Exhibit 99.h.5


                          EXPENSE LIMITATION AGREEMENT

         This AGREEMENT is made this 29th day of October 2004, between PRIMECAP
Odyssey Funds, a Delaware statutory trust (the "Trust") and PRIMECAP Management
Company, a California corporation (hereinafter called the "Adviser").

                               W I T N E S S E T H

         WHEREAS, the Adviser has entered into an Investment Advisory Agreement
with the Trust, pursuant to which the Adviser agrees to provide, or arrange for
the provision of, investment advisory and management services to the Trust; and

         WHEREAS, the Trust and the Adviser believe that capping the total
expenses of shares of each series of the Trust (a "Fund") is in the best
interests of the Fund;

         NOW, THEREFORE, the parties hereto do hereby agree as follows:

         1. Limit on Operating Expenses. The Adviser hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in Appendix A of this Agreement (the "Expense
Caps") by waiving all or a portion of its management fee and, if necessary,
bearing other Operating Expenses, with respect to such Fund.

         2. Definition. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Adviser's investment
advisory or management fee as described in the Investment Advisory Agreement,
and other expenses described in the Investment Advisory Agreement, but does not
include any front-end or contingent deferred loads, taxes, interest, brokerage
commissions, expenses incurred in connection with any merger or reorganization
or extraordinary expenses such as litigation.

         3. Term. This Agreement shall become effective on the date specified
herein and shall remain in effect until October 31, 2007, unless sooner
terminated as provided in Paragraph 6 of this Agreement or unless renewed in
writing by the Adviser and the Board of Trustees.

         4. Termination. This Agreement may be terminated at any time by the
Trust on behalf of any one or more of the Funds or by the Board of Trustees of
the Trust, upon sixty (60) days' written notice to the Adviser without payment
of any penalty and shall automatically terminate upon the termination of the
Investment Advisory Agreement.

         5. Assignment. This Agreement and all rights and obligations hereunder
may not be assigned without the written consent of the other party.

         6. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.

         7. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction of effect.





         8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended, and the
Investment Advisers Act of 1940, as amended, and any rules and regulations
promulgated thereunder.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


PRIMECAP Odyssey Funds                        PRIMECAP Management Company


By        /s/ Joel P. Fried                   By        /s/ Howard B. Schow
  -----------------------------------           --------------------------------
Name:    Joel P. Fried                        Name:    Howard B. Schow
Title:   Co-Chief Executive Officer           Title:   Chairman


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                                   SCHEDULE A

                             PRIMECAP Odyssey Funds



Each Fund of PRIMECAP Odyssey Fund's annualized expenses will be limited to the
following annual rate of average daily net assets shown below:



PRIMECAP Odyssey Growth Fund                                           1.25%
PRIMECAP Odyssey Aggressive Growth Fund                                1.25%
PRIMECAP Odyssey Stock Fund                                            1.25%


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