sec document
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant | |
Filed by a Party other than the Registrant |X|
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
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(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD.
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
ARTHUR D. LIPSON
SCOTT FRANZBLAU
ROBERT FERGUSON
MATTHEW S. CROUSE
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials:
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| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid
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(2) Form, Schedule or Registration Statement No:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 27, 2007
WESTERN INVESTMENT LLC
[___________], 2007
Dear Fellow Stockholder:
Western Investment LLC ("Western") together with our fellow participants
in this solicitation is one of the largest investors in Pioneer Tax Advantaged
Balanced Trust ("PBF" or the "Fund"). We write to you regarding the annual
meeting of stockholders scheduled to be held at the offices of Wilmer Cutler
Pickering Hale and Dorr LLP, 60 State Street, 26th Floor, Boston Massachusetts
02109, on Friday June 8, 2007 at 11:00 a.m. Western does not believe that the
current board of trustees of PBF (the "Board") is acting in your best interests.
Western is therefore seeking your support at the annual meeting of stockholders
for the following purposes:
1. To elect Western's slate of nominees to PBF's Board, including the
Class III trustee entitled to be elected solely by holders of PBF's
shares of preferred stock, each to hold office until the 2010 annual
meeting PBF's stockholders and until their successors are elected
and qualify
2. To consider the shareholder proposals described in the accompanying
proxy statement under the heading "Possible Shareholder Proposals,"
if properly presented at the annual meeting; and
3. To transact such other business as may properly come before the
annual meeting or any adjournment or postponement thereof.
Western urges you to carefully consider the information contained in the
attached proxy statement and then support its efforts by voting your shares
today by telephone or via the Internet as detailed in the enclosed GOLD proxy
card, or by signing, dating and returning today the enclosed GOLD proxy card in
the postage paid envelope provided. The attached proxy statement and GOLD proxy
card are first being furnished to the stockholders on or about [_________],
2007.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY PBF'S MANAGEMENT TO
PBF, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING
THE ENCLOSED GOLD PROXY CARD OR BY FOLLOWING THE INSTRUCTIONS FOR TELEPHONE OR
INTERNET VOTING DETAILED THEREON. ONLY YOUR LATEST DATED PROXY CARD COUNTS!
If you have any questions or require assistance voting your shares, please
contact Innisfree M&A Incorporated, which is assisting us, at their address and
toll-free number listed on the following page.
Thank you for your support,
/s/ Arthur D. Lipson
-----------------------------------
Arthur D. Lipson
Western Investment LLC.
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If you have any questions or need assistance voting your shares, please call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders Call Toll-Free at: (877) 456-3510
Banks and Brokers Call Collect at: (212) 750-5833
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PLEASE BE ADVISED:
o OUR INTERESTS ARE ALIGNED WITH YOURS (page __)
o PBF'S PERSISTENT DOUBLE-DIGIT NAV DISCOUNT IS UNACCEPTABLE (page __)
o PBF'S BOARD HAS FAILED TO TAKE EFFECTIVE ACTION TO REDUCE THE
NAV DISCOUNT (page __)
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ADDITIONAL INFORMATION CAN BE FOUND AT:
www.fixmyfund.com
2
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 27, 2007
ANNUAL MEETING OF STOCKHOLDERS
OF
PIONEER TAX ADVANTAGED BALANCED TRUST
-------------------------
PROXY STATEMENT
OF
WESTERN INVESTMENT LLC
-------------------------
PLEASE VOTE YOUR SHARES TODAY BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE
ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING AND RETURNING THE GOLD PROXY
CARD IN THE POSTAGE PAID ENVELOPE PROVIDED.
Western Investment LLC, a Delaware limited liability company ("Western" or
"we"), is a significant stockholder of Pioneer Tax Advantaged Balanced Trust
("PBF" or the "Fund"). Western is writing to you in connection with the election
of three nominees to the board of trustees of PBF (the "Board"), including the
Class III trustee entitled to be elected by holders of PBF's shares of preferred
stock, at the annual meeting of stockholders scheduled to be held at the offices
of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th Floor,
Boston Massachusetts 02109, on Friday June 8, 2007 at 11:00 a.m., including any
adjournments or postponements thereof and any meeting which may be called in
lieu thereof (the "annual meeting"). This proxy statement (the "proxy
statement") and the enclosed GOLD proxy card are first being furnished to
stockholders on or about [__________], 2007.
This proxy statement and the enclosed GOLD proxy card are being furnished
to stockholders of PBF by Western in connection with the solicitation of proxies
from PBF's stockholders for the following proposals:
1. To elect Western's slate of nominees to PBF's Board, including the
Class III trustee entitled to be elected solely by holders of PBF's
shares of preferred stock (the "Preferred Share Trustee"), each to
hold office until the 2010 annual meeting of PBF's stockholders and
until their successors are elected and qualify;
2. To consider the shareholder proposals described in this proxy
statement under the heading "Possible Shareholder Proposals," if
properly presented at the annual meeting; and
3. To transact such other business as may properly come before the
annual meeting or any adjournment or postponement thereof.
Western, Western Investment Hedged Partners L.P. ("WIHP"), Arthur D.
Lipson, Western Investment Activism Partners LLC ("WIAP"), Western Investment
Total Return Master Fund Ltd. ("WITR"), Benchmark Plus Institutional Partners,
L.L.C. ("BPIP"), Benchmark Plus Partners, L.L.C. ("BPP"), Benchmark Plus
Management, L.L.C. ("BPM"), Scott Franzblau, Robert Ferguson and Matthew S.
Crouse are members of a group (the "Group") formed in connection with this proxy
solicitation and are deemed participants in this proxy solicitation.
1
PBF has set the close of business on April 30, 2007 as the record date
(the "record date") for determining stockholders entitled to notice of and to
vote at the annual meeting. The mailing address of the principal executive
offices of PBF is 60 State Street, Boston Massachusetts 02109. Stockholders of
record at the close of business on the record date will be entitled to vote at
the annual meeting.
According to PBF, as of the record date, there were 28,706,981 shares of
Common Stock outstanding, no par value per share (the "Common Shares"), each
Common Share entitled to one vote per share, and there were 7,050 shares of
preferred stock outstanding (the "Preferred Shares" and together with the Common
Shares, the "Shares"), each Preferred Share entitled to one vote per share. As
of the record date, Western, along with all of the participants in this
solicitation, were the beneficial owners of an aggregate of 2,827,801 Common
Shares and no Preferred Shares, which represent approximately 9.9% of the votes
entitled to be cast at the annual meeting (based on PBF's proxy statement). The
participants in this solicitation intend to vote such Shares for the election of
Western's nominee trustees.
THIS SOLICITATION IS BEING MADE BY WESTERN AND NOT ON BEHALF OF THE BOARD OF
TRUSTEES OR MANAGEMENT OF PBF. WESTERN IS NOT AWARE OF ANY OTHER MATTERS TO BE
BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH WESTERN IS NOT
AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE
THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD
WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
WESTERN URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF WESTERN'S NOMINEES EITHER
BY TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY
SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY.
IF YOU HAVE ALREADY GIVEN A PROXY TO PBF'S MANAGEMENT, YOU MAY REVOKE THAT PROXY
AND VOTE IN FAVOR OF WESTERN'S NOMINEES BY VOTING YOUR SHARES BY TELEPHONE OR BY
INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING, DATING AND
RETURNING THE ENCLOSED GOLD PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE
THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY
AUTHORIZING A LATER PROXY BY TELEPHONE OR INTERNET OR BY DELIVERING A WRITTEN
NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO WESTERN,
C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS SOLICITATION, OR TO
THE SECRETARY OF PBF (WITH A COPY TO INNISFREE M&A INCORPORATED), OR BY VOTING
IN PERSON AT THE ANNUAL MEETING.
2
IMPORTANT
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY PBF'S MANAGEMENT TO
PBF, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING
THE ENCLOSED GOLD PROXY CARD OR BY FOLLOWING THE INSTRUCTIONS FOR TELEPHONE OR
INTERNET VOTING DETAILED THEREON. ONLY YOUR LATEST DATED PROXY CARD COUNTS!
YOU MAY VOTE YOUR SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE
ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING AND RETURNING TODAY THE ENCLOSED
GOLD PROXY CARD, MARKED FOR THE ELECTION OF WESTERN'S NOMINEES.
o If your Shares are registered in your own name, you may vote your Shares by
following the instructions for Internet voting detailed on the enclosed GOLD
proxy card, by calling the toll-free number contained therein, or by signing,
dating and mailing the enclosed GOLD proxy card in the enclosed return
envelope to Western, c/o Innisfree M&A Incorporated, in the enclosed
postage-paid envelope today.
o If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the record date, only it can vote such Shares
and only upon receipt of your specific instructions. Accordingly, please
provide your broker or bank with voting instructions to vote on your behalf
the GOLD proxy card. In addition, if you hold your Shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the materials you
receive from your broker or bank prior to authorizing a proxy by telephone or
Internet. Western urges you to confirm your instructions in writing to the
person responsible for your account and to provide a copy of such
instructions to Western, c/o Innisfree M&A Incorporated, who is assisting in
this solicitation, at the address and telephone numbers set forth below, and
on the back cover of this proxy statement, so that we may be aware of all
instructions and can attempt to ensure that such instructions are followed.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CALL:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
STOCKHOLDERS CALL TOLL-FREE AT: (877) 456-3510
BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833
ADDITIONAL INFORMATION CAN BE FOUND AT:
www.fixmyfund.com
3
PROPOSAL NO. 1
ELECTION OF TRUSTEES
OUR INTERESTS ARE ALIGNED WITH YOURS
Western and the other participants are significant investors in PBF and
remain committed to our investment in the Fund. We made are currently, are one
of PBF's largest stockholders. Our interests are aligned with the interests of
all stockholders-if our investment in PBF prospers, so does yours. We have no
intention of seeking to open-end or liquidate PBF. Western proposes to elect
Arthur D. Lipson, Robert Ferguson, and Matthew Crouse as nominees (collectively
the "Nominees") to PBF's Board. Arthur D. Lipson and Robert Ferguson, the
Nominees, must be elected by the holders of a plurality of PBF's outstanding
Common Shares and Preferred Shares, voting together. In addition, holders of
PBF's Preferred Shares are entitled, as a class, to the exclusion of the holders
of all other classes of stock of PBF, to elect two trustees to the board, one of
whom is up for election this year (the "Preferred Share Trustee"). We have
nominated Matthew Crouse as the Preferred Shares Trustee to be elected by a
plurality of the holders of Preferred Shares.
Western believes that our three Nominees together have extensive
experience in private and public investment, a history of outstanding investment
records, and have outstanding credentials. If elected, the Nominees will work on
behalf of all stockholders to influence each member of PBF's Board to take all
actions necessary to maximize the value of your Shares and to reduce PBF's share
price net asset value discount to less than 5% of the underlying value of its
Shares.
PBF'S PERSISTENT DOUBLE-DIGIT NAV DISCOUNT IS UNACCEPTABLE
PBF's share price has traded at a double-digit discount to its per share
net asset value ("NAV") since its inception (as of fiscal year-end for each such
year), ranging between 12% and 17%. We believe that the persistence of this
discount is in part due to the perception that the persistent and substantial
NAV discount is not being, and will not be, addressed. PBF stockholders are
being damaged by the discount in that, should they choose to leave the fund,
they must sell their shares at a discounted market price and leave behind a
sizeable portion of the value underlying their shares. We believe the fair value
of a share of common stock of a closed end fund should be its NAV, or a value
very close.
The table below shows the discount of PBF's fiscal year-end stock price to
PBF's fiscal year-end NAV since its inception in 2004.
NAV
November 30 Discount
----------- --------
2004(1) -12%
2005 -17%
2006 -13%
As an existing PBF stockholder, Western is extremely concerned that PBF's
common stock continues to trade at a double-digit NAV discount. Assuming a NAV
discount of 13% (the discount on November 30, 2006), this had the effect that,
for each $1 of underlying PBF net asset value, a share of PBF common stock would
trade at approximately 87 cents. So long as the NAV discount persists, exiting
PBF stockholders who sell their Shares will sell them at a discount to the
underlying NAV. For those PBF stockholders unfortunate enough to have purchased
PBF shares upon the offering in January 2004, in addition to having to deal with
--------------
(1) Period from January 30, 2004 until November 30, 2004.
4
the persistent double-digit discount to NAV, they were also forced to pay a 4.5%
sales load to purchase the shares, thereby further harming investment returns.
Accordingly, after giving effect to the initial commission, PBF shares have lost
as much as 20% of NAV. As a stockholder we believe this is unacceptable.
We believe PBF's Board has not earned the premium charged to stockholders,
who, in turn, have not seen a justification for the premium they paid as part of
their initial investment.
So long as the NAV discount persists, existing PBF stockholders who sell
their shares of common stock will sell them at a discount to the underlying net
asset value. PBF's common stock is traded on the New York Stock Exchange, and
share prices are determined by the market, which to date has determined share
prices to be at what we believe to be an excessive discount to NAV.
PBF'S BOARD HAS FAILED TO TAKE EFFECTIVE ACTION TO REDUCE THE NAV DISCOUNT
We believe that PBF's Board is indifferent to the plight of PBF's
stockholders. The discount to NAV reached a high of over 18% in December, 2005,
and in 2006 the average discount to NAV was over 15%. We do not understand why
the Board has not been more proactive in addressing this continued NAV discount.
PBF needs directors who are truly concerned with PBF's stockholders, and
who will tirelessly work to reduce the NAV discount.
Western believes PBF's Board needs to take aggressive action to decrease
and justify management fees of over $3.5 million in 2006. Possible actions could
include increasing the yield through a distribution policy, or repurchasing
shares at the current substantial discount to NAV.
OUR NOMINEES
The following information sets forth the name, age, business address,
present principal occupation, and employment and material occupations,
positions, offices, or employments for the past five years of each of our three
Nominees.
ARTHUR D. LIPSON (AGE 64) has been managing private investment
partnerships since 1995. He has been the sole managing member of Western
Investment LLC, a Delaware limited liability company that has acted as the
general partner, managing member or investment manager, as the case may be, of
private investment partnerships in the Western funds since 1997. Western
specializes in investing in undervalued companies. Mr. Lipson has additional
substantial experience in sales & trading and research, including previously
heading all fixed income research for Lehman Brothers and for Paine Webber, was
a known leader in the industry, and created, among other things, the Lehman
Brothers bond indices. Mr. Lipson received a Masters of Science from Columbia
University and a Bachelor of Science from the California Institute of
Technology. Mr. Lipson's business address is c/o Western Investment LLC, 7050
South Union Park Center, Suite 590, Midvale, Utah 84047.
ROBERT FERGUSON (AGE 50) has served as a principal of Benchmark Plus
Management, L.L.C., the managing member of BPP, since 1997. BPP is in the
business of acquiring, holding and disposing of investments in various
companies. Mr. Ferguson received a Master of Business Administration degree from
The Wharton School of Business, University of Pennsylvania and a Bachelor of
Science degree in Business Administration from Oregon State University.
5
MATTHEW S. CROUSE (AGE 35) has served as a portfolio manager at Western
since February 2003. From January 2002 to January 2003, he served as the Manager
of Market Risk Control for Duke Energy, a utility company with an affiliated
real estate operation. From June 2000 to December 2001, he served as
Manager/Director of Research for The New Power Company, a retail energy
supplier. Mr. Crouse received a Ph.D. in Electrical Engineering from Rice
University and a Masters of Business Administration from the University of
Houston. Mr. Crouse's business address is c/o Western Investment LLC, 7050 South
Union Park Center, Suite 590, Midvale, Utah 84047.
The information provided above has been furnished to Western by the
Nominees. The Nominees are citizens of the United States of America. None of the
Nominees are "interested persons" of the Fund within the meaning of Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act").
ADDITIONAL INFORMATION ABOUT THE NOMINEES
As of the record date, the dollar range of shares of PBF beneficially
owned by each Nominee is as follows:
Name of Nominee Dollar Range of Equity Securities in PBF
--------------- ----------------------------------------
Arthur D. Lipson Over $100,000
Robert Ferguson Over $100,000
Matthew Crouse --
There can be no assurance that the election of our Nominees will improve
the Fund's business or otherwise enhance stockholder value. Your vote to elect
the Nominees will have the legal effect of replacing PBF's three incumbent
trustees, including the Class III trustee entitled to be elected solely by
holders of the Preferred Shares, with our Nominees.
Matthew Crouse is currently an employee of Western.
Other than as stated herein, the Nominees will not receive any
compensation from Western for their services as trustees of PBF, nor are there
any arrangements or understandings between Western and any of the Nominees or
any other person or persons pursuant to which the nomination described herein is
to be made, other than the consent by each of the Nominees to be named in this
proxy statement and to serve as a trustee of PBF if elected as such at the
annual meeting. None of the Nominees is a party adverse to PBF or any of their
subsidiaries or has a material interest adverse to PBF or any of their
subsidiaries in any material pending legal proceedings.
Western does not expect that the Nominees will be unable to stand for
election, but, in the event that such persons are unable to serve or for good
cause will not serve, the Shares represented by the enclosed GOLD proxy card
will be voted for substitute nominees. In addition, Western reserves the right
to nominate substitute persons if PBF makes or announces any changes to its
bylaws or takes or announces any other action that has, or if consummated would
have, the effect of disqualifying the Nominees. In any such case, Shares
represented by the enclosed GOLD proxy card will be voted for such substitute
nominees. Western reserves the right to nominate additional persons if PBF
increases the size of its Board above its existing size, increases the number of
trustees whose terms expire at the annual meeting or calls a meeting to fill any
vacancies on PBF's Board. Additional nominations made pursuant to the preceding
6
sentence are without prejudice to the position of Western that any attempt to
increase the size of PBF's Board or to reconstitute or reconfigure the classes
on which the current trustees serve constitutes an unlawful manipulation of
PBF's corporate machinery.
YOU ARE URGED TO VOTE FOR THE ELECTION OF WESTERN'S
NOMINEES ON THE ENCLOSED GOLD PROXY CARD.
7
POSSIBLE SHAREHOLDER PROPOSALS
In PBF's proxy statement, PBF disclosed that a PBF stockholder (the
"proposing stockholder"), which it did not name, gave notice that he intends to
submit three additional proposals to be voted on at the annual meeting. The
stockholder proposes the following: (i) that stockholders recommend that the
Board adopt a managed distribution policy that would pay a monthly distribution
of $0.20 per share; (ii) that stockholders recommend that the Fund's investment
objective of seeking a high level of total 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 proxy statement stated that proposal (iii) would be recommended for approval
by the proposing stockholder only if the Fund "attempts to prevent stockholders
from voting for the proposing stockholder's nominees." For more information
please refer to the section in PBF's proxy statement titled "Possible
Shareholder Proposals."
Western is not affiliated with this proposing stockholder and has taken no
position with respect to these proposals.
8
VOTING AND PROXY PROCEDURES
Only stockholders of record on the record date will be entitled to notice
of and to vote at the annual meeting. Each Common Share is entitled to one vote.
Each Preferred Share is entitled to one vote. Only holders of Preferred Shares
are entitled to vote for the Preferred Share Trustee. Stockholders who sell
Shares before the record date (or acquire them without voting rights after the
record date) may not vote such Shares. Stockholders of record on the record date
will retain their voting rights in connection with the annual meeting even if
they sell such Shares after the record date. Based on publicly available
information, Western believes that the only outstanding classes of securities of
PBF entitled to vote at the annual meeting are the Common Shares and Preferred
Shares.
Stockholders, including those who expect to attend the annual meeting, are
urged to vote their Shares today by following the instructions for Internet
voting detailed on the enclosed GOLD proxy card, by calling the toll-free number
contained therein, or by signing, dating and mailing the enclosed GOLD proxy
card in the enclosed return envelope to Western, c/o Innisfree M&A Incorporated,
in the enclosed postage-paid envelope.
Authorized proxies will be voted at the annual meeting as marked and, in
the absence of specific instructions, will be voted FOR the election of
Western's Nominees and in the discretion of the person named as proxy on all
other matters as may properly come before the annual meeting.
We are asking you to vote FOR the election of Western's Nominees. The
enclosed GOLD proxy card may only be voted for our Nominees and does not confer
voting power with respect to the Fund's nominees. Stockholders should refer to
the Fund's proxy statement for the names, backgrounds, qualifications and other
information concerning the Fund's nominees. The participants in this
solicitation intend to vote all of their Shares for the election of Western's
Nominees and will not vote their Shares in favor of any of PBF's trustee
nominees.
QUORUM
In order to conduct any business at the annual meeting, a quorum must be
present in person or represented by valid proxies. The presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast at the annual meeting constitutes a quorum. All Shares that are voted
"FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in the case of election of
trustees) on any matter will count for purposes of establishing a quorum and
will be treated as Shares entitled to be voted at the annual meeting.
VOTES REQUIRED FOR APPROVAL
ELECTION OF TRUSTEES. The Fund's proxy statement states that nominees
receiving the affirmative vote of a plurality of the votes cast by holders of
Common and Preferred Shares voting together will be elected as trustees of the
Fund. The affirmative vote of the holders of a plurality of PBF's outstanding
Preferred Shares, voting separately from the holders of Common Shares, is
required to elect the Preferred Share Trustee.
STOCKHOLDER PROPOSALS. According to the Fund's proxy statement, two of the
stockholder proposals are recommendations of the stockholders to the Board and,
as such, would require the affirmative vote of a majority of the Common and
Preferred Shares voting at the meeting in person or by proxy, voting together as
a single class.
9
According to the Fund's proxy statement, approval of the 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 1940 Act. The
Fund's proxy statement states that, 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 Common and Preferred
Shares present at the meeting, if the holders of more than 50% of the
outstanding Common and Preferred Shares of the Fund are present or represented
by proxy at the meeting, or (ii) more than 50% of the Fund's outstanding Common
and Preferred Shares.
ABSTENTIONS
Abstentions will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. For purposes of the
vote on the election of each nominee for trustee, abstentions and broker
non-votes, if any, have no effect with respect to the election of the Nominees.
REVOCATION OF PROXIES
Stockholders of PBF may revoke their proxies at any time prior to exercise
by attending the annual meeting and voting in person (although attendance at the
annual meeting will not in and of itself constitute revocation of a proxy), by
delivering a later-dated proxy by Internet, by telephone or by mail, or by
delivering a written notice of revocation. The delivery of a later-dated proxy
which is properly completed will constitute a revocation of any earlier proxy.
The revocation may be delivered either to Western in care of Innisfree M&A
Incorporated at the address set forth on the back cover of this proxy statement
or to Pioneer Tax Advantaged Balanced Trust at 60 State Street, Boston,
Massachusetts 02109 or any other address provided by PBF. Although a revocation
is effective if delivered to PBF, Western requests that either the original or
photostatic copies of all revocations be mailed to Western in care of Innisfree
M&A Incorporated at the address set forth on the back cover of this proxy
statement so that Western will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders of
record on the record date of a majority of the outstanding Shares. Additionally,
Innisfree M&A Incorporated may use this information to contact stockholders who
have revoked their proxies in order to solicit later-dated proxies for the
election of the Nominees and approval of other proposals described herein.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO PBF'S BOARD, OR FOR THE
OTHER PROPOSALS DESCRIBED IN THIS PROXY STATEMENT, PLEASE VOTE YOUR SHARES BY
TELEPHONE OR INTERNET, AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD, OR BY
SIGNING, DATING AND RETURNING PROMPTLY THE ENCLOSED GOLD PROXY CARD, IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
10
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this proxy statement is being made
by Western. Proxies may be solicited by mail, facsimile, telephone, Internet, in
person and by advertisements.
Western has entered into an agreement with Innisfree M&A Incorporated for
solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed $[_______],
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A Incorporated will
solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders. Western has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares they hold of record. Western will reimburse
these record holders for their reasonable out-of-pocket expenses in so doing. It
is anticipated that Innisfree M&A Incorporated will employ approximately [__]
persons to solicit PBF's stockholders for the annual meeting.
The entire expense of soliciting proxies is being borne by Western,
subject to certain limitations, pursuant to the terms of the Joint Filing and
Solicitation Agreement described below. WIHP, WIAP, WITR, BPIP, BPM and BPP have
separately agreed to reimburse Western on a pro rata basis for these expenses.
Because Western believes that PBF's stockholders will benefit from the
Solicitation (defined below), Western intends to seek reimbursement from PBF, to
the fullest extent permitted by law, of all expenses it incurs in connection
with the Solicitation. If necessary, Western will ask PBF to submit an
application in this regard to, and obtain an order or a no-action letter from,
the Securities and Exchange Commission. Western does not intend to submit the
question of such reimbursement to a vote of security holders of PBF unless
otherwise required by law. Costs of this solicitation of proxies are currently
estimated to be approximately $[_______]. Western estimates that through the
date hereof, its expenses in connection with this Solicitation are approximately
$[_________].
OTHER PARTICIPANT INFORMATION
Each member of the Group is a participant in this Solicitation. Arthur D.
Lipson is the managing member of Western, a Delaware limited liability company.
Western is the general partner, managing member and investment manager of WIHP,
WIAP and WITR, respectively. The principal business address of Mr. Lipson,
Western, WIHP, WIAP, WITR and Mr. Crouse is c/o Western Investment LLC, 7050
South Union Park Center, Suite 590, Midvale, Utah 84047.
Messrs. Franzblau and Ferguson are managing members of BPM, a Delaware
limited liability company. BPM is the managing member of BPIP, a Delaware
limited liability company and of BPP, a Delaware limited liability company. The
principal business address of BPIP, BPM, BPP, Mr. Franzblau and Mr. Ferguson is
820 A Street, Suite 700, Tacoma, WA 98402.
Western provides recommendations from time to time to BPIP and BPP with
respect to purchases and sales of Shares of PBF, pursuant to an oral agreement
between Western and BPIP, and between Western and BPP. Each of Western, Mr.
Lipson, WIHP, WIAP and WITR disclaims beneficial ownership of the Shares
beneficially owned by the other members of the Group. Each of BPP, BPIP, BPM,
Mr. Franzblau and Mr. Ferguson disclaims beneficial ownership of the Shares
beneficially owned by the other members of the Group. Mr. Crouse disclaims
beneficial ownership of the Shares beneficially owned by the other members of
the Group.
Each of Western and Mr. Lipson is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by WIHP, WIAP
and WITR by virtue of their respective positions described above. Each of BPM,
11
Mr. Franzblau and Mr. Ferguson is deemed to have sole voting and dispositive
power over the Shares beneficially owned by BPIP and BPP by virtue of their
respective positions described above. None of Western, Mr. Lipson, WIHP, WIAP or
WITR has voting or dispositive control over the Shares beneficially owned by the
other members of the Group. None of BPP, BPIP, BPM, Mr. Franzblau or Mr.
Ferguson has voting or dispositive control over the Shares beneficially owned by
the other members of the Group.
The principal business of Western is acting as the general partner,
managing member and investment manager of WIHP, WIAP and WITR, respectively. The
principal occupation of Mr. Lipson is acting as the managing member of Western.
The principal business of WIHP, WIAP and WITR is acquiring, holding and
disposing of investments in various companies. The principal occupation of Mr.
Crouse is serving as a portfolio manager at Western. The principal business of
BPIP is acquiring, holding and disposing of investments in various companies.
The principal business of BPP is acquiring, holding and disposing of investments
in various companies. The principal business of BPM is acting as the managing
member of each of BPIP and BPP. The principal occupation of Scott Franzblau is
acting as a managing member of BPM. The principal occupation of Robert Ferguson
is acting as a managing member of BPM.
For information regarding purchases and sales of securities of PBF during
the past two years by Western, Mr. Lipson, WIHP, WIAP, WITR, Mr. Crouse, BPIP,
BPM, BPP, Mr. Franzblau, Mr. Ferguson and affiliates of Western and BPM that no
longer own any Shares, see Schedule I to this proxy statement. WIHP, WIAP, WITR,
BPIP and BPP purchased their Shares in margin accounts, where they are held
together with other publicly traded securities.
On March 15, 2007 the members of the Group entered into a Joint Filing and
Solicitation Agreement in which, among other things, (a) the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of PBF to the extent required by applicable law, (b)
the parties agreed to solicit proxies or written consents for the election of
the Nominees, or any other person(s) nominated by Western and Mr. Lipson, to
PBF's Board at the annual meeting (the "Solicitation"), (c) Western agreed to
indemnify and hold Matthew Crouse harmless from and against any and all claims
of any nature, whenever brought, arising from the Nominee's nomination for
election as a trustee of PBF, and the related proxy solicitation by Western,
Arthur Lipson and certain of their affiliates and any related transactions,
irrespective of the outcome, and (d) Western agreed to bear all expenses
incurred in connection with the Group's activities, including approved expenses
incurred by any of the parties in connection with the Solicitation, subject to
certain limitations. WIHP, WIAP, WITR, BPIP, BPM, and BPP have separately agreed
to reimburse Western on a pro rata basis for expenses incurred in connection
with the Solicitation. Because Western believes that PBF's stockholders will
benefit from the Solicitation, Western intends to seek reimbursement from PBF,
to the fullest extent permitted by law, of all expenses it incurs in connection
with the Solicitation. If necessary, Western will ask PBF to submit an
application in this regard to, and obtain an order or a no-action letter from,
the Securities and Exchange Commission. Western does not intend to submit the
question of such reimbursement to a vote of security holders of PBF.
As of the record date, WIHP, WIAP and WITR beneficially owned 810,739,
837,702 and 13,400 Common Shares, respectively, constituting approximately 2.8%,
2.9% and less than 1%, respectively, of the votes entitled to be cast at the
annual meeting. Western directly owned 1,000 Common Shares, constituting less
than 1% of the votes entitled to be cast at the annual meeting. As the general
partner, managing member, or investment manager, as the case may be, of WIHP,
WIAP and WITR, Western may be deemed to beneficially own the 1,661,841 Common
Shares owned in the aggregate by WIHP, WIAP and WITR, in addition to the 1,000
Common Shares owned directly by Western as of the record date. As the managing
member of Western, Mr. Lipson may be deemed to beneficially own the 1,662,841
Common Shares beneficially owned by Western as of the record date.
12
As of the record date, BPIP and BPP beneficially owned 650,560 and 514,400
Common Shares, respectively, constituting approximately 2.3% and 1.8%,
respectively, of the votes entitled to be cast at the annual meeting. As the
managing member of BPP and BPIP, BPM may be deemed to beneficially own the
1,164,960 Common Shares owned in the aggregate by BPP and BPIP. As the managing
members of BPM, Messrs. Franzblau, and Ferguson may be deemed to beneficially
own the 1,164,960 Common Shares beneficially owned by BPM.
Except as set forth in this proxy statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this Solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this Solicitation directly or indirectly
beneficially owns any securities of PBF; (iii) no participant in this
Solicitation owns any securities of PBF which are owned of record but not
beneficially; (iv) no participant in this Solicitation has purchased or sold any
securities of PBF during the past two years; (v) no part of the purchase price
or market value of the securities of PBF owned by any participant in this
Solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) other than a Joint Filing
Agreement dated January 26, 2007 with respect to the Common Stock of the Fund,
with the participants, except for Matthew Crouse, no participant in this
Solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
PBF including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies; (vii) no associate
of any participant in this Solicitation owns beneficially, directly or
indirectly, any securities of PBF; (viii) no participant in this Solicitation
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of PBF; (ix) no participant in this Solicitation or any of
his/her/its associates was a party to any transaction, or series of similar
transactions, since the beginning of PBF's last fiscal year, or is a party to
any currently proposed transaction, or series of similar transactions, to which
the Fund or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $120,000; (x) no participant in this Solicitation or any of
his/her/its associates has any arrangement or understanding with any person with
respect to any future employment by PBF or its affiliates, or with respect to
any future transactions to which PBF or any of its affiliates will or may be a
party; and (xi) no person, including the participants in this Solicitation, who
is a party to an arrangement or understanding pursuant to which the Nominees are
proposed to be elected has a substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted on at the annual
meeting.
OTHER MATTERS AND ADDITIONAL INFORMATION
Western is unaware of any other matters to be considered at the annual
meeting. However, should other matters, which Western is not aware of a
reasonable time before this Solicitation, be brought before the annual meeting,
the person named as a proxy on the enclosed GOLD proxy card will vote on such
matters in their discretion.
Western has omitted from this proxy statement certain disclosure required
by applicable law that is already included in the Fund's proxy statement. This
disclosure includes, among other things, biographical information on PBF's
trustees and executive officers, the dollar range of shares owned by trustees of
the Fund and information on committees of PBF's Board. Stockholders should refer
to PBF's proxy statement in order to review this disclosure.
According to the Fund's proxy statement, the Fund has an investment
advisory contract with Pioneer Investment Management, Inc.
13
See Schedule II of this proxy statement for information regarding persons
who beneficially own more than 5% of the Shares and the ownership of the Shares
by the management of PBF.
The information concerning PBF contained in this proxy statement and the
Schedules attached hereto has been taken from, or is based upon, publicly
available information.
WESTERN INVESTMENT LLC
[_____________], 2007
14
SCHEDULE I
PURCHASES AND SALES IN THE COMMON STOCK OF PBF
DURING THE PAST TWO YEARS
Transaction Quantity Date Price ($)
----------- -------- ---- ---------
WESTERN INVESTMENT HEDGED PARTNERS, L.P.
----------------------------------------
Buy 500 03/15/05 12.9185
Buy 1,800 03/23/05 12.4725
Sell 1,900 03/30/05 12.9636
Sell 100 03/30/05 12.9636
Sell 400 04/01/05 13.1356
Sell 900 04/01/05 13.1355
Sell 1,500 04/04/05 12.9418
Sell 500 04/04/05 12.9418
Sell 1,500 04/05/05 13.1543
Sell 1,200 04/08/05 13.0778
Buy 1,200 05/12/05 12.8585
Buy 1,400 05/17/05 12.8185
Buy 500 05/18/05 12.9185
Buy 1,000 05/24/05 12.9135
Sell 900 06/24/05 13.5209
Sell 300 06/24/05 13.5209
Sell 900 07/08/05 13.7542
Sell 1,400 07/08/05 13.7542
Sell 1,300 08/01/05 13.6966
Sell 1,000 08/01/05 13.6966
Sell 2,900 08/08/05 13.5843
Sell 500 08/09/05 13.6309
Sell 1,000 08/11/05 13.5009
Sell 700 04/06/06 12.8890
Sell 1,100 04/06/06 12.8890
Buy 2,000 04/13/06 12.4075
Buy 2,000 04/28/06 12.3300
Buy 25,000 07/11/06 12.3975
Buy 8,600 07/14/06 12.3143
Buy 32,900 07/17/06 12.3135
Buy 3,000 07/18/06 12.3383
Sell 2,000 09/28/06 13.2496
Sell 25,000 09/28/06 13.2496
Sell 8,600 09/28/06 13.2496
Sell 30,400 09/28/06 13.2496
Buy 17,900 10/04/06 13.3155
Buy 33,100 10/05/06 13.3290
Buy 2,400 10/06/06 13.2992
Buy 9,200 10/09/06 13.2904
I-1
Buy 20,500 10/10/06 13.3149
Buy 7,800 10/12/06 13.3541
Buy 3,500 10/13/06 13.3279
Buy 1,200 10/16/06 13.3608
Buy 16,100 10/17/06 13.3395
Buy 5,900 10/18/06 13.3747
Buy 5,200 10/24/06 13.3969
Buy 31,900 10/31/06 13.5629
Buy 7,000 12/06/06 13.8630
Buy 3,700 12/07/06 13.9077
Buy 41,559 12/15/06 13.9522
Buy 10,000 12/18/06 13.9426
Sell 600 12/18/06 13.9462
Buy 61,000 12/19/06 13.9312
Buy 1,500 12/20/06 13.9297
Buy 22,433 12/21/06 13.9643
Buy 1,000 12/26/06 14.0650
Buy 14,800 12/29/06 14.0031
Buy 48,400 01/03/07 14.0203
Buy 16,400 01/04/07 14.0045
Buy 33,747 01/19/07 14.1461
Sell 700 01/19/07 14.2011
Buy 16,200 01/22/07 14.1848
Buy 2,900 01/23/07 14.1710
Buy 251,000 01/23/07 14.1800
Sell 300 01/24/07 14.1477
Sell 500 01/24/07 14.1611
Buy 100,000 01/26/07 14.2501
Buy 10,000 03/01/07 14.3848
Buy 6,800 03/07/07 14.3400
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
----------------------------------------
Buy 45,900 07/19/06 12.4370
Buy 11,700 07/28/06 12.6418
Buy 11,000 08/02/06 12.6990
Buy 12,700 08/09/06 12.8262
Buy 2,400 08/11/06 12.7992
Buy 6,100 08/14/06 12.8120
Buy 100 08/15/06 12.9550
Sell 25,500 09/28/06 13.2496
Sell 20,400 09/28/06 13.2496
Sell 11,700 09/28/06 13.2496
Sell 11,000 09/28/06 13.2496
Sell 6,900 09/28/06 13.2496
Buy 20,400 10/03/06 13.2655
I-2
Buy 19,400 10/20/06 13.3642
Buy 3,600 10/23/06 13.3878
Buy 9,900 11/01/06 13.6066
Buy 9,300 11/02/06 13.5376
Buy 9,400 11/03/06 13.4860
Buy 2,700 11/06/06 13.5687
Buy 20,200 11/07/06 13.6151
Buy 2,800 11/08/06 13.6040
Buy 200 11/10/06 13.6550
Buy 5,600 11/16/06 13.6234
Buy 26,900 11/17/06 13.6463
Buy 17,700 11/20/06 13.6445
Buy 10,800 11/22/06 13.6578
Buy 4,300 11/29/06 13.7173
Buy 6,500 12/04/06 13.8465
Buy 8,600 12/05/06 13.8662
Buy 7,000 12/06/06 13.8630
Buy 3,700 12/07/06 13.9077
Buy 22,200 12/12/06 13.8964
Buy 64,600 12/13/06 13.9466
Buy 31,502 12/14/06 13.9466
Buy 3,700 12/28/06 13.9677
Buy 1,000 01/05/07 13.9950
Buy 1,600 01/08/07 13.9113
Buy 5,400 01/09/07 13.9775
Buy 6,900 01/10/07 13.9993
Buy 10,800 01/11/07 14.0480
Buy 12,600 01/12/07 14.0442
Buy 40,000 01/16/07 14.0503
Buy 22,200 01/17/07 14.0938
Buy 41,700 01/18/07 14.1231
Buy 16,300 01/22/07 14.1848
Buy 2,800 01/23/07 14.1712
Buy 251,000 01/23/07 14.1800
Buy 100,000 01/26/07 14.2501
WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
---------------------------------------------
Buy 500 03/15/05 12.9185
Buy 1,700 03/23/05 12.4725
Sell 1,900 03/30/05 12.9636
Sell 100 03/30/05 12.9636
Sell 400 04/01/05 13.1356
Sell 900 04/01/05 13.1355
Sell 1,500 04/04/05 12.9418
Sell 500 04/04/05 12.9418
Sell 1,500 04/05/05 13.1543
I-3
Sell 1,100 04/08/05 13.0771
Buy 1,100 05/12/05 12.8585
Buy 700 05/13/05 12.8285
Buy 1,400 05/17/05 12.8185
Buy 1,000 05/24/05 12.9135
Sell 800 06/24/05 13.5209
Sell 300 06/24/05 13.5209
Sell 800 07/08/05 13.7542
Sell 700 07/08/05 13.7542
Sell 700 07/08/05 13.7542
Sell 1,400 08/01/05 13.6966
Sell 900 08/01/05 13.6966
Sell 3,000 08/08/05 13.5844
Sell 500 08/09/05 13.6309
Sell 200 08/11/05 13.5010
Sell 800 08/11/05 13.5009
Buy 2,000 09/16/05 12.9085
Buy 500 10/13/05 12.2185
Buy 4,000 10/14/05 12.2610
Buy 5,000 10/17/05 12.2525
Buy 2,000 12/28/05 12.2275
Buy 5,400 12/29/05 12.3581
Buy 8,600 07/14/06 12.3143
Buy 32,900 07/17/06 12.3135
Sell 200 08/23/06 12.9111
Sell 2,000 08/23/06 12.9111
Sell 500 08/23/06 12.9111
Sell 1,400 08/23/06 12.9111
Sell 2,600 08/24/06 12.9105
Sell 600 08/24/06 12.9105
Sell 2,300 08/25/06 12.9685
Sell 2,100 08/29/06 12.9862
Sell 2,000 08/29/06 12.9862
Sell 1,000 08/29/06 12.9862
Sell 4,300 08/30/06 13.0211
Sell 8,600 09/28/06 13.2496
Sell 32,900 09/28/06 13.2496
Sell 500 10/13/06 13.4246
Sell 100 12/18/06 13.9045
Sell 200 12/18/06 13.9517
Sell 3,200 12/18/06 13.9516
WESTERN INVESTMENT TOTAL RETURN MASTER FUND, LTD.
-------------------------------------------------
Buy 13,400 02/23/07 14.4749
I-4
WESTERN INVESTMENT LLC
----------------------
Buy 1,000 12/15/06 13.9585
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
---------------------------------------------
Buy 47,000 07/25/06 12.5297
Buy 39,200 07/26/06 12.5546
Buy 8,200 08/17/06 12.8746
Buy 49,400 08/21/06 12.8925
Buy 3,800 08/28/06 13.0118
Buy 25,500 08/29/06 12.9858
Buy 19,800 08/31/06 13.0285
Buy 1,100 09/05/06 13.0641
Buy 2,300 09/08/06 12.9993
Buy 1,000 09/11/06 13.0150
Buy 9,500 09/20/06 13.0849
Buy 15,100 09/25/06 13.1757
Buy 91,500 09/28/06 13.2500
Buy 17,400 01/24/07 14.1870
Buy 100,000 01/26/07 14.2501
Buy 10,600 01/29/07 14.2565
Buy 9,300 01/29/07 14.2376
Buy 58,260 01/30/07 14.2747
Buy 14,500 02/06/07 14.4187
Buy 5,600 02/07/07 14.4368
Buy 9,500 02/13/07 14.3683
Buy 45,200 02/14/07 14.4563
Buy 9,700 02/15/07 14.4441
Buy 8,500 02/16/07 14.4542
Buy 11,200 02/20/07 14.4950
Buy 12,200 02/21/07 14.4725
Buy 9,400 02/22/07 14.4661
Buy 15,800 02/23/07 14.4591
BENCHMARK PLUS PARTNERS, L.L.C.
-------------------------------
Buy 2,500 07/20/06 12.4690
Buy 17,800 07/21/06 12.4443
Buy 5,800 07/24/06 12.5060
Buy 2,900 07/27/06 12.5984
Buy 3,500 07/31/06 12.6679
Buy 15,800 08/03/06 12.7165
Buy 4,600 08/04/06 12.7796
Buy 32,300 08/07/06 12.8032
Buy 10,100 08/08/06 12.8138
Buy 10,300 08/18/06 12.9016
Buy 10,600 08/22/06 12.9166
Buy 15,000 08/23/06 12.8922
Buy 47,200 08/24/06 12.9190
Buy 35,200 08/25/06 12.9495
I-5
Buy 6,900 08/30/06 13.0097
Buy 400 09/06/06 13.0400
Buy 10,300 09/07/06 12.9862
Buy 91,500 09/28/06 13.2500
Buy 17,300 01/24/07 14.1870
Buy 100,000 01/26/07 14.2501
Buy 10,500 01/29/07 14.2566
Buy 9,200 01/29/07 14.2376
Buy 22,100 01/31/07 14.3027
Buy 7,600 02/08/07 14.4463
Buy 8,300 02/09/07 14.4330
Buy 9,500 02/13/07 14.3683
Buy 5,300 03/12/07 14.4100
Buy 1,900 03/13/07 14.3403
BENCHMARK PLUS MANAGEMENT, L.L.C.
---------------------------------
None
ARTHUR D. LIPSON
----------------
None
SCOTT FRANZBLAU
---------------
None
ROBERT FERGUSON
---------------
None
MATTHEW CROUSE
--------------
None
THERE WERE NO TRANSACTIONS IN THE PREFERRED STOCK OF PBF BY THE GROUP
DURING THE PAST TWO YEARS.
I-6
SCHEDULE II
THE FOLLOWING TABLE IS DERIVED FROM THE FUND'S PROXY STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2007
SECURITY OWNERSHIP OF PBF
The table below sets forth the owners of each person known by Western to
be the beneficial owner of more than 5% of a class of the Fund's outstanding
stock as of the record date.
Number of
Common Shares
Owned
Name Share Class (rounded) Percentage Owned
---- ----------- ------------- ----------------
Cede & Co. Common 28,687,275(1)(2) 99.93
Citigroup Global Markets Inc. Series T7 122 5.19
Series TH28 57 2.43
Series F7 118 5.02
Merrill Lynch Series T7 2,131 90.68
Series TH28 2,099 89.23
Series F7 2,177 92.64
Deutsche Alex Brown Series TH28 194 8.26
Oppenheimer/Fahnestock Series T7 97 4.13
Series F7 55 2.34
(1) Included in this total are the 9.9% of Shares owned, as of the record date,
by a Group consisting of Western Investment LLC, Arthur D. Lipson, Western
Investment Hedged Partners L.P., Western Investment Activism Partners LLC,
Western Investment Total Return Master Fund Ltd., Benchmark Plus
Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark
Plus Management, L.L.C., Scott Franzblau, Robert Ferguson and Matthew S.
Crouse.
(2) According to a Schedule 13G joint filing dated February 12, 2007, QVT
Financial LP and QVT Financial GP LLC owned beneficially 2,753,212 Shares,
representing 9.59% of the class.
II-1
IMPORTANT
Tell your Board what you think! Your vote is important. No matter how many
Shares you own, please give Western your proxy FOR the election of Western's
Nominees by voting your Shares by telephone or Internet as described in the
enclosed GOLD proxy card or by signing and dating the enclosed GOLD proxy card,
and returning it in the postage-paid envelope provided.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the GOLD proxy
card representing your Shares. In addition, if you hold your shares in a
brokerage or bank account, your broker or bank may allow you to provide your
voting instructions by telephone or Internet. Please consult the materials you
receive from your broker or bank prior to authorizing a proxy by telephone or
Internet. Western urges you to confirm in writing your instructions to Western
in care of Innisfree M&A Incorporated at the address provided below so that
Western will be aware of all instructions given and can attempt to ensure that
such instructions are followed.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CALL:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
STOCKHOLDERS CALL TOLL-FREE AT: (877) 456-3510
BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833
II-2
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 27, 2007
PLEASE VOTE TODAY!
SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
V TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE V
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PREFERRED STOCK
GOLD PROXY
PIONEER TAX ADVANTAGED BALANCED TRUST
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE BOARD OF TRUSTEES OF PIONEER TAX ADVANTAGED BALANCED TRUST
IS NOT SOLICITING THIS PROXY
The undersigned appoints Arthur D. Lipson and Scott Franzblau, and each of them,
as the undersigned's attorneys and agents with full power of substitution to
vote all shares of preferred stock of Pioneer Tax Advantaged Balanced Trust (the
"Fund") which the undersigned would be entitled to vote if personally present at
the annual meeting of stockholders of the Fund scheduled to be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston Massachusetts 02109, on Friday June 8, 2007 at 11:00 a.m., and
including at any adjournments or postponements thereof and at any meeting called
in lieu thereof (the "Annual Meeting").
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of preferred stock of the Fund held by
the undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in the discretion of such attorneys and proxies and their
substitutes with respect to any other matters as may properly come before the
Annual Meeting. Mark each vote with an X in the box.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSAL ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1 AND
WILL NOT BE VOTED IN PROPOSALS 2A, 2B AND 2C.
This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
PIONEER TAX ADVANTAGED BALANCED TRUST
SOLICITATION OF PROXIES BY WESTERN INVESTMENT LLC
YOUR VOTE IS IMPORTANT
Please take a moment now to vote your shares of Pioneer Tax Advantaged
Balanced Trust preferred stock for the upcoming Annual Meeting of stockholders.
PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF THREE WAYS:
1. VOTE BY TELEPHONE - Please call toll-free from the U.S. or Canada at
_________________, on a touch-tone telephone. If outside the U.S. or Canada,
call ________________. Please follow the simple recorded instructions. You
will be required to provide the unique control number shown below.
OR
2. VOTE BY INTERNET - Please ACCESS ________________, and follow the simple
instructions. Please note you must type an "s" after http. You will be
required to provide the unique control number shown below.
------------------------------
CONTROL NUMBER:
------------------------------
--------------------------------------------------------------------------------
You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies to
vote your shares in the same manner
as if you had marked, signed and returned a proxy card.
--------------------------------------------------------------------------------
OR
3. VOTE BY MAIL - If you do not wish to vote by telephone or over the Internet,
please sign, date and return the GOLD proxy card in the envelope provided,
and mail to: Western Investment LLC, c/o Innisfree M&A Incorporated, FDR
Station, P.O. Box 5155, New York, NY 10150-5155.
V TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE V
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
GOLD PROXY CARD
PREFERRED STOCK
WESTERN INVESTMENT LLC, ("WESTERN") RECOMMENDS A VOTE FOR PROPOSAL NO. 1
1. PROPOSAL NO. 1: Western's proposal to elect its slate of trustee nominees,
each to hold office until the 2010 annual meeting of the Fund's stockholders
and until their successors are elected and qualify.
FOR ALL WITHHOLD AUTHORITY TO FOR ALL EXCEPT NOMINEE(S)
Nominees: NOMINEES VOTE FOR ALL NOMINEES EXCEPT WRITTEN BELOW
(01) Arthur D. Lipson [ ] [ ] _________________________
(02) Robert Ferguson _________________________
(03) Mathew S. Crouse _________________________
PROPOSAL NO. 2:
FOR AGAINST ABSTAIN
A. If proposed at the [ ] [ ] [ ]
meeting, a shareholder
proposal to adopt a
managed distribution
policy.
B. If proposed at the [ ] [ ] [ ]
meeting, a shareholder
proposal to change the
Fund's investment
objective to seek
capital appreciation
with current income as
a secondary objective.
C. If proposed at the [ ] [ ] [ ]
meeting, a shareholder
proposal to terminate
the investment
advisory agreement
between the Fund and
Prioneer Investment
Management, Inc.
3. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof, including voting on adjournment of the Annual Meeting with respect
to one or more matters in the discretion of the proxy holder.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
DATE:
-------------------------------
------------------------------------
(Signature)
------------------------------------
(Signature, if held jointly)
------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD INDICATE THE CAPACITY IN
WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED APRIL 27, 2007
PLEASE VOTE TODAY!
SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
V TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE V
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
COMMON STOCK
GOLD PROXY
PIONEER TAX ADVANTAGED BALANCED TRUST
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE BOARD OF TRUSTEES OF PIONEER TAX ADVANTAGED BALANCED TRUST
IS NOT SOLICITING THIS PROXY
The undersigned appoints Arthur D. Lipson and Scott Franzblau, and each of them,
as the undersigned's attorneys and agents with full power of substitution to
vote all shares of common stock of Pioneer Tax Advantaged Balanced Trust (the
"Fund") which the undersigned would be entitled to vote if personally present at
the annual meeting of stockholders of the Fund scheduled to be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston Massachusetts 02109, on Friday June 8, 2007 at 11:00 a.m., and
including at any adjournments or postponements thereof and at any meeting called
in lieu thereof (the "Annual Meeting").
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in the discretion of such attorneys and proxies and their
substitutes with respect to any other matters as may properly come before the
Annual Meeting. Mark each vote with an X in the box.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSAL ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1 AND
WILL NOT BE VOTED IN PROPOSALS 2A, 2B AND 2C.
This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
PIONEER TAX ADVANTAGED BALANCED TRUST
SOLICITATION OF PROXIES BY WESTERN INVESTMENT LLC
YOUR VOTE IS IMPORTANT
Please take a moment now to vote your shares of Pioneer Tax Advantaged
Balanced Trust common stock for the upcoming Annual Meeting of stockholders.
PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF THREE WAYS:
1. VOTE BY TELEPHONE - Please call toll-free from the U.S. or Canada at
_________________, on a touch-tone telephone. If outside the U.S. or Canada,
call ________________. Please follow the simple recorded instructions. You
will be required to provide the unique control number shown below.
OR
2. VOTE BY INTERNET - Please ACCESS ________________, and follow the simple
instructions. Please note you must type an "s" after http. You will be
required to provide the unique control number shown below.
------------------------------
CONTROL NUMBER:
------------------------------
--------------------------------------------------------------------------------
You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies to
vote your shares in the same manner
as if you had marked, signed and returned a proxy card.
--------------------------------------------------------------------------------
OR
3. VOTE BY MAIL - If you do not wish to vote by telephone or over the Internet,
please sign, date and return the GOLD proxy card in the envelope provided,
and mail to: Western Investment LLC, c/o Innisfree M&A Incorporated, FDR
Station, P.O. Box 5155, New York, NY 10150-5155.
V TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE V
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
GOLD PROXY CARD
COMMON STOCK
WESTERN INVESTMENT LLC, ("WESTERN") RECOMMENDS A VOTE FOR PROPOSAL NO. 1
1. PROPOSAL NO. 1: Western's proposal to elect its slate of trustee nominees,
each to hold office until the 2010 annual meeting of the Fund's stockholders
and until their successors are elected and qualify.
FOR ALL WITHHOLD AUTHORITY TO FOR ALL EXCEPT NOMINEE(S)
Nominees: NOMINEES VOTE FOR ALL NOMINEES EXCEPT WRITTEN BELOW
(01) Arthur D. Lipson [ ] [ ] _________________________
(02) Robert Ferguson
PROPOSAL NO. 2:
FOR AGAINST ABSTAIN
A. If proposed at the [ ] [ ] [ ]
meeting, a shareholder
proposal to adopt a
managed distribution
policy.
B. If proposed at the [ ] [ ] [ ]
meeting, a shareholder
proposal to change the
Fund's investment
objective to seek
capital appreciation
with current income as
a secondary objective.
C. If proposed at the [ ] [ ] [ ]
meeting, a shareholder
proposal to terminate
the investment
advisory agreement
between the Fund and
Prioneer Investment
Management, Inc.
3. To vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof, including voting on adjournment of the Annual Meeting with respect
to one or more matters in the discretion of the proxy holder.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
DATE:
-------------------------------
------------------------------------
(Signature)
------------------------------------
(Signature, if held jointly)
------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD INDICATE THE CAPACITY IN
WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.