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)) |X| Definitive Proxy Statement | | Definitive Additional Materials | | Soliciting Material Under Rule 14a-12 PIONEER TAX ADVANTAGED BALANCED TRUST - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) 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 - -------------------------------------------------------------------------------- (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: - -------------------------------------------------------------------------------- (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): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- WESTERN INVESTMENT LLC May 10, 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 as proposed by a PBF stockholder and 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 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 May 10, 2007. IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY PBF'S MANAGEMENT OR THE PROPOSING STOCKHOLDER TO PBF OR THE PROPOSING STOCKHOLDER, RESPECTIVELY, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD. 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. - -------------------------------------------------------------------------------- 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: (888) 750-5834 Banks and Brokers Call Collect at: (212) 750-5833 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLEASE BE ADVISED: o OUR INTERESTS ARE ALIGNED WITH YOURS (page 4) o PBF'S PERSISTENT DOUBLE-DIGIT NAV DISCOUNT IS UNACCEPTABLE (page 4) o PBF'S BOARD HAS FAILED TO TAKE EFFECTIVE ACTION TO REDUCE THE NAV DISCOUNT (page 5) - -------------------------------------------------------------------------------- ------------------------- PROXY STATEMENT OF WESTERN INVESTMENT LLC ------------------------- PLEASE VOTE YOUR SHARES TODAY 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 May 10, 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 as proposed by a PBF stockholder (the "proposing stockholder") and 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 OTHER THAN AS DESCRIBED HEREIN. 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 BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY. IF YOU HAVE ALREADY GIVEN A PROXY TO PBF'S MANAGEMENT OR TO THE PROPOSING STOCKHOLDER, YOU MAY REVOKE THAT PROXY AND VOTE IN FAVOR OF WESTERN'S NOMINEES BY VOTING YOUR SHARES 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 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 or the proposing stockholder to PBF or the proposing stockholder, respectively, you have every right to change your vote by signing, dating and returning the enclosed GOLD proxy card. Only your latest dated proxy card counts! YOU MAY VOTE YOUR SHARES 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 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: (888) 750-5834 BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833 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 market price which is a discount to NAV 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 required to pay a 4.5% sales load to purchase the shares, thereby further harming investment returns. Accordingly, after giving effect to the initial commission, for those stockholders purchasing PBF shares upon its offering, 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, which was paid to the underwriter; stockholders, 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 PBF's Board has failed to take significant action to reduce the NAV discount. 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 monthly dividend and/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 ("Stockholder Proposal 1"); (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 ("Stockholder Proposal 2"); and (iii) that the investment advisory contract between the Fund and Pioneer Investment Management, Inc. be terminated ("Stockholder Proposal 3" and with Stockholder Proposals 1 and 2 the "Stockholder Proposals"). 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 the Stockholder 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 and fractional Shares are entitled to a proportionate fractional 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 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 , to abstain from voting for the Stockholder Proposals 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, Stockholder Proposals 1 and 2 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 Stockholder Proposal 3 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. According to the Fund's proxy statement, abstentions have no effect on the voting in Stockholder Proposals 1 and 2 and have the effect of a vote against Stockholder Proposal 3. 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 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 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 $25,000, 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 40 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 $100,000. Western estimates that through the date hereof, its expenses in connection with this Solicitation are approximately $25,000. 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. The voting power of each participant named herein equals the beneficial ownership of such participant. 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 May 10, 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 IN THE LAST 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 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: (888) 750-5834 BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833 II-2 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 ABSTAIN FROM VOTING ON 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: VOTE BY MAIL - 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. 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 ABSTAIN FROM VOTING ON 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: VOTE BY MAIL - 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.
- Company Dashboard
- Filings
-
DEFC14A Filing
Western Investment Inactive DEFC14AProxy in contested solicitation
Filed: 10 May 07, 12:00am