UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Pioneer Tax Advantaged Balanced Trust
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
72388R101
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(CUSIP Number)
Arthur D. Lipson
Western Investment LLC
7050 S. Union Park Center, Ste. 590
Midvale, UT 84047
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), (f) or (g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. - 72388R101
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 1,646,041 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,646,041 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,646,041 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARTHUR D. LIPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,646,041
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,646,041
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,646,041
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 793,939
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 793,939
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 793,939
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 837,702
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 837,702
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 837,702
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
OO
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 13,400 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,400 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 13,400 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON*
CO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 650,560
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 650,560
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 650,560
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 507,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 507,200
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 507,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS MANAGEMENT, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,157,760
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,157,760
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,157,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FERGUSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,157,760
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,157,760
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,157,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT FRANZBLAU
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,157,760
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,157,760
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 1,157,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON*
IN
The following constitutes Amendment No. 1 ("Amendment No. 1") to the
Schedule 13D filed by the undersigned. This Amendment No. 1 amends the
Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Western Investment LLC, a Delaware
limited liability company ("WILLC"), Arthur D. Lipson, Western
Investment Hedged Partners L.P., a Delaware limited partnership ("WIHP"),
Western Investment Activism Partners LLC, a Delaware limited liability company
("WIAP"), Western Investment Total Return Master Fund, Ltd., a Cayman Islands
corporation ("WITR"), Benchmark Plus Institutional Partners, L.L.C., a Delaware
limited liability company ("BPIP"), Benchmark Plus Partners, L.L.C, a Delaware
limited liability company ("BPP"), Benchmark Plus Management, L.L.C., a
Delaware limited liability company ("BPM"), Scott Franzblau and Robert
Ferguson. Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons." WILLC provides recommendations from
time to time to BPIP and BPP with respect to purchases and sales of Shares of
the Issuer, pursuant to an oral agreement between WILLC and BPIP and between
WILLC and BPP. Each of WILLC, Mr. Lipson, WIHP, WIAP and WITR disclaims
beneficial ownership of the Shares beneficially owned by BPIP, BPP, BPM, Mr.
Franzblau and Mr. Ferguson and the existence of a group for Section 13(d)
purposes. Each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson disclaims
beneficial ownership of the Shares beneficially owned by the other Reporting
Persons and the existence of a group for Section 13(d) purposes. Each of the
Reporting Persons is party to that certain Joint Filing Agreement as further
described in Item 6. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
WILLC has sole voting and investment power over WIHP's, WIAP's and WITR's
security holdings and Mr. Lipson, in his role as the managing member of WILLC,
controls WILLC's voting and investment decisions. BPM is the managing member
of BPIP and BPP and Messrs. Franzblau and Ferguson, in their role as managing
members of BPM, have sole voting and investment control over BPIP's and BPP's
security holdings.
(b) The principal business address of WILLC, Mr. Lipson, WIHP, WIAP and
WITR is 7050 S. Union Park Center, Suite 590, Midvale, UT 84047. The
officers and directors of WITR are set forth on Schedule B and incorporated
by reference in this Item 2.
The principal business address of BPIP, BPP, BPM, Mr. Franzblau, and Mr.
Ferguson is 820 A Street, Suite 700, Tacoma, WA 98402.
(c) The principal business of WILLC is acting as the general partner,
managing member and investment manager of WIHP, WIAP and WITR, respectively.
The principal occupation of Arthur D. Lipson is acting as managing member of
WILLC. The principal business of WIHP, WIAP and WITR is acquiring, holding
and disposing of investments in various companies.
The principal business of BPIP and BPP is acquiring, holding and disposing
of investments in various companies. The principal business of BPM is
acting as the managing member of BPIP and BPP. The principal occupation of
each of Scott Franzblau and Robert Ferguson is acting as a managing member
of BPM.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Messrs. Lipson, Franzblau, and Ferguson are citizens of the
United States of America.
Item 3 is hereby amended and restated as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 1,646,041 Shares beneficially
owned by WILLC is approximately $22,993,657. The Shares beneficially
owned by WILLC consist of 1,000 Shares that were acquired with WILLC's
working capital, 793,939 Shares that were acquired with WIHP's working
capital, 837,702 Shares that were acquired with WIAP's working capital and
13,400 Shares that were acquired with WITR's working capital. The aggregate
purchase price of the 1,157,760 Shares beneficially owned by BPM is
approximately $15,700,105. The Shares beneficially owned by BPM consist of
650,560 Shares that were acquired with BPIP's working capital and 507,200
Shares that were acquired with BPP's working capital.
Item 5 is hereby amended and restated as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate percentage of Shares reported owned by each person named
herein is based upon 28,706,981 Shares outstanding as of November 30, 2006,
as reported in the Issuer's Form N-CSR filed with the Securities and Exchange
Commission on February 6, 2007.
As of the close of business on February 23, 2007, WIHP, WIAP, WITR, BPIP and
BPP beneficially owned 793,939, 837,702, 13,400, 650,560, and 507,200 Shares,
respectively, representing approximately 2.8%, 2.9%, less than 0.1%, 2.3%,
and 1.8%, respectively, of the Shares outstanding. WILLC beneficially owned
1,646,041 Shares, constituting approximately 5.7% of the Shares outstanding.
Mr. Lipson beneficially owned 1,646,041 Shares, constituting approximately
5.7% of the Shares outstanding.
As the general partner, managing member and investment manager of WIHP, WIAP
and WITR, respectively, WILLC may be deemed to beneficially own the 1,645,041
Shares beneficially owned in the aggregate by WIHP, WIAP and WITR, in addition
to 1,000 Shares owned directly by WILLC. As the managing member of WILLC, Mr.
Lipson may be deemed to beneficially own the 1,646,041 Shares beneficially
owned by WILLC. As the managing member of BPIP and BPP, BPM may be deemed to
beneficially own the 1,157,760 Shares beneficially owned in the aggregate by
BPIP and BPP. As the managing members of BPM, Messrs. Franzblau and Ferguson
may be deemed to beneficially own the 1,157,760 Shares beneficially owned by
BPM.
(b) Mr. Lipson is deemed to have sole voting and dispositive power over the
Shares reported as beneficially owned by WILLC by virtue of his position as
described in paragraph (a). Each of WILLC 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 as described in
paragraph (a). Neither WILLC, Mr. Lipson, WIHP, WIAP nor WITR has voting or
dispositive control over the Shares beneficially owned by BPIP, BPP, BPM, Mr.
Franzblau or Mr. Ferguson.
Each of BPM, Mr. Franzblau and Mr. Ferguson is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by BPIP and
BPP by virtue of their respective positions as described in paragraph (a).
Neither BPIP, BPP, BPM, Mr. Franzblau nor Mr. Ferguson has voting or
dispositive control over the Shares beneficially owned by the other Reporting
Persons.
(c) Schedule A annexed hereto lists all transactions by the Reporting Persons
in the Issuer's Common Stock effected since the filing of the initial
Schedule 13D filed by the Reporting Persons on January 26, 2007. All of such
transactions were effected in the open market.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6 is hereby amended to add the following:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On February 23, 2007, the Reporting Persons entered into a Joint Filing
Agreement (the "Joint Filing Agreement") with respect to the Shares of
the Issuer. The Joint Filing Agreement replaces the Joint Filing
Agreement dated January 26, 2007, previously entered into by the
Reporting Persons (other than WITR). A copy of this agreement is
attached hereto and incorporated herein by reference.
Item 7 is hereby amended to add the following exhibit:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement by and among 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, and Robert Ferguson,
dated February 23, 2007.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 23, 2007
WESTERN INVESTMENT LLC
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS L.P.
By: Western Investment LLC,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment LLC,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD
By: Western Investment LLC,
its Investment Manager
By: /s/ Arthur D. Lipson, Managing Member
/s/ Arthur D. Lipson
___________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
BENCHMARK PLUS PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
/s/ Robert Ferguson
___________________
ROBERT FERGUSON
/s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
SCHEDULE A
Transaction Code Quantity Trade Date Price
WITR Buy 13,400 02/23/2007 $14.4749
BPP Buy 9,200 01/29/2007 $14.2376
Buy 10,500 01/29/2007 $14.2566
Buy 22,100 01/31/2007 $14.3027
Buy 7,600 02/08/2007 $14.4463
Buy 8,300 02/09/2007 $14.4330
Buy 9,500 02/13/2007 $14.3683
BPIP Buy 9,300 01/29/2007 $14.2376
Buy 10,600 01/29/2007 $14.2565
Buy 58,260 01/30/2007 $14.2747
Buy 14,500 02/06/2007 $14.4187
Buy 5,600 02/07/2007 $14.4368
Buy 9,500 02/13/2007 $14.3683
Buy 45,200 02/14/2007 $14.4563
Buy 9,700 02/15/2007 $14.4441
Buy 8,500 02/16/2007 $14.4542
Buy 11,200 02/20/2007 $14.4950
Buy 12,200 02/21/2007 $14.4725
Buy 9,400 02/22/2007 $14.4661
Buy 15,800 02/23/2007 $14.4591
WILLC NONE
WIHP NONE
WIAP NONE
BPM NONE
Mr. Lipson NONE
Mr. Franzblau NONE
Mr. Ferguson NONE
SCHEDULE B
Directors and Officers of Western Investment Total Return Master Fund Ltd.
Name and Principal Occupation Principal Business
Position Address
Don M. Seymour, Businessperson, dms Management Ltd.
Director dms Management Ltd. PO Box 31910SMB
George Town, Grand
Cayman, Cayman
Islands
David Bree, Businessperson, dms Management Ltd.
Director dms Management Ltd. PO Box 31910SMB
George Town, Grand
Cayman, Cayman
Islands
Gwyneth Rees, Attorney-at-Law PO Box 265GT
Director Grand Cayman,
Cayman Islands
Ian Gobin, Attorney-at-Law, PO Box 265GT
Director Grand Cayman,
Cayman Islands
J.D. Clark & Co., Trust Company 2425 Lincoln Ave.
Secretary Ogden, UT 84401
Bank of Butterfield Company PO Box 705GT
International Grand Cayman,
(Cayman) Ltd. Cayman Islands
Assistant Secretary
EXHIBIT INDEX
Exhibit
-------
1. Joint Filing Agreement by and among 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 and Robert Ferguson,
dated February 23, 2007.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named
below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D dated February 23, 2007 (including
further amendments thereto) with respect to the Common Stock of
Pioneer Tax Advantaged Balanced Trust. This Joint Filing
Agreement shall be filed as an Exhibit to such Statement and
shall replace that certain Joint Filing Agreement dated January
26, 2007 previously entered into by the undersigned (other than
Western Investment Total Return Master Fund Ltd.)
Dated: February 23, 2007
WESTERN INVESTMENT LLC
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS L.P.
By: Western Investment LLC,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment LLC,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD
By: Western Investment LLC,
its Investment Manager
By: /s/ Arthur D. Lipson, Managing Member
/s/ Arthur D. Lipson
____________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
BENCHMARK PLUS PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
/s/ Robert Ferguson
___________________
ROBERT FERGUSON
/s/ Scott Franzblau
___________________
SCOTT FRANZBLAU