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:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
|X| 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)
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| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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Western Investment LLC ("Western"), together with the other with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission (the "SEC") relating to the
definitive proxy statement (the "Proxy Statement") and accompanying proxy cards
filed with the SEC on May 10, 2007 and to be used in connection with the annual
meeting of stockholders of Pioneer Tax Advantaged Balanced Trust (the "Company")
scheduled to be held on June 8, 2007 (the "Annual Meeting"), to solicit votes in
support of the election of Western's slate of director nominees at the Annual
Meeting. Western urges stockholders to read the Proxy Statement because it
contains important information.
On June 4, 2007, Western issued the following press release:
FOR IMMEDIATE RELEASE
WESTERN INVESTMENT CRITICIZES PIONEER STATEMENTS AS ATTEMPT
TO OBSCURE PBF'S BOTTOM 1% RANKING
URGES PIONEER SHAREHOLDERS TO VOTE THE GOLD PROXY CARD FOR ITS NOMINEES
NEW YORK, NY - JUNE 4, 2007 - Western Investment LLC ("Western
Investment"), in a statement issued today, urged shareholders of Pioneer Tax
Advantaged Balanced Trust (NYSE: PBF) to vote in favor of the election of
Western Investment's three nominees to the nine member Pioneer board at the
upcoming June 8, 2007 annual meeting of shareholders. Western Investment,
together with its affiliates, owns about 9.9% of PBF, and believes that true
shareholder representation-the election of trustees with a meaningful ownership
interest in PBF-is not only desirable, but necessary given PBF's management's
failure to achieve a fair market value for the shareholder assets they manage.
Western Investment urges shareholders to consider the following:
While PBF's share price performance has generally mirrored the broader market,
the relationship of that price to the value of the shareholder assets behind it
has been among the very worst in its industry. PBF's historically huge discount
to net asset value ('NAV") has often placed it in the bottom 1% of closed-end
funds. In other words, when PBF shareholders sell, they have at times received
less for their invested assets than holders in 99% of other similar closed-end
funds.
THIS HARMFUL DISPARITY CAN AND SHOULD BE ADDRESSED. THE FACT THAT IT HAS NOT IS
A FAILURE OF THE PBF BOARD AND A DISSERVICE TO PBF SHAREHOLDERS. SOMETHING MUST
BE DONE.
PBF's shares have generally traded at double-digit discounts to its NAV since
shortly after its inception, exceeding 18% in 2005.
PBF MANAGEMENT CHARACTERIZES THIS RECORD AS "ENJOYING SUCCESS UNDER THE
LEADERSHIP OF YOUR CURRENT TRUSTEES" AND EXPECTS YOU TO BELIEVE THEM. They go so
far as to highlight the recent narrowing of the deep discount as an
accomplishment, despite the fact that it has narrowed only after Western
Investment nominated an alternative slate of directors. We believe our presence
and active engagement have contributed greatly, if not completely, to this
improvement. Similar results have been achieved in other closed-end fund
situations where Western Investment has invested.
WESTERN INVESTMENT BELIEVES THE CURRENT BOARD IS UNABLE TO FOCUS ON ITS PRIMARY
PURPOSE: PROTECTING AND PROMOTING THE INTERESTS OF PBF SHAREHOLDERS ABOVE ALL
ELSE. That it has failed at this essential task is not surprising, given the
fact the current Trustees serve on, and are compensated by, as many as 80 other
Pioneer boards. It is time for active, engaged and independent shareholder
representation on PBF's Board. Western Investment offers that, and can achieve
it only with your vote on the GOLD proxy.
Western Investment believes that a managed distribution policy, properly
structured and executed, is one method to reduce the discount to NAV and provide
shareholders with an investment that they can depend upon to be fairly valued
should they want or need to sell their shares. Western Investment believes that
the Board must consider all viable options to reduce the discount to NAV.
Western Investment vehemently disagrees with the current Board's suggestion that
the best way to maximize value is to continue with management's plan to "CREATE
BROADER AWARENESS IN THE MARKET OF PBF'S RELATIVE YIELD ON AN AFTER-TAX BASIS."
This strategy has been in place for two years and, given the current state of
affairs, has been an abject failure. While Western Investment is not against
continuing these educational efforts, with PBF's historical high NAV discount,
we believe the Board should recognize that more must be done.
IT IS THE BOARD'S OBLIGATION TO SEARCH FOR AND ACT UPON ADDITIONAL WAYS TO
ENSURE A FAIR MARKET VALUE FOR PBF SHAREHOLDERS AND NOT TO SIMPLY WANDER FORWARD
WITH A FAILED BUSINESS-AS-USUAL PLAN. PBF SHAREHOLDERS DESERVE BETTER THAN
BOTTOM 1% RANKING.
Western Investment is nominating three highly qualified nominees who, if
elected, will work with the remaining Board members to consider, and if deemed
advisable, implement a plan that reasonably reduces the discount to NAV and
benefits all shareholders, as well as assessing the effectiveness of the current
investment strategy.
Shareholders should be aware that a managed distribution policy could impact the
manager's profit by potentially reducing funds under management, the key amount
upon which the manager's compensation is based; and keep in mind the fact that
the current Trustees are paid for their services not only by PBF, but by up to
80 other Pioneer Management run funds. We ask you to consider whose interests
they have served by NOT implementing a managed distribution policy.
Western Investment is not involved with any other dissident shareholder
proposals or slate of directors.
o Western Investment's interest in Pioneer is as Pioneer's largest
shareholder. WESTERN INVESTMENT HAS BEEN A SHAREHOLDER OF PBF FOR
OVER TWO YEARS.
o Western Investment's goal is to maximize the value of PBF shares,
which would benefit ALL shareholders. Western Investment has a
strong history of achieving this goal with other closed-end funds.
o PBF's Board has suggested that a vote for either Western
Investment's slate or the other dissident's slate is a vote for an
uncertain future. Western Investment not only disagrees with this
statement, but also believes that a vote for the incumbent trustees
is a vote to perpetuate a failed strategy.
Art Lipson, the managing member of Western Investment, a known leader in
the industry, the creator of, among other things, the Lehman Brothers bond
indices and one of Western Investment's director nominees, reminds shareholders
that "I and Western Investment's other nominees fully intend to work with our
fellow board members to improve PBF's performance and reduce or eliminate the
market discount to NAV. Since the Annual Meeting is only days away, I urge
shareholders to have their shares voted by following the internet or telephone
voting instructions on their GOLD proxy card. It is important for every
shareholder to know that even if you have already voted another proxy, you have
every right to change your mind and vote the GOLD card today. The LAST vote you
send in is the only one that will count, so please vote your shares today."
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IF YOU HAVE ALREADY RETURNED A WHITE OR GREEN PROXY,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE.
IF YOU HAVE ANY QUESTIONS ABOUT
HOW TO VOTE YOUR GOLD PROXY, PLEASE CONTACT:
INNISFREE M&A INCORPORATED
TOLL-FREE AT: (888) 750-5834
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CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT LLC
Western Investment LLC ("Western"), together with the other Participants
(as defined below), made a filing on May 10, 2007 with the Securities and
Exchange Commission (the "SEC") of a proxy statement (the "Proxy Statement") and
accompanying proxy cards to be used to, among other things, solicit votes in
support of the election of the Participants' slate of director nominees at the
annual meeting of Pioneer Tax Advantaged Balanced Trust (the "Company")
scheduled for June 8, 2007 (the "Annual Meeting").
Western advises all stockholders of the Company to read the Proxy
Statement and other proxy materials relating to the Annual Meeting as they
become available because they contain important information. Such proxy
materials are available at no charge on the SEC's web site at
http://www.sec.gov. In addition, the Participants in the solicitation will
provide copies of the proxy materials, without charge, upon request. Requests
for copies should be directed to the Participants' proxy solicitor, Innisfree
M&A Incorporated, at its toll-free number: (888) 750-5834 or by e-mail at:
mbrinn@innisfreema.com.
The Participants in the proxy solicitation are Western, Western Investment
Hedged Partners L.P., Arthur D. Lipson, 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 (the
"Participants"). Information regarding the Participants and their direct or
indirect interests is available in the Schedule 13D jointly filed with the SEC
on January 21, 2007, as subsequently amended on February 27, 2007 and March 19,
2007, and the Proxy Statement.