SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by 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))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Pioneer Tax Advantaged Balanced Trust
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(Name of Registrant as Specified in its Charter)
Ralph W. Bradshaw
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Name of Person(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)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies: _____________________________________________
(2) Aggregate number of securities to which transaction
applies: _____________________________________________
(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:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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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(4) Date Filed:
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PROXY STATEMENT IN OPPOSITION
TO SOLICITATION BY THE BOARD OF TRUSTEES OF THE
Pioneer Tax Advantaged Balanced Trust
ANNUAL MEETING OF SHAREHOLDERS
To be held on June 8, 2007
This proxy statement and the enclosed [GREEN] proxy card are being
furnished to holders of record on April 30, 2007 (the "Record Date")of
common shares of beneficial interest ("Common Shares") and preferred shares
of beneficial interest ("Preferred Shares") of Pioneer Tax Advantaged Balanced
Trust (the "Fund" or "PBF") by Ralph W. Bradshaw (the "Soliciting
Shareholder"), a shareholder of the Fund, in connection with the
solicitation of proxies by the Soliciting Shareholder for use at the
2007 Annual Meeting of Shareholders of the Fund (the "Meeting") 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 am and any adjournment or adjournments thereof.
The Soliciting Shareholder is soliciting a proxy to vote your shares at
the Meeting and at any and all adjournments or postponements of
the Meeting.
INTRODUCTION
This proxy statement and the enclosed [GREEN] proxy card are first being
sent to shareholders of the Fund on or about May 11, 2007, for the following
purposes:
(1) To elect three Trustees of the 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.; and
(2) To vote on three shareholder proposals described in the accompanying
proxy statement; and
(3) To vote on such other business as may come before the Annual
Meeting and any adjournment or postponement thereof.
With respect to these matters, the Soliciting Shareholder is
soliciting a proxy to vote your shares:
- FOR the election of the individuals whom the Soliciting
Shareholder intends to nominate for election as Trustees of the Fund.
- FOR the shareholder proposal to initiate a managed distribution policy.
- FOR the shareholder proposal to change the Fund's investment objective.
- ABSTAIN on the shareholder proposal to terminate the current investment
advisory agreement between the Fund and Pioneer Investment Management, Inc.
(Abstentions have the effect of a vote against this proposal)
How Proxies Will Be Voted
All of the proposals of the Soliciting Shareholder for a vote at the Meeting
are included in the enclosed [GREEN] proxy card. If you wish to vote
on any item, you may do so by completing and returning a [GREEN] proxy
card.
The affirmative vote of a plurality of the Common Shares 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 Shares 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. Proposals
2A and 2B are recommendations of the shareholders to the Board and, as such,
are advisory. Approval of Proposal 2C, 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.
If you return a [GREEN] proxy card to the Soliciting Shareholder or its
agent, your shares will be voted on each matter as you indicate. If
you do not indicate how your shares are to be voted on a matter, they
will be voted FOR the election of the nominees named in this proxy, FOR
the shareholder proposal to initiate a managed distribution policy, FOR
the shareholder proposal to change the Fund's investment objective, and
ABSTAIN on the shareholder proposal to terminate the current investment
advisory agreement. If any other proposals are introduced at the Meeting,
proxies will be voted by the Soliciting Shareholder in accordance with the
best interests of the shareholders,in the sole judgment and opinion of the
Soliciting Shareholder. The proxies may also temporarily decline to
attend the Meeting, thereby possibly preventing a quorum, in order to
solicit additional proxies or, if they deem it to be in the interest
of the shareholders, for any other legal reason. If you return a
properly signed and dated[GREEN]proxy card, you will be granting
the persons named as proxies discretionary authority to vote on
any other matters of which they are not now aware that may come
before the Meeting. These may include, among other things,
matters relating to the conduct of the Meeting and proposals
of other shareholders.
Voting Requirements
Only shareholders of record on the Record Date are entitled to vote
at the Meeting. According to the Fund's proxy dated April 24, 2007, there
were 28,706,981 issued and outstanding Common Shares of the Fund; and
2,350 Series T7, 2,350 Series F7, and 2,350 Series TH28 issued and
outstanding Preferred Shares of the Fund. Shareholders will be entitled
to one vote for each share held. Only shareholders of record at the close
of business on April 30, 2007, will be entitled to vote at the Meeting.
Broker non-votes(i.e., shares held by brokers or nominees as to which
(a) instructions have not been received from the beneficial owners or persons
entitled to vote and(b) the broker or nominee does not have discretionary
voting power on a particular matter) may possibly not be counted for
purposes of determining whether a quorum is present for purposes of
convening the Meeting. Outcomes of Proposals 2A and 2B are determined
by a majority of votes cast. Abstentions have the effect of a vote
against Proposal 2C. Nominees receiving the affirmative vote of a
plurality of the shares present and entitled to vote at the Meeting
will be elected to serve as Trustees of the Fund.
If a quorum is not present at the Meeting, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. The proxies may also propose an adjournment
for other reasons. An adjournment may require the affirmative vote
of a majority of those shares present at the Meeting in person or by
proxy. If such an adjournment of the Meeting is proposed, the persons
named as proxies on the [GREEN] proxy card will vote for or against
such adjournment in their discretion. The Soliciting Shareholder's
decision would prevail for [GREEN] proxies voted in the event of a
split decision by the two proxyholders named on the [GREEN] proxy card.
Revocation of Proxies
You may revoke any proxy you give to management or the Soliciting
Shareholder at any time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of the
Fund;
Execute and deliver a later dated proxy to the Soliciting
Shareholder or to the Fund or our respective agents; or
Vote in person at the Meeting. (Attendance at the Meeting will not
in and of itself revoke a proxy.)
There is no limit on the number of times you may revoke your proxy
prior to the Meeting. Only the latest dated, properly signed proxy
card will be counted.
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
The address of the Soliciting Shareholder is One West Pack Square,
Suite 1650, Asheville, NC 28801.
As of the Record Date, the Soliciting Shareholder held the
beneficial ownership of 401 Common Shares of the Fund.
Following is a schedule showing the purchases and sales of Common
Stock of the Fund by the Soliciting Shareholder within the past two
years.
Date Number of Shares Purchased
3/12/07 301
3/13/07 100
The Soliciting Shareholder has made the decision to give shareholders
a choice regarding the members of the Board of Trustees. In the Soliciting
Shareholder's opinion, shareholders are not being well served by actions of
the current Board.
There are no contracts, arrangements, or understandings of any kind
between the Soliciting Shareholder and any other person with respect
to how shares of the Fund owned by that person might be voted.
REASONS FOR THE SOLICITATION
For most of the Fund's life since its inception, Fund records show that its
shares have traded at a double-digit discount to its net asset value per
share ("NAV"). When trading at a discount to NAV, other closed-end funds
have taken a variety of steps to address this situation, including, for
example, tender offers, share repurchases, and/or managed distribution
policies. These steps have not always solved the discount to NAV
problem and there is no guarantee that adopting these would solve the
Fund's discount to NAV problem.
Over the years where the Fund has traded at double-digit discounts, the
Board could have overseen open-market share repurchases. These
could have given multiple benefits to shareholders by providing
liquidity in the market and by boosting NAV performance at the same
time. If that had not solved the discount problem, the Board could
have authorized tender offers for some or all of the Fund's shares
at NAV. Neither of these actions was taken by the Board.
The purpose of this proxy is to solicit your vote to elect Glenn W.
Wilcox, Sr., Andrew A. Strauss, and Ralph W. Bradshaw to the Board
of Trustees.
I believe that the election of Messrs. Wilcox, Strauss, and Bradshaw as
Trustees will provide shareholders with additional independent voices on
important matters affecting the Fund. Their backgrounds testify to the
fact that they will provide knowledge and experience in
dealing with issues that are important to the Fund and its shareholders.
Their election will give the Board new perspective and may help assure
that measures intended to benefit shareholders are more actively
considered.
The Soliciting Shareholder believes that the Fund and its shareholders
can and should be better served and advocates two initiatives to change the
Fund's operation. These initiatives are:
- changing the Fund's investment objective to seek capital
appreciation with current income as a secondary objective by
investing primarily in U.S. and non-U.S. companies; and
- initiating an aggressive managed distribution policy
("Aggressive Managed Distribution Policy")
Changing the investment objective would enable the investment advisor to
focus on total return. Though it would continue to allow the Fund to
hold tax-advantaged securities, this fundamental shift in focus would
significantly reduce the amount of income not subject to regular Federal
income tax. However, it would also expand the possibilities for
investment performance. Changing the investment objective may lead to
significant turnover in the Fund's portfolio, possibly resulting in
substantial tax consequences to the Fund's shareholders.
Over the long run, it has been the case that a well-managed,
diversified equity portfolio provides the best risk/reward
characteristics for many investors. Long-term equity returns are
generally higher than those for fixed income or balanced programs,
and favorable tax treatment on capital gains makes the net returns
even more desirable for taxable investors. However, the distributions
from conventional equity funds are usually sporadic, since dividend
income is relatively low, and the realization of capital gains is
unpredictable. Many investors are willing to accept the asset
volatility inherent in a well managed equity portfolio, but would
prefer to have a predictable and stable cash flow as well, for
reinvestment or other purposes.
In this regard, the Soliciting Shareholder contemplates an Aggressive
Managed Distribution Policy where shareholders would receive a regular,
but not assured, periodic cash payment. Under this policy, the Fund
would make continuous level monthly distributions of $0.20 per Common
Share that would initially represent approximately 15% of the net assets
of the Fund on an annualized basis but would be subject to the Board's
right to suspend, modify or terminate the Aggressive Managed
Distribution Policy at any time. There is, and can be, no assurance
that an Aggressive Managed Distribution Policy will close the Fund's
discount or, if this does occur, that it will persist over a longer term.
While shares of several funds with managed distribution policies continue
to trade at a discount to NAV, shares of several closed-end funds which
have effectively employed a similar aggressive managed distribution policy
are trading at premiums. There can be no assurances that the Fund would
not trade at a discount to NAV if a managed distribution policy were adopted.
These distributions would not be tied to income or capital gains and it is
likely that most of the distribution in any year could be classified for tax
purposes as a return-of-capital. To the extent that these distributions exceed
the current earnings of the Fund, the balance would be generated from sales of
portfolio securities held by the Fund, which would either be short-term or
long-term capital gains or a return-of-capital. To the extent these
distributions are not represented by net investment income and capital gains,
they would not represent yield or investment return on the Fund's investment
portfolio but rather a return-of-capital. The Fund's asset coverage
requirements may necessitate that the Fund modify or terminate the
Aggressive Managed Distribution Policy at some point in the future. A
return-of-capital could have negative tax consequences to the Fund's
shareholders.
Adoption of an Aggressive Managed Distribution Policy places restrictions on
portfolio activities and requires additional monitoring and
management skills. It is unknown whether or not the Fund's current investment
adviser would be willing to continue providing investment advisory services
to the Fund with the contemplated Aggressive Managed Distribution Policy in
place.
The long-term Aggressive Managed Distribution Policy would likely require
exemptive relief from the Securities and Exchange Commission ("SEC")
regarding relevant regulatory limitations on multiple capital gains
distributions. Appropriate disclosure will be provided if the
Aggressive Managed Distribution Policy is adopted for the Fund.
It is likely that an Aggressive Managed Distribution Policy could
be initiated soon after deliberation and action by the Board but,
because of the limited amount of publicly available information
concerning the financial position and ongoing portfolio activities
of the Fund, it is unclear if, or how long, the contemplated
Aggressive Managed Distribution Policy might be operated without
modification being required.
This type of exemptive relief had been granted to numerous closed-end
funds in the past until consideration by the SEC was suspended some years
ago. Recent press reporting indicates that the SEC expects to once
again consider new applications for this exemptive relief. There
can be no assurance that the Fund would obtain such exemptive relief
from the SEC within a certain time, if ever, or, if relief is
granted, that it would not require modification of any managed
distribution policy that might be proposed or in place. With or
without exemptive relief, it is likely that from time-to-time at
least part of the distributions could be classified for tax
purposes as a return-of-capital.
It is the opinion of the Soliciting Shareholder that Cornerstone Advisors, Inc.
("Cornerstone Advisors"), an investment advisory firm of which he is an owner,
would be better suited to implement an Aggressive Managed Distribution Policy
than the Fund's current investment adviser. The two closed-end funds
managed by Cornerstone Advisors each currently trade at premiums.
There can be no assurance that the value of Fund shares would rise to a
premium under the management of Cornerstone Advisors coupled with the
adoption of an Aggressive Managed Distribution Policy.
Though the Board could decide in the future to appoint as investment adviser,
or make a proposal that would have the effect of changing the investment
adviser to, Cornerstone Advisors, Inc. or another adviser, the Soliciting
Shareholder is not aware of a current intention by the Board to terminate
the Fund's relationship with its existing investment adviser or other
service providers. Any appointment of a new investment adviser would
separately require that shareholders approve the investment advisory
contract with that new adviser. It is unknown whether or not the
current investment adviser would decide to continue service to the
Fund under a Board that would include the Soliciting Shareholder's
nominees.
Shareholders may be concerned about the risk that the discount to
NAV for Fund shares might temporarily widen from present levels if
proposed changes were made. If the Soliciting Shareholder is elected to the
Board and shares of the Fund do not trade at a premium, the Soliciting
Shareholder commits to present to the Board by December 31, 2007, a proposal
to provide to shareholders an option to receive NAV for their shares. This
proposal might include, for example, a repurchase offer, an open-ending, a
liquidation, or a merger. Implementation of certain Board proposals may
require shareholder approval, and no assurance can be given that such approval
will be obtained. Depending on the proposal made, there may be tax
consequences to shareholders. Some Board proposals, such as liquidation,
repurchase offers, or open-market repurchases of Fund shares, would not
require shareholder approval. Cost of implementing this proposal, which
would be borne indirectly by shareholders, could be substantial.
If you share these goals, I urge you to vote, using the enclosed
[GREEN] proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give the Soliciting Shareholder your proxy,
you should consider the following information.
Even if these nominees are elected, there can be no assurance that
the full Board of Trustees will take any actions that any individual
may advocate or that such actions, if taken, will achieve their
intended goals.
Implementation of certain Board proposals may require shareholder
approval, and no assurance can be given that such approval will be
obtained. Some Board proposals would not require shareholder approval.
In addition, various costs, which would be borne indirectly
by shareholders, may be associated with certain actions, including but
not limited to those associated with holding a special meeting of
shareholders.
Changing the investment objective may require that the name of the Fund
also be changed.
Proposal 1 - ELECTION OF TRUSTEES
At the Meeting, shareholders will have the opportunity to elect three
individuals as Trustees of the Fund.
The Soliciting Shareholder intends to nominate Glenn W. Wilcox, Sr.,
Andrew A. Strauss, and Ralph W. Bradshaw for election as Trustees to fulfill
these positions. Each of Mr. Bradshaw and Mr. Strauss is elected by the
holders of Common and Preferred Shares. Mr. Wilcox 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.
For purposes of this proxy, the address for each Nominee is: c/o Ralph
W. Bradshaw, One West Pack Square, Suite 1650, Asheville, NC 28801.
Information about the nominees is as follows:
DIRECTORSHIPS HELD BY
PRINCIPAL OCCUPATION OVER NOMINEE FOR TRUSTEE
PAST 5 YEARS AND DATE OF BIRTH OUTSIDE OF FUND COMPLEX*
Glenn W. Wilcox, Sr.
DOB 12/31
Chairman of the Board and Chief Director of Wachovia
Executive Officer of Wilcox Travel Corp. WNC Regional
Agency, Inc. Advisory Board;
Director of Champion
Industries, Inc.;
Director of Cornerstone
Strategic
Value Fund, Inc. and
Cornerstone Total
Return Fund, Inc.
Andrew A. Strauss
DOB 11/53
Attorney and senior member of Director of Cornerstone
Strauss & Associates, P.A., Strategic Value Fund, Inc.
Attorneys; previous and Cornerstone Total
President of White Knight Return Fund, Inc.
Healthcare, Inc. and LMV
Leasing, Inc., a wholly owned
subsidiary of Xerox Credit
Corporation
Ralph W. Bradshaw
DOB 12/50
President, Cornerstone Advisors, Director of Cornerstone
Inc., investment adviser to Strategic
Cornerstone Strategic Value Fund Value Fund, Inc. and
and Cornerstone Total Return Fund; Cornerstone Total
Financial Consultant Return Fund, Inc.
*Upon election as Trustees, the Nominees would not
oversee any other registered investment company within the
PBF family of investment companies.
As of the date of this document, the dollar range of Common Shares
beneficially owned by each Nominee is as follows:
Aggregate Dollar
Range of Equity
Securities in Funds
that would be
Overseen by
Nominee in
Dollar Range of Equity the PBF
Family of
Name of Nominee Securities in PBF Investment
Companies*
---------------------- --------------------------- -------------
Ralph W. Bradshaw $0-$10,000 $0-$10,000
Andrew A. Strauss None None
Glenn W. Wilcox, Sr. None None
*Upon election as Trustees, the Nominees would not
oversee any other registered investment company within the
PBF family of investment companies.
These nominees and I have served individually
or together on the Boards of Directors of closed-end funds.
Each one of these nominees has worked to lead in serving the best
interests of the fund and its shareholders. During this time,
shareholders have been given opportunities to vote on a variety of
proposals, including for example, open-ending, liquidation, merger,
and modifying the investment focus. Sometimes the investment
adviser chose to stay, sometimes they chose to leave, and sometimes
they were replaced. Some proposals were initiated by the
Boards and some by shareholders, some passed and some did not.
Many of these required the approval of a majority of shares
outstanding. Regardless, these individuals sought the
will of the majority and followed it. Even years ago, these
directors were proactive in introducing managed distribution
policies, that were both aggressive and innovative, in part to
address discount problems. There are no assurances that if these
nominees are elected, the Fund would trade at a premium to NAV.
The two closed-end funds where we now jointly serve as directors
both currently trade at a premium.
Shareholders may be concerned about the risk that the discount to
NAV for Fund shares might temporarily widen from present levels if
proposed changes were made. If the Soliciting Shareholder is elected
to the Board and shares of the Fund do not trade at a premium, the
Soliciting Shareholder commits to present to the Board by December 31,
2007, a proposal to provide to shareholders an option to receive NAV
for their shares, as previously described.
Other than fees that may be payable by the Fund to its directors, the
nominees named above have no arrangement or understanding with any
person with respect to any future employment or any direct or indirect
business relationship by or with the Fund or any affiliate of the Fund.
The persons named as proxies in the enclosed [GREEN] proxy card intend,
in the absence of contrary instructions, to vote all proxies they are
entitled to vote FOR the election of the nominees named above.
Extensive information about the nominees has been presented to the
Fund for its review and each nominee has consented to stand for
election and to serve if elected. If any is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, designated by the Soliciting Shareholder.
Information regarding the persons now serving as directors and officers
of the Fund, and additional information regarding the Fund, are
contained in the Fund's proxy statement.
The Soliciting Shareholder recommends that shareholders vote FOR the
election of Glenn W. Wilcox, Sr., Andrew A. Strauss, and Ralph W.
Bradshaw as Trustees.
Proposal 2A, 2B, 2C - SHAREHOLDER PROPOSALS
The Fund was notified of the intention of the Soliciting Shareholder to
solicit proxies regarding and to bring the following Proposals 2A, 2B,
and 2C before the 2007 Annual Meeting.
Proposal 2A - Shareholders recommend that the Board of Directors adopt a
managed distribution policy that would pay a monthly distribution of $0.20
per share.
Proposal 2B - Shareholders recommend that the Fund's Investment Objective be
changed to seek capital appreciation with current income as a secondary
objective by investing primarily in U.S. and non-U.S. companies.
Proposal 2C - The investment advisory agreement between Pioneer Investment
Management, Inc. and the Fund shall be terminated.
Discussion of the issues surrounding Proposals 2A and 2B may be found in this
document under the section titled REASONS FOR THE SOLICITATION. These
Shareholder Proposals are, in the opinion of the Soliciting Shareholder, in
the best interest of the Fund and its shareholders. The Fund's shares have
long traded at substantial discount to the Fund's NAV. It is believed that
Proposals 2A and 2B will help maximize shareholder value. Proposals 2A and
2B are recommendations ofthe Shareholders to the Board and, as such, are
advisory. Regardless of the voting results, the Board may or may not choose
to act on these proposals.
The Soliciting Shareholder recommends that shareholders vote FOR Proposal 2A
and Proposal 2B.
Approval of Proposal 2C 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. Termination of the investment advisory
agreement may be subject to risks, including those from interruption in
operations, delay in selecting a new adviser, or management through the
transitional period. There also may be additional costs to the Fund which
might include those associated with conducting a special meeting of
shareholders.
The Soliciting Shareholder recommends that shareholders vote ABSTAIN on
Proposal 2C.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The Fund's proxy discloses that 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
------------------------------- ------------- ------------------ ---------
Cede & Co. Common 28,687,275(1) 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 89.32
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 According to a Schedule 13D, Western Investment Hedged Partners L.P., Western
Investment Activism Partners LLC and Western Investment Total Return Master
Fund Ltd. beneficially own 2.80% (810,739 shares), 2.90% (837,702 shares) and
0.05% (13,400 shares), respectively. These entities are controlled by Western
Investment LLC and Arthur D. Lipson who together share voting and dispositive
power over all 1,661,841 shares owned by these entities. In addition,
Benchmark Plus Institutional Partners, L.L.C. and Benchmark Plus Partners,
L.L.C. beneficially own 2.30% (650,560 shares) and 1.80% (514,400 shares),
respectively. According to a Schedule 13D, these two entities are controlled
by Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson and
Matthew Crouse who together share voting and dispositive power over all
1,164,960 shares owned by these two entities. All such persons have indicated
in such Schedule 13D that they are part of a group for purposes of Section
13(d)(3) of the Exchange Act.
Additionally, 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 of Common Shares representing 9.59% of the class.
The Soliciting Shareholder knows of no other person who owned of record
or beneficially more than 5% of the outstanding Common Shares or Preferred
Shares of the Fund that is not disclosed either above or in the Fund's
proxy statement.
THE SOLICITATION
Ralph W. Bradshaw, the Soliciting Shareholder, is making this
solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this proxy statement and the enclosed
[GREEN] proxy card to the beneficial owners of Common Shares or Preferred Shares
for whom they hold shares of record. The Soliciting Shareholder will
reimburse these organizations for their reasonable out-of-pocket
expenses.
The Soliciting Shareholder will bear all of the fees and expenses
related to this proxy solicitation. The amount of these costs is
expected to be approximately $20,000. The Soliciting Shareholder
will not seek reimbursement of these costs from the Fund.
Proxy solicitation will be made primarily by mail, but such
solicitation may also be made by telephone or personal interviews
conducted by the Soliciting Shareholder, by those named as proxyholders
in this statement, or by other representatives of the Soliciting
Shareholder.
The Soliciting Shareholder is not and, within the past year, has not
been a party to any contract, arrangement or understanding with any
person with respect to any securities of the Fund. In addition, there
is no arrangement or understanding involving the Soliciting Shareholder
that relates to future employment by the Fund or any future transaction
with the Fund. Finally, neither the Soliciting Shareholder nor, to his
knowledge, any of his associates have any arrangement or understanding
with any person with respect to the future employment by the Fund of
Cornerstone Advisors, Inc. as an investment adviser or with respect
to any future transactions involving the merger or reorganization of
the Fund, or the sale of a substantial part of the Fund's assets to,
Cornerstone Advisors, Inc. or funds managed by Cornerstone Advisors,
Inc.
If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please
contact the Soliciting Shareholder at 828-210-8184.
ADDITIONAL PROPOSALS
The Soliciting Shareholder knows of no business that will be presented
for consideration at the Meeting other than that set forth in this
proxy statement and in the Fund's proxy statement. If any other
matters are properly presented for consideration at the Meeting, it is
the intention of each of the persons named as proxies on the enclosed
[GREEN] proxy card to vote in accordance with his own best judgment on
such matters.
The date by which a shareholder must submit a proposal to be presented
at the 2008 Annual Meeting of Shareholders is set forth in the Fund's
proxy statement.
Dated: May 11, 2007
[PROXY CARD]
PROXY CARD
PROXY SOLICITED IN OPPOSITION
TO THE BOARD OF TRUSTEES OF
PIONEER TAX ADVANTAGE BALANCED TRUST
BY RALPH W. BRADSHAW,
A SHAREHOLDER OF
PIONEER TAX ADVANTAGE BALANCED TRUST
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 8, 2007
The undersigned Shareholder(s) of Preferred Shares of Pioneer Tax Advantaged
Balanced Trust (the "Fund") hereby appoints Ralph W. Bradshaw (the "Soliciting
Shareholder") and Gary A. Bentz, and each of them, as the undersigned's
proxies,("Proxyholders"), with full power of substitution, to attend the
Annual Meeting of Shareholders and to vote all Preferred Shares
of the Fund which the undersigned is entitled to vote at the Annual
Meeting of Shareholders 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 am, and any adjournment or adjournments
thereof. Properly executed proxies will be voted (or the vote on such matters
may be withheld on specific matters) in accordance with instructions appearing
on the proxy. Please refer to the Proxy Statement for a discussion of the
proposals.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. To elect Glenn W. Wilcox, Sr., Andrew A. Strauss, and Ralph W. Bradshaw
as Trustees of the Fund.
Glenn W. Wilcox, Sr. FOR THE NOMINEE [ ] WITHHOLD [ ]
Andrew A. Strauss FOR THE NOMINEE [ ] WITHHOLD [ ]
Ralph W. Bradshaw FOR THE NOMINEE [ ] WITHHOLD [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE FOR THE ELECTION OF THESE
NOMINEES
2A. A shareholder proposal to adopt a managed distribution policy.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER RECOMMENDS A VOTE "FOR" PROPOSAL 2A.
2B. A shareholder proposal to change the
Fund's investment objective to seek capital appreciation with
current income as a secondary objective.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER RECOMMENDS A VOTE "FOR" PROPOSAL 2B.
2C. A shareholder proposal to terminate the
investment advisory agreement between the Fund and Pioneer
Investment Management, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER RECOMMENDS A VOTE "ABSTAIN" PROPOSAL 2C.
(Abstentions have the effect of a vote against this proposal)
3. To vote and otherwise represent the undersigned on any other matter
that may properly come before the meeting or any adjournment or
postponement thereof in the discretion of the proxy holder.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED
MAY 11, 2007, OF RALPH W. BRADSHAW AND THE UNDERSIGNED HEREBY REVOKES ANY
PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER
HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE
HEREOF.
(IMPORTANT - PLEASE SIGN, PRINT NAME, AND FILL IN DATE AND NUMBER OF SHARES)
This proxy card is provided by Ralph W. Bradshaw, a shareholder of the Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate
name by the President or other duly authorized officer. If a partnership,
please sign in partnership name by authorized person.
SIGNATURE(S)_____________________________________________Dated:____________
PRINT NAME _____________________________________________NUMBER OF SHARES ___
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity
should include their names and the capacity in which they sign.
[PROXY CARD]
PROXY CARD
PROXY SOLICITED IN OPPOSITION
TO THE BOARD OF TRUSTEES OF
PIONEER TAX ADVANTAGE BALANCED TRUST
BY RALPH W. BRADSHAW,
A SHAREHOLDER OF
PIONEER TAX ADVANTAGE BALANCED TRUST
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 8, 2007
The undersigned shareholder(s) of Common Shares of Pioneer Tax Advantaged
Balanced Trust (the "Fund") hereby appoints Ralph W. Bradshaw (the
"Soliciting Shareholder") and Gary A. Bentz, and each of them, as the
undersigned's proxies,("Proxyholders"), with full power of substitution,
to attend the Annual Meeting of Shareholders and to vote all Common Shares
of the Fund which the undersigned is entitled to vote at the Annual
Meeting of Shareholders 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 am, and any adjournment or adjournments
thereof. Properly executed proxies will be voted (or the vote on such matters
may be withheld on specific matters) in accordance with instructions appearing
on the proxy. Please refer to the Proxy Statement for a discussion of the
proposals.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. To elect Andrew A. Strauss and Ralph W. Bradshaw
as Trustees of the Fund.
Andrew A. Strauss FOR THE NOMINEE [ ] WITHHOLD [ ]
Ralph W. Bradshaw FOR THE NOMINEE [ ] WITHHOLD [ ]
THE SOLICITING SHAREHOLDER URGES YOU TO VOTE FOR THE ELECTION OF THESE
NOMINEES
2A. A shareholder proposal to adopt a managed distribution policy.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER RECOMMENDS A VOTE "FOR" PROPOSAL 2A.
2B. A shareholder proposal to change the
Fund's investment objective to seek capital appreciation with
current income as a secondary objective.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER RECOMMENDS A VOTE "FOR" PROPOSAL 2B.
2C. A shareholder proposal to terminate the
investment advisory agreement between the Fund and Pioneer
Investment Management, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE SOLICITING SHAREHOLDER RECOMMENDS A VOTE "ABSTAIN" PROPOSAL 2C.
(Abstentions have the effect of a vote against this proposal)
3. To vote and otherwise represent the undersigned on any other matter
that may properly come before the meeting or any adjournment or
postponement thereof in the discretion of the proxy holder.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED
MAY 11, 2007 OF RALPH W. BRADSHAW AND THE UNDERSIGNED HEREBY REVOKES ANY
PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER
HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE
HEREOF.
(IMPORTANT - PLEASE SIGN, PRINT NAME, AND FILL IN DATE AND NUMBER OF SHARES)
This proxy card is provided by Ralph W. Bradshaw, a shareholder of the Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate
name by the President or other duly authorized officer. If a partnership,
please sign in partnership name by authorized person.
SIGNATURE(S)_____________________________________________Dated:____________
PRINT NAME _____________________________________________NUMBER OF SHARES ___
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity
should include their names and the capacity in which they sign.