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:
[ x ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material 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):
______________________________________________________
(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:
_______________________________________
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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 xxx, 2007
This proxy statement and the enclosed [GREEN] proxy card are being
furnished to holders of record on XXX (the "Record Date")of shares of
common stock and preferred stock 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 XXX 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 xxx, 2007, for the following
purposes:
(1) To elect three Trustees of the Fund; and
(2) 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.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund 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.
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. 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 [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 xxx, there were xxx
issued and outstanding shares of common stock of the Fund and xxx issued
and outstanding shares of preferred stock of the Fund. Shareholders will be
entitled to one vote for each share held. Only shareholders of record at the
close of business on xxx, will be entitled to vote at the Meeting.
Once this contest is established, "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 not be counted for purposes of determining
whether a quorum is present for purposes of convening the Meeting.
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.
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 shares of Common Stock 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. Though these steps may be beneficial to shareholders, they
reduce the assets in the fund, and therefore the management fees to the
fund's adviser, so they may not be adequately considered by some fund
boards.
Over the years where the Fund has traded at double-digit discounts, the
Board could have overseen open-market share repurchases. These
would 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 a great body of 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. Each is committed to following the will of the
shareholders.
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
("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, it would also expand the possibilities
for investment performance. 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.
The Soliciting Shareholder contemplates a Managed Distribution Policy where
shareholders would receive a regular, but not assured, periodic cash payment.
Under this policy, the Fund would make monthly distributions of $0.20 per
share of common stock that would 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 Managed Distribution Policy at any time.
There is, and can be, no assurance that a Managed Distribution Policy will
close the Fund's discount or, if this does occur, that it will persist over
a longer term. Shares of several closed-end funds which have effectively
employed a Managed Distribution Policy are trading at premiums to their NAV.
Adoption of a 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 Managed Distribution Policy in
place. It is also unknown whether or not the Fund's current investment adviser
would be willing or able to effectively manage the portfolio within the
limitations imposed by a Managed Distribution Policy.
The long-term 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
Managed Distribution Policy is adopted for the Fund. It is likely that
a 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 Managed Distribution
Policy might be operated without modification being required.
This type of 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.
The Soliciting Shareholder believes that Cornerstone Advisors, Inc., an
investment advisory firm with which he is affiliated, would be better suited
to implement a managed distribution policy and a new investment focus for the
Fund than the current investment adviser. 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. It is unknown whether or not the current
investment adviser would decide to continue service to the Fund under a Board
that would include these 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 above NAV, the Soliciting Shareholder
commits to present to the Board by xxx, a proposal to provide to shareholders
an option to receive NAV for their shares.
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. However, these nominees, if elected, will create
a group of Fund trustees committed to follow the will of the
shareholders.
Implementation of certain Board actions may require shareholder
approval, and no assurance can be given that such approval will be
obtained. 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.
If the Nominees named in this proxy were not elected to serve as Trustees
of the Fund, there could be no assurance that the proposals discussed in
this proxy would be adopted or even considered or that the Board would
propose other options to address the Fund's discount problem.
Changing the investment objective may require that the name of the Fund
also be changed.
As described in this proxy, shareholders are given the opportunity to vote
on the election of Trustees. Voting FOR the Nominees named in this proxy
should be understood as supporting both a change in the investment objective
of the Fund and the establishment of a Managed Distribution Policy for the Fund.
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.
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 xxx, the dollar range of shares of Common Stock
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.
For a number of years, these nominees and I have served individually
or together on the Boards of Directors of several 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. The two closed-end funds where we now
jointly serve as directors both currently trade at a premium to
their NAV.
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 above NAV, the Soliciting
Shareholder commits to present to the Board by xxx, a proposal to provide
to shareholders an option to receive NAV for their shares.
The Fund pays no compensation to the Fund's officers. 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.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The Fund's proxy discloses that as of the dates indicated, based
solely on information obtained from filings made on the
SEC's EDGAR website, the following persons owned beneficially or of
record 5% or more of the Fund's shares.
NUMBER OF PERCENTAGE
SHARES OF
NAME AND ADDRESS BENEFICIALLY OWNERSHIP
OWNED DATE
---------------- ----------- -------- --------
xxx
The Soliciting Shareholder knows of no other person who owned of record
or beneficially more than 5% of the outstanding Common Stock of the
Fund that is not disclosed 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 shares of Common Stock
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 xxx. 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 proxies
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: xxx, 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 XXX, 2007
The undersigned 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 of Pioneer Tax Advantaged Balanced Trust
(the "Fund") and to vote all shares of Common Stock and Preferred Stock
of the Fund which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held at xxx, on xxx, 2007 at xxx, 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
ANY AND ALL OTHER PROPOSALS WILL BE VOTED BY THE PROXYHOLDERS IN THE
BEST INTERESTS OF STOCKHOLDERS AS DETERMINED BY THE SOLE JUDGMENT OF
THE PROXYHOLDERS AT THE TIME OF THE MEETING. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED xxx, 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.