinafter referred to as "affiliates"
of the fund). For the fiscal years ended November 30, 2006 and 2005, there were
no services provided to an affiliate that required the fund's Audit Committee
pre-approval.
- 18 -
General Audit Committee Approval Policy
o For all projects, each of the officers of the fund and the fund's
independent registered public accounting firm will make an assessment to
determine that any proposed projects will not impair independence.
o Potential services will be classified into the four non-restricted
service categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy will be applied. Any services outside the specific pre-approved
service subcategories set forth above must specifically be approved by the Audit
Committee.
o At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees, provided by the
independent registered public accounting firm as set forth in the above policy.
Aggregate Non-Audit Fees
The aggregate non-audit fees for the fund and its affiliates, as previously
defined, were as follows:
For the fiscal year For the fiscal year
ended 11/30/2006 ended 11/30/2005
-------------------------------------------------------------------------------------------------------------------------
$[ ] $[ ]
The Audit Committee of the Board of the fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to the
fund and its affiliates is compatible with maintaining Ernst & Young LLP's
independence in performing audit services.
Representatives of Ernst & Young LLP will be available at the
shareholder meeting (either in person or via telephone), will have the
opportunity to make a statement should they desire to do so, and will be
available to answer questions.
- 19 -
INFORMATION CONCERNING THE MEETING
Outstanding shares and quorum
As of the record date, the following Common and Preferred Shares of
beneficial interest were outstanding for the fund:
Common Shares Preferred Shares
-----------------------------------------------------------------------------------------------------------------------------
2,350 Series T7
28,706,981.000 2,350 Series F7
2,350 Series TH28
Only shareholders of record as of the record date are entitled to
notice of and to vote at the meeting. The holders of one-third of the
outstanding shares of each series or class of the fund or one-third of the
outstanding shares of the fund, entitled to vote in person or by proxy, shall
constitute a quorum for the transaction of business with respect to such class
or classes of the fund, respectively.
Ownership of shares of the fund
To the knowledge of the fund, as of the record date, the following
persons owned of record or beneficially 5% or more of a class of the outstanding
shares of the fund:
--------------------------------------------- --------------------- ----------------------- -----------------
Record Holder Share Class Number of Shares % of Class
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
--------------------------------------------- --------------------- ----------------------- -----------------
Shareholder proposals
Under Rule 14a-8 under the Exchange Act (relating to shareholder
proposals), any shareholder proposal that may properly be included in the fund's
proxy statement for the 2008 annual meeting must be received by the Secretary of
the fund at the fund's principal offices at 60 State Street, Boston,
Massachusetts 02109, on or before [ ], 2007. A proposal that is not to be
included in the fund's proxy statement may be made at the 2008 annual meeting
only if it is received by the Secretary of the fund at the fund's principal
offices at 60 State Street, Boston, Massachusetts 02109, not more than 120 days
and at least 90 days before the anniversary date of the mailing of the fund's
proxy materials for this year's annual meeting provided, however, that in the
event that the date of the mailing of the notice for the 2008 annual meeting is
advanced or delayed by more than thirty (30) days from the
- 20 -
anniversary date of the mailing of the notice for this year's annual meeting,
notice by a shareholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to the date of mailing of the notice
for the 2008 annual meeting and not later than the close of business on the
later of the 90th day prior to the date of mailing of the notice for the 2008
annual meeting or the 10th day following the day on which public announcement of
the date of mailing of the notice for the 2008 meeting is first made by the
fund. The fund's By-laws require that certain information must be provided by
the shareholder to the fund when notice of a nominee for election as a Trustee
or proposal is submitted to the fund.
The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. The fund currently
expects to hold the next annual shareholders' meeting on or about [ ], 2008,
which date is subject to change. Shareholder proposals are subject to certain
regulations under the federal securities laws.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone generally has
the power to revoke that proxy at any time prior to its exercise by executing a
superseding proxy or by submitting a notice of revocation to the Secretary of
the fund. In addition, although mere attendance at the meeting will not revoke a
proxy, a shareholder present at the meeting may withdraw his or her proxy and
vote in person. All properly executed and unrevoked proxies received in time for
the meeting will be voted in accordance with the instructions contained in the
proxies. If no instruction is given on a WHITE proxy card, the persons named as
proxies will vote the shares represented thereby in favor of the nominees in
Proposal 1, against any of the shareholder proposals that may be presented at
the meeting, each as described above, and will use their best judgment in
connection with the transaction of such other business as may properly come
before the meeting or any adjournment or postponement thereof.
One-third of the outstanding shares of each series or class, or
one-third of the outstanding shares of the fund, entitled to vote, present in
person or represented by proxy, constitutes a quorum for the transaction of
business at the meeting with respect to such series or class, or with respect to
the entire fund, respectively. In the event that at the time any session of the
meeting is called to order a quorum is not present in person or by proxy, the
persons named as proxies may vote those proxies that have been received to
adjourn the shareholder meeting to a later date.
Shares of the fund represented in person or by proxy, including shares
that abstain or do not vote with respect to a proposal, will be considered
present and counted for purposes of determining whether there is a quorum at the
meeting. If a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal
and has not received instructions from the beneficial owner, those shares will
not be considered present and entitled to vote on that proposal. Thus,
abstentions and "broker non-votes" have no effect on the voting in an election
of Trustees (Proposal 1) or on any proposal requiring a majority of the votes
cast at the meeting. However, they have the same effect as a vote against
proposals requiring a "majority of the outstanding voting securities" of the
fund.
Other business
While the meeting has been called to transact any business that may
properly come before it, the only matter that the Trustees intend to present is
the election of the three Trustees as described in Proposal 1. However, if any
additional matters properly come before the
- 21 -
meeting, including such other matters which the dissident shareholder may raise,
it is the intention of the persons named in the enclosed proxy to vote the proxy
in accordance with their judgments on such matters, and on all matters
incidental to the conduct of the meeting, unless instructed to the contrary.
Method of solicitation and expenses
The cost of preparing, assembling and mailing this proxy statement and
the attached notice of annual meeting of shareholders and the accompanying proxy
card will be borne by the fund. In addition to soliciting proxies by mail,
Pioneer may, at the fund's expense, have one or more of the fund's officers,
representatives or compensated third-party agents, including Pioneer, Pioneer
Investment Management Shareholder Services, Inc. ("PIMSS") and PFD, aid in the
solicitation of proxies by personal interview or telephone and telegraph and may
request brokerage houses and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of the shares held of
record by such persons. In addition, the fund has retained The Altman Group to
assist in the solicitation of proxies for a fee of approximately $[ ], plus
reimbursement for out-of pocket-expenses. The Altman Group expects to employ
approximately [ ] people to solicit the fund's shareholders.
The fund estimates that it may spend approximately $ [ ] in connection
with solicitation of proxies, of which approximately $ [ ] has been incurred
through the date of this proxy statement.
Persons holding shares as nominees will be reimbursed by Pioneer, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
[ ], 2007.
- 22 -
APPENDIX A
ADDITIONAL INFORMATION CONCERNING THE INVESTMENT ADVISORY
CONTRACT BETWEEN THE FUND AND PIONEER INVESTMENT MANAGEMENT, INC.
Summary
Pioneer Investment Management, Inc. ("Pioneer") has served as the
fund's investment adviser since the fund's inception. Pioneer provides
investment management and financial services to the Pioneer Funds and to other
institutional accounts. Pioneer, a regulated investment adviser under the
Investment Advisers Act of 1940, as amended, is a wholly-owned subsidiary of
Pioneer Investment Management USA Inc. Pioneer Investment Management USA Inc. is
the North American operating subsidiary of Pioneer Global Asset Management
S.p.A., which is a wholly-owned subsidiary of UniCredito Italiano S.p.A.
("UniCredito"), one of the largest banking groups in Italy.
Pioneer is part of the global asset management group providing
investment management and financial services to mutual funds, institutional and
other clients. As of December 31, 2006, assets under management were
approximately $217 billion worldwide, including over $75 billion in assets under
management by Pioneer.
The address for Pioneer and Pioneer Investment Management USA Inc. is
60 State Street, Boston, Massachusetts 02109. The address for Pioneer Global
Asset Management S.p.A. is Galleria San Carlo 6, Milan 20122, Italy. The address
of UniCredito is Piazza Cordusio, 20123 Milano, Italy.
Management fees
For its services under the current management contract, dated January
30, 2004, Pioneer is entitled to receive a monthly management fee at an annual
rate equal to 0.60% of the fund's average daily managed assets. The existing
management contract (the "Management Contract") was most recently submitted to
shareholders for approval on [ ] at which time it was approved by the fund's
initial sole shareholder in connection with the launch of the fund. The
aggregate amount of the management fee that the fund paid to Pioneer during the
fiscal year ended November 30, 2006 was $3,669,043.
Other material terms of the contract
Management services. Pioneer serves as investment adviser to the fund
and is responsible for the overall management of the fund's business affairs
subject only to the authority of the Board of Trustees. Pioneer is authorized to
buy and sell securities for the account of the fund and to designate brokers to
carry out such transactions. Pioneer may not make any purchase, the cost of
which would exceed the fund's available liquid assets, and may not make any
purchase which would violate any fundamental policy or restriction in the fund's
prospectus or statement of additional information as in effect from time to
time.
Standard of care. Under the Management Contract, Pioneer "will not be
liable for any error of judgment or mistake of law or for any loss sustained by
reason of the adoption of any investment policy or the purchase, sale, or
retention of any security on the recommendation of Pioneer. .. ." Pioneer,
however, shall not be protected against liability by reason of its "willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under" the
Management Contract.
A-1
Pioneer's authority. The Management Contract provides that Pioneer
shall have full discretion to act for the fund in connection with the purchase
and sale of portfolio securities subject only to the Agreement and Declaration
of Trust, By-laws, currently effective registrations under the 1940 Act and the
Securities Act of 1933, as amended, investment objective, policies and
restrictions of the fund in effect from time to time, and specific policies and
instructions established from time to time by the Trustees.
Portfolio trading. The Management Contract expressly permits Pioneer to
engage in portfolio trading.
Other provisions. The Management Contract includes provisions that
provide that: (i) the law of The Commonwealth of Massachusetts shall be the
governing law of the contract; (ii) Pioneer is an independent contractor and not
an employee of the fund; (iii) the contract is the entire agreement between the
parties with respect to the matters described therein; (iv) the contract may be
executed using counterpart signature pages; and (v) invalid or unenforceable
provisions of the contract are severable and do not render the entire agreement
invalid or unenforceable.
Factors considered by the Board of Trustees in previously approving the
Management Contract, and in recommending AGAINST termination of the Management
Contract
The 1940 Act requires that both the Board of Trustees and a majority of the
Independent Trustees (collectively "the Trustees"), voting separately, annually
approve the Management Contract. In connection with the most recent renewal of
the Management Contract, which occurred on November 28, 2006, the Trustees
determined that the terms of the Management Contract are fair and reasonable and
that renewal of the contract: (i) will enable the fund to receive quality
investment advisory services at a fee deemed reasonable; and (ii) is in the best
interests of the fund and its shareowners. In making such determinations, the
Independent Trustees relied upon the assistance of counsel to the Independent
Trustees and counsel to the fund.
Throughout the year, the Independent Trustees regularly met in
executive session, separately from the Interested Trustees of the fund and any
officer of Pioneer or its affiliates. While the Trustees, including the
Interested Trustees, act on all major matters relating to the fund, a
significant portion of the activities of the Board of Trustees (including
certain of those described herein) is conducted through committees, the members
of which are comprised exclusively of Independent Trustees. Such
A-2
committee meetings are attended by officers of the fund and/or officers of the
Investment Adviser to the extent requested by the members of the committee.
In evaluating the Management Contract, the Trustees had conducted a
review that was specifically focused upon the renewal of the Management
Contract, and also relied upon their knowledge, resulting from their meetings
throughout the year, of the Investment Adviser, its services and the fund. Both
in meetings specifically dedicated to renewal of the Management Contract and at
other meetings during the course of the year, the Trustees, including the
Independent Trustees, received materials relating to the Investment Adviser's
investment and management services under the Management Contract. These
materials included information on (i) the investment performance of the fund, a
peer group of funds as classified by Morningstar, Inc., an independent
evaluation service ("Morningstar"), and two indexes considered appropriate by
the Independent Trustees for this purpose, (ii) the general investment outlook
in the markets in which the fund invests, (iii) the procedures employed to
determine the value of each of the fund's assets, (iv) the Investment Adviser's
management of the relationships with the fund's unaffiliated service providers,
(v) the record of compliance with the fund's investment policies and
restrictions and with the fund's Code of Ethics and the structure and
responsibilities of the Investment Adviser's compliance department (vi) the
nature, cost and character of non-investment management services provided by the
Investment Adviser and its affiliates, (vii) the disclosures included in the
fund's reports to shareowners, (viii) analyses of the benefits and costs of the
use of leverage through the issuance of the fund's preferred shares and
sensitivity analyses based on changes in interest rates and (ix) the discount or
premium of the market price of the fund's common stock relative to its net asset
value and measures that are or could be taken to address any discount.
Specifically in connection with the Independent Trustees' 2006 review
of the Management Contract, the Independent Trustees requested, and the
Investment Adviser provided, additional information in order to evaluate the
quality of the Investment Adviser's services and the reasonableness of the fee
under the Management Contract. Among other items, this information included data
or analyses of (i) investment performance for the one year period for the fund
and a peer group of funds selected on the basis of criteria considered
appropriate by the Independent Trustees for this purpose, (ii) management and
other fees incurred by a peer group of funds selected on the basis of criteria
considered appropriate by the Independent Trustees for this purpose, (iii) the
advisory fees of comparable portfolios of other clients of the Investment
Adviser, (iv) expense ratios for the fund and a peer group of funds selected on
the basis of criteria considered appropriate by the Independent Trustees for
this purpose, (v) the overall organization of the Investment Adviser, (vi) the
Investment Adviser's financial results and condition, including its and certain
of its affiliates' profitability in providing services to the fund, (vii)
administrative reimbursements paid to the Investment Adviser or affiliates,
(viii) investment management staffing, and (ix) operating expenses paid by the
fund to third parties.
The following summarizes factors considered by the Trustees in
connection with reviewing the information described above and their renewal of
the fund's Management Contract on November 28, 2006. The Trustees did not
identify any single factor as all-important or controlling, and the summary does
not detail all the matters that were considered.
A. Ancillary Benefits to Shareowners. The Trustees considered the
benefits to shareowners of investing in a closed-end fund that is part of an
established group of open and closed-end funds. The Trustees also noted that the
relationship of the market price relative to the fund's net assets attributed
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to its common shares was at least comparable to other closed-end funds with
similar investment approaches.
B. Compliance and Investment Performance. The Trustees determined that
the Investment Adviser had policies and systems reasonably designed to achieve
compliance with the fund's investment objective and regulatory requirements. The
Trustees also reviewed the fund's absolute investment performance based upon
total return, as well as the fund's performance relative to the performance of
both a peer group considered appropriate by the Independent Trustees for this
purpose and the Lehman Brothers Municipal Bond Index and the Standard & Poor's
Stock 500 Index. The fund's performance, based upon total return, was in the
fifth quintile of its Morningstar category peer group for the 12 months ended
June 30, 2006. (In all quintile rankings referred to throughout this discussion
first quintile is most favorable to the fund's shareowners. Thus, highest
relative performance would be first quintile and lowest relative expenses also
would be first quintile.) The Trustees noted that the yield (gross of expenses)
to the Trust's common shareowners exceeded the yield (at June 30, 2006) of the
Lehman Municipal Bond Index and the Standard & Poor's Stock 500 Index for the 12
months ended June 30, 2006. The Trustees noted the short performance history of
the fund and the challenge of selecting a comparable peer group for performance
purposes. The Trustees also considered the yield of the fund, before deduction
of expenses, compared to the yields of the indexes. The Trustees concluded that
the fund underperformed relative to its peers during the short period since its
inception.
C. The Investment Adviser's Personnel and Methods. The Trustees
reviewed the background of members of the team responsible for the daily
management of the fund and the fund's investment objective and discipline. The
Independent Trustees also have had discussions with senior management of the
Investment Adviser responsible for investment operations and the senior
management of the Investment Adviser's fixed income group. Among other things,
the Trustees considered the size, education and experience of the Investment
Adviser's investment staff and their use of technology and emphasis on analytics
in view of the risk profile of securities in which the fund invests. The
Trustees concluded that the Investment Adviser had the quality and depth of
personnel and the well-developed methods essential to perform its duties under
the Management Contract.
D. Nature and Quality of Other Services. The Trustees considered the
nature, quality and extent of other services provided to shareowners of the
fund, including administrative and shareowner services performed by the
Investment Adviser under the Management Contract. The Trustees also considered
the reasonableness of the arrangements for reimbursement of the Investment
Adviser's out-of-pocket costs and expenses, including overhead, for certain
administrative services that the Investment Adviser is not required to provide
under the Management Contract. The Trustees also considered the nature and
extent of the other services provided by the Investment Adviser or its
affiliates under other contracts, as well as the Investment Adviser's
supervision of third party service providers. Based on these considerations, the
Trustees concluded that the nature, quality and extent of such services are
satisfactory and reliable and serve the shareowners of the fund well.
E. Management Fee and Expenses. The Trustees considered the Investment
Adviser's fee under the Management Contract relative to the management fees
charged by its Morningstar category peer group. The fund's management fee for
the 12 months ended June 30, 2006 was in the second quintile relative to the
management fees paid by the other funds in that peer group for the comparable
period. The Trustees also considered the fund's expense ratio for the 12 months
ended June 30, 2006 and expense ratios for the comparable period of the peer
group of funds selected on the basis of criteria considered appropriate by the
Independent Trustees for this purpose using data provided by
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Strategic Insight Mutual Fund Research and Consulting, LLC, an independent third
party. The Trustees found the fund's expense ratio for the 12 months ended June
30, 2006 to be in the third quintile, according to data for the applicable peer
group for the most recent fiscal year.
F. Profitability. The Trustees considered the level of the Investment
Adviser's profits with respect to the management of the Pioneer Funds, including
a review of the Investment Adviser's methodology in allocating certain of its
costs to the management of each fund, as well as the financial results realized
by the Investment Adviser in connection with the operation of the fund. They
further considered the profits realized by the Investment Adviser and its
affiliates from non-fund businesses that may benefit from or be related to the
fund's business. The Trustees considered the Investment Adviser's profit margins
in comparison with the limited industry data available. The Trustees concluded
that the Investment Adviser's profits from management of the Pioneer Funds,
including the financial results derived from the fund, bear a reasonable
relationship to the services rendered and are fair for the management of the
fund.
G. Economies of Scale. The Trustees considered whether the fund had
appropriately benefited from any economies of scale, and whether there was
potential for realization of any further economies of scale. Since the fund is a
closed-end fund and its size is relatively stable at an asset level that was
anticipated when the management fee was initially set, the Trustees concluded
that economies of scale were not a relevant consideration.
H. Other Benefits to the Investment Adviser. The Trustees also
considered the character and amount of fees paid by the fund, other than under
the Management Contract, for services provided by the Investment Adviser and
affiliates. The Trustees further considered the revenues and profitability of
the Investment Adviser's businesses other than the fund business, including the
Investment Adviser's institutional investment advisory business. The Trustees
considered the intangible benefits that accrue to the Investment Adviser and its
affiliates by virtue of its relationship with the fund and the Pioneer Funds as
a group. The Trustees concluded that all these types of benefits accruing to the
Investment Adviser were reasonable in the context of the overall relationship
between the Investment Adviser and the fund.
Conclusion. In light of the Investment Adviser's overall performance,
the Trustees considered it appropriate to continue to retain the management
services of the Investment Adviser. Based on their review of the overall nature
and quality of services provided by the Investment Adviser and the fees charged
by other funds in the fund's relevant peer group, and taking into account all
material factors deemed relevant by the Trustees as well as the advice of
independent counsel, the Trustees concluded that the Management Contract with
the fund, including the fee payable thereunder, was fair and reasonable and that
its renewal was in the best interests of the fund and its shareholders.
Accordingly, the Trustees voted to approve the continuation of the Management
Contract for another year.
At a meeting of the Board held on March 30, 2007, the Board considered
a proposal, raised by a dissident shareholder, to terminate the Management
Contract. In light of the 2006 renewal, including the factors considered in
connection with such renewal, the Trustees voted to recommend that shareholders
vote AGAINST the termination of the Management Contract if such a vote is
proposed by the dissident shareholder.
Services provided to the fund by affiliates of Pioneer
Pioneer Investment Management Shareholder Services, Inc. ("PIMSS"), a
wholly-owned indirect subsidiary of UniCredito, through a sub-transfer agency
agreement with American Stock Transfer & Trust Company, provides substantially
all transfer agent and shareholder services to the fund. For the
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fund's most recently completed fiscal year ended November 30, 2006, the fund
paid PIMSS $55,713 in transfer agency fees.
The fund has entered into an administration agreement with Pioneer
pursuant to which certain accounting and legal services that are expenses
payable by the fund under the existing Management Contract are performed by
Pioneer and pursuant to which Pioneer is reimbursed for its costs of providing
such services. For the fund's most recently completed fiscal year ended November
30, 2006, the fund paid Pioneer $346,092 for its services pursuant to the
administration agreement.
Management of Pioneer
The names, titles and principal occupations of the executive officers
and directors of Pioneer are set forth in the following table. The business
address of each person is 60 State Street, Boston, Massachusetts 02109.
Name Title and Principal Occupation
John F. Cogan, Jr. Chairman of the Board and Director
Daniel Kingsbury President, CEO and Director
John M. Carey Executive Vice President
Charles Mayer Executive Vice President, Director of Portfolio Management US
Mark D. Goodwin Executive Vice President, Chief Operating Officer
Anthony K. Koenig Senior Vice President, Chief Financial Officer and Treasurer
The following officers and directors of the fund are also officers,
directors or employees of Pioneer
Name Position Held With Pioneer Position Held With the Fund
John F. Cogan, Jr. Chairman of the Board and Director Chairman of the Board, Trustee and
President
Daniel Kingsbury President, CEO and Director Trustee and Executive Vice President
Dorothy E. Bourassa Senior Vice President, Chief Legal Secretary
Officer
Christopher J. Kelley Vice President and Senior Counsel Assistant Secretary
Vincent Nave Vice President -- Fund Accounting, Treasurer
Administration and Controllership
Services
Mark E. Bradley Deputy Treasurer Assistant Treasurer
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Luis I. Presutti Assistant Vice President -- Fund Assistant Treasurer
Accounting, Administration and
Controllership Services
Gary Sullivan Fund Accounting Manager -- Fund Assistant Treasurer
Accounting, Administration and
Controllership Services
Katherine Kim Sullivan Fund Administration Manager - Fund Assistant Treasurer
Accounting, Administration and
Controllership Services
Teri W. Anderholm Chief Compliance Officer Chief Compliance Officer
Pioneer's portfolio transaction policy
All orders for the purchase or sale of portfolio securities are placed
on behalf of the fund by Pioneer pursuant to authority contained in the fund's
management contract. Pioneer seeks to obtain the best execution on portfolio
trades. The price of securities and any commission rate paid are always factors,
but frequently not the only factors, in judging best execution. In selecting
brokers or dealers, Pioneer considers various relevant factors, including, but
not limited to, the size and type of the transaction; the nature and character
of the markets for the security to be purchased or sold; the execution
efficiency, settlement capability and financial condition of the dealer; the
dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads. Transactions in non-U.S. equity securities
are executed by broker-dealers in non-U.S. countries in which commission rates
may not be negotiable (as such rates are in the U.S.).
Pioneer may select broker-dealers that provide brokerage and/or
research services to the fund and/or other investment companies or other
accounts managed by Pioneer over which it or its affiliates exercise investment
discretion. In addition, consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, if Pioneer determines in good faith that the
amount of commissions charged by a broker-dealer is reasonable in relation to
the value of the brokerage and research services provided by such broker, the
fund may pay commissions to such broker-dealer in an amount greater than the
amount another firm may charge. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; providing stock quotation services, credit rating service
information and comparative fund statistics; furnishing analyses, electronic
information services, manuals and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and performance of
accounts and particular investment decisions; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). Pioneer maintains a list of broker-dealers who provide such
services on a regular basis. However, because many transactions on behalf of the
fund and other investment companies or accounts managed by Pioneer are placed
with broker-dealers without regard to the furnishing of such services, it is not
possible to estimate the proportion of such
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transactions directed to such dealers solely because such services were
provided. Pioneer believes that no exact dollar value can be calculated for such
services.
The research received from broker-dealers may be useful to Pioneer in
rendering investment management services to the fund as well as other investment
companies or other accounts managed by Pioneer, although not all such research
may be useful to the fund. Conversely, such information provided by brokers or
dealers who have executed transaction orders on behalf of such other accounts
may be useful to Pioneer in carrying out its obligations to the fund. The
receipt of such research has not reduced Pioneer's normal independent research
activities; however, it enables Pioneer to avoid the additional expenses that
might otherwise be incurred if it were to attempt to develop comparable
information through its own staff.
The fund did not use any brokers affiliated with Pioneer during its
most recently completed fiscal year in connection with its portfolio
transactions.
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