Victory Pioneer ILS Fund: Dec 2, 2026 Repurchase Offer

What the October 27, 2026 notice says

The fund was organized on July 15, 2014, began operations on December 22, 2014 and was renamed from Pioneer ILS Interval Fund on March 1, 2026 (semiannual report for April 30, 2026). The notice, signed by an assistant secretary, tells shareholders: “If you are not interested in selling your Fund shares at this time, you do not have to do anything and can disregard this notice.”

Three details matter. First, the price is set on December 16, not on the date you send the form, and the NAV can move in both gaps. Second, a tendered share still earns dividends declared through December 16, 2026, so the deadline does not cut off income. Third, the notice says the pricing date may be earlier than the one in the table, so watch for a change.

47 offers, 46 notices, 45 results

Every quarter since April 2015 the fund has offered to buy back shares. The EDGAR list shows 46 Form N-23C3A notices; the annual reports list 47 offers, because the offer that began on October 16, 2015 has no notice in the fund’s EDGAR filing list. The results come from the notes to the annual and semiannual reports (Form N-CSR and N-CSRS). The reports label the percentage column “Percentage of Shares Tendered” (older reports) or “Percentage of Shares Tendered That Were Repurchased” (since 2024); in every row it equals the shares tendered divided by the shares offered (our arithmetic), so we call it tendered as a percent of the amount offered. A figure under 100% means everything tendered fit in the offer.

Notes on the table. The 12% offers are 10% plus the extra 2% the fund chose to add; the annual reports footnote that it “repurchased an additional 2% of the outstanding shares of the Fund” to meet requests. For offers from October 2024 to October 2025 the source is the January 2026 annual report; for January and April 2026 it is the semiannual report for April 30, 2026, which gives thousands of shares. Where two reports differ we use the later one: the semiannual report for April 30, 2025 showed 7,618,110 shares offered (37.39% tendered) for the February 2025 deadline and 7,495,922 (29.65%) for May 2025, and the annual report later shows 7,421,524 (38.38%) and 7,353,778 (30.22%).

One disagreement is not resolved by the reports. The semiannual report for April 30, 2023 shows 14,534,222 shares tendered (116.9259% of the amount offered) for the December 2022 pricing and 13,951,137 (124.3334%) for March 2023, with a footnote that shareholder repurchase requests exceeded the amount the fund was entitled to repurchase and that shares were taken pro rata. The annual report for October 31, 2023 shows 12,122,332 (97.52%) and 10,997,681 (98.01%) for the same two offers. We cannot tell from the filings which count is right, so the table follows the annual report and this paragraph flags the gap. If the semiannual figures are right, there were four oversubscribed offers, not two.

How big are requests in dollars?

Shares tendered and offered, valued at the NAV on each pricing date (our arithmetic):

The offer has not been the binding limit since 2023. The latest reported offer, with a May 18, 2026 deadline, drew the most since the year before: 2,768 thousand shares, about $28.9 million. The July 2026 offer (deadline August 10, 2026) will appear in the annual report for October 31, 2026, which the fund filed on January 6 in each of the last two years; we do not know its result. Because the offer is 10% of shares outstanding, the 8,085 thousand offered in May 2026 implies about 80.9 million shares (our arithmetic).

What happens if requests are larger than the offer

If tenders exceed the offer, the fund can add up to 2% of shares outstanding and otherwise buys pro rata. Illustration of the pro rata fill before any extra 2% (our arithmetic; no such request is reported for this offer):

The prospectus warns that “some shareholders may submit for repurchase more shares than they wish to have repurchased in a particular quarter, increasing the likelihood of proration.” A worked example: $1,000,000 at the $11.28 notice NAV is 88,652 shares (our arithmetic). Ten percent of the July 31, 2026 net assets of $864.8 million is about $86.5 million, so a holder who tendered everything would be asking for about 1.2% of the offer (our arithmetic). On the filed history the offer was not the constraint in the last eleven results, but that can change: the offers of April 2019 and October 2021 were oversubscribed, and per one report so were those of December 2022 and March 2023.

What the fund holds, and why that matters for a 10% offer

The July 31, 2026 Form N-PORT (accession 0001004726-26-009427, filed September 28, 2026) is the latest portfolio report. It shows total assets of $866,374,236, liabilities of $1,580,138 and net assets of $864,794,098. All 134 positions are debt; 129 are corporate issuers, two are U.S. Treasuries and three have no issuer category.

The names are mostly special-purpose reinsurance issuers (for example Thopas Re, Berwick Re, Bantry Re, Gullane Re). These are catastrophe bonds and similar paper, not securities a fund can sell in a day, which is why the repurchase rule requires the fund to keep liquid assets at least equal to the percentage of shares it offers to buy from the notice until the pricing date. The fund may also borrow to meet requests. Its April 30, 2026 balance sheet shows $22.3 million of cash and $800.7 million of investments at value against $823.2 million of net assets. Compare the Stone Ridge reinsurance interval fund, which holds a similar asset class under a different offer size.

Money in against money out

In fiscal 2025 the fund took in and paid out almost the same amount, and net assets rose by about $45.9 million, nearly all from returns (our arithmetic from the statement of changes). In the first half of fiscal 2026 inflows outran redemptions by about $54.3 million (our arithmetic). Purchases are now continuous: since March 1, 2026 shares can be bought on any regular business day and the quarterly purchase windows were dropped. The shares redeemed in the six months (3,242 thousand) are 115 thousand more than the tenders for the December 2025 and February 2026 deadlines combined (1,957 thousand and 1,170 thousand); the report does not explain the difference. Net assets at fiscal year end, from the financial highlights: $982.9 million (2021), $806.5 million (2022), $682.3 million (2023), $700.7 million (2024) and $746.6 million (2025).

Who runs it and what it costs

Victory Capital Management Inc. became the adviser on April 1, 2025, when Amundi US was combined with Victory Capital; shareholders approved the new advisory agreement at a meeting held on March 27, 2025. The proxy statement says the fee is 1.75% of average daily net assets up to $1 billion and 1.70% above that, identical under the old and new agreements. The June 10, 2026 prospectus shows a management fee of 1.75%, other expenses of 0.18%, acquired fund fees of 0.01% and total annual operating expenses of 1.94%; the adviser has agreed to cap expenses at 1.93% (excluding certain items) through at least April 1, 2028. The fund “does not currently charge a repurchase fee,” but the prospectus says it may charge up to 2.0% and “may introduce, or modify the amount of, a repurchase fee at any time,” so check each notice. Initial investments carry a $1,000,000 minimum.

Distributions per share were $1.17 in fiscal 2025 and $0.92 in the six months to April 30, 2026. The NAV in this offer’s notice ($11.28) is 19.0% above the NAV at the December 17, 2025 pricing ($9.48, our arithmetic), so a holder who tendered last December received materially less than the current NAV. The path is not smooth: the fund returned -1.97% in fiscal 2022 and its NAV was $8.06 at the December 2022 pricing. The prospectus says it is possible to lose some or all of the amount invested.

What a reader can do with this

• If you want out: a position held through a broker or adviser is tendered through them, and they may set an earlier cutoff or charge a fee. A direct account needs the request form, with a specific number of shares, to reach FIS Investor Services LLC before 4:00 p.m. Eastern on December 2, 2026. You can withdraw or change the request until then.
• If you hold it in an IRA: the custodian may need extra days. December 2 comes before the December 31 date for a required minimum distribution; see RMD rules for illiquid IRA assets.
• If you are staying: watch the annual report for October 31, 2026 (filed January 6 in each of the last two years) for the July and October 2026 results, and the next Form N-23C-3 around late January 2027 (the fund’s quarterly offers occur in January, April, July and October).
• Taxes: the notice says a repurchase is generally expected to be treated as a sale, and a loss may be disallowed under the wash-sale rules if you buy more shares in the 61-day window around it. See how interval fund sales are reported and the wash sale rule for interval fund tenders, and ask your CPA.
• Compare windows: the Q4 2026 tender deadlines calendar and our list of interval funds; for the basics, what an interval fund is.

FAQ

All figures are from SEC filings of Victory Pioneer ILS Interval Fund (CIK 1616037) read on EDGAR on October 28, 2026: the Form N-23C-3 notice of October 27, 2026 (accession 0001193125-26-434229) and 45 earlier Form N-23C3A notices (the full list is in the downloadable file); annual reports on Form N-CSR for the years ended October 31, 2015 to 2025 and semiannual reports on Form N-CSRS for April 30, 2023, 2024, 2025 (with amendment) and 2026 (accession 0001616037-26-000003); the Form N-PORT for July 31, 2026 (0001004726-26-009427); the prospectus filed June 10, 2026 (0001193125-26-266096); and the proxy statement of February 11, 2025 (0001821268-25-000061). The fund’s last filing at the time of writing was the Form N-23C-3 of October 27, 2026. Tendered-as-percent figures, dollar values of offers and the Form N-PORT sums are our arithmetic. Shares tendered are as reported by the fund and may differ between reports. Dates can change if the fund postpones or suspends the offer. This is analysis of public documents, not investment, legal or tax advice.