primecap_485b.htm

PRIMECAP Odyssey Aggressive Growth Fund

February 28, 2008

The Securities and Exchange Commission hasnotapproved ordisapproved of these securities. Further, it has not determined that this Prospectus is accurate or complete. Any representation tothe contraryis a criminal offense.

	Table of Contents

Prospectus	Risk/Return Summary and Fund Expenses of:
February 28, 2008	PRIMECAP Odyssey Stock Fund	2
	PRIMECAP Odyssey Growth Fund	5
	PRIMECAP Odyssey Aggressive Growth Fund	8
	Investment Objectives, Principal Strategies, and Principal Risks	11
	Fund Management	13
	Shareholder Information
	Pricing of Shares	16
	Fair Value	16
	Purchasing and Adding to Your Shares	16
	Selling Your Shares	20
	Dividends, Distributions, and Taxes	23
	Other Information	24
	Financial Highlights	25
	Privacy Notice	28
	Additional Information	29

PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund (each a “Fund” and collectively the “Funds”) are series of PRIMECAP Odyssey Funds (the “Trust”). PRIMECAP Management Company (the “Advisor”) is the investment advisor for the Funds.

Risk/Return Summary		PRIMECAP Odyssey Stock Fund
and Fund Expenses

Investment Objective

The Fund seeks to provide long-term capital appreciation.

Primary Investment Strategies

The Fund invests mainly in stocks of U.S. companies, emphasizing those companies with financial results which the Advisor believes will evolve materially better than consensus expectations. Through its research, the Advisor identifies stocks that it believes over a three-to five-year time frame will outperform the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The Advisor looks for companies that will grow faster and/or will be more profitable than their current market valuations suggest, and for companies with asset values that are not adequately reflected in their stock prices. The Fund invests at least 80% of its assets in stocks (the Fund will provide its shareholders with at least 60 days’ prior notice of any change in this non-fundamental investment policy) and may invest in publicly traded companies of any size and in foreign companies.

Primary Risks

You may lose money by investing in the Fund. The likelihood of loss is greater if you invest for a shorter period of time. You should expect the Fund’s share price and total return to fluctuate within a wide range, like the fluctuations of the overall stock market. The Fund’s performance could be hurt by:

·	Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Investment style risk, which is the chance that returns from the mix of small-, mid- and large-cap stocks in the Fund’s portfolio will trail returns from the overall stock market. Historically, small- and mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Additionally, from time to time, growth stocks may be more volatile than the overall stock market.

·	Manager risk, which is the chance that, as a result of poor security selection by the Advisor, the Fund may underperform other funds with a similar investment objective.

Foreign securities risk, which is the chance that the value of foreign securities depend on the political and economic environments and other overall economic conditions in the countries where the Fund invests. Investing in foreign securities involves: country risk, which is the chance that domestic events—such as political upheaval, financial troubles, or natural disasters—will weaken a country’s securities markets; and currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.

Fund Performance

The following performance information indicates some of the risks of investing in the Fund. The bar chart illustrates the Fund’s total return for the calendar years shown below. The table illustrates the Fund’s average annual return over time compared with a domestic broad-based market index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

Risk/Return Summary		PRIMECAP Odyssey Stock Fund
and Fund Expenses

Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity, or person.

Calendar Year Total Return

During the period shown in the bar chart, the Fund’s highest quarterly return was 8.04% for the quarter ended June 30, 2007, and the lowest quarterly return was -5.48% for the quarter ended December 31, 2007.

*Average Annual Total Returns as of December 31, 2007*
		Annualized Since Inception
	1 Year	(11/1/2004)
PRIMECAP Odyssey Stock Fund
Return Before Taxes	4.18%	12.22%
Return After Taxes on Distributions⁽¹⁾	3.97%	12.10%
Return After Taxes on Distributions and Sale of Fund Shares⁽¹⁾	2.99%	10.56%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)⁽²⁾	5.49%	10.67%

⁽¹⁾ After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown may not be relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

⁽²⁾ The S&P 500 Index is an unmanaged index generally representative of the market for stocks of large-sized companies. The figures above reflect reinvestment of all dividends but do not reflect any deductions for fees, expenses, or taxes.

Risk/Return Summary		PRIMECAP Odyssey Stock Fund
and Fund Expenses

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (Paid Directly From Your Investment)		Annual Fund Operating Expenses⁽¹⁾ (Deducted From Fund Assets)
Sales charge on purchases or reinvested dividends	None	Management fees	0.58%
Redemption or exchange fees (as a percentage of amount redeemed or exchanged)⁽²⁾	2.00%	Other expenses	0.23%
		Acquired fund fees and expenses (money market)⁽³⁾	0.02%
		Total annual Fund operating expenses	0.83%

⁽¹⁾	During the fiscal year ended October 31, 2007.

⁽²⁾

A redemption/exchange fee of 2.00% may be charged for any shares redeemed or exchanged within 60 days after the date they were acquired. The fee does not apply to shares purchased through reinvested dividends or capital gains. For a more detailed description of the Fund’s policy on redemption fees, see “Redemption Fees” later in this Prospectus. Shareholders will be charged a fee by the transfer agent for outgoing wire transfers, returned checks and stop payment orders.

⁽³⁾

The Fund invests a portion of its cash balance and daily inflows into an interest-bearing money market fund. Acquired Fund fees and expenses are indirect fees that funds incur from investing in the shares of other mutual funds (“Acquired Funds”). The indirect fee represents a pro rata portion of the cumulative expenses charged by the Acquired Funds. Acquired Fund fees and expenses are reflected in the Acquired Fund’s net asset value. The ratio of Expenses to Average Net Assets found within the “Financial Highlights” section of this Prospectus does not include Acquired Fund fees and expenses. Without Acquired Fund fees and expenses, the total annual Fund operating expenses would have been 0.81%.

Example

The example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in the Fund for the time periods indicated, that your investment has a 5% return each year, that you reinvest all dividends and capital gain distributions, and that the Fund’s operating expenses remain the same as shown above. The example does not reflect the effect of any taxable gain or loss at the time of the redemption.

Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 Year	3 Years	5 Years	10 Years
$85	$265	$460	$1,025

Risk/Return Summary		PRIMECAP Odyssey Growth Fund
and Fund Expenses

Investment Objective

The Fund seeks to provide long-term capital appreciation.

Primary Investment Strategies

The Fund invests mainly in stocks of U.S. companies, emphasizing those companies with above average earnings growth potential that is not reflected in their current market prices. These stocks typically provide little current income. The Fund’s portfolio consists predominantly of mid- and large-cap stocks and may include stocks of foreign companies. Through its research, the Advisor identifies stocks that it believes over a three- to five-year time frame will outperform the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large

U.S. companies.

Primary Risks

·	Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Investment style risk, which is the chance that returns from mid- and large-cap stocks will trail returns from the overall stock market. Historically, mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall stock market, and they often perform quite differently. Additionally, from time to time, growth stocks may be more volatile than the overall stock market.

·	Manager risk, which is the chance that, as a result of poor security selection by the Advisor, the Fund may underperform other funds with a similar investment objective.

Fund Performance

Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity, or person.

Risk/Return Summary		PRIMECAP Odyssey Growth Fund
and Fund Expenses

Calendar Year Total Return

During the period shown in the bar chart, the Fund’s highest quarterly return was 7.43% for the quarter ended March 31, 2006, and the lowest quarterly return was -6.00% for the quarter ended December 31, 2007.

*Average Annual Total Returns as of December 31, 2007*
		Annualized Since Inception
	1 Year	(11/1/2004)
PRIMECAP Odyssey Growth Fund
Return Before Taxes	4.88%	13.08%
Return After Taxes on Distributions⁽¹⁾	4.80%	12.96%
Return After Taxes on Distributions and Sale of Fund Shares⁽¹⁾	3.29%	11.29%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)⁽²⁾	5.49%	10.67%

Risk/Return Summary		PRIMECAP Odyssey Growth Fund
and Fund Expenses

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (Paid Directly From Your Investment)		Annual Fund Operating Expenses⁽¹⁾ (Deducted From Fund Assets)
Sales charge on purchases or reinvested dividends	None	Management fees	0.56%
Redemption or exchange fees (as a percentage of amount redeemed or exchanged)⁽²⁾	2.00%	Other expenses	0.19%
	2.00%	Acquired fund fees and expenses (money market)⁽³⁾	0.02%
		Total annual Fund operating expenses	0.77%

⁽¹⁾	During the fiscal year ended October 31, 2007.

⁽²⁾

⁽³⁾

Example

Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 Year	3 Years	5 Years	10 Years
$79	$246	$428	$954

Risk/Return Summary		PRIMECAP Odyssey Aggressive Growth Fund
and Fund Expenses

Investment Objective

The Fund seeks to provide long-term capital appreciation.

Primary Investment Strategies

The Fund invests mainly in stocks of U.S. companies, emphasizing those companies with prospects for rapid earnings growth. These stocks typically provide little current income. The Fund’s portfolio consists predominantly of small- and mid-cap stocks and may include stocks of foreign companies. Through its research and its evaluation of the relationship between growth prospects and valuation, the Advisor identifies stocks that it believes over a three- to five-year time frame will outperform the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.

Primary Risks

·	Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

Investment style risk, which is the chance that returns from small- and mid-cap stocks will trail returns from the overall stock market. Historically, these stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Additionally, from time to time, growth stocks may be more volatile than the overall stock market.

·	Manager risk, which is the chance that, as a result of poor security selection by the Advisor, the Fund may underperform other funds with a similar investment objective.

Fund Performance

Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity, or person.

Risk/Return Summary		PRIMECAP Odyssey Aggressive Growth Fund
and Fund Expenses

Calendar Year Total Return

During the period shown in the bar chart, the Fund’s highest quarterly return was 10.15% for the quarter ended December 31, 2006, and the lowest quarterly return was -8.49% for the quarter ended December 31, 2007.

*Average Annual Total Returns as of December 31, 2007*
		Annualized Since Inception
	1 Year	(11/1/2004)
PRIMECAP Odyssey Aggressive Growth Fund
Return Before Taxes	-0.19%	12.49%
Return After Taxes on Distributions⁽¹⁾	-0.33%	12.32%
Return After Taxes on Distributions and Sale of Fund Shares⁽¹⁾	-0.04%	10.74%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)⁽²⁾	5.49%	10.67%

Risk/Return Summary		PRIMECAP Odyssey Aggressive Growth Fund
and Fund Expenses

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (Paid Directly From Your Investment)		Annual Fund Operating Expenses⁽¹⁾ (Deducted From Fund Assets)
Sales charge on purchases or reinvested dividends	None	Management fees	0.57%
Redemption or exchange fees (as a percentage of amount redeemed or exchanged)⁽²⁾	2.00%	Other expenses	0.21%
	2.00%	Acquired Fund fees and expenses (money market)⁽³⁾	0.02%
		Total annual Fund operating expenses	0.80%

⁽¹⁾	During the fiscal year ended October 31, 2007.

⁽²⁾

⁽³⁾

Example

Although your actual costs may be higher or lower, based on these assumptions, your cumulative estimated expenses would be:

1 Year	3 Years	5 Years	10 Years
$82	$255	$444	$990

Investment Objectives, Principal Strategies, and Principal Risks

Investment Objectives

Each Fund’s fundamental investment objective is long-term capital appreciation. The following sections further explain the primary investment strategies that PRIMECAP Management Company, the Funds’ investment advisor (the “Advisor”), uses in pursuit of each Fund’s objective and the major risks to which investment in the Funds is subject. PRIMECAP Odyssey Funds’ Board of Trustees, which oversees management of the Funds, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.

Principal Strategies

Stocks of publicly traded companies are often classified according to the total market value of the companies’ outstanding stock—or “market capitalization” —as small-cap, mid-cap, or large-cap stocks. Market capitalization ranges change over time, interpretations of size vary, and there are no “official” definitions of small-, mid-, and large-cap stocks. The Advisor currently defines small-cap stocks as stocks of companies with market capitalizations less than $1 billion, mid-cap stocks as stocks of companies with market capitalizations ranging from $1 billion to $15 billion, and large-cap stocks as stocks of companies with market capitalizations above $15 billion.

The Advisor selects common stocks that it believes will have future financial results that are not reflected in the current market prices. Stocks selected for a Fund generally are issued by companies that have strong positions within their industries, improving returns on equity, good long-term prospects for well-above-average growth in sales or earnings, and capable management teams.

Through careful analysis, the Advisor attempts to quantify a company’s “fundamental value.” The Advisor compares the fundamental value with the market price of the company’s stock. The Advisor then decides whether to purchase the stock mainly on the basis of how attractive this comparison is in relation to the comparison for other potential investments. Because a Fund’s selections are determined by an analysis of each individual stock, a Fund’s makeup may differ substantially from the overall market’s characteristics. For example, the proportion of a Fund’s assets invested in a particular industry may be significantly greater or less than that industry’s proportion of the overall stock market. The Advisor does not try to make investment decisions based on short-term trends in the stock market. If attractively priced stocks cannot be found, a Fund’s cash levels will increase.

Although each Fund invests with a long-term horizon of three to five years, the Advisor may sell a stock if its market price appears to have risen above its fundamental value, if other securities appear to be more favorably priced, or if the reasons for which the stock was purchased no longer hold true.

Although the Funds invest mainly in U.S. stocks, each may invest substantial assets in foreign securities traded on U.S. or foreign markets.

Any Fund may temporarily depart from its normal investment policies—for instance, by allocating substantial assets to cash investments—in response to extraordinary market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses, but may otherwise fail to achieve its investment objective.

Principal Risks

In general, the higher the risk of losing money, the higher the potential reward. The reverse also is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any of the Funds, you should take into account your personal tolerance for daily fluctuations in the price of your Fund shares. In addition to the risks described above under “Risk/Return Summary and Fund Expenses,” the Funds are subject to the following risks.

Investment Objectives, Principal Strategies, and Principal Risks

Risks of Individual Companies (All Funds). The prices of each of the stocks held by a Fund may decline in response to certain events, including those directly involving the companies issuing the securities owned by the Fund; conditions affecting the general economy; local, regional or global political, social or economic instability; and currency and interest rate fluctuations.

Risks of Growth Stocks (All Funds). Growth stocks are likely to be more volatile in price than the stock market as a whole. Historically, growth funds have tended to outperform the market as a whole in bull markets and underperform the market as a whole in declining markets. Of course, there is no guarantee that this pattern will continue in the future.

Risks of Mid-Cap Stocks (All Funds). Stocks of mid-sized companies may present greater opportunities than larger and more established companies for capital appreciation because of high potential earnings growth. But they also involve greater risk. Their stocks may trade less frequently or in limited volume, may fluctuate in value more than those of larger, more established companies and, as a group, may suffer more severe price declines during periods of generally declining stock prices.

Risks of Foreign Stocks (All Funds). To the extent that it owns foreign stocks, a Fund is subject to the following additional risks: country risk, which is the chance that domestic events—such as political upheaval, financial troubles, or natural disasters—will weaken a country’s securities markets; and currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.

Risks of Small-Cap Stocks (All Funds). Stocks of smaller and newer companies may present greater opportunities than larger and more established companies for capital appreciation because of high potential earnings growth. But they also involve greater risk. Such companies may have limited product lines, markets, or financial resources, or may depend on a small group of key managers. Their stocks may trade less frequently or in limited volume, or only in the over-the-counter market or on a regional stock exchange. As a result, these stocks may fluctuate in value more than mid-cap stocks and stocks of larger, more established companies and, as a group, may suffer more severe price declines during periods of generally declining stock prices.

Fund Management

The Funds

The Funds are series of PRIMECAP Odyssey Funds, a Delaware statutory trust (the “Trust”). The Board of Trustees of the Trust decides matters of general policy and reviews the activities of the Advisor and the Funds’ distributor and administrator. The Trust’s officers conduct and supervise its daily business operations.

Portfolio Holdings

The Funds’ portfolio holdings are disclosed quarterly within 60 days of the end of each fiscal quarter, in the Annual Report and Semiannual Report to Fund shareholders, and in the quarterly holdings report filed with the Securities and Exchange Commission (“SEC”) on Form N-Q. The Annual and Semiannual Reports are available by contacting the Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling (800) 729-2307. In addition, the Funds may choose to disclose their calendar quarter-end holdings and certain other portfolio characteristics on the Funds’ website at www.odysseyfunds.com within 30 calendar days after the calendar quarter-end. The calendar quarter-end holdings for the Funds will remain posted on the website at least until the date of the next required regulatory filing with the SEC. Additionally, the Funds may choose to disclose end-of-month holdings within 30 calendar days of the month-end. Portfolio holdings information posted on the Funds’ website may be separately provided to any person commencing the day after it is first published on the website. A more detailed description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement of Additional Information (“SAI”) and on the Funds’ website.

The Advisor

PRIMECAP Management Company, 225 South Lake Avenue, Suite 400, Pasadena, California 91101, investment advisor to all three Funds, is an investment advisory firm founded in 1983. The Advisor also provides investment advisory services to other mutual funds, endowment funds, employee benefit plans, and foundations. As of December 31, 2007, the Advisor managed approximately $64 billion in assets. For its services to the Funds, the Advisor receives a fee paid monthly at the annual rate of 0.60% of the first $100 million of each Fund’s average daily net assets and 0.55% of each Fund’s average daily net assets in excess of $100 million. For the fiscal year ended October 31, 2007, the Advisor received advisory fees, net of the fee waiver, of 0.58%, 0.56%, and 0.57%, of the average daily net assets of the PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund, respectively.

The Advisor is authorized to choose broker-dealers to handle the purchase and sale of each Fund’s securities and seeks to obtain the best available price and most favorable execution for all transactions. In seeking to obtain better execution of a transaction, the Advisor may at times choose brokers which charge higher commissions. If more than one broker can obtain the best available price and most favorable execution, the Advisor is authorized to choose a broker that has provided value-added research services to the Advisor.

A discussion regarding the basis for the Board of Trustees’ approval of the Trust’s investment advisory agreement with the Advisor is in the Annual Report to shareholders for the fiscal year ended October 31, 2007.

The portfolio managers primarily responsible for overseeing the Funds’ investments are:

Fund Management

Howard B. Schow, Chairman and Co-Founder of PRIMECAP Management Company. Mr. Schow co-founded PRIMECAP Management Company in September 1983. Previously, he spent twenty-seven years with Capital Group, Inc., most recently as Chairman of the Board of Capital Research and Management Company. From 1966 to 1982, he served as Chairman of its Investment Committee. He was President, a Founder, and Lead Portfolio Counselor of AMCAP Fund. He was also a portfolio counselor of Investment Company of America and American Mutual Fund, two other mutual funds managed by Capital Research and Management Company. He has been a portfolio counselor since 1962. Mr. Schow is a graduate of Williams College and the Harvard Graduate School of Business Administration. He is a Chartered Financial Analyst and a member of the Los Angeles Society of Financial Analysts.

Mitchell J. Milias, Vice Chairman and Co-Founder of PRIMECAP Management Company. Mr. Milias co-founded PRIMECAP Management Company in September 1983. Previously, he was a portfolio manager, Senior Vice President and Director of Capital Guardian Trust Company. He has been a portfolio manager since 1967. A graduate of Stanford University and Harvard Graduate School of Business Administration, he is a Chartered Financial Analyst, a member of the Los Angeles Society of Financial Analysts, and a Past President of the Denver Society of Security Analysts.

Theo A. Kolokotrones, President and Co-Founder of PRIMECAP Management Company. Mr. Kolokotrones co-founded PRIMECAP Management Company in September 1983. Previously, he spent six years at Capital Research Company, most recently as Senior Vice President. He has held portfolio management responsibilities since 1979. From 1970 to 1977, he was Vice President and Senior Financial Analyst at Smith Barney, Harris Upham and Company in New York. Mr. Kolokotrones is a graduate of the University of Chicago and the Harvard Graduate School of Business Administration.

Joel P. Fried, Executive Vice President of PRIMECAP Management Company. Mr. Fried joined PRIMECAP Management Company in June 1986. Prior to joining PRIMECAP, he spent one year as a financial analyst with Hughes Investment Management Company, a wholly-owned subsidiary of Hughes Aircraft. Mr. Fried received his undergraduate degree in Economic Systems/Science from the University of California, Los Angeles and is a graduate of the Anderson Graduate School of Management at UCLA.

Alfred W. Mordecai, Executive Vice President of PRIMECAP Management Company. Mr. Mordecai joined PRIMECAP Management Company in August 1997. In 1996, he was an associate at McKinsey and Company. From 1990 to 1995, he worked as a nuclear engineer and program manager for the Naval Nuclear Propulsion Directorate, a joint U.S. Navy and Department of Energy organization. Mr. Mordecai graduated with a degree in Mechanical Engineering from Duke University. He has a master’s degree in Systems Engineering from Virginia Polytechnic Institute and State University and is a graduate of the Harvard Graduate School of Business Administration.

Each of these five portfolio managers independently manages a portion of the PRIMECAP Odyssey Stock Fund and the PRIMECAP Odyssey Growth Fund. Each of Messrs. Schow, Kolokotrones, Fried, and Mordecai independently manages a portion of the PRIMECAP Odyssey Aggressive Growth Fund. Each of these portfolio managers has managed their respective portions of the Funds since their inception. A small portion of each Fund’s assets may be managed by individuals in the Advisor’s research department.

Fund Management

PRIMECAP Management Company and its managers have received numerous awards and recognitions, including the following:

·	Morningstar awarded Messrs. Schow, Kolokotrones, and Fried its Domestic Equity Fund Manager of the Year Award in 2003.

·	Morningstar named Messrs. Schow, Kolokotrones, and Fried as runners-up to its Fund Manager of the Year Award in 2000, 1999, and 1997.

·	Mutual Funds Magazine named Messrs. Schow and Kolokotrones as Domestic Managers of the Year for 1997.

·	Lipper awarded its 2003 Performance Achievement Certificate for Number One Multi-Cap Core Fund for the Five-Year Period Ending December 31, 2003 to a mutual fund for which PRIMECAP Management Company serves as the portfolio manager.

·	Lipper awarded its 2000 Performance Achievement Award for #1 Performing Multi-Cap Core Fund for Ten and Fifteen Years to a mutual fund for which PRIMECAP Management Company serves as the portfolio manager.

·	Lipper awarded its 1999 Performance Achievement Certificate for Number One Multi-Cap Core Fund for the Fifteen-Year Period Ending December 31, 1999 to a mutual fund for which PRIMECAP Management Company serves as the portfolio manager.

·	Mutual funds managed by PRIMECAP Management Company were named to the Money 100 for 2003, 2002, and 2001 based on Money Magazine’s evaluation of the mutual funds’ performance, expenses, and other factors.

The Trust’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds.

Other Service Providers

U.S. Bancorp Fund Services, LLC (the “Administrator”) is the Funds’ administrator; its address is 2020 East Financial Way, Ste. 100, Glendora, California 91741. The Administrator also serves as the Funds’ transfer agent from its offices at 615 East Michigan Street, Milwaukee, Wisconsin 53202. Quasar Distributors, LLC (the “Distributor”), an affiliate of the Administrator, is the Funds’ distributor; its address is also 615 East Michigan Street, Milwaukee, Wisconsin 53202.

Mellon Bank, N.A. is the custodian of the Funds’ assets and employs foreign sub-custodians to provide custody of the Funds’ foreign assets. Its address is One Mellon Center, Pittsburgh, Pennsylvania 15258.

The SAI has more information about the Advisor and the Funds’ other service providers.

Shareholder Information

Pricing of Shares

The price of a Fund’s shares is based on its per share net asset value (“NAV”). The NAV is calculated by adding the total value of the Fund’s investments and other assets, subtracting its liabilities, and dividing the result by the number of outstanding shares of the Fund. Each Fund calculates its NAV once daily at the close of public trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on days that the Exchange is open for trading.

The price you will pay to buy Fund shares or the amount you will receive when you sell your Fund shares is based on the NAV next calculated after your order is received by the Funds’ transfer agent with complete information and meeting all the requirements discussed in this Prospectus. Applications for purchases of shares and requests for redemption of shares received after the close of trading on the Exchange will be based on the NAV determined as of the close of trading on the next day the Exchange is open.

Each Fund values its investments at their market value. Securities and other assets for which market prices are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Some of the Funds’ investments may consist of securities listed on foreign exchanges which trade on Saturdays or other U.S. business holidays. Since the Funds do not typically calculate their NAVs on Saturdays or other U.S. business holidays, the value of the Funds’ redeemable securities may be affected on days when shareholders do not have access to the Funds.

Fair Value

In certain situations, the securities in which the Funds invest may not have readily available market quotations. The Board of Trustees has adopted procedures for valuing securities if there are assets for which reliable market quotations are not readily available, or for which the Funds’ pricing service does not provide a valuation or provides a valuation that, in the judgment of the Advisor, does not represent fair value. If this occurs, the Valuation Committee will value these assets in consultation with the Fund’s advisor. The fair value of securities is subjective in nature, involving greater reliance on judgment than securities that have readily available market quotations. The fair value price of securities used by a Fund to calculate its NAV may differ materially from quoted or published market price for that same security. In addition, there is no assurance that a Fund can purchase or sell portfolio securities at the fair value price used to calculate the Fund’s NAV.

Purchasing and Adding to Your Shares

To purchase shares of a Fund, please call (800) 729-2307 between the hours of 9 a.m. and 8 p.m. Eastern Time to obtain an account application or visit the Funds’ website at www.odysseyfunds.com. Please complete the account application and deliver it to the Transfer Agent as required by the application. You may pay by a check with the application, or by a wire transfer of funds as described below. You can make additional investments by wire or by mailing a check, together with the investment form from a recent account statement.

You may also purchase additional shares of the Funds by telephone by checking the appropriate box on your account application form authorizing telephone purchases. If your account has been open for at least 15 days, call the Funds toll free at (800) 729-2307 and you will be allowed to move money from your bank account to your account upon request. Shares of the Funds will be purchased in your account at the NAV determined on the day your order is placed. Only bank accounts held at domestic institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions. For security reasons, requests by telephone will be recorded.

Shareholder Information

All purchases by check must be in U.S. dollars drawn on a U.S. bank. The Funds will not accept payment in cash or money orders. The Funds also will not accept cashiers’ checks in amounts of less than $10,000. To prevent check fraud, the Funds will not accept third party checks, Treasury checks, credit card checks, traveler’s checks, or starter checks for the purchase of shares. We are unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order or payment. The Transfer Agent may charge a $25.00 fee against a shareholder account, in addition to any loss sustained by the Funds, for any payment that is returned. The Funds’ transfer agent credits shares to your account and does not issue stock certificates. The Funds and the Distributor each reserve the right to reject any purchase order or suspend or modify the offering of a Fund’s shares.

Shares of the Funds have not been registered for sale outside the United States. The PRIMECAP Odyssey Funds generally do not sell shares to investors residing outside the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

Price of Shares

Each Fund sells shares without a sales charge at the NAV which is next computed (1) after the Fund’s transfer agent receives your order directly in proper form (which generally means a completed application form together with a negotiable check in U.S. dollars or a wire transfer of funds); or (2) after your broker (or the broker’s authorized agent) receives the order. You may pay a fee if you buy Fund shares through a broker or agent.

Minimum Initial Investment

The minimum initial investment in a Fund is $2,000 for regular accounts and $1,000 for retirement accounts; subsequent investments must be at least $150. Each Fund may waive the minimum investment for institutions making continuing investments in the Fund and from time to time for other investors, including retirement plans and employees of the Advisor.

Mail

To purchase by mail, you should:

·	Complete and sign the account application;

·	To open an account, write a check payable to “PRIMECAP Odyssey Funds”; and

·	Send your account application and check or exchange request to one of the following addresses

For regular mail delivery:

PRIMECAP Odyssey Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

For overnight delivery:

PRIMECAP Odyssey Funds

c/o U.S. Bancorp Fund Services, LLC

615 E. Michigan Street, 3rd Floor

Milwaukee, Wisconsin 53202-5207

Shareholder Information

The U.S. Postal Service or other independent delivery services are not the Funds’ agents. Therefore, deposit in the mail or with such services or receipt at U.S. Bancorp Fund Services, LLC post office box of purchase applications or redemption requests does not constitute receipt by the Transfer Agent of the Funds.

Exchanges of Shares

Generally, you may exchange your shares of a Fund for shares of any other Fund. However, each Fund may assess a 2.00% redemption fee based on the total value of shares that are redeemed from, or exchanged out of, that Fund if you have held those shares for fewer than 60 days. See the discussion of “Redemption Fees” below.

You may realize either a gain or loss on those shares you exchange and will be responsible for paying the appropriate taxes. Requests to exchange shares are processed at the NAV next calculated after the Funds’ transfer agent receives your request in proper form. If you have established telephone exchange privileges by checking the appropriate boxes and supplying the necessary information on the account application, you can make a telephone request to exchange your shares for an additional $5 fee.

Purchases through a Securities Dealer

You may purchase shares of a Fund through certain brokers (and their agents) which have an agreement with the Funds’ distributor. When you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the Transfer Agent, and you will pay or receive the NAV next computed after it is received by the broker (or its agent). The broker (or agent) holds your shares in an omnibus account in the broker’s (or agent’s) name and the broker (or agent) maintains your individual ownership records. The Fund and the Distributor reserve the right to cancel an order for which payment is not received from the broker (or its agent) by the third business day following the order. The broker (or its agent) may impose postage and handling charges on your order and is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions, and ensuring that you receive copies of the Funds’ Prospectus.

Payment by Wire

If you are making your first investment in the Funds, before you wire funds, the Transfer Agent must have a completed account application. You can mail or overnight deliver your account application to the Transfer Agent at the address indicated above. You may also fax the account application by calling the Transfer Agent at (800) 729-2307 for a fax number. Upon receipt of your completed account application, the Transfer Agent will establish an account for you. The account number assigned will be required as part of the instruction that should be given to your bank to send the wire. Your bank must include both the name of the Fund(s) you are purchasing and your name so that monies can be correctly applied. Your bank should transmit immediately available funds by wire to:

U.S. Bank, N.A.

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA #075000022,

Credit: U.S. Bancorp Fund Services

Account #112-952-137,

for further credit to PRIMECAP Odyssey Funds [Name of Fund],

(Shareholder Account #, Shareholder Name).

Shareholder Information

Wired funds must be received prior to 4:00pm Eastern Time to be eligible for same day pricing. The Funds and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

If you are making a subsequent purchase, your bank should wire funds as indicated above. Please contact the Transfer Agent at (800) 729-2307 to advise them of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your investment.

Retirement Plan Participants

Individual participants in qualified retirement plans should purchase shares of a Fund through their plan sponsor or administrator, which is responsible for transmitting orders. The procedures for investing in the Fund depend on the provisions of the plan and any arrangements that the plan sponsor may have made for special processing services.

Automatic Investment Plan

If you intend to use the Automatic Investment Plan, you may open your account with an initial minimum investment of $2,000 in a Fund. Once an account has been opened, you can make additional purchases of shares of such Fund through the Automatic Investment Plan. This Plan provides a convenient method to have monies deducted directly from your bank account for investment into the Funds. You can make automatic monthly, quarterly, semiannual, or annual purchases of $150 or more into the Fund. The Funds are unable to debit or credit mutual fund or pass through accounts. Please contact your financial institution to determine if it participates in the ACH. If your bank rejects your payment, the Funds’ transfer agent will charge a $25 fee to your account. The Funds may alter, modify, or terminate this Plan at any time. To begin participating in this Plan, please complete the Automatic Investment Plan section on the account application or call the Funds’ transfer agent at (800) 729-2307. Any request to change or terminate an Automatic Investment Plan should be submitted to the Funds’ transfer agent 5 days prior to the date you want the change or termination to be effective.

Anti-Money Laundering

In compliance with the USA PATRIOT Act of 2001, the Funds’ transfer agent will verify certain information on your account application as part of the Funds’ anti-money laundering program. As requested on the application, you should supply your full name, date of birth, social security number, and permanent street address. Mailing addresses containing only a P.O. Box will not be accepted. If you do not supply the necessary information, the Transfer Agent may not be able to open your account. Please contact the Funds’ transfer agent at (800) 729-2307 if you need additional assistance when completing your application.

If the Funds’ transfer agent does not have a reasonable belief of the identity of a shareholder, the account application will be rejected. Each Fund also reserves the right to close the account within 5 business days of receiving the application if clarifying information/documentation is not received.

Shareholder Information

Frequent Trading

A Fund and the Transfer Agent may reject any purchase order for any reason and without prior notice. Excessive or short-term trading (such as market timing) in Fund shares may harm performance by compromising portfolio management strategies and increasing Fund expenses. The Fund imposes a redemption fee of 2.00% of the total redemption amount if a transaction is determined by the Advisor to be short-term trading (See “Redemption Fees” later in this Prospectus). A Fund or the Transfer Agent may reject a purchase order and may terminate or restrict the exchange privilege of any investor or group of investors, or person acting on behalf of any investor or investors, whose pattern of trading or transaction history involves, in the opinion of the Advisor or the Transfer Agent, actual or potential harm to the Fund. A Fund or the Transfer Agent may notify the investor that a purchase order or an exchange has been rejected after the day the order is placed or after acceptance by an intermediary. If a Fund or the Transfer Agent rejects the purchase portion of an exchange order, the shareholder’s exchange request will be treated solely as a redemption request. In some cases, where shares are held in omnibus or retirement plan accounts, it may not be practicable for the Funds to monitor such activity.

To the extent that a Fund or its agents are unable to curtail excessive or short-term trading (such as market timing), these practices may interfere with the efficient management of the Fund’s portfolio, and may result in the Fund engaging in certain activities to a greater extent than it otherwise would, such as engaging in more frequent portfolio transactions and maintaining higher cash balances. More frequent portfolio transactions would increase a Fund’s operating costs and decrease its investment performance, and maintenance of a higher level of cash balances would likewise result in lower Fund investment performance during periods of rising markets. The costs of such activities would be borne by all Fund shareholders, including the long-term investors who do not generate the costs. Additionally, frequent trading may also interfere with the Advisor’s ability to efficiently manage the Funds and compromise its portfolio management strategy. The Fund’s policies with respect to frequent trading apply uniformly to all shareholders of the Fund.

Shareholders seeking to engage in excessive trading practices may use a variety of strategies to avoid detection and, despite the efforts of the Funds to prevent excessive trading, there is no guarantee that the Funds or the Funds’ transfer agent will be able to identify such shareholders or curtail their trading practices. The ability of the Funds and their agents to detect and curtail excessive trading practices may also be limited by operational systems and technological limitations. In addition, the Funds receive purchase, exchange, and redemption orders through financial intermediaries and may not always know or reasonably detect excessive trading which may be facilitated by these intermediaries or by their use of omnibus account arrangements. However, the Distributor has entered into written agreements with each of the Fund’s financial intermediaries, under which the intermediary must, upon request, provide the Fund with certain shareholder and identity trading information so that the Fund can enforce its market timing policies. If the Transfer Agent finds what it believes may be market timing activity in an omnibus account with respect to the Funds, it will contact management of the Funds, who will review the activity and determine what action, if any, the Funds will take. Possible actions include contacting the financial intermediary and requesting assistance in identifying shareholders who may be engaging in market timing activity, and restricting or rejecting future purchase or exchange orders with respect to shareholders found to be engaging in such activity.

Selling Your Shares

How to Redeem Shares

Your shares may be redeemed only by instructions from the registered owner of your shareholder account. If you are a participant in a retirement or other plan, direct your redemption requests to the plan sponsor or administrator, which may have special procedures for processing such requests and is responsible for forwarding requests to the Funds’ transfer agent.

Shareholder Information

You may redeem shares by contacting your broker or the broker’s authorized agent. The broker (or agent) can arrange for the repurchase of the shares through the Funds’ distributor at the NAV next determined after the broker (or agent) receives your instructions. The broker (or agent) may charge you for this service. If your shares are held in a broker’s “street name,” you must redeem them through the broker (or its agent).

You may also redeem shares by mailing instructions to the Funds’ transfer agent, U.S. Bancorp Fund Services, LLC, or by delivering instructions to the Transfer Agent at 615 East Michigan Street, Milwaukee, Wisconsin 53202. The instructions must specify the name of the Fund, the number of shares or dollar amount to be redeemed, and your name and account number. A corporation, partnership, trust, or fiduciary redeeming shares must submit written evidence of authority acceptable to the Transfer Agent and the signature must be guaranteed. The price you will receive for the shares redeemed is the next determined NAV for the shares after the Transfer Agent has received a completed redemption request. If you purchased your shares by check, you may not receive your redemption proceeds until the check has cleared (which may take up to 15 calendar days).

You may establish telephone redemption privileges by checking the appropriate boxes and supplying the necessary information on the account application. You can then redeem shares by telephoning the Transfer Agent at (800) 729-2307 between the hours of 9 a.m. and 8 p.m. Eastern Time on a day when the New York Stock Exchange is open for trading. It may be difficult to reach the Funds by telephone during periods of unusual market activity. If this happens, you may purchase or redeem shares by mail as described above. If the Transfer Agent receives your redemption request before 4:00 p.m. Eastern Time on a day when the New York Stock Exchange is open for trading, it will process your request that day; otherwise, it will process your request on the next business day. Institutional investors may also make special arrangements with the Transfer Agent for designating personnel who are authorized to place telephone redemption requests.

When establishing telephone privileges, you are authorizing the Funds’ transfer agent to act upon the telephone instructions. Before executing an instruction received by telephone, the Funds’ transfer agent will use reasonable procedures to confirm that telephone instructions are genuine. These procedures will include recording the telephone call and asking the caller for a form of personal identification, which may include a personal identification number. You will be promptly notified of any refused request for a telephone redemption. Once a telephone transaction has been placed, it cannot be canceled or modified. If these normal identification procedures are not followed, the Funds or their agents could be liable for any loss, liability, or cost which results from acting upon telephone redemption instructions of a person believed to be a shareholder.

Shareholders who have an IRA or other retirement plan must indicate on their redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to a 10% withholding.

Signature Guarantees

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program. A notary public is not an acceptable signature guarantor. A signature guarantee is required to redeem shares in the following situations:

·	If ownership has changed on your account;

·	When redemption proceeds are sent to any person, address or bank account not on record;

·	Written requests to wire redemption proceeds (if not previously authorized on the account);

Shareholder Information

·	When establishing or modifying certain services on an account;

·	If a change of address was received by the Transfer Agent within the last 30 days;

·	For all redemptions in excess of $100,000.

In addition to the situations described above, the Funds and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation.

Redemption Payments

Redemption payments will be made within 7 days after receipt by the Funds’ transfer agent of the written or telephone redemption request and, if required, a signature guarantee and any other necessary documents, except as indicated below. Payment may be postponed or the right of redemption suspended at times when the New York Stock Exchange is closed for other than customary weekends and holidays; when trading on such Exchange is restricted; when an emergency exists as a result of which disposal by the Fund of securities owned by the Fund is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of the Fund’s net assets; or during any other period when the SEC so permits. Each Fund reserves the right to honor any request for redemption by making payments in securities valued equally in market value to the NAV of your shares, a practice known as redemption in kind. Such occurrence may exist when a cash redemption may adversely affect the Fund’s operations and the Fund determines that redemption in kind would be in the best interest of all shareholders.

Redemption proceeds are generally paid by check. However, at your request, the Transfer Agent will wire redemption proceeds of $1,000 or more to your bank account. Requests for redemption by wire should include the name, location and ABA or bank routing number of the designated bank, and your bank account number. There is a $15.00 fee for redemptions by wire. Proceeds may also be sent via electronic funds transfer through the ACH network to your bank account of record. If you have redemption proceeds sent via ACH, you will not incur any charge but credit may not be available until 2-3 days following the redemption.

Systematic Withdrawal Plan

If you own or are purchasing shares of a Fund having a current value of at least $10,000, you may participate in a Systematic Withdrawal Plan. This Plan provides for automatic redemptions of at least $50 on a monthly, quarterly, semiannual, or annual basis. You may establish this Plan by completing the relevant section of the account application or by calling the Funds at (800) 729-2307. The Transfer Agent must receive notice of all changes concerning your Plan at least 5 days before the next scheduled payment.

Redemption of Small Accounts

If your account balance falls below $500 because of redemptions, a Fund may notify you and, if your investment value remains below $500 for a continuous 60-day period, the Fund may redeem your shares. However, a Fund will not redeem shares based solely upon changes in the market that reduce the NAV of your shares. Under such circumstances, the Fund will not assess a redemption fee. The Funds reserve the right to modify or terminate these involuntary features at any time upon 60 days’ notice.

Shareholder Information

Redemption Fees

Each Fund may assess a redemption fee of 2.00% of the total redemption amount if you sell your shares after holding them for fewer than 60 days. The redemption fee is paid directly to the Fund and is designed to offset brokerage commissions, market impacts, and other costs associated with short-term trading of fund shares. For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first. Although the Funds have a goal of applying this redemption fee to most such redemptions, the redemption fee will not apply in certain circumstances where it is not currently practicable for the Fund to impose the fee, such as redemptions of shares held in certain omnibus accounts or retirement plans that cannot implement the redemption fee or redemptions of small numbers of shares such as in the Systematic Withdrawal, Automatic Investment or Exchange Plans. Further, the Funds will not apply the redemption fee to certain types of redemptions that meet any of the following criteria:

·	Redemptions that do not indicate market timing strategies, such as redemptions of shares through portfolio rebalancing programs of institutional investment managers or systematic transactions;

·	redemptions requested within 30 days following the death or disability of the shareholder (or, if a trust, its beneficiary);

·	redemptions initiated by the Funds;

·	redemptions of shares purchased through reinvested dividends and capital gains distributions; or

·	redemptions of shares to pay fund or account fees.

Dividends, Distributions, and Taxes

Dividends and Distributions

Each Fund expects to pay income dividends annually and to make distributions of net capital gains (if any) at least annually. The Board of Trustees may decide to pay dividends and distributions more frequently.

Each Fund automatically reinvests dividends and capital gain distributions in additional shares of the Fund at the NAV per share on the reinvestment date unless you have previously requested cash payment in writing to the Funds’ transfer agent. If you elect to receive distributions and/or capital gains paid in cash, and the U.S. Postal Service cannot deliver your check, or if your check remains outstanding for 6 months, the Funds reserve the right to reinvest the distribution check in your account at the Funds’ current NAV and to reinvest all subsequent distributions.

Any dividend or distribution paid by a Fund has the effect of reducing the NAV per share on the reinvestment date by the amount of the dividend or distribution. If you purchase shares shortly before the record date of a dividend or distribution, the shares will be subject to income taxes as discussed below even though the dividend or distribution represents, in substance, a partial return of your capital.

Shareholder Information

Taxes

Distributions made by a Fund will be taxable to shareholders whether received in shares (through dividend reinvestment) or in cash. Distributions derived from net investment income, including net short-term capital gains, are taxable to shareholders as ordinary income or qualified dividend income. Distributions designated as capital gains dividends are taxable as long-term capital gains regardless of the length of time shares of the Fund have been held. An exchange of Fund shares will be treated as a sale for tax purposes. Although distributions are generally taxable when received, certain distributions made in January are taxable as if received in the prior December. The Funds will inform you annually of the amount and nature of their distributions.

The Funds may be required to withhold federal income tax at a rate of 28% (backup withholding) from dividend payments, distributions, and redemption proceeds if you failed to furnish and certify that the Social Security or Tax Identification Number you provided is correct, and that you are not subject to backup withholding. The certification is included as part of the account application form.

Dividends and interest earned by a Fund may be subject to withholding and other taxes imposed by foreign countries, at rates from 10% to 40%. However, under certain circumstances you may be able to claim credits against your U.S. taxes for such foreign taxes. The Funds will also notify you each year of the amounts available as credits.

The SAI contains further information about taxes. Consult your own advisors about federal, state, and local taxation of distributions from the Fund.

Other Information

For transfer agent services:	U.S. Bancorp Fund Services, LLC (800) 729-2307

For retirement plan services:	Call your employer or plan administrator

Telephone conversations may be recorded or monitored for verification, recordkeeping, and quality-assurance purposes.

Financial Highlights

The following tables show each Fund’s financial performance through the fiscal year ended October 31, 2007. Certain information reflects financial results for a single Fund share. “Total return” shows how much your investment in a Fund would have increased or decreased during the period, assuming you had reinvested all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Its report and the Funds’ financial statements are included in the Annual Report to shareholders for the fiscal year ended October 31, 2007, which is available upon request.

PRIMECAP Odyssey Stock Fund

For a capital share outstanding throughout each period

	Year Ended October 31, 2007			Year Ended October 31, 2006			Period Ended October 31, 2005⁽²⁾

Net asset value, beginning of period	$	13.48		$	11.48		$	10.00

Income from investment operations:
Net investment income (loss)		0.07			0.03			(0.01	)
Net realized and unrealized gain on investments		1.79			1.97			1.49
Total from investment operations		1.86			2.00			1.48

Less distributions:
Dividends from net investment income		(0.04	)		0.00	⁽¹⁾		0.00
Distributions from realized gain		(0.08	)		0.00	⁽¹⁾		0.00
Total distributions		(0.12	)		0.00			0.00

Redemption fee proceeds		0.00	⁽¹⁾		0.00	⁽¹⁾		0.00	⁽¹⁾

Net asset value, end of period	$	15.22		$	13.48		$	11.48

Total return		13.88	%		17.48	%		14.80	%

Ratios/supplemental data:
Net assets, end of period (millions)	$	216.4		$	88.4		$	30.1

Ratio of expenses to average net assets:
Before fees waived and expenses absorbed or recouped		0.81	%		0.99	%		1.80	%
After fees waived and expenses absorbed or recouped		0.81	%		0.99	%		1.25	%

Ratio of net investment income
(loss) to average net assets		0.59	%		0.41	%		(0.11	%)

Portfolio turnover rate		5.87	%		4.09	%		12.46	%

⁽¹⁾ Amount represents less than $0.01 per share

⁽²⁾ Commenced operations on November 1, 2004.

Financial Highlights

PRIMECAP Odyssey Growth Fund

For a capital share outstanding throughout each period

	Year Ended October 31, 2007			Year Ended October 31, 2006			Period Ended October 31, 2005⁽²⁾

Net asset value, beginning of period	$	13.76		$	11.62		$	10.00

Income from investment operations:
Net investment income (loss)		0.04			0.01			(0.01	)
Net realized and unrealized gain on investments		2.07			2.14			1.63
Total from investment operations		2.11			2.15			1.62

Less Distributions:
Dividends from net investment income		(0.02	)		0.00	⁽¹⁾		0.00
Distributions from realized gain		(0.14	)		(0.01	)		0.00
Total Distributions:		(0.16	)		(0.01	)		0.00

Redemption fee proceeds		0.00	⁽¹⁾		0.00	⁽¹⁾		0.00	⁽¹⁾

Net asset value, end of period	$	15.71		$	13.76		$	11.62

Total return		15.46	%		18.49	%		16.20	%

Ratios/supplemental data:
Net assets, end of period (millions)	$	512.0		$	202.2		$	46.6

Ratio of expenses to average net assets:
Before fees waived and expenses absorbed or recouped		0.75	%		0.89	%		1.79	%
After fees waived and expenses absorbed or recouped		0.75	%		0.89	%		1.25	%

Ratio of net investment income
(loss) to average net assets:		0.30	%		0.19	%		(0.27	%)

Portfolio turnover rate		4.83	%		6.87	%		8.84	%

⁽¹⁾ Amount represents less than $0.01 per share

⁽²⁾ Commenced operations on November 1, 2004.

Financial Highlights

PRIMECAP Odyssey Aggressive Growth Fund

For a capital share outstanding throughout each period

	Year Ended October 31, 2007			Year Ended October 31, 2006			Period Ended October 31, 2005⁽²⁾

Net asset value, beginning of period	$	13.92		$	11.24		$	10.00

Income from investment operations:
Net investment loss		(0.03	)		(0.02	)		(0.06	)
Net realized and unrealized gain on investments		2.34			2.70			1.30
Total from investment operations		2.31			2.68			1.24

Less Distributions:
Distributions from realized gain		(0.20	)		0.00			0.00
Total distributions		(0.20	)		0.00			0.00

Redemption fee proceeds		0.00	⁽¹⁾		0.00	⁽¹⁾		0.00	⁽¹⁾

Net asset value, end of period	$	16.03		$	13.92		$	11.24

Total return		16.76	%		23.84	%		12.40	%

Ratios/supplemental data:
Net assets, end of period (millions)	$	375.2		$	119.9		$	22.8

Ratio of expenses to average net assets:
Before fees waived and expenses absorbed or recouped		0.78	%		0.99	%		1.82	%
After fees waived and expenses absorbed or recouped		0.78	%		0.99	%		1.25	%

Ratio of net investment
loss to average net assets:		(0.25	%)		(0.33	%)		(0.82	%)


Portfolio turnover rate		6.02	%		12.30	%		7.38	%

⁽¹⁾ Amount represents less than $0.01 per share

⁽²⁾ Commenced operations on November 1, 2004.

Privacy Notice

PRIMECAP Odyssey Funds

PRIMECAP Management Company

PRIVACY NOTICE

Maintaining the confidentiality of client personal financial information is very important to PRIMECAP Odyssey Funds (the “Trust”) and PRIMECAP Management Company (the “Advisor”). The Advisor and the Trust may collect several types of nonpublic personal information about investors, including:

·	Information from forms that investors may fill out and send to the Advisor or the Trust in connection with an account (such as name, address, and social security number);

·	Information an investor may give the Advisor or the Trust orally;

·	Information about the amount investors have invested in an account;

·	Information about any bank account investors may use for transfers between a bank account and a shareholder account.

The Advisor and the Trust will not sell or disclose client personal information to anyone except as permitted or required by law. For example, information collected may be shared with the independent auditors in the course of the annual audit of the Advisor or the Trust. The Advisor or the Trust may also share this information with the Advisor’s or the Trust’s legal counsel, as deemed appropriate, and with regulators. Finally, the Advisor or the Trust may disclose information about clients or investors at the client’s or investor’s request (for example, by sending duplicate account statements to someone designated by the client or investor), or as otherwise permitted or required by law.

Within the Advisor and the Trust, access to information about clients and investors is restricted to those employees or service providers who need to know the information to service client accounts. The Advisor’s employees are trained to follow its procedures to protect client privacy and are instructed to access information about clients only when they have a business reason to obtain it.

The Advisor and the Trust reserve the right to change this privacy policy in the future, but we will not disclose investor nonpublic personal information except as required or permitted by law without giving the investor an opportunity to instruct us not to do so.

Additional Information

Annual/Semiannual Report to Shareholders. The Trust’s shareholder reports contain additional information about the Funds, including financial statements, investment results, portfolio holdings, a statement from management discussing market conditions and the Funds’ investment strategies that significantly affected the Funds’ performances, and the independent accountants’ report (in the Annual Report).

Statement of Additional Information (“SAI”). The SAI contains more detailed information on all aspects of the Funds, including the Funds’ financial statements, and is incorporated by reference into this Prospectus.

The SAI has been filed with the Securities and Exchange Commission (“SEC”). The SAI and other related materials about the Funds are available for review or to be copied at the SEC’s Public Reference Room in Washington, D.C. (202/551-8090), on the EDGAR database on the SEC’s website at www.sec.gov or, after payment of a duplicating fee, via e-mail request to publicinfo@sec.gov or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

Household Mailings. Each year you are automatically sent an updated Prospectus and Annual and Semiannual Reports for the Funds. You may also occasionally receive proxy statements for the Funds. In an effort to decrease costs and to reduce the volume of mail you receive, when possible only one copy of these documents will be sent to shareholders who are part of the same family and share the same address.

If you would like to receive a free copy of the SAI or Annual/Semiannual Reports to shareholders, or to make inquiries about the Funds, please call the Funds at (800) 729-2307 or write to the Funds c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. The Funds’ documents are also available on the Funds’ website at www.odysseyfunds.com.

Investment Company File No. 811-21597

THE TRUST		2
INVESTMENT RESTRICTIONS		2
ADDITIONAL INFORMATION ON FUND INVESTMENTS AND RISKS		3
MANAGEMENT		16
DETERMINATION OF NET ASSET VALUE		27
PURCHASE AND REDEMPTION OF SHARES		28
PORTFOLIO TRANSACTIONS		28
FEDERAL TAX INFORMATION		30
GENERAL INFORMATION		34

Name Address Age	Position(s) Held with Trust	Term of Office; Length of Time Served	Principal Occupation(s) During Past 5 Years
Howard B. Schow 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 80	Co-Chief Executive Officer	Indefinite; Since 09/04	Chairman and Director, Portfolio Manager, Chief Investment Officer and Principal, PRIMECAP Management Company
Theo A. Kolokotrones 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 62	Co-Chief Executive Officer	Indefinite; Since 09/04	President, Director, Portfolio Manager and Principal, PRIMECAP Management Company
Joel P. Fried 225 South Lake Ave, Suite 400, Pasadena, CA 91101-3005 Age: 46	Co-Chief Executive Officer and Trustee	Indefinite; Since 09/04	Executive Vice President, Director, Portfolio Manager and Principal, PRIMECAP Management Company
David H. Van Slooten 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 44	Chief Financial Officer and Secretary	Indefinite; Since 06/04	Senior Vice President, Portfolio Manager, Financial Analyst and Principal, PRIMECAP Management Company
Baltej S. Kochar 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 37	Vice President and Chief Administrative Officer	Indefinite; Since 10/04	Vice President and Financial Analyst, PRIMECAP Management Company (1/04 – Present); Chief Executive Officer, The Share Group, Inc. (9/01 – 1/03)
Karen Chen 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 35	Vice President of Compliance and Chief Compliance Officer and AML Officer	Indefinite; Since 10/04	Chief Compliance Officer, Director of Compliance and Reporting, PRIMECAP Management Company (10/04 – Present); Team Lead – Legal and Compliance, Pacific Investment Management Company (7/02 – 9/04 and 11/97 – 7/99)

Benjamin F. Hammon 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 72	Chairman of the Board and Trustee	Indefinite; Since 09/04	Retired; Director, Institutional Equity Sales, Salomon Smith Barney Inc. (1963-1998)	3	None
Wayne H. Smith 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 66	Chairman of the Audit Committee and Trustee	Indefinite; Since 09/04	Retired; President, Wayne H. Smith Consulting, Inc. (2002-2007); Vice President, Financial Services, Avery Dennison Corporation (2001-2002); Vice President, Financial Services, and Treasurer, Avery Dennison Corporation (1999-2001)	3	None
Joseph G. Uzelac 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 64	Trustee	Indefinite; Since 10/07	Retired; Managing Director Lehman Brothers Global Investment Bank (1/88 – 8/07).	3	None

Name Address Age	Position(s) Held with Trust	Term of Office; Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee²	Other Directorships Held by Trustee
Joel P. Fried¹ 225 South Lake Ave., Suite 400, Pasadena, CA 91101-3005 Age: 46	Co-Chief Executive Officer and Trustee	Indefinite; Since 09/04	Executive Vice President, Director, Portfolio Manager and Principal, PRIMECAP Management Company	3	None
¹ Mr. Fried is an “interested person” of the Trust, as defined by the 1940 Act, because of his employment with PRIMECAP Management Company, the investment advisor to the Trust. ² Fund Complex includes any funds, series of funds, or trusts that share the same advisor or that hold themselves out to investors as related companies.

Name, Position¹	Aggregate Compensation from Trust	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Trust and Fund Complex² Paid to Trustees
Benjamin F. Hammon, Independent Trustee	$15,000	None	None	$15,000
Wayne H. Smith, Independent Trustee	$15,000	None	None	$15,000
Joseph G. Uzelac, Independent Trustee³	$3,750	None	None	$3,750
Joel P. Fried, Interested Trustee and Co-Chief Executive Officer	None	None	None	None

Ownership of Securities	Joel P. Fried Interested Trustee	Benjamin F. Hammon Independent Trustee	Wayne H. Smith Independent Trustee	Joseph G. Uzelac¹ Independent Trustee
PRIMECAP Odyssey Stock Fund	e	e	d	c
PRIMECAP Odyssey Growth Fund	e	e	d	c
PRIMECAP Odyssey Aggressive Growth Fund	e	e	e	c
Aggregate Dollar Range of Equity Securities In All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies	e	e	e	c

Advisory Fees	Fiscal Year Ended October 31, 2007		Fiscal Year Ended October 31, 2006		Fiscal Year Ended October 31, 2005
	Fees Accrued	Fees Waived	Fees Accrued	Fees Waived	Fees Accrued	Fees Waived
PRIMECAP Odyssey Stock Fund	$901,206	$0	$329,077	$0	$94,324	$86,276
PRIMECAP Odyssey Growth Fund	$1,960,516	$0	$687,970	$0	$91,862	$83,100
PRIMECAP Odyssey Aggressive Growth Fund	$1,527,247	$0	$344,429	$0	$92,790	$87,989

Name	Years of Experience
Howard B. Schow	51
Mitchell J. Milias	43
Theo A. Kolokotrones	37
Joel P. Fried	23
Alfred W. Mordecai	10

Category of Account	Total Number of Accounts Managed	Total Assets in Accounts Managed (in billions)	Number of Accounts for which Advisory Fee is Based on Performance	Assets in Accounts for which Advisory Fee is Based on Performance
Howard B. Schow, Theo A. Kolokotrones, Joel P. Fried, and Alfred W. Mordecai
Other Registered Investment Companies	6	$49.2	0	0
Other Pooled Investment Vehicles	1	$0.2	0	0
Other Accounts	24	$17.2	0	0
Mitchell J. Milias
Other Registered Investment Companies	4	$38.6	0	0
Other Pooled Investment Vehicles	0	$0	0	0
Other Accounts	24	$17.2	0	0

Name of Portfolio Manager	Dollar Range of Equity Securities in the Fund Beneficially Owned (None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001 - $500,000, $500,001-$1,000,000, Over $1,000,000)
	PRIMECAP Odyssey Stock Fund	PRIMECAP Odyssey Growth Fund	PRIMECAP Odyssey Aggressive Growth Fund
Howard B. Schow	Over $1,000,000	Over $1,000,000	Over $1,000,000
Mitchell J. Milias	Over $1,000,000	Over $1,000,000	Over $1,000,000
Theo A. Kolokotrones	Over $1,000,000	Over $1,000,000	Over $1,000,000
Joel P. Fried	Over $1,000,000	Over $1,000,000	Over $1,000,000
Alfred W. Mordecai	$100,001 - $500,000	$500,001 - $1,000,000	$100,001 - $500,000

Administration Fees	Fiscal Year Ended October 31, 2007	Fiscal Year Ended October 31, 2006	Fiscal Year Ended October 31, 2005
PRIMECAP Odyssey Stock Fund	$92,822	$44,271	$32,000
PRIMECAP Growth Fund	$209,747	$91,055	$32,000
PRIMECAP Odyssey Aggressive Growth Fund	$161,471	$46,874	$32,000

Net Assets	=	Net Asset Value per share
Shares Outstanding

$216,387,234	=	$15.22
14,221,625

	2007	2006	2005
PRIMECAP Odyssey Stock Fund	$134,061	$69,075	$48,389
PRIMECAP Odyssey Growth Fund	$343,775	$210,989	$67,657
PRIMECAP Odyssey Aggressive Growth Fund	$413,868	$169,729	$64,428

Portfolio Turnover	Fiscal Years Ended October 31,
	2007	2006
PRIMECAP Odyssey Stock Fund	5.87%	4.09%
PRIMECAP Odyssey Growth Fund	4.83%	6.87%
PRIMECAP Odyssey Aggressive Growth Fund	6.02%	12.30%

Principal Holders of the PRIMECAP Odyssey Stock Fund
Name and Address	% Ownership	Type of Ownership
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303	35.46%	Record
Charles Schwab Co. 101 Montgomery Street San Francisco, CA 94104	25.71%	Record
Prudential Investment Management P.O. Box 30958 New York, NY 10087	15.17%	Record
National Financial 200 Liberty St. New York, NY 10281	8.45%	Record

Academy Fund Trust	Jensen Portfolio
Advisors Series Trust	Julius Baer Investment Funds
AIP Alternative Strategies Funds	Kensington Funds
AIP Variable Insurance Trust	Keystone Mutual Funds
Allied Asset Advisors Funds	Kiewit Investment Fund, LLLP
Alpine Equity Trust	Kirr Marbach Partners Funds Inc.
Alpine Income Trust	LKCM Funds
Alpine Series Trust	Masters’ Select Fund Trust
Brandes Investment Trust	Matrix Advisors Value Fund, Inc.
Brandywine Blue Funds, Inc.	Monetta Fund, Inc.
Brazos Mutual Funds	Monetta Trust
Bridges Investment Fund, Inc.	MP63 Fund Inc.
Buffalo Balanced Fund Inc.	Nicholas Equity Income Fund Inc.
Buffalo Funds	Nicholas Family of Funds Inc.
Buffalo High Yield Fund Inc.	Nicholas Fund, Inc.
Buffalo Large Cap Fund Inc.	Nicholas High Income Fund, Inc.
Buffalo Small Cap Fund Inc.	Nicholas II, Inc.

Buffalo USA Global Fund Inc.	Nicholas Ltd Edition, Inc.
Country Mutual Funds Trust	Nicholas Money Market Fund, Inc.
Cullen Funds Trust	Permanent Portfolio Family of Funds Inc.
Empiric Funds, Inc.	Perritt Funds Inc.
Everest Funds	Perritt Microcap Opportunities Fund Inc.
Fairholme Funds Inc.	PRIMECAP Odyssey Funds
FFTW Funds, Inc.	Professionally Managed Portfolios
First American Funds Inc.	Prospector Funds, Inc.
First American Investment Funds Inc.	Prudent Bear Funds, Inc.
First American Strategy Funds Inc.	Purisima Funds
Fort Pitt Capital Funds	Quaker Investment Trust
Glenmede Fund Inc.	Rainier Investment Management Mutual Funds
Glenmede Portfolios	Rockland Funds Trust
Greenspring Fund Inc.	Summit Mutual Funds Inc.
Guinness Atkinson Funds	Thompson Plumb Funds Inc.
Harding Loevner Funds Inc.	TIFF Investment Program Inc.
Hennessy Funds Trust	Trust for Professional Managers
Hennessy Funds, Inc.	Underlying Funds Trust
Hennessy Mutual Funds, Inc.	USA Mutuals
Hotchkis & Wiley Funds	Wexford Trust
Intrepid Capital Management Funds Trust	Wisconsin Capital Funds, Inc.
Jacob Internet Fund Inc.	WY Funds

Name and Principal Business Address	Position and Offices with Quasar Distributors, LLC	Positions and Offices with Registrant
James R. Schoenike	President, Board Member	None
Andrew Strnad	Secretary	None
Joe Redwine	Board Member	None
Bob Kern	Board Member	None
Eric W. Falkeis	Board Member	None
Teresa Cowan	Assistant Secretary	None
The address of each of the foregoing is 615 East Michigan Street, Milwaukee, Wisconsin, 53202.

Records Relating to:	Are located at:
Registrant's Fund Administrator and Fund Accountant	U.S. Bancorp Fund Services, LLC 2020 East Financial Way, Ste. 100 Glendora, CA 91741
Registrant's Transfer Agent	U.S. Bancorp Fund Services, LLC 615 East Michigan St Milwaukee, WI 53202
Registrant's Investment Adviser	PRIMECAP Management Company 225 South Lake Avenue, Suite 400 Pasadena, CA 91101-3005
Registrant's Custodian	Mellon Bank, N.A. One Mellon Center, Pittsburgh, PA 15258
Registrant's Distributor	Quasar Distributors, LLC 615 East Michigan St Milwaukee, WI 53202

Name	Title
Howard B. Schow*	Co-Chief Executive Officer
Howard B. Schow	(Principal Executive Officer)

/s/ Joel P. Fried	Co-Chief Executive Officer, Trustee
Joel P. Fried	(Principal Executive Officer)

Theo A. Kolokotrones*	Co-Chief Executive Officer
Theo A. Kolokotrones	(Principal Executive Officer)

Benjamin F. Hammon*	Trustee
Benjamin F. Hammon

Wayne H. Smith*	Trustee
Wayne H. Smith

Joseph G. Uzelac*	Trustee
Joseph G. Uzelac

David H. Van Slooten*	Chief Financial Officer and Secretary
David H. Van Slooten	(Principal Financial Officer)

/s/Joel P. Fried *Joel P. Fried Attorney-in-Fact pursuant to Power of Attorney previously filed with the Registrant’s Registration Statement.

Exhibit	Exhibit No.

Power of Attorney for Trustee Joe Uzelac	EX-99.h(8)

Consent of Independent Public Accountants	EX-99.j