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)
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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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 or about May 30, 2007, Western mailed the following letter to
stockholders of the Company:
WESTERN INVESTMENT'S HISTORY OF INCREASING
SHAREHOLDER VALUE
Dear Fellow Shareholder:
Western Investment and its affiliates currently own about 9.9% of the
outstanding shares of the Pioneer Tax Advantaged Balanced Trust. We are seeking
your support for the election of three nominees to the nine-member Pioneer board
at this year's annual meeting of shareholders. The annual meeting is the only
opportunity shareholders have to decide who will represent them and oversee the
management of their investment in the Trust. We are convinced that true
shareholder representation-the election of trustees with a meaningful ownership
interest in the Trust-is not only desirable, but necessary, given Pioneer's
apparent disregard for the interests of shareholders as described below.
The Trust has been managed in a way that fails to provide maximum value to
Pioneer shareholders. Consider the steep discount to the actual market value of
the securities underlying Trust shares at which the shares have traded almost
since the Trust's inception. This discount, which must be borne by any holder
selling Trust shares, has reached as high as 18.3% and, when coupled with the
mandatory sales charge initial holders paid when the shares were initially sold
by Pioneer, has resulted in lost value to some selling shareholders of over 20%.
An active and engaged board of trustees, dedicated to promoting the interests of
shareholders above all else, would not let such a situation develop, much less
continue. We are seeking election of a minority slate dedicated to helping to
ensure that Trust shareholders receive the protections they deserve and the
opportunity to have their investment fairly valued by the market. This is not
simple campaign rhetoric. Consider the other closed-end funds in which we have
become actively involved and look at each fund's prevailing discount to NAV
before and after our active involvement. The table on the reverse illustrates
the dramatic effect our involvement has had in decreasing these discounts.
We believe that the Trust's prevailing discount to NAV is not only unacceptable,
but also that it could be fixed by a board willing to put shareholders'
interests first. We are not proposing to liquidate or open-end the Trust. WE
BELIEVE THAT A MANAGED DISTRIBUTION POLICY, PROPERLY STRUCTURED AND EXECUTED,
CAN BOTH 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. The adoption of a reasonable and prudent managed distribution
policy would, we believe, immediately benefit all Pioneer shareholders. You may
ask yourself, as we have, why the existing trustees have not taken action to
reduce the discount. In answering this question, you should be aware that a
managed distribution policy reduces the manager's profit by potentially reducing
funds under management, the key amount upon which the manager's compensation is
based. Since the current trustees serve on the boards of, and are compensated
by, as many as 81 other Pioneer investment vehicles, we again ask ourselves, has
the current board acted in the best interest of shareholders?
With your support, our nominees, all experienced investors with outstanding
credentials, would work with their fellow trustees to see that measures to
reduce the discount to NAV are given serious consideration and, if deemed
advisable, prompt implementation.
In fact, both Institutional Shareholder Services, Inc. and Glass, Lewis
& Co., influential providers of voting advisory services to mutual funds and
other major institutional investors, have just recommended that clients vote
their common Pioneer shares for Western Investment's slate of trustee
nominees.
If you agree with us that the current situation, with your investment overseen
by trustees more beholden to Pioneer's management than to you, the shareholders,
is untenable, lend us your support today by following the easy instructions on
the enclosed GOLD proxy to vote by either phone or internet or by signing and
returning the GOLD proxy in the envelope provided.
Thank you for your support.
Regards,
/s/ Art Lipson
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Art Lipson
Western Investment LLC
WESTERN'S ACTIVISM - A SCOREBOARD
(DISCOUNT = 100% LESS SHARE PRICE/NET ASSET VALUE)
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Closed-end Largest NAV(Discount) Recent Resulting change
Fund in 12 months prior (Discount)/Premium in NAV following
to Western's active to NAV * Western's active
involvement involvement
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TY (17.6%) (5.2%) 12.4
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NRO (18.4%) (2.7%) 15.7
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NRI (17.9%) (3.2%) 14.7
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RIT (16.0%) 3.4% 19.4
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FVD (16.0%) 0% 16.0
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ZF (15.0%) 2.9% 17.9
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ZTR (14.1%) 18.4% 32.5
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* REPRESENTS LOWEST DISCOUNT OR HIGHEST PREMIUM SINCE WESTERN'S ACTIVE
INVOLVEMENT.
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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.