Table of Contents
As filed with the Securities and Exchange Commission on December 30, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21597
PRIMECAP Odyssey Funds
(Exact name of registrant as specified in charter)
225 South Lake Avenue, Suite 400
Pasadena, CA 91101
(Address of principal executive offices) (Zip code)
Michael J. Ricks
PRIMECAP Management Company
225 South Lake Avenue, Suite 400
Pasadena, CA 91101
(Name and address of agent for service)
(626) 304-9222
Registrant’s telephone number, including area code
Date of fiscal year end: October 31
Date of reporting period: October 31, 2013
Table of Contents
Item 1. Reports to Stockholders.
Table of Contents
Item 1. Reports to Stockholders.
ANNUAL REPORT
For the Year Ended October 31, 2013
PRIMECAP ODYSSEY STOCK (POSKX)
PRIMECAP ODYSSEY GROWTH (POGRX)
PRIMECAP ODYSSEY AGGRESSIVE GROWTH (POAGX)
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PRIMECAP Odyssey Funds |
Dear Fellow Shareholders,
For the fiscal year ended October 31, 2013, the PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund produced total returns of +32.55%, +38.02%, and +52.23%, respectively. Each fund’s return exceeded the +27.18% total return of the unmanaged S&P 500 index.
Each of the PRIMECAP Odyssey Funds will distribute capital gains in December 2013. Despite these distributions, we want to assure the Funds’ shareholders that we are always mindful of the tax consequences of our investment decisions. As long-term investors, we hold most of our positions for years, not months, which helps minimize capital gains distributions. The PRIMECAP Odyssey Stock Fund is distributing capital gains for the first time since December 2007. The more sizeable capital gains for the PRIMECAP Odyssey Growth Fund and the PRIMECAP Odyssey Aggressive Growth Fund are due primarily to acquisitions at substantial premiums of several companies held in the funds.
Over the past fiscal year, the investment environment was heavily influenced by central banks in the United States, Japan, and the European Union. In the United States, the Federal Reserve maintained its ultra-low interest rate policy and continued to purchase $85 billion per month of Treasury bonds and mortgage-backed securities. The mere suggestion in May by then-Chairman Ben Bernanke that the Fed might reduce or “taper” the amount of these purchases impacted the prices of a wide array of financial assets, notably long-term U.S. Treasury bonds, which declined in price. In Japan, the central bank instituted a large-scale quantitative easing program of its own, resulting in dramatic stock market appreciation and a devaluation of the Yen relative to the U.S. Dollar and other major currencies. Recently, the European Central Bank unexpectedly cut short-term interest rates. While equity markets in Japan, the United States, and Western Europe performed strongly over the period, equity markets in developing countries in Asia and Latin America generally declined.
The slow economic recovery in the United States continued in spite of the payroll tax increase and reduced government spending. The housing market remained an area of strength as prices rose by double-digits in most cities according to the S&P/Case-Shiller U.S. National Home Price Index. Demand for capital goods such as automobiles, aircraft, and consumer durables picked up, aided by the low interest rate environment. The labor market improved but remained weak, with high levels of underemployment and a decline in the workforce participation rate calling into question the significance of the headline 7.3% unemployment rate. Consumer price inflation remained low, aided by lower gasoline prices.
The U.S. stock market appreciated significantly, and the S&P 500 reached a new, all-time high. The market was led by cyclical sectors such as consumer discretionary and industrials, as well as smaller capitalization issues. Defensive sectors such as telecom services and utilities significantly lagged the overall market. While stocks remain reasonably priced by historical standards and appear attractive relative to bonds, we are skeptical that recent earnings per share growth, which has largely been generated through profit margin expansion and financial engineering, can be sustained unless revenue growth accelerates.
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Letter to Shareholders
PRIMECAP Odyssey Funds
continued
Turning to the portfolios, the vast majority of the relative outperformance during the fiscal year for each of the three PRIMECAP Odyssey Funds was due to favorable stock selection, particularly in the health care and information technology sectors. Each fund also benefited from a substantial overweight position in the health care sector, which outperformed the S&P 500 over the period, as well as underweight positions in energy, telecom services, and utilities, the three worst-performing sectors.
Each of the PRIMECAP Odyssey Funds continues to be overweight in the health care and information technology sectors and underweight in the consumer staples, energy, and financials sectors.
A more detailed discussion of the results of each PRIMECAP Odyssey Fund follows.
PRIMECAP Odyssey Stock Fund
From November 1, 2012 to October 31, 2013, the Stock Fund’s total return of +32.55% exceeded the S&P 500’s total return of +27.18%.
Favorable stock selection in the information technology, industrials, and financials sectors, as well as an overweight position in the health care sector, drove the fund’s relative outperformance. Underweight positions in utilities, telecom services, and energy also benefited relative returns. The most important contributors to the fund’s results included Charles Schwab (+69.2%), Southwest Airlines (+96.7%), Texas Instruments (+54.2%), and Boeing (+89.5%).
These positives were partially offset by unfavorable stock selection in the consumer discretionary sector, notably Carnival Corporation (-4.6%).
The top 10 holdings, which collectively represented 32.2% of the portfolio at the period end, are listed below:
PRIMECAP Odyssey Stock Fund Top 10 Holdings as of 10/31/13 | Ending % of Total Portfolio* | |||
Roche Holding AG | 4.8 | |||
Johnson & Johnson | 3.8 | |||
Charles Schwab Corp. | 3.8 | |||
Amgen Inc. | 3.8 | |||
Eli Lilly & Co. | 3.3 | |||
Texas Instruments Inc. | 3.2 | |||
L Brands, Inc. | 2.6 | |||
Microsoft Corp. | 2.6 | |||
Medtronic, Inc. | 2.2 | |||
Novartis AG | 2.1 | |||
Total % of Portfolio | 32.2 | % |
* | The percentage is calculated by using the ending market value of the security divided by the ending market value of all investments of the Fund. |
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Letter to Shareholders
PRIMECAP Odyssey Funds
continued
PRIMECAP Odyssey Growth Fund
From November 1, 2012 to October 31, 2013, the Growth Fund’s total return was +38.02%, exceeding both the S&P 500’s total return of +27.18% and the Russell 1000 Growth Index’s total return of +28.30% .
Favorable stock selection in the information technology and health care sectors, as well as the fund’s large overweight position in the health care sector (39.9% average weight compared to 12.6% for the S&P 500) accounted for most of the fund’s relative outperformance. The most important contributors to the fund’s results included Seattle Genetics (+53.6%), Biogen Idec (+76.7%), Roche (+49.2%), ImmunoGen (+48.5%), Conceptus (+64.4%), Charles Schwab (+69.2%), Electronic Arts (+112.6%), and Cree (+100.5%).
The fund’s overweight position in the information technology sector and underweight position in the financials sector partially offset these positives.
The top 10 holdings, which collectively represented 31.1% of the portfolio at the period end, are listed below:
PRIMECAP Odyssey Growth Fund Top 10 Holdings as of 10/31/13 | Ending % of Total Portfolio* | |||
Seattle Genetics, Inc. | 4.9 | |||
Roche Holding AG | 4.5 | |||
Amgen Inc. | 4.2 | |||
Biogen Idec Inc. | 2.7 | |||
ImmunoGen, Inc. | 2.6 | |||
Charles Schwab Corp. | 2.6 | |||
Eli Lilly & Co. | 2.5 | |||
L Brands, Inc. | 2.4 | |||
Google Inc. Cl A | 2.4 | |||
Adobe Systems Inc. | 2.3 | |||
Total % of Portfolio | 31.1 | % |
* | The percentage is calculated by using the ending market value of the security divided by the ending market value of all investments of the Fund. |
PRIMECAP Odyssey Aggressive Growth Fund
From November 1, 2012 to October 31, 2013, the Aggressive Growth Fund’s total return of +52.23% exceeded both the S&P 500’s total return of +27.18% and the Russell Midcap Growth Index’s total return of +33.93%.
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Letter to Shareholders
PRIMECAP Odyssey Funds
continued
Favorable stock selection in the information technology, health care, industrials, consumer discretionary, and financials sectors was the primary driver of the fund’s outperformance. While many individual stocks contributed to the fund’s positive results, the largest contributors were Pharmacyclics (+94.3%), Tesla (+468.5%), Dreamworks (+67.8%), Seattle Genetics (+53.6%), Micron (+225.9%), Delta Airlines (+174.7%), and comScore (+88.8%).
The top 10 holdings, which collectively represented 24.4% of the portfolio at the period end, are listed below:
PRIMECAP Odyssey Aggressive Growth Fund Top 10 Holdings as of 10/31/13 | Ending % of Total Portfolio* | |||
Pharmacyclics, Inc. | 3.7 | |||
DreamWorks Animation SKG Inc. Cl A | 3.2 | |||
QIAGEN NV | 2.7 | |||
Roche Holding AG | 2.7 | |||
Seattle Genetics, Inc. | 2.6 | |||
Tribune Co. Cl A | 2.0 | |||
Delta Air Lines, Inc. | 2.0 | |||
CME Group Inc. Cl A | 1.9 | |||
Micron Technology, Inc. | 1.8 | |||
Polypore International, Inc. | 1.8 | |||
Total % of Portfolio | 24.4 |
* | The percentage is calculated by using the ending market value of the security divided by the ending market value of all investments of the Fund. |
Outlook
Looking ahead to fiscal year 2014, we are less optimistic about the outlook for U.S. equities than we have been in recent years. The S&P 500 has rebounded by more than 150% since its March 2009 low to an all-time high level, and valuations appear stretched in some segments of the market. Revenue growth remains tepid, profit margins are near all-time highs, and borrowing costs are near all-time lows. We believe that the scope for further profit margin expansion is limited and that interest rates are likely to return to more normal levels. Unless revenue growth accelerates, we would expect slower earnings growth over the next few years than has been realized over the past few years.
We are concerned that the lack of significant consumer price inflation in developed economies since the Great Recession has led many to assume that these conditions will persist indefinitely. In an inflationary environment, interest rates need to increase to compensate lenders for the loss of
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Letter to Shareholders
PRIMECAP Odyssey Funds
continued
purchasing power, making debts more difficult to service. Overall debt levels in the United States remain high relative to Gross Domestic Product (GDP), and the U.S. Government’s fiscal outlook is clouded by large, unfunded obligations related to entitlement programs. Though U.S. interest rates have risen from their recent lows, they remain very low by historical standards. At some point, interest rates should rise to more normal levels. We believe the portfolios are relatively well-positioned in such a scenario given the strong balance sheets of many of the companies in the portfolios.
While market and economic cycles vary in duration and are difficult to predict, new technologies that improve upon existing methods tend to be adopted irrespective of such cycles. Our overweight positions in the information technology and health care sectors are largely based on our assessment of how technologies are likely to evolve and which companies are best positioned to benefit as these technologies are adopted. In the information technology area, the internet is proliferating as new platforms such as smartphones are adopted worldwide and new use-cases such as utility computing services, often referred to as cloud computing services, are developed. We believe that we have positioned the funds to benefit from the ongoing growth of the internet by investing in companies that provide enabling technologies as well as companies that provide internet-based services directly to end users.
Our substantial investments in the health care sector reflect our belief that innovation in this area will continue, as well as our expectation that the consumption of health care services will grow more rapidly than the overall economy for the foreseeable future. Global demographic trends are supportive of demand growth due to the aging of populations in most developed countries as well as China (largely due to that country’s implementation of a one-child policy in 1979). As the proportion of elderly people in the population increases, health care spending grows since older age groups consume considerably more health care resources than the general population. On the supply side, the health care industry’s considerable investments in research and development over the years are driving the development of new and more effective therapies for many diseases such as cancer, diabetes, and Alzheimer’s.
While we are particularly enthusiastic about the funds’ investments in the health care and information technology sectors, we continue to seek investment opportunities in all sectors of the market, focusing on companies that have better growth prospects over a three-to-five year horizon than their current market valuations would suggest.
In conclusion, we remain committed to our investment philosophy, which is based on individual stock selection. While this “bottom-up” approach can lead to periods of underperformance when the stocks in our portfolios fall out of favor, we believe it will generate superior results for investors over the long-term.
Sincerely,
PRIMECAP Management Company
November 11, 2013
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Letter to Shareholders
PRIMECAP Odyssey Funds
continued
Past performance is not a guarantee of future results.
The funds invest in smaller companies, which involve additional risks such as limited liquidity and greater volatility. All funds may invest in foreign securities, which involves greater volatility and political, economic and currency risks and differences in accounting methods. Mutual fund investing involves risk, and loss of principal is possible. Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales.
Please refer to the Schedule of Investments for details of fund holdings. Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
The S&P 500 is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. The Russell 1000 Growth Index is an index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The S&P/Case-Shiller U.S. National Home Price Index tracks the value of single-family housing within the United States. You cannot invest directly in an index.
Earnings per share is calculated by taking total earnings divided by the number of shares outstanding.
Earnings growth is not a prediction of a fund’s future performance.
The information provided herein represents the opinions of PRIMECAP Management Company and is not intended to be a forecast of future events, a guarantee of future results, or investment advice.
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The following chart compares the value of a hypothetical $10,000 investment in the PRIMECAP Odyssey Stock Fund from November 1, 2004 (inception) to October 31, 2013, compared to the S&P 500. This chart illustrates the performance of a hypothetical $10,000 investment made on the fund’s inception date and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The chart assumes reinvestment of capital gains and dividends.
Total Return Period Ended October 31, 2013 | ||||||||||||
1 Year | Annualized 5 Year | Annualized Since Inception^ | ||||||||||
PRIMECAP Odyssey Stock Fund | 32.55% | 16.43% | 9.22% | |||||||||
S&P 500* | 27.18% | 15.17% | 7.24% |
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-800-729-2307.
* | The S&P 500 is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. |
^ | November 1, 2004 |
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Performance Graphs |
The following chart compares the value of a hypothetical $10,000 investment in the PRIMECAP Odyssey Growth Fund from November 1, 2004 (inception) to October 31, 2013, compared to the S&P 500. This chart illustrates the performance of a hypothetical $10,000 investment made on the fund’s inception date and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The chart assumes reinvestment of capital gains and dividends.
Total Return Period Ended October 31, 2013 | ||||||||||||
1 Year | Annualized 5 Year | Annualized Since Inception^ | ||||||||||
PRIMECAP Odyssey Growth Fund | 38.02% | 18.54% | 10.21% | |||||||||
S&P 500* | 27.18% | 15.17% | 7.24% |
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-800-729-2307.
* | The S&P 500 is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. |
^ | November 1, 2004 |
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Performance Graphs |
The following chart compares the value of a hypothetical $10,000 investment in the PRIMECAP Odyssey Aggressive Growth Fund from November 1, 2004 (inception) to October 31, 2013, compared to the S&P 500. This chart illustrates the performance of a hypothetical $10,000 investment made on the fund’s inception date and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The chart assumes reinvestment of capital gains and dividends.
Total Return Period Ended October 31, 2013 | ||||||||||||
1 Year | Annualized 5 Year | Annualized Since Inception^ | ||||||||||
PRIMECAP Odyssey Aggressive Growth Fund | 52.23% | 26.17% | 13.35% | |||||||||
S&P 500* | 27.18% | 15.17% | 7.24% |
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-800-729-2307.
* | The S&P 500 is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. |
^ | November 1, 2004 |
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PRIMECAP Odyssey Funds |
PRIMECAP Odyssey Stock Fund
Consumer Discretionary | 9.2% | |||
Consumer Staples | 1.5% | |||
Energy | 5.0% | |||
Financials | 10.8% | |||
Health Care | 26.3% | |||
Industrials | 11.1% | |||
Information Technology | 18.6% | |||
Materials | 5.0% | |||
Utilities | 0.9% | |||
Short-Term Investments and Other Assets | 11.6% | |||
Total | 100.0% |
PRIMECAP Odyssey Growth Fund
Consumer Discretionary | 8.9% | |||
Energy | 3.8% | |||
Financials | 5.6% | |||
Health Care | 36.5% | |||
Industrials | 7.3% | |||
Information Technology | 25.0% | |||
Materials | 1.3% | |||
Short-Term Investments and Other Assets | 11.6% | |||
Total | 100.0% |
The tables above list sector allocations as a percentage of each fund’s total net assets as of October 31, 2013. The management report may make reference to average allocations during the period. As a result, the sector allocations above may differ from those discussed in the management report.
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Sector Breakdown
PRIMECAP Odyssey Funds
continued
PRIMECAP Odyssey Aggressive Growth Fund
Consumer Discretionary | 13.4% | |||
Consumer Staples | 1.2% | |||
Energy | 4.0% | |||
Financials | 2.8% | |||
Health Care | 29.5% | |||
Industrials | 11.6% | |||
Information Technology | 25.9% | |||
Materials | 0.8% | |||
Short-Term Investments and Other Assets | 10.8% | |||
Total | 100.0% |
The table above lists sector allocations as a percentage of the fund’s total net assets as of October 31, 2013. The management report may make reference to average allocations during the period. As a result, the sector allocations above may differ from those discussed in the management report.
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October 31, 2013 |
Shares | Value | |||||||
COMMON STOCKS – 88.4% | ||||||||
Consumer Discretionary – 9.2% | ||||||||
170,000 | Ascena Retail Group, Inc. (a) | $ | 3,364,300 | |||||
73,200 | Bed Bath & Beyond, Inc. (a) | 5,659,824 | ||||||
246,600 | CarMax, Inc. (a) | 11,587,734 | ||||||
1,134,400 | Carnival Corp. | 39,306,960 | ||||||
54,900 | DIRECTV (a) | 3,430,701 | ||||||
883,864 | L Brands, Inc. | 55,338,725 | ||||||
100,000 | Macy’s, Inc. | 4,611,000 | ||||||
250,000 | Mattel, Inc. | 11,092,500 | ||||||
150,000 | Ross Stores, Inc. | 11,602,500 | ||||||
1,025,000 | Sony Corp. – ADR | 17,681,250 | ||||||
193,400 | TJX Cos., Inc. | 11,756,786 | ||||||
225,000 | Walt Disney Co. (The) | 15,432,750 | ||||||
29,600 | Whirlpool Corp. | 4,321,896 | ||||||
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195,186,926 | ||||||||
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Consumer Staples – 1.5% | ||||||||
50,000 | CVS Caremark Corp. | 3,113,000 | ||||||
270,000 | Kellogg Co. | 17,077,500 | ||||||
150,000 | PepsiCo, Inc. | 12,613,500 | ||||||
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32,804,000 | ||||||||
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Energy – 5.0% | ||||||||
333,200 | Cameron International Corp. (a) | 18,279,352 | ||||||
515,200 | Encana Corp. | 9,232,384 | ||||||
30,000 | EOG Resources, Inc. | 5,352,000 | ||||||
65,000 | Exxon Mobil Corp. | 5,825,300 | ||||||
30,000 | National Oilwell Varco, Inc. | 2,435,400 | ||||||
100,000 | Noble Energy, Inc. | 7,493,000 | ||||||
65,000 | Range Resources Corp. | 4,921,150 | ||||||
132,634 | Schlumberger Ltd. | 12,430,458 | ||||||
55,000 | Southwestern Energy Co. (a) | 2,047,100 | ||||||
800,400 | Transocean Ltd. | 37,674,828 | ||||||
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105,690,972 | ||||||||
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Financials – 10.8% | ||||||||
117,000 | American Express Co. | 9,570,600 | ||||||
3,601,400 | Charles Schwab Corp. (The) | 81,571,710 | ||||||
130,000 | Chubb Corp. (The) | 11,970,400 | ||||||
29,000 | CME Group, Inc. | 2,152,090 | ||||||
432,000 | Comerica, Inc. | 18,705,600 | ||||||
884,950 | Marsh & McLennan Cos., Inc. | 40,530,710 |
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments
PRIMECAP Odyssey Stock Fund
October 31, 2013 – continued
Shares | Value | |||||||
Financials (continued) | ||||||||
281,600 | Mercury General Corp. | $ | 13,111,296 | |||||
617,400 | Wells Fargo & Co. | 26,356,806 | ||||||
597,500 | Willis Group Holdings PLC | 26,929,325 | ||||||
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| |||||||
230,898,537 | ||||||||
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| |||||||
Health Care – 26.3% | ||||||||
778,900 | Abbott Laboratories | 28,468,795 | ||||||
476,200 | AbbVie, Inc. | 23,071,890 | ||||||
75,000 | Affymetrix, Inc. (a) | 530,250 | ||||||
697,200 | Amgen, Inc. | 80,875,200 | ||||||
121,600 | Biogen Idec, Inc. (a) | 29,693,504 | ||||||
117,900 | Boston Scientific Corp. (a) | 1,378,251 | ||||||
1,410,000 | Eli Lilly & Co. | 70,246,200 | ||||||
521,735 | GlaxoSmithKline PLC – ADR | 27,458,913 | ||||||
884,100 | Johnson & Johnson | 81,876,501 | ||||||
810,000 | Medtronic, Inc. | 46,494,000 | ||||||
587,250 | Novartis AG – ADR | 45,541,237 | ||||||
365,000 | PerkinElmer, Inc. | 13,884,600 | ||||||
367,400 | Roche Holding AG – CHF | 101,714,752 | ||||||
175,000 | Sanofi – ADR | 9,359,000 | ||||||
|
| |||||||
560,593,093 | ||||||||
|
| |||||||
Industrials – 11.1% | ||||||||
47,600 | Alaska Air Group, Inc. | 3,363,416 | ||||||
35,000 | Babcock & Wilcox Co. (The) | 1,127,350 | ||||||
260,000 | Boeing Co. (The) | 33,930,000 | ||||||
180,000 | C.H. Robinson Worldwide, Inc. | 10,753,200 | ||||||
25,000 | Caterpillar, Inc. | 2,084,000 | ||||||
33,000 | CIRCOR International, Inc. | 2,434,410 | ||||||
100,000 | CSX Corp. | 2,606,000 | ||||||
401,241 | Curtiss-Wright Corp. | 19,973,777 | ||||||
208,300 | European Aeronautic Defence and Space Co. N.V. – EUR | 14,313,537 | ||||||
201,900 | FedEx Corp. | 26,448,900 | ||||||
281,900 | Honeywell International, Inc. | 24,449,187 | ||||||
181,000 | Norfolk Southern Corp. | 15,569,620 | ||||||
220,000 | PACCAR, Inc. | 12,232,000 | ||||||
15,000 | Pentair Ltd. | 1,006,350 | ||||||
349,100 | Ritchie Bros. Auctioneers, Inc. | 6,912,180 | ||||||
45,000 | Rockwell Automation, Inc. | 4,968,450 |
The accompanying notes are an integral part of these financial statements.
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Schedule of Investments
PRIMECAP Odyssey Stock Fund
October 31, 2013 – continued
Shares | Value | |||||||
Industrials (continued) | ||||||||
2,154,200 | Southwest Airlines Co. | $ | 37,095,324 | |||||
181,700 | United Parcel Service, Inc. – Class B | 17,850,208 | ||||||
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237,117,909 | ||||||||
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Information Technology – 18.6% | ||||||||
45,650 | Accenture PLC – Class A | 3,355,275 | ||||||
180,000 | Activision Blizzard, Inc. | 2,995,200 | ||||||
447,600 | Adobe Systems, Inc. (a) | 24,259,920 | ||||||
93,200 | Altera Corp. | 3,131,520 | ||||||
53,000 | Analog Devices, Inc. | 2,612,900 | ||||||
1,015,000 | Applied Materials, Inc. | 18,117,750 | ||||||
675,000 | Cisco Systems, Inc. | 15,187,500 | ||||||
750,000 | Corning, Inc. | 12,817,500 | ||||||
300,000 | Diebold, Inc. | 8,988,000 | ||||||
416,400 | Electronic Arts, Inc. (a) | 10,930,500 | ||||||
81,500 | EMC Corp. | 1,961,705 | ||||||
11,500 | Google, Inc. – Class A (a) | 11,851,670 | ||||||
350,000 | Hewlett-Packard Co. | 8,529,500 | ||||||
350,000 | Intel Corp. | 8,550,500 | ||||||
56,100 | Intuit, Inc. | 4,006,101 | ||||||
433,000 | KLA-Tencor Corp. | 28,404,800 | ||||||
438,000 | L.M. Ericsson Telephone Co. – ADR | 5,251,620 | ||||||
4,900 | MasterCard, Inc. – Class A | 3,513,790 | ||||||
1,561,700 | Microsoft Corp. | 55,206,095 | ||||||
81,400 | NeuStar, Inc. – Class A (a) | 3,737,888 | ||||||
155,000 | NVIDIA Corp. | 2,352,900 | ||||||
415,300 | QUALCOMM, Inc. | 28,850,891 | ||||||
613,664 | Symantec Corp. | 13,954,719 | ||||||
1,600,000 | Texas Instruments, Inc. | 67,328,000 | ||||||
200,000 | Thomson Reuters Corp. | 7,514,000 | ||||||
199,000 | Visa, Inc. – Class A | 39,137,330 | ||||||
100,000 | Xilinx, Inc. | 4,542,000 | ||||||
24,800 | Yahoo!, Inc. (a) | 816,664 | ||||||
|
| |||||||
397,906,238 | ||||||||
|
| |||||||
Materials – 5.0% | ||||||||
260,000 | Cabot Corp. | 12,118,600 | ||||||
265,000 | Celanese Corp. – Series A | 14,842,650 | ||||||
385,000 | Dow Chemical Co. (The) | 15,195,950 | ||||||
255,000 | E.I. du Pont de Nemours and Co. | 15,606,000 | ||||||
70,000 | Greif, Inc. – Class A | 3,744,300 |
The accompanying notes are an integral part of these financial statements.
15
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Stock Fund
October 31, 2013 – continued
Shares | Value | |||||||
Materials (continued) | ||||||||
80,581 | Greif, Inc. – Class B | $ | 4,581,030 | |||||
71,900 | Monsanto Co. | 7,540,872 | ||||||
136,900 | Potash Corp. of Saskatchewan, Inc. | 4,257,590 | ||||||
481,200 | Schweitzer-Mauduit International, Inc. | 29,776,656 | ||||||
|
| |||||||
107,663,648 | ||||||||
|
| |||||||
Utilities – 0.9% | ||||||||
212,000 | Exelon Corp. | 6,050,480 | ||||||
372,379 | Public Service Enterprise Group, Inc. | 12,474,697 | ||||||
|
| |||||||
18,525,177 | ||||||||
|
| |||||||
| TOTAL COMMON STOCKS | $ | 1,886,386,500 | |||||
|
| |||||||
SHORT-TERM INVESTMENTS – 11.6% | ||||||||
247,542,504 | Dreyfus Treasury Prime Cash Management Fund | 247,542,504 | ||||||
|
| |||||||
| TOTAL SHORT-TERM INVESTMENTS | 247,542,504 | ||||||
|
| |||||||
| TOTAL INVESTMENTS – 100.0% | 2,133,929,004 | ||||||
| Other Assets in Excess of Liabilities – 0.0% | 738,250 | ||||||
|
| |||||||
| TOTAL NET ASSETS – 100.0% | $ | 2,134,667,254 | |||||
|
|
ADR – American Depository Receipt
CHF – Swiss Francs
EUR – Euros
(a) | Non-Income Producing |
The Global Industry Classification Standard (GICS®) was developed by and is the exclusive property of MSCI Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by the Fund’s administrator.
The accompanying notes are an integral part of these financial statements.
16
Table of Contents
Schedule of Investments October 31, 2013 |
Shares | Value | |||||||
COMMON STOCKS – 88.4% | ||||||||
Consumer Discretionary – 8.9% | ||||||||
60,100 | Ascena Retail Group, Inc. (a) | $ | 1,189,379 | |||||
154,200 | Bed Bath & Beyond, Inc. (a) | 11,922,744 | ||||||
917,200 | CarMax, Inc. (a) | 43,099,228 | ||||||
1,413,400 | Carnival Corp. | 48,974,310 | ||||||
161,800 | DIRECTV (a) | 10,110,882 | ||||||
1,400,000 | DreamWorks Animation SKG, Inc. – Class A (a) | 47,936,000 | ||||||
1,395,898 | L Brands, Inc. | 87,397,174 | ||||||
416,000 | Mattel, Inc. | 18,457,920 | ||||||
100,000 | Royal Caribbean Cruises Ltd. | 4,204,000 | ||||||
350,000 | Shutterfly, Inc. (a) | 17,199,000 | ||||||
1,495,000 | Sony Corp. – ADR | 25,788,750 | ||||||
126,000 | TJX Cos., Inc. | 7,659,540 | ||||||
|
| |||||||
323,938,927 | ||||||||
|
| |||||||
Energy – 3.8% | ||||||||
130,000 | Encana Corp. | 2,329,600 | ||||||
91,000 | EOG Resources, Inc. | 16,234,400 | ||||||
25,400 | Frank’s International N.V. | 776,986 | ||||||
64,300 | National Oilwell Varco, Inc. | 5,219,874 | ||||||
160,000 | Noble Energy, Inc. | 11,988,800 | ||||||
23,800 | Oceaneering International, Inc. | 2,043,944 | ||||||
125,000 | Range Resources Corp. | 9,463,750 | ||||||
169,800 | Schlumberger Ltd. | 15,913,656 | ||||||
156,800 | Southwestern Energy Co. (a) | 5,836,096 | ||||||
1,448,800 | Transocean Ltd. | 68,195,016 | ||||||
|
| |||||||
138,002,122 | ||||||||
|
| |||||||
Financials – 5.6% | ||||||||
200,000 | Berkshire Hathaway, Inc. – Class B (a) | 23,016,000 | ||||||
4,111,200 | Charles Schwab Corp. (The) | 93,118,680 | ||||||
200,000 | Chubb Corp. (The) | 18,416,000 | ||||||
264,500 | CME Group, Inc. | 19,628,545 | ||||||
947,250 | Marsh & McLennan Cos, Inc. | 43,384,050 | ||||||
200,000 | Wells Fargo & Co. | 8,538,000 | ||||||
|
| |||||||
206,101,275 | ||||||||
|
| |||||||
Health Care – 36.5% | ||||||||
852,018 | Abbott Laboratories | 31,141,258 | ||||||
1,914,800 | Abiomed, Inc. (a) | 45,916,904 | ||||||
3,139,700 | Accuray, Inc. (a) | 21,192,975 | ||||||
564,200 | Affymetrix, Inc. (a) | 3,988,894 |
The accompanying notes are an integral part of these financial statements.
17
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Growth Fund
October 31, 2013 – continued
Shares | Value | |||||||
Health Care (continued) | ||||||||
1,316,700 | Amgen, Inc. | $ | 152,737,200 | |||||
407,200 | Biogen Idec, Inc. (a) | 99,434,168 | ||||||
298,200 | BioMarin Pharmaceutical, Inc. (a) | 18,732,924 | ||||||
611,500 | Boston Scientific Corp. (a) | 7,148,435 | ||||||
870,100 | Cepheid, Inc. (a) | 35,430,472 | ||||||
193,700 | Charles River Laboratories International, Inc. (a) | 9,531,977 | ||||||
450,000 | Dendreon Corp. (a) | 1,156,500 | ||||||
1,860,000 | Eli Lilly & Co. | 92,665,200 | ||||||
81,000 | GlaxoSmithKline PLC – ADR | 4,263,030 | ||||||
463,400 | Illumina, Inc. (a) | 43,332,534 | ||||||
5,855,100 | ImmunoGen, Inc. (a) (b) | 96,374,946 | ||||||
519,400 | Insulet Corp. (a) | 20,266,988 | ||||||
281,500 | InterMune, Inc. (a) | 3,966,335 | ||||||
576,200 | Johnson & Johnson | 53,361,882 | ||||||
463,100 | Life Technologies Corp. (a) | 34,876,061 | ||||||
890,300 | Medtronic, Inc. | 51,103,220 | ||||||
300,000 | Momenta Pharmaceuticals, Inc. (a) | 4,917,000 | ||||||
2,880,775 | Nektar Therapeutics (a) | 27,396,170 | ||||||
560,850 | Novartis AG – ADR | 43,493,917 | ||||||
220,000 | NuVasive, Inc. (a) | 6,991,600 | ||||||
433,000 | OraSure Technologies, Inc. (a) | 2,823,160 | ||||||
55,000 | PerkinElmer, Inc. | 2,092,200 | ||||||
3,195,714 | QIAGEN N.V. (a) | 74,012,736 | ||||||
586,500 | Roche Holding AG – CHF | 162,372,624 | ||||||
4,656,400 | Seattle Genetics, Inc. (a) | 179,876,732 | ||||||
68,500 | Waters Corp. (a) | 6,913,020 | ||||||
|
| |||||||
1,337,511,062 | ||||||||
|
| |||||||
Industrials – 7.3% | ||||||||
498,400 | AECOM Technology Corp. (a) | 15,839,152 | ||||||
60,000 | Babcock & Wilcox Co. (The) | 1,932,600 | ||||||
450,000 | C.H. Robinson Worldwide, Inc. | 26,883,000 | ||||||
133,600 | Caterpillar, Inc. | 11,136,896 | ||||||
10,000 | CIRCOR International, Inc. | 737,700 | ||||||
259,537 | Curtiss-Wright Corp. | 12,919,752 | ||||||
950,000 | Delta Air Lines, Inc. | 25,061,000 | ||||||
296,000 | European Aeronautic Defence and Space Co. N.V. – EUR | 20,339,927 | ||||||
393,700 | Expeditors International of Washington, Inc. | 17,830,673 | ||||||
40,900 | FedEx Corp. | 5,357,900 |
The accompanying notes are an integral part of these financial statements.
18
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Growth Fund
October 31, 2013 – continued
Shares | Value | |||||||
Industrials (continued) | ||||||||
90,000 | IDEX Corp. | $ | 6,223,500 | |||||
125,000 | Jacobs Engineering Group, Inc. (a) | 7,602,500 | ||||||
1,227,550 | JetBlue Airways Corp. (a) | 8,703,330 | ||||||
40,000 | Pall Corp. | 3,220,800 | ||||||
489,000 | Ritchie Bros. Auctioneers, Inc. | 9,682,200 | ||||||
33,100 | Rockwell Automation, Inc. | 3,654,571 | ||||||
2,823,200 | Southwest Airlines Co. | 48,615,504 | ||||||
700,000 | United Continental Holdings, Inc. (a) | 23,765,000 | ||||||
196,000 | United Parcel Service, Inc. – Class B | 19,255,040 | ||||||
|
| |||||||
268,761,045 | ||||||||
|
| |||||||
Information Technology – 25.0% | ||||||||
57,850 | Accenture PLC – Class A | 4,251,975 | ||||||
1,530,900 | Adobe Systems, Inc. (a) | 82,974,780 | ||||||
790,000 | Altera Corp. | 26,544,000 | ||||||
276,700 | Applied Materials, Inc. | 4,939,095 | ||||||
291,517 | ASML Holding N.V. | 27,589,169 | ||||||
722,450 | BlackBerry Ltd. (a) | 5,714,579 | ||||||
350,000 | Corning, Inc. | 5,981,500 | ||||||
671,000 | Cree, Inc. (a) | 40,763,250 | ||||||
1,816,200 | Electronic Arts, Inc. (a) | 47,675,250 | ||||||
1,088,700 | EMC Corp. | 26,205,009 | ||||||
40,000 | F5 Networks, Inc. (a) | 3,260,400 | ||||||
3,603,827 | Flextronics International Ltd. (a) | 28,434,195 | ||||||
658,418 | FormFactor, Inc. (a) | 3,436,942 | ||||||
84,080 | Google, Inc. – Class A (a) | 86,651,166 | ||||||
90,000 | Hewlett-Packard Co. | 2,193,300 | ||||||
250,700 | Intel Corp. | 6,124,601 | ||||||
105,000 | Intuit, Inc. | 7,498,050 | ||||||
375,000 | Jabil Circuit, Inc. | 7,822,500 | ||||||
300,000 | KLA-Tencor Corp. | 19,680,000 | ||||||
1,247,800 | L.M. Ericsson Telephone Co. – ADR | 14,961,122 | ||||||
5,500 | MasterCard, Inc. – Class A | 3,944,050 | ||||||
725,000 | Micron Technology, Inc. (a) | 12,818,000 | ||||||
1,735,600 | Microsoft Corp. | 61,353,460 | ||||||
35,128 | Motorola Solutions, Inc. | 2,196,203 | ||||||
485,411 | NetApp, Inc. | 18,838,801 | ||||||
195,900 | NeuStar, Inc. – Class A (a) | 8,995,728 | ||||||
1,700,000 | Nuance Communications, Inc. (a) | 26,452,000 | ||||||
375,000 | NVIDIA Corp. | 5,692,500 |
The accompanying notes are an integral part of these financial statements.
19
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Growth Fund
October 31, 2013 – continued
Shares | Value | |||||||
Information Technology (continued) | ||||||||
837,700 | QUALCOMM, Inc. | $ | 58,195,019 | |||||
160,000 | Rambus, Inc. (a) | 1,398,400 | ||||||
531,400 | SanDisk Corp. | 36,932,300 | ||||||
556,300 | Stratasys Ltd. (a) | 62,989,849 | ||||||
498,300 | Symantec Corp. | 11,331,342 | ||||||
1,500,000 | Texas Instruments, Inc. | 63,120,000 | ||||||
672,600 | Trimble Navigation Ltd. (a) | 19,216,182 | ||||||
330,000 | Visa, Inc. – Class A | 64,901,100 | ||||||
120,000 | Xilinx, Inc. | 5,450,400 | ||||||
|
| |||||||
916,526,217 | ||||||||
|
| |||||||
Materials – 1.3% | ||||||||
317,500 | Monsanto Co. | 33,299,400 | ||||||
100,000 | Praxair, Inc. | 12,471,000 | ||||||
|
| |||||||
45,770,400 | ||||||||
|
| |||||||
| TOTAL COMMON STOCKS | $ | 3,236,611,048 | |||||
|
| |||||||
SHORT-TERM INVESTMENTS – 11.2% | ||||||||
410,975,090 | Dreyfus Treasury Prime Cash Management Fund | 410,975,090 | ||||||
|
| |||||||
| TOTAL SHORT-TERM INVESTMENTS | 410,975,090 | ||||||
|
| |||||||
| TOTAL INVESTMENTS – 99.6% | 3,647,586,138 | ||||||
| Other Assets in Excess of Liabilities – 0.4% | 13,590,726 | ||||||
|
| |||||||
| TOTAL NET ASSETS – 100.0% | $ | 3,661,176,864 | |||||
|
|
ADR – American Depository Receipt
CHF – Swiss Francs
EUR – Euros
(a) | Non-Income Producing |
(b) | Considered an affiliated company of the fund as the fund owns 5% or more of the outstanding voting securities of such company. |
The Global Industry Classification Standard (GICS®) was developed by and is the exclusive property of MSCI Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by the Fund’s administrator.
The accompanying notes are an integral part of these financial statements.
20
Table of Contents
Schedule of Investments PRIMECAP Odyssey Aggressive Growth Fund October 31, 2013 |
Shares | Value | |||||||
COMMON STOCKS – 89.2% | ||||||||
Consumer Discretionary – 13.4% | ||||||||
282,500 | Ascena Retail Group, Inc. (a) | $ | 5,590,675 | |||||
65,700 | Burlington Stores, Inc. (a) | 1,760,103 | ||||||
303,102 | Callaway Golf Co. | 2,555,150 | ||||||
733,400 | CarMax, Inc. (a) | 34,462,466 | ||||||
74,700 | DIRECTV (a) | 4,668,003 | ||||||
4,096,700 | DreamWorks Animation SKG, Inc. – Class A (a) (b) | 140,271,008 | ||||||
39,300 | Panera Bread Co. – Class A (a) | 6,206,256 | ||||||
3,590,023 | Quiksilver, Inc. (a) | 29,868,991 | ||||||
1,167,001 | Royal Caribbean Cruises Ltd. | 49,060,722 | ||||||
1,097,300 | Shutterfly, Inc. (a) | 53,921,322 | ||||||
3,857,000 | Sony Corp. – ADR | 66,533,250 | ||||||
299,890 | Tesla Motors, Inc. (a) | 47,964,407 | ||||||
1,360,000 | Tribune Co. (a) | 91,052,000 | ||||||
4,272,200 | Tuesday Morning Corp. (a) (b) | 60,451,630 | ||||||
|
| |||||||
594,365,983 | ||||||||
|
| |||||||
Consumer Staples – 1.2% | ||||||||
3,313,405 | Boulder Brands, Inc. (a) (b) | 54,306,708 | ||||||
|
| |||||||
Energy – 4.0% | ||||||||
500,400 | Cabot Oil & Gas Corp. | 17,674,128 | ||||||
115,000 | Cameron International Corp. (a) | 6,308,900 | ||||||
60,000 | EOG Resources, Inc. | 10,704,000 | ||||||
78,500 | National Oilwell Varco, Inc. | 6,372,630 | ||||||
119,200 | Range Resources Corp. | 9,024,632 | ||||||
1,455,000 | Rex Energy Corp. (a) | 31,282,500 | ||||||
2,435,013 | Solazyme, Inc. (a) | 25,470,236 | ||||||
1,525,900 | Transocean Ltd. | 71,824,113 | ||||||
|
| |||||||
178,661,139 | ||||||||
|
| |||||||
Financials – 2.8% | ||||||||
1,162,700 | CME Group, Inc. | 86,283,967 | ||||||
605,820 | MarketAxess Holdings, Inc. | 39,517,638 | ||||||
|
| |||||||
125,801,605 | ||||||||
|
| |||||||
Health Care – 29.5% | ||||||||
1,503,300 | Abbott Laboratories | 54,945,615 | ||||||
2,671,073 | Abiomed, Inc. (a) (b) | 64,052,330 | ||||||
3,686,600 | Accuray, Inc. (a) | 24,884,550 | ||||||
4,850,000 | Affymetrix, Inc. (a) (b) | 34,289,500 | ||||||
205,200 | Biogen Idec, Inc. (a) | 50,107,788 | ||||||
593,300 | BioMarin Pharmaceutical, Inc. (a) | 37,271,106 |
The accompanying notes are an integral part of these financial statements.
21
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
October 31, 2013 – continued
Shares | Value | |||||||
Health Care (continued) | ||||||||
672,100 | Boston Scientific Corp. (a) | $ | 7,856,849 | |||||
1,976,600 | Cardica, Inc. (a) | 2,371,920 | ||||||
971,800 | Cepheid, Inc. (a) | 39,571,696 | ||||||
591,500 | Charles River Laboratories International, Inc. (a) | 29,107,715 | ||||||
7,949,790 | Dyax Corp. (a) (b) | 65,347,274 | ||||||
30,600 | Epizyme, Inc. (a) | 1,172,592 | ||||||
2,522,223 | Fluidigm Corp. (a) (b) | 79,450,025 | ||||||
3,600 | Foundation Medicine, Inc. (a) | 114,768 | ||||||
112,500 | Illumina, Inc. (a) | 10,519,875 | ||||||
3,795,417 | ImmunoGen, Inc. (a) | 62,472,564 | ||||||
1,014,356 | Insulet Corp. (a) | 39,580,171 | ||||||
4,210,900 | InterMune, Inc. (a) (b) | 59,331,581 | ||||||
1,352,200 | KaloBios Pharmaceuticals, Inc. (a) | 5,422,322 | ||||||
929,838 | Luminex Corp. (a) | 18,131,841 | ||||||
838,283 | Momenta Pharmaceuticals, Inc. (a) | 13,739,458 | ||||||
7,188,000 | Nektar Therapeutics (a) (b) | 68,357,880 | ||||||
505,000 | NuVasive, Inc. (a) | 16,048,900 | ||||||
147,600 | OncoMed Pharmaceuticals, Inc. (a) | 2,053,116 | ||||||
1,607,600 | OraSure Technologies, Inc. (a) | 10,481,552 | ||||||
1,373,439 | Pharmacyclics, Inc. (a) | 162,944,803 | ||||||
5,146,514 | QIAGEN N.V. (a) | 119,193,264 | ||||||
426,400 | Roche Holding AG – CHF | 118,048,912 | ||||||
2,982,300 | Seattle Genetics, Inc. (a) | 115,206,249 | ||||||
74,000 | XenoPort, Inc. (a) | 387,020 | ||||||
|
| |||||||
1,312,463,236 | ||||||||
|
| |||||||
Industrials – 11.6% | ||||||||
393,900 | Alaska Air Group, Inc. | 27,832,974 | ||||||
1,500 | Allegiant Travel Co. (a) | 156,405 | ||||||
472,400 | Arkansas Best Corp. | 12,929,588 | ||||||
5,000 | Avis Budget Group, Inc. (a) | 156,650 | ||||||
182,500 | C.H. Robinson Worldwide, Inc. | 10,902,550 | ||||||
421,812 | CIRCOR International, Inc. | 31,117,071 | ||||||
32,400 | Colfax Corp. (a) | 1,813,104 | ||||||
10,000 | Controladora Comercial Mexicana, S.A. de C.V. – ADR (a) | 135,600 | ||||||
30,000 | Curtiss-Wright Corp. | 1,493,400 | ||||||
3,338,700 | Delta Air Lines, Inc. | 88,074,906 | ||||||
8,000 | Expeditors International of Washington, Inc. | 362,320 | ||||||
462,400 | Hertz Global Holdings, Inc. (a) | 10,616,704 | ||||||
477,500 | Jacobs Engineering Group, Inc. (a) | 29,041,550 |
The accompanying notes are an integral part of these financial statements.
22
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
October 31, 2013 – continued
Shares | Value | |||||||
Industrials (continued) | ||||||||
6,420,725 | JetBlue Airways Corp. (a) | $ | 45,522,941 | |||||
35,000 | NCI Building Systems, Inc. (a) | 505,050 | ||||||
82,600 | Pall Corp. | 6,650,952 | ||||||
1,772,586 | Polypore International, Inc. (a) | 80,120,887 | ||||||
326,600 | Ritchie Bros. Auctioneers, Inc. | 6,466,680 | ||||||
907,000 | Southwest Airlines Co. | 15,618,540 | ||||||
412,000 | Spirit Airlines, Inc. (a) | 17,777,800 | ||||||
2,251,000 | United Continental Holdings, Inc. (a) | 76,421,450 | ||||||
2,300,000 | US Airways Group, Inc. (a) | 50,531,000 | ||||||
270,000 | Vitran Corp, Inc. (a) | 1,479,600 | ||||||
|
| |||||||
515,727,722 | ||||||||
|
| |||||||
Information Technology – 25.9% | ||||||||
30,000 | 3D Systems Corp. (a) | 1,867,200 | ||||||
4,380,200 | Active Network, Inc. (a) (b) | 63,250,088 | ||||||
1,092,000 | Adobe Systems, Inc. (a) | 59,186,400 | ||||||
80,000 | Akamai Technologies, Inc. (a) | 3,579,200 | ||||||
464,200 | Altera Corp. | 15,597,120 | ||||||
30,000 | Applied Materials, Inc. | 535,500 | ||||||
405,059 | ASML Holding N.V. | 38,334,783 | ||||||
937,149 | Audience, Inc. (a) | 10,702,242 | ||||||
3,133,800 | BlackBerry Ltd. (a) | 24,788,358 | ||||||
2,828,260 | comScore, Inc. (a) (b) | 75,571,107 | ||||||
507,200 | Cree, Inc. (a) | 30,812,400 | ||||||
13,000 | eBay, Inc. (a) | 685,230 | ||||||
1,214,000 | Electronic Arts, Inc. (a) | 31,867,500 | ||||||
1,190,500 | Ellie Mae, Inc. (a) | 34,405,450 | ||||||
1,275,000 | EMC Corp. | 30,689,250 | ||||||
1,255,180 | FARO Technologies, Inc. (a) (b) | 59,621,050 | ||||||
355,000 | FEI Co. | 31,623,400 | ||||||
500 | FireEye, Inc. (a) | 18,925 | ||||||
5,228,500 | Flextronics International Ltd. (a) | 41,252,865 | ||||||
895,100 | FormFactor, Inc. (a) | 4,672,422 | ||||||
72,370 | Google, Inc. – Class A (a) | 74,583,075 | ||||||
1,658,100 | Guidance Software, Inc. (a) (b) | 14,491,794 | ||||||
36,500 | Hewlett-Packard Co. | 889,505 | ||||||
246,800 | Intuit, Inc. | 17,623,988 | ||||||
500,000 | Jabil Circuit, Inc. | 10,430,000 | ||||||
698,900 | KLA-Tencor Corp. | 45,847,840 | ||||||
4,540,000 | Micron Technology, Inc. (a) | 80,267,200 | ||||||
1,030,300 | NetApp, Inc. | 39,985,943 |
The accompanying notes are an integral part of these financial statements.
23
Table of Contents
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
October 31, 2013 – continued
Shares | Value | |||||||
Information Technology (continued) | ||||||||
150,798 | NeuStar, Inc. – Class A (a) | $ | 6,924,644 | |||||
2,662,000 | Nuance Communications, Inc. (a) | 41,420,720 | ||||||
1,586,755 | NVIDIA Corp. | 24,086,941 | ||||||
2,948,792 | Peregrine Semiconductor Corp. (a) (b) | 24,003,167 | ||||||
871,000 | QUALCOMM, Inc. | 60,508,370 | ||||||
140,000 | Rambus, Inc. (a) | 1,223,600 | ||||||
787,800 | SanDisk Corp. | 54,752,100 | ||||||
200,000 | SMART Technologies, Inc. – Class A (a) | 532,000 | ||||||
533,700 | Stratasys Ltd. (a) | 60,430,851 | ||||||
43,300 | Symantec Corp. | 984,642 | ||||||
1,045,100 | Trimble Navigation Ltd. (a) | 29,858,507 | ||||||
1,000 | VMware, Inc. – Class A (a) | 81,280 | ||||||
60,000 | Yahoo!, Inc. (a) | 1,975,800 | ||||||
|
| |||||||
1,149,962,457 | ||||||||
|
| |||||||
Materials – 0.8% | ||||||||
56,400 | Marrone Bio Innovations, Inc. (a) | 980,232 | ||||||
277,200 | Monsanto Co. | 29,072,736 | ||||||
94,100 | Potash Corp. of Saskatchewan, Inc. | 2,926,510 | ||||||
|
| |||||||
32,979,478 | ||||||||
|
| |||||||
| TOTAL COMMON STOCKS | $ | 3,964,268,328 | |||||
|
| |||||||
SHORT-TERM INVESTMENTS – 10.7% | ||||||||
475,558,877 | Dreyfus Treasury Prime Cash Management Fund | 475,558,877 | ||||||
|
| |||||||
| TOTAL SHORT-TERM INVESTMENTS | 475,558,877 | ||||||
|
| |||||||
| TOTAL INVESTMENTS | 4,439,827,205 | ||||||
Other Assets in Excess of Liabilities – 0.1% | 3,295,947 | |||||||
|
| |||||||
| TOTAL NET ASSETS – 100.0% | $ | 4,443,123,152 | |||||
|
|
ADR – American Depository Receipt
CHF – Swiss Francs
(a) | Non-Income Producing |
(b) | Considered an affiliated company of the fund as the fund owns 5% or more of the outstanding voting securities of such company. |
The Global Industry Classification Standard (GICS ®) was developed by and is the exclusive property of MSCI Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by the Fund’s administrator.
The accompanying notes are an integral part of these financial statements.
24
Table of Contents
Statements of Assets and Liabilities PRIMECAP Odyssey Funds October 31, 2013 |
PRIMECAP Odyssey Stock Fund | PRIMECAP Odyssey Growth Fund | PRIMECAP Odyssey Aggressive Growth Fund | ||||||||||
ASSETS | ||||||||||||
Investments, at cost | $ | 1,513,322,425 | $ | 2,494,351,272 | $ | 3,089,581,113 | ||||||
|
|
|
|
|
| |||||||
Investments, at value (unaffiliated) | $ | 2,133,929,004 | $ | 3,551,211,192 | $ | 3,577,032,063 | ||||||
Investments, at value (affiliated) | — | 96,374,946 | 862,795,142 | |||||||||
Receivable for investments sold | 127,195 | 158,998 | — | |||||||||
Receivable for dividends and interest | 2,384,377 | 2,943,105 | 1,620,976 | |||||||||
Receivable for fund shares sold | 7,656,152 | 29,756,243 | 19,712,175 | |||||||||
Prepaid expenses | 35,037 | 86,790 | 86,308 | |||||||||
|
|
|
|
|
| |||||||
Total assets | 2,144,131,765 | 3,680,531,274 | 4,461,246,664 | |||||||||
|
|
|
|
|
| |||||||
LIABILITIES | ||||||||||||
Payable for investments purchased | 1,963,789 | 10,263,553 | 8,312,166 | |||||||||
Payable for fund shares repurchased | 4,502,287 | 3,765,175 | 3,598,456 | |||||||||
Payable to the advisor (Note 6) | 2,725,004 | 4,794,804 | 5,500,657 | |||||||||
Other accrued expenses and liabilities | 273,431 | 530,878 | 712,233 | |||||||||
|
|
|
|
|
| |||||||
Total liabilities | 9,464,511 | 19,354,410 | 18,123,512 | |||||||||
|
|
|
|
|
| |||||||
NET ASSETS | $ | 2,134,667,254 | $ | 3,661,176,864 | $ | 4,443,123,152 | ||||||
|
|
|
|
|
| |||||||
Number of shares issued and outstanding (unlimited shares authorized, $0.01 par value) | 103,820,982 | 158,564,375 | 154,739,429 | |||||||||
|
|
|
|
|
| |||||||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE | $ | 20.56 | $ | 23.09 | $ | 28.71 | ||||||
|
|
|
|
|
| |||||||
COMPONENTS OF NET ASSETS | ||||||||||||
Paid-in capital | $ | 1,491,138,316 | $ | 2,429,431,046 | $ | 3,012,873,237 | ||||||
Undistributed net investment income | 19,844,718 | 9,506,055 | — | |||||||||
Accumulated net realized gain | 3,047,773 | 68,955,985 | 79,969,757 | |||||||||
Net unrealized appreciation | 620,636,447 | 1,153,283,778 | 1,350,280,158 | |||||||||
|
|
|
|
|
| |||||||
Net assets | $ | 2,134,667,254 | $ | 3,661,176,864 | $ | 4,443,123,152 | ||||||
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
25
Table of Contents
PRIMECAP Odyssey Funds For the Year Ended October 31, 2013 |
PRIMECAP Odyssey Stock Fund | PRIMECAP Odyssey Growth Fund | PRIMECAP Odyssey Aggressive Growth Fund | ||||||||||
INVESTMENT INCOME | ||||||||||||
Income | ||||||||||||
Dividends1 | $ | 38,676,994 | $ | 32,794,722 | $ | 11,339,766 | ||||||
Interest income | 47 | 89 | 97 | |||||||||
|
|
|
|
|
| |||||||
Total income | 38,677,041 | 32,794,811 | 11,339,863 | |||||||||
|
|
|
|
|
| |||||||
Expenses | ||||||||||||
Advisory fees | 9,351,918 | 15,622,337 | 15,254,773 | |||||||||
Shareholder servicing | 599,570 | 1,460,479 | 1,160,398 | |||||||||
Custody | 105,957 | 174,499 | 168,852 | |||||||||
Trustee fees | 46,653 | 46,653 | 46,653 | |||||||||
Other | 621,722 | 1,022,294 | 1,185,452 | |||||||||
|
|
|
|
|
| |||||||
Total expenses | 10,725,820 | 18,326,262 | 17,816,128 | |||||||||
|
|
|
|
|
| |||||||
Net investment income (loss) | 27,951,221 | 14,468,549 | (6,476,265 | ) | ||||||||
|
|
|
|
|
| |||||||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY | ||||||||||||
Net realized gain (loss) on: | ||||||||||||
Investments2 | 22,820,507 | 83,865,357 | 94,867,847 | |||||||||
Foreign currency transactions | 857 | 11,118 | (5,033 | ) | ||||||||
Change in unrealized appreciation/depreciation on: | ||||||||||||
Investments | 422,421,292 | 777,290,285 | 1,065,943,783 | |||||||||
Foreign currency translations | 21,589 | 23,999 | 27,641 | |||||||||
|
|
|
|
|
| |||||||
Net realized and unrealized gain on investments and foreign currency | 445,264,245 | 861,190,759 | 1,160,834,238 | |||||||||
|
|
|
|
|
| |||||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 473,215,466 | $ | 875,659,308 | $ | 1,154,357,973 | ||||||
|
|
|
|
|
|
1 | Net of foreign taxes withheld of $850,561, $1,082,089, and $550,986, respectively. |
2 | Includes net realized gain on sales of affiliated companies of $0, $32,704,958, and $26,419,883, respectively. |
The accompanying notes are an integral part of these financial statements.
26
Table of Contents
Year Ended October 31, 2013 | Year Ended October 31, 2012 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment income | $ | 27,951,221 | $ | 19,747,652 | ||||
Net realized gain (loss) on: | ||||||||
Investments | 22,820,507 | 6,127,327 | ||||||
Foreign currency transactions | 857 | (11,753 | ) | |||||
Change in unrealized appreciation/depreciation on: | ||||||||
Investments | 422,421,292 | 107,056,223 | ||||||
Foreign currency translations | 21,589 | (35,876 | ) | |||||
|
|
|
| |||||
Net increase in net assets resulting from operations | 473,215,466 | 132,883,573 | ||||||
|
|
|
| |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME | (24,438,073 | ) | (12,241,758 | ) | ||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 753,218,807 | 673,497,259 | ||||||
Proceeds from reinvestment of distributions | 15,171,281 | 9,899,513 | ||||||
Cost of shares repurchased | (604,701,573 | ) | (186,121,894 | ) | ||||
Redemptions fee proceeds | — | 33,331 | ||||||
|
|
|
| |||||
Net increase from capital share transactions | 163,688,515 | 497,308,209 | ||||||
|
|
|
| |||||
Total increase in net assets | 612,465,908 | 617,950,024 | ||||||
|
|
|
| |||||
NET ASSETS | ||||||||
Beginning of year | 1,522,201,346 | 904,251,322 | ||||||
|
|
|
| |||||
End of year (includes undistributed net investment income of $19,844,718 and $16,330,713, respectively) | $ | 2,134,667,254 | $ | 1,522,201,346 | ||||
|
|
|
| |||||
CHANGE IN CAPITAL SHARES | ||||||||
Shares outstanding, beginning of year | 96,638,419 | 63,147,115 | ||||||
|
|
|
| |||||
Shares sold | 41,278,823 | 45,089,741 | ||||||
Shares issued on reinvestment of distributions | 946,431 | 711,172 | ||||||
Shares repurchased | (35,042,691 | ) | (12,309,609 | ) | ||||
|
|
|
| |||||
Net increase in capital shares | 7,182,563 | 33,491,304 | ||||||
|
|
|
| |||||
Shares outstanding, end of year | 103,820,982 | 96,638,419 | ||||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
27
Table of Contents
Statement of Changes in Net Assets |
Year Ended October 31, 2013 | Year Ended October 31, 2012 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment income | $ | 14,468,549 | $ | 11,333,452 | ||||
Net realized gain (loss) on: | ||||||||
Investments | 83,865,357 | (2,307,323 | ) | |||||
Foreign currency transactions | 11,118 | (23,518 | ) | |||||
Change in unrealized appreciation/depreciation on: | ||||||||
Investments | 777,290,285 | 182,472,562 | ||||||
Foreign currency translations | 23,999 | (67,492 | ) | |||||
|
|
|
| |||||
Net increase in net assets resulting from operations | 875,659,308 | 191,407,681 | ||||||
|
|
|
| |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM: | ||||||||
Net investment income | (13,581,594 | ) | (6,864,980 | ) | ||||
Net realized gain on investments | — | (7,111,047 | ) | |||||
|
|
|
| |||||
Net decrease in net assets resulting from distributions paid | (13,581,594 | ) | (13,976,027 | ) | ||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 1,182,683,153 | 711,441,078 | ||||||
Proceeds from reinvestment of distributions | 13,044,088 | 13,378,508 | ||||||
Cost of shares repurchased | (598,524,953 | ) | (522,292,867 | ) | ||||
Redemptions fee proceeds | — | 65,242 | ||||||
|
|
|
| |||||
Net increase from capital share transactions | 597,202,288 | 202,591,961 | ||||||
|
|
|
| |||||
Total increase in net assets | 1,459,280,002 | 380,023,615 | ||||||
|
|
|
| |||||
NET ASSETS | ||||||||
Beginning of year | 2,201,896,862 | 1,821,873,247 | ||||||
|
|
|
| |||||
End of year (includes undistributed net investment income of $9,506,055 and $8,607,982, respectively | $ | 3,661,176,864 | $ | 2,201,896,862 | ||||
|
|
|
| |||||
CHANGE IN CAPITAL SHARES | ||||||||
Shares outstanding, beginning of year | 130,856,379 | 117,989,471 | ||||||
|
|
|
| |||||
Shares sold | 57,190,566 | 44,162,964 | ||||||
Shares issued on reinvestment of distributions | 750,091 | 905,731 | ||||||
Shares repurchased | (30,232,661 | ) | (32,201,787 | ) | ||||
|
|
|
| |||||
Net increase in capital shares | 27,707,996 | 12,866,908 | ||||||
|
|
|
| |||||
Shares outstanding, end of year | 158,564,375 | 130,856,379 | ||||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
28
Table of Contents
Statement of Changes in Net Assets |
Year Ended October 31, 2013 | Year Ended October 31, 2012 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment loss | $ | (6,476,265 | ) | $ | (4,139,593 | ) | ||
Net realized gain(loss) on: | ||||||||
Investments | 94,867,847 | 3,170,833 | ||||||
Foreign currency transactions | (5,033 | ) | (14,797 | ) | ||||
Change in unrealized appreciation/depreciation on: | ||||||||
Investments | 1,065,943,783 | 152,996,462 | ||||||
Foreign currency translations | 27,641 | (41,027 | ) | |||||
|
|
|
| |||||
Net increase in net assets resulting from operations | 1,154,357,973 | 151,971,878 | ||||||
|
|
|
| |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAIN ON INVESTMENTS | — | (21,243,259 | ) | |||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 2,300,559,886 | 535,108,903 | ||||||
Proceeds from reinvestment of distributions | — | 20,208,334 | ||||||
Cost of shares repurchased | (553,246,175 | ) | (279,205,992 | ) | ||||
Redemptions fee proceeds | — | 76,299 | ||||||
|
|
|
| |||||
Net increase from capital share transactions | 1,747,313,711 | 276,187,544 | ||||||
|
|
|
| |||||
Total increase in net assets | 2,901,671,684 | 406,916,163 | ||||||
|
|
|
| |||||
NET ASSETS | ||||||||
Beginning of year | 1,541,451,468 | 1,134,535,305 | ||||||
|
|
|
| |||||
End of year (includes accumulated net loss of $0 and $807,083, respectively) | $ | 4,443,123,152 | $ | 1,541,451,468 | ||||
|
|
|
| |||||
CHANGE IN CAPITAL SHARES | ||||||||
Shares outstanding, beginning of year | 81,752,723 | 66,762,268 | ||||||
|
|
|
| |||||
Shares sold | 96,167,742 | 29,438,901 | ||||||
Shares issued on reinvestment of distributions | — | 1,276,585 | ||||||
Shares repurchased | (23,181,036 | ) | (15,725,031 | ) | ||||
|
|
|
| |||||
Net increase in capital shares | 72,986,706 | 14,990,455 | ||||||
|
|
|
| |||||
Shares outstanding, end of year | 154,739,429 | 81,752,723 | ||||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
29
Table of Contents
For a capital share outstanding throughout each period. |
Year Ended Oct. 31, 2013 | Year Ended Oct. 31, 2012 | Year Ended Oct. 31, 2011 | Year Ended Oct. 31, 2010 | Year Ended Oct. 31, 2009 | ||||||||||||||||
Net asset value, beginning of the year | $ | 15.75 | $ | 14.32 | $ | 13.48 | $ | 11.69 | $ | 10.10 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Income from investment operations: | ||||||||||||||||||||
Net investment income | 0.27 | 0.21 | 0.16 | 0.09 | 1 | 0.10 | ||||||||||||||
Net realized and unrealized gain on investments and foreign currency | 4.79 | 1.40 | 0.79 | 1.79 | 1.55 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total from investment operations | 5.06 | 1.61 | 0.95 | 1.88 | 1.65 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Less: | ||||||||||||||||||||
Dividends from net investment income | (0.25 | ) | (0.18 | ) | (0.11 | ) | (0.09 | ) | (0.06 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net asset value, end of year | $ | 20.56 | $ | 15.75 | $ | 14.32 | $ | 13.48 | $ | 11.69 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total return | 32.55 | % | 11.39 | % | 7.05 | % | 16.14 | % | 16.55 | % | ||||||||||
Ratios/supplemental data: | ||||||||||||||||||||
Net assets, end of year (millions) | $ | 2,134.7 | $ | 1,522.2 | $ | 904.3 | $ | 607.1 | $ | 179.7 | ||||||||||
Ratio of expenses to average net assets | 0.63 | % | 0.66 | % | 0.66 | % | 0.71 | % | 0.80 | % | ||||||||||
Ratio of net investment income to | 1.65 | % | 1.57 | % | 1.25 | % | 1.37 | %1 | 0.96 | % | ||||||||||
Portfolio turnover rate | 15 | % | 11 | % | 24 | % | 3 | % | 34 | % |
1 | Investment income per share reflects a special dividend of $0.05. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.74%. |
The accompanying notes are an integral part of these financial statements.
30
Table of Contents
Financial Highlights For a capital share outstanding throughout each period. |
Year Ended Oct. 31, 2013 | Year Ended Oct. 31, 2012 | Year Ended Oct. 31, 2011 | Year Ended Oct. 31, 2010 | Year Ended Oct. 31, 2009 | ||||||||||||||||
Net asset value, beginning of the year | $ | 16.83 | $ | 15.44 | $ | 14.70 | $ | 12.18 | $ | 10.07 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Income from investment operations: | ||||||||||||||||||||
Net investment income | 0.10 | 0.09 | 0.04 | 0.02 | 0.03 | |||||||||||||||
Net realized and unrealized gain | 6.26 | 1.42 | 0.71 | 2.53 | 2.11 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total from investment operations | 6.36 | 1.51 | 0.75 | 2.55 | 2.14 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Less: | ||||||||||||||||||||
Dividend from investment income | (0.10 | ) | (0.06 | ) | (0.01 | ) | (0.03 | ) | (0.03 | ) | ||||||||||
Distributions from net realized gain | — | (0.06 | ) | — | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total distributions | (0.10 | ) | (0.12 | ) | (0.01 | ) | (0.03 | ) | (0.03 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net asset value, end of year | $ | 23.09 | $ | 16.83 | $ | 15.44 | $ | 14.70 | $ | 12.18 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total return | 38.02 | % | 9.86 | % | 5.13 | % | 20.96 | % | 21.39 | % | ||||||||||
Ratios/supplemental data: | ||||||||||||||||||||
Net assets, end of year (millions) | $ | 3,661.2 | $ | 2,201.9 | $ | 1,821.9 | $ | 1,451.2 | $ | 706.5 | ||||||||||
Ratio of expenses to average net assets | 0.65 | % | 0.67 | % | 0.66 | % | 0.68 | % | 0.71 | % | ||||||||||
Ratio of net investment income to | 0.51 | % | 0.55 | % | 0.26 | % | 0.15 | % | 0.35 | % | ||||||||||
Portfolio turnover rate | 10 | % | 12 | % | 13 | % | 5 | % | 12 | % |
The accompanying notes are an integral part of these financial statements.
31
Table of Contents
Financial Highlights PRIMECAP Odyssey Aggressive Growth Fund For a capital share outstanding throughout each period. |
Year Ended Oct. 31, 2013 | Year Ended Oct. 31, 2012 | Year Ended Oct. 31, 2011 | Year Ended Oct. 31, 2010 | Year Ended Oct. 31, 2009 | ||||||||||||||||
Net asset value, beginning of the year | $ | 18.86 | $ | 16.99 | $ | 16.17 | $ | 12.33 | $ | 9.46 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Income from investment operations: | ||||||||||||||||||||
Net investment loss | (0.04 | ) | (0.05 | ) | (0.05 | ) | (0.05 | ) | (0.05 | ) | ||||||||||
Net realized and unrealized gain | 9.89 | 2.24 | 1.40 | 3.89 | 2.92 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total from investment operations | 9.85 | 2.19 | 1.35 | 3.84 | 2.87 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Less: | ||||||||||||||||||||
Distributions from net realized gain | — | (0.32 | ) | (0.53 | ) | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net asset value, end of year | $ | 28.71 | $ | 18.86 | $ | 16.99 | $ | 16.17 | $ | 12.33 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total return | 52.23 | % | 13.25 | % | 8.50 | % | 31.14 | % | 30.34 | % | ||||||||||
Ratios/supplemental data: | ||||||||||||||||||||
Net assets, end of year (millions) | $ | 4,443.1 | $ | 1,541.5 | $ | 1,134.5 | $ | 809.9 | $ | 363.8 | ||||||||||
Ratio of expenses to average net assets | 0.64 | % | 0.68 | % | 0.68 | % | 0.71 | % | 0.77 | % | ||||||||||
Ratio of net investment loss to | (0.23 | %) | (0.32 | %) | (0.33 | %) | (0.45 | %) | (0.54 | %) | ||||||||||
Portfolio turnover rate | 11 | % | 14 | % | 11 | % | 15 | % | 20 | % |
The accompanying notes are an integral part of these financial statements.
32
Table of Contents
PRIMECAP Odyssey Funds For the Year Ended October 31, 2013 |
(1) Organization
PRIMECAP Odyssey Funds (the “Trust”) was organized on June 8, 2004 as a Delaware statutory trust and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust is comprised of three series: PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund (the “Funds”), each of which is diversified within the meaning of the 1940 Act. PRIMECAP Management Company (the “Investment Advisor”) serves as investment advisor to the Funds. Each Fund commenced operations on November 1, 2004.
Each Fund’s investment objective is to achieve long-term capital appreciation. Each Fund is authorized to issue unlimited shares of beneficial interest. All shares within each Fund have equal rights with respect to voting. Prior to July 1, 2012, each Fund charged a redemption fee of 2% of the redemption amount on shares redeemed or exchanged within 60 days of purchase.
(2) Significant Accounting Policies
The Funds consistently follow the accounting policies set forth below which are in conformity with accounting principles generally accepted in the United States of America.
A. | Security Valuation |
Securities traded on a national securities exchange are valued at the last reported sales price at the close of regular trading on each day the exchanges are open for trading. Securities traded on the National Association of Securities Dealers Authorized Quotations (“NASDAQ”) are valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. Non-U.S. traded stocks are valued at the last sale price or official closing price in the primary local market where the stock is traded. Securities traded on an exchange for which there have been no sales are valued at the mean between the bid and ask price. Because trading on most non-U.S. exchanges is normally completed before the close of the New York Stock Exchange, the value of securities traded on foreign exchanges can change by the time the Fund calculates its net asset value per share (“NAV”). To address these changes, the Funds may utilize adjustment factors provided by an independent pricing service to systematically value foreign securities at fair value. These adjustment factors are based on statistical analyses of subsequent movement in securities indices, specific security prices, and exchange rates in foreign markets.
Securities for which quotations are not readily available are stated at their respective fair values as determined in good faith by a valuation committee of the Investment Advisor in accordance with procedures approved by the Trust’s Board of Trustees. In determining fair value, the Funds take into account all relevant factors and available information. Consequently, the price of a security used by a Fund to calculate its NAV may differ from quoted or published prices for the same security. Fair value pricing involves subjective judgments, and there is no single standard for determining a security’s fair value. As a result, different mutual funds could reasonably arrive at a different fair value for the same security. It is possible that the fair value determined for a security is
33
Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
materially different from the value that could be realized upon the sale of that security or from the values that other mutual funds may determine.
Investments in other funds are valued at their respective net asset values as determined by those funds, in accordance with the 1940 Act.
B. | Share Valuation |
The NAV of a Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses), by the total number of shares outstanding of the Fund. The result is rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the NYSE is closed for trading.
C. | Foreign Currency |
Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates as of 4 p.m. Eastern time on the valuation date. Purchases and sales of investments and dividend and interest income are converted into U.S. dollars using the spot market rate of exchange prevailing on the respective dates of such translations. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. Foreign securities and currency transactions may involve risks not associated with U.S. securities and currency.
D. | Federal Income Taxes |
Each Fund has elected to be treated as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986 (the “IRC”). Each Fund intends to distribute substantially all of its taxable income and any accumulated net realized capital gains. Accordingly, no provision for Federal income taxes has been made in the financial statements.
The Funds may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be reclaimed. The Funds will accrue such taxes and reclaims as applicable based upon their current interpretations of the tax rules and regulations that exist in the markets in which they invest.
Each Fund has adopted accounting standards regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended October 31, 2013, the Funds did not incur any interest or penalties. As of October 31, 2013, open tax years include the tax years ended October 31, 2010 through October 31, 2013. No Fund
34
Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
is aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
E. | Allocation of Expenses |
Each Fund is charged for those expenses directly attributable to it. Expenses that are not directly attributable to a Fund are allocated among the Funds by an appropriate method based on the nature of the expense.
F. | Security Transactions, Investment Income, and Distributions |
Security transactions are accounted for on the trade date. Dividend income and distributions to shareholders are recorded on the ex-dividend date, and interest income is recognized on the accrual basis. Realized gains and losses are evaluated on the basis of identified costs. Premiums and discounts on the purchase of securities are amortized/accreted using the effective interest method. United States Generally Accepted Accounting Principles (“U.S. GAAP”) require that permanent financial reporting and tax differences be reclassified in the capital accounts.
G. | Use of Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
H. | Indemnification Obligations |
Under the Trust’s organizational documents, its current and former officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties that provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. Based on experience, the Funds would expect the risk of loss to be minimal.
(3) Investment Transactions
The cost of purchases and the proceeds from sales of securities, excluding short-term investments, for the year ended October 31, 2013 were as follows:
Fund | Purchases | Sales | ||||||
PRIMECAP Odyssey Stock Fund | $ | 284,431,200 | $ | 234,846,529 | ||||
PRIMECAP Odyssey Growth Fund | $ | 512,282,177 | $ | 261,552,483 | ||||
PRIMECAP Odyssey Aggressive Growth Fund | $ | 1,670,064,936 | $ | 285,190,434 |
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Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
(4) Valuation Measurements
The Funds have adopted fair valuation accounting standards which establish an authoritative definition of fair value and set forth a hierarchy for measuring fair value. These standards require additional disclosure about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs during the period. These standards define fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy is organized into three levels based upon the assumptions (referred to as “inputs”) used to value the asset or liability. These standards state that “observable inputs” reflect the assumptions that market participants would use in valuing an asset or liability based on market data obtained from independent sources. “Unobservable inputs” reflect the Funds’ own assumptions about the inputs market participants would use to value the asset or liability.
Various inputs are used in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels below:
Level 1 – | Unadjusted quoted prices in active markets for identical securities to which the Trust has access at the date of measurement. |
Level 2 – | Other significant observable inputs (including quoted prices for similar or related securities in both active and inactive markets, interest rates, foreign exchange rates, and fair value estimates for foreign securities indices). |
Level 3 – | Significant unobservable inputs to the extent observable inputs are unavailable (including the Funds’ own assumptions in determining fair value of investments based on the best available information). |
36
Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
The following table provides the fair value measurements of applicable Fund assets by level within the fair value hierarchy for each Fund as of October 31, 2013. There were no transfers into or out of Level 1 and Level 2 during the reporting period. These assets are measured on a recurring basis.
Fund | Description | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |||||||||||||
PRIMECAP Odyssey Stock Fund | Equity | $ | 1,886,386,500 | $ | — | $ | — | $ | 1,886,386,500 | |||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Equity | $ | 1,886,386,500 | $ | — | $ | — | $ | 1,886,386,500 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Short-Term Investments | $ | 247,542,504 | $ | — | $ | — | $ | 247,542,504 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Investments in Securities | $ | 2,133,929,004 | $ | — | $ | — | $ | 2,133,929,004 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
PRIMECAP Odyssey Growth Fund | Equity | $ | 3,236,611,048 | $ | — | $ | — | $ | 3,236,611,048 | |||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Equity | $ | 3,236,611,048 | $ | — | $ | — | $ | 3,236,611,048 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Short-Term Investments | $ | 410,975,090 | $ | — | $ | — | $ | 410,975,090 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Investments in Securities | $ | 3,647,586,138 | $ | — | $ | — | $ | 3,647,586,138 | ||||||||||
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|
| |||||||||||
PRIMECAP Odyssey Aggressive Growth Fund | Equity | $ | 3,964,268,328 | $ | — | $ | — | $ | 3,964,268,328 | |||||||||
|
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| |||||||||||
Total Equity | $ | 3,964,268,328 | $ | — | $ | — | $ | 3,964,268,328 | ||||||||||
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|
| |||||||||||
Short-Term Investments | $ | 475,558,877 | $ | — | $ | — | $ | 475,558,877 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Investments in Securities | $ | 4,439,827,205 | $ | — | $ | — | $ | 4,439,827,205 | ||||||||||
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|
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|
|
|
|
|
1 Refer to each Fund’s respective Schedule of Investments for the breakdown of major categories.
(5) Distribution to Shareholders
Net investment income and net realized gains differ for financial statement and tax purposes due to differing treatments of deferred wash sale losses.
37
Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
As of October 31, 2013, the components of capital on a tax basis were as follows:
PRIMECAP Odyssey Stock Fund | PRIMECAP Odyssey Growth Fund | PRIMECAP Odyssey Aggressive Growth Fund | ||||||||||
Cost of investments for tax purposes1 | $ | 1,517,286,386 | $ | 2,498,420,284 | $ | 3,089,864,510 | ||||||
|
|
|
|
|
| |||||||
Gross tax unrealized appreciation | 634,217,361 | 1,229,311,930 | 1,470,585,619 | |||||||||
Gross tax unrealized depreciation | (17,544,875 | ) | (80,097,164 | ) | (120,588,858 | ) | ||||||
|
|
|
|
|
| |||||||
Net tax unrealized appreciation | 616,672,486 | 1,149,214,766 | 1,349,996,761 | |||||||||
|
|
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|
|
| |||||||
Undistributed ordinary income | 19,844,718 | 9,506,055 | 14,986,701 | |||||||||
Undistributed long-term capital gain | 7,011,734 | 73,024,997 | 65,266,453 | |||||||||
|
|
|
|
|
| |||||||
Total distributable earnings | 26,856,452 | 82,531,052 | 80,253,154 | |||||||||
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|
| |||||||
Other accumulated gain (loss) | — | — | — | |||||||||
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|
|
|
| |||||||
Total accumulated gain | $ | 643,528,938 | $ | 1,231,745,818 | $ | 1,430,249,915 | ||||||
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|
|
|
|
1 | At October 31, 2013 the differences in the basis for federal income tax purposes and financial reporting purposes are due to the tax deferral of losses on wash sales. |
U.S. GAAP requires that permanent book-to-tax differences be reclassified among the components of net assets. These reclassifications have no effect on net assets or NAV. For the fiscal year ended October 31, 2013, the following reclassifications were made:
Undistributed Net Investment Income | Accumulated Net Realized Loss | Paid In Capital | ||||||||||
PRIMECAP Odyssey | $ | 857 | $ | (1,972,235) | $ | 1,971,378 | ||||||
PRIMECAP Odyssey | 11,118 | (7,890,332) | 7,879,214 | |||||||||
PRIMECAP Odyssey | 7,283,348 | (14,671,760) | 7,388,412 |
The Funds used a tax accounting practice to treat a portion of the price of capital shares redeemed during the year as distributions from net realized capital gains. The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund reclassified $1,971,378, $7,879,214, and $7,387,774, respectively, from Accumulated Net Realized Gain to Paid In Capital. Other permanent book-to-tax differences that required reclassification among the Funds’ capital accounts related to foreign currency adjustments and net operating losses.
38
Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
During the fiscal year ended October 31, 2013, the PRIMECAP Odyssey Stock Fund and PRIMECAP Odyssey Growth Fund used $13,971,045 and $3,180,302, respectively, of capital loss carryover accumulated in prior fiscal years.
Tax components of dividends paid during the fiscal years ended October 31, 2013 and October 31, 2012 were as follows:
October 31, 2013 | October 31, 2012 | |||||||||||||||
Ordinary Income Distributions | Long-Term Capital Gain Distributions | Ordinary Income Distributions | Long-Term Capital Gain Distributions | |||||||||||||
Stock Fund | $ | 24,438,073 | — | $ | 12,241,758 | — | ||||||||||
Growth Fund | $ | 13,581,594 | — | $ | 13,976,027 | — | ||||||||||
Aggressive Growth Fund | — | — | $ | 13,466,237 | $ | 7,777,022 |
The Funds designated as long-term capital gain dividends, pursuant to IRC Section 852 (b) (3), the amounts necessary to reduce the earnings and profits of the Funds related to net capital gains to zero for the tax year ended October 31, 2013.
(6) Investment Advisory and Other Agreements
The Trust has entered into an investment management agreement with the Investment Advisor on behalf of each Fund. For its services to the Funds, the Investment Advisor receives a fee paid quarterly 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 year ended October 31, 2013, each Fund paid the Investment Advisor at an effective annual rate of 0.55% of its respective average net assets.
The Bank of New York Mellon serves as the Funds’ custodian. U.S. Bancorp Fund Services, LLC (“USBFS”) serves as the administrator, fund accountant, and transfer agent to the Funds. Quasar Distributors, LLC, an affiliate of USBFS, serves as the Funds’ distributor.
(7) Other Affiliates
Certain of the Funds’ investments are in companies that are considered to be affiliated companies of a Fund because the Fund owns 5% or more of the outstanding voting securities of the company. Transactions during the period in securities of these companies were as follows:
39
Table of Contents
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Year Ended October 31, 2013 – continued
PRIMECAP Odyssey Growth Fund |
| |||||||||||||||||||||||
Current Period Transactions | ||||||||||||||||||||||||
Common Stock | Market Value at October 31, 2012 | Purchases at Cost | Proceeds from Securities Sold | Dividend Income | Realized Gain (Loss) | Market Value at October 31, 2013 | ||||||||||||||||||
Conceptus, Inc.(1)(2) | $ | 43,213,835 | $ | — | $ | 71,105,568 | $ | — | $ | 32,704,958 | N/A | |||||||||||||
ImmunoGen, Inc. | 64,874,508 | — | — | — | — | $ | 96,374,946 | |||||||||||||||||
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$ | 108,088,343 | $ | — | $ | 71,105,568 | $ | — | $ | 32,704,958 | $ | 96,374,946 | |||||||||||||
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(1) | No longer an affiliate as of October 31, 2013. |
(2) | Included in “Proceeds from Securities Sold” are proceeds received when Conceptus, Inc. was acquired in a cash transaction. |
PRIMECAP Odyssey Aggressive Growth Fund |
| |||||||||||||||||||||||
Current Period Transactions | ||||||||||||||||||||||||
Common Stock | Market Value at October 31, 2012 | Purchases at Cost | Proceeds from Securities Sold | Dividend Income | Realized Gain (Loss) | Market Value at October 31, 2013 | ||||||||||||||||||
Abiomed, Inc. | $ | 42,646,159 | $ | 6,612,737 | $ | — | $ | — | $ | — | $ | 64,052,330 | ||||||||||||
Active Network, Inc.(1) | — | 23,794,187 | 25,113,579 | — | 4,849,543 | 63,250,088 | ||||||||||||||||||
Affymetrix, Inc.(1) | — | 25,594,206 | — | — | — | 34,289,500 | ||||||||||||||||||
Boulder Brands, Inc.* | 39,429,519 | — | — | — | — | 54,306,708 | ||||||||||||||||||
comScore, Inc.(1) | — | 16,463,744 | — | — | — | 75,571,107 | ||||||||||||||||||
Conceptus, Inc.(2)(3) | 31,458,090 | — | 51,762,250 | — | 24,676,169 | N/A | ||||||||||||||||||
DreamWorks Animation SKG, Inc.(1) | — | 43,690,371 | — | — | — | 140,271,008 | ||||||||||||||||||
Dyax, Corp. | 17,598,300 | 7,410,801 | — | — | — | 65,347,274 | ||||||||||||||||||
Faro Technologies, Inc.(1) | — | 31,569,542 | — | — | — | 59,621,050 | ||||||||||||||||||
Fluidigm Corp.(1) | — | 29,623,210 | — | — | — | 79,450,025 | ||||||||||||||||||
Guidance Software, Inc. | 17,077,578 | 2,355,110 | — | — | — | 14,491,794 | ||||||||||||||||||
InterMune, Inc.(1) | — | 27,337,101 | — | — | — | 59,331,581 | ||||||||||||||||||
Nektar Therapeutics(1) | — | 56,063,538 | 3,036,640 | — | (3,105,829 | ) | 68,357,880 | |||||||||||||||||
Peregrine Semiconductor Corp.(1) | — | 28,207,052 | — | — | — | 24,003,167 | ||||||||||||||||||
Tuesday Morning Corp.(1) | — | 49,569,034 | — | — | — | 60,451,630 | ||||||||||||||||||
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$ | 148,209,646 | $ | 348,290,633 | $ | 79,912,469 | $ | — | $ | 26,419,883 | $ | 862,795,142 | |||||||||||||
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* | Prior to January 2, 2013, Boulder Brands, Inc. was known as Smart Balance, Inc. |
(1) | As of October 31, 2012, the company was not an affiliate. |
(2) | No longer an affiliate as of October 31, 2013. |
(3) | Included in “Proceeds from Securities Sold” are proceeds received when Conceptus, Inc. was acquired in a cash transaction. |
(8) Subsequent Events
The Funds have evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.
40
Table of Contents
Report of Independent Registered Public Accounting Firm |
To the Board of Trustees and Shareholders
of PRIMECAP Odyssey Funds:
In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund and PRIMECAP Odyssey Aggressive Growth Fund (the “Funds”) at October 31, 2013 the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco, California
December 17, 2013
41
Table of Contents
PRIMECAP Odyssey Funds (Unaudited) |
As a shareholder of one or more of the Funds, you incur ongoing costs, including management fees and other Fund expenses. This expense example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
The expense example is based on an investment of $1,000 invested for a six-month period beginning May 1, 2013 through October 31, 2013.
Actual Expenses
The information in the table adjacent to the heading “Actual Performance” provides actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the column entitled “Expenses Paid during Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The information in the table adjacent to the heading “Hypothetical Performance (5% return before expenses)” provides hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other mutual funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the information adjacent to the heading “Hypothetical Performance (5% return before expenses)” is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different mutual funds. In addition, if transactional costs were included, your costs would have been higher.
42
Table of Contents
Expense Example
PRIMECAP Odyssey Funds
(Unaudited) – continued
Beginning Account Value (5/1/13) | Ending | Expenses Paid During Period1 (5/1/13 to 10/31/13) | Expense Ratio During Period1 (5/1/13 to 10/31/13) | |||||||||||||
PRIMECAP Odyssey Stock Fund |
| |||||||||||||||
Actual Performance | $ | 1,000.00 | $ | 1,119.20 | $ | 3.35 | 0.63% | |||||||||
Hypothetical Performance | $ | 1,000.00 | $ | 1,022.04 | $ | 3.20 | 0.63% | |||||||||
PRIMECAP Odyssey Growth Fund |
| |||||||||||||||
Actual Performance | $ | 1,000.00 | $ | 1,120.30 | $ | 3.42 | 0.64% | |||||||||
Hypothetical Performance | $ | 1,000.00 | $ | 1,021.98 | $ | 3.26 | 0.64% | |||||||||
PRIMECAP Odyssey Aggressive Growth Fund |
| |||||||||||||||
Actual Performance | $ | 1,000.00 | $ | 1,253.70 | $ | 3.62 | 0.64% | |||||||||
Hypothetical Performance | $ | 1,000.00 | $ | 1,021.99 | $ | 3.25 | 0.64% |
1 | Expenses are equal to a Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year period (184), then divided by the number of days in the fiscal year (365) to reflect the one-half year period. |
43
Table of Contents
PRIMECAP Odyssey Funds (Unaudited) |
Additional Tax Information
PRIMECAP Odyssey Stock Fund and PRIMECAP Odyssey Growth Fund designate 100% and 100%, respectively, of ordinary income distributions paid during the fiscal year ended October 31, 2013 as qualified dividend income.
PRIMECAP Odyssey Stock Fund and PRIMECAP Odyssey Growth Fund designate 100% and 100%, respectively, of ordinary income distributions paid during the fiscal year ended October 31, 2013 as dividends qualifying for the dividends received deduction available for corporate shareholders.
Proxy Voting Procedures
The Investment Advisor votes proxies relating to portfolio securities in accordance with procedures that have been approved by the Trust’s Board of Trustees. You may obtain a description of these procedures, free of charge, by calling toll-free 1-800-729-2307. This information is also available through the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Proxy Voting Record
Information regarding how the Funds voted proxies relating to the portfolio securities during the most recent 12-month period ended June 30 is available, without charge, by calling toll-free 1-800-729-2307. This information is also available through the SEC’s website at www.sec.gov.
Form N-Q Disclosure
The Funds file a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. This information is also available, without charge, by calling toll-free 1-800-729-2307.
Board Approval of the Renewal of the Investment Advisory Agreement
The Board of Trustees (the “Board”) of PRIMECAP Odyssey Funds (the “Trust”) is comprised of five Trustees, four of whom are not “interested persons” of the Trust within the meaning of the 1940 Act (the “Independent Trustees”). In September 2013, the Board of Trustees, including the Independent Trustees, approved a one-year renewal of the Trust’s investment advisory agreement with PRIMECAP Management Company.
General Information
As part of the annual contract review process, the Independent Trustees, through Trust counsel, requested and received extensive materials, including information related to: the nature, extent, and quality of the services provided to the Funds by the Investment Advisor; the short- and long-term performance of each Fund relative to the performance of market indices and other funds in
44
Table of Contents
Additional Information
PRIMECAP Odyssey Funds
(Unaudited) – continued
its Morningstar category; the advisory fees paid to the Investment Advisor and the total expense ratio of each Fund compared to the advisory fees and the total expense ratios of other funds in the Fund’s Morningstar category; financial information for the Investment Advisor and information related to the profitability to the Investment Advisor of the investment advisory agreement with the Trust; the extent to which the Investment Advisor expects to achieve economies of scale in connection with the services it provides to each Fund; any ancillary or “fall out” benefits that the Investment Advisor may derive from its relationship with the Funds; and the personnel of the Investment Advisor providing services to the Funds. The Independent Trustees also requested and received information regarding the Investment Advisor’s risk controls, risk evaluation processes, compliance program (including brokerage and trading processes), business continuity plans, and other matters.
With respect to investment performance, the Board noted that the Investment Advisor had made presentations on a quarterly basis regarding the Funds’ portfolio construction, investment environment, and results. The Board noted that in addition to meeting with the Funds’ portfolio managers on a quarterly basis, they also received presentations from different analysts throughout the year on specific investment sectors and each Fund’s investments in those sectors. In considering the renewal of the agreement, the Board also took into account other information it had received at past Board and committee meetings with respect to various matters.
The Independent Trustees reviewed information from Trust counsel regarding their responsibilities in considering whether to renew the investment advisory agreement for an additional one-year period. In connection with their deliberations, the Board considered such information and factors that they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The Board considered renewal of the investment advisory agreement separately for each Fund, although the Board took into account the common interests of all the Funds in its review. In considering these matters, the Board discussed the renewal of the investment advisory agreement with management, and the Independent Trustees met in a private session with Trust counsel at which no employees of the Investment Advisor were present.
In deciding to approve the renewal of the investment advisory agreement, the Board and the Independent Trustees did not identify a single factor that was controlling. The Board and the Independent Trustees concluded that each of the various factors referred to below favored such approval. The following summary describes the key factors considered by the Independent Trustees and their conclusions that formed the basis for approving the renewal of the investment advisory agreement in light of the legal advice furnished by counsel and their own business judgment. This summary is not inclusive of all of the factors considered, and each Board member did not necessarily attribute the same weight to each factor.
Nature, Extent, and Quality of Services
The Board considered the services provided by the Investment Advisor to the Funds under the investment advisory agreement, including the background, education, and experience of the Investment Advisor’s key portfolio management, compliance, and operational personnel; its over-
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all financial strength and stability; its resources and efforts to retain, attract, and motivate capable personnel to serve the Funds; and the overall general quality and depth of its organization. The Board also took into account the experience, capability, and integrity of the Investment Advisor’s senior management, the time that the senior management commits to the Funds, and the Investment Advisor’s demonstrated commitment to the Funds; its investment philosophy and processes, including its brokerage and trading practices; its disaster recovery and contingency planning; its oversight of the Funds’ internal control environment with regard to compliance with applicable laws and regulations; and the significant investment by each portfolio manager in the Funds that he manages, aligning his interests with those of Fund shareholders. The Board and the Independent Trustees concluded that the nature, extent, and quality of services provided under the investment advisory agreement were of a high level and very satisfactory and would continue at the same level during the forthcoming year.
Investment Performance
The Board assessed the performance of each Fund compared with the performance of its benchmark(s) and other funds in the same category as determined by Morningstar, Inc. (“Morningstar”) for the one-year, three-year, five-year, and since-inception periods ended July 31, 2013. The Board made the following observations in reviewing the Funds’ performance:
• | The PRIMECAP Odyssey Stock Fund underperformed its benchmark, the S&P 500, by 56 basis points (annualized) during the three-year period ended July 31, 2013, though it had outperformed during the one-year and five-year periods. Since inception, the Fund outperformed the S&P 500 by 192 basis points (annualized). The Fund’s performance relative to other mutual funds in the Morningstar Large Cap Growth fund universe was above median for all time periods reviewed. |
• | The PRIMECAP Odyssey Growth Fund outperformed the S&P 500, its primary benchmark, and the Russell 1000 Growth Index, its secondary benchmark, for the one-year, three-year, five-year, and since inception periods. The Fund’s performance was above median for each time period considered in relation to other mutual funds in Morningstar’s Large Cap Growth Fund universe. |
• | The PRIMECAP Odyssey Aggressive Growth Fund outperformed both its primary and secondary benchmarks, the S&P 500 and the Russell MidCap Growth Index, for the one-year, three-year, five-year, and since inception periods. The Fund’s performance was above median compared to the other mutual funds in the Morningstar Mid Cap Growth Fund universe for all time periods considered. |
Based on the information provided to them and in consideration of the specific investment objectives and risk profiles of each Fund, the Board and the Independent Trustees concluded that the performance of each Fund was satisfactory.
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Advisory Fees and Fund Expenses
The Board reviewed the advisory fees and expenses paid by each Fund as well as an analysis of Morningstar data with respect to the fees and expenses paid by comparable funds. They compared the advisory fees and total expense ratios for each Fund to those of: 1) all other funds in the same Morningstar category (for the Stock Fund – Large Blend funds; for the Growth Fund – Large Growth funds; and for the Aggressive Growth Fund – MidCap Growth funds); 2) funds in the same Morningstar category with fee structures and characteristics similar to the Funds (e.g., no distribution or shareholder servicing fees, and excluding load funds, index and enhanced index funds, funds of funds, and multi-manager funds); and 3) a peer group of 15 funds with characteristics and asset sizes similar to those of the Fund. The Independent Trustees noted that, by each comparative measure, the advisory fee and the total expense ratio were below the medians of the funds in the group.
The Board also reviewed the fees charged by the Investment Advisor to other clients, including other mutual funds for which it provides sub-advisory services. The Board noted that although those fees were lower than those charged by the Investment Advisor to the Funds, the differences appropriately reflected the investment, operational, and regulatory differences between advising the Funds and the other clients. The Board and the Independent Trustees determined that the advisory fees and expenses charged to the Funds were reasonable in consideration of the services provided.
Costs and Profits of the Investment Advisor
The Board reviewed information relating to the Investment Advisor’s profitability with respect to the investment advisory agreement and concluded that the profit levels were reasonable in light of the nature, extent, and quality of the services provided by the Investment Advisor to the Funds. The Board also reviewed information regarding the Investment Advisor’s financial position and concluded that the Investment Advisor would be able to continue to provide advisory services to the Fund. As part of this discussion, the Independent Trustees recognized the importance of the profitability of the Investment Advisor, not only in maintaining its own financial condition, but also in maintaining an environment in which it is able to attract and retain talented investment professionals.
Economies of Scale and Other Benefits to the Investment Advisor
The Board recognized the Investment Advisor’s efforts in overseeing the expenses incurred by the Funds. The Independent Trustees considered information regarding the level of advisory fees charged to each Fund and noted that the advisory fees were low relative to other mutual funds with similar investment objectives. The Board and the Independent Trustees noted that the Investment Advisory Agreement provides for a fee breakpoint at $100 million in assets for each Fund, and concluded that the Funds had benefitted from economies of scale achieved by the Investment Advisor as a result of advisory fees that are generally low relative to other actively managed funds with similar investment objectives. The Board also considered the benefits received by the Investment Advisor as a result of its relationship with the Funds, including
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investment advisory fees and the intangible benefits of any favorable publicity arising in connection with the Funds’ performance.
Conclusions
Based on their review, including their consideration of each of the factors referred to above, the Board and the Independent Trustees concluded that the compensation payable to the Investment Advisor pursuant to the investment advisory agreement is fair and reasonable in light of the services being provided by the Investment Advisor to each Fund and its shareholders, and that renewal of the investment advisory agreement was in the best interest of each Fund and its shareholders.
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PRIMECAP Odyssey Funds (Unaudited) |
Portfolio Managers
PRIMECAP Management Company has five portfolio managers who together have more than 145 years of investment experience. The portfolio managers primarily responsible for overseeing the Funds’ investments are:
Name | Years of Experience | |||
Mitchell J. Milias | 49 | |||
Theo A. Kolokotrones | 43 | |||
Joel P. Fried | 28 | |||
Alfred W. Mordecai | 16 | |||
M. Mohsin Ansari | 13 |
Each of these five individuals manages a portion of the PRIMECAP Odyssey Stock Fund and the PRIMECAP Odyssey Growth Fund. The PRIMECAP Odyssey Aggressive Growth Fund is primarily managed by Messrs. Kolokotrones, Fried, Mordecai, and Ansari. A small portion of each Fund’s assets may be managed by individuals in the Investment Advisor’s research department. Effective January 1, 2014, Mr. Milias will relinquish his portfolio management responsibilities for the PRIMECAP Odyssey Stock Fund and the PRIMECAP Odyssey Growth Fund.
Officers and Trustees
The Trust’s officers, who oversee the Funds’ daily operations, are appointed by the Board of Trustees. The trustees are responsible for the overall management of the Trust, including establishing the Funds’ policies and general supervision and review of their investment activities. The Statement of Additional Information includes additional information about the trustees and is available, without charge, by calling 1-800-729-2307 or at the Funds’ website at www.odysseyfunds.com.
Executive Officers. The table below sets forth certain information about each of the Trust’s executive officers.
Name, Address (Year of Birth) | Position(s) Held with Trust | Term of Office; Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Theo A. Kolokotrones 225 South Lake Ave. Pasadena, CA 91101-3005 | Co-Chief Executive Officer | Indefinite; Since 09/04 | Vice-Chairman, Director, Portfolio Manager, and Principal PRIMECAP Management Company | |||
Joel P. Fried 225 South Lake Ave. Pasadena, CA 91101-3005 (1962) | Co-Chief Executive Officer and Trustee | Indefinite; Since 09/04 | President, Director, Portfolio Manager, and Principal PRIMECAP Management Company |
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Name, Address (Year of Birth) | Position(s) Held with Trust | Term of Office; Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Alfred W. Mordecai 225 South Lake Ave. Pasadena, CA 91101-3005 (1967) | Co-Chief Executive Officer | Indefinite; Since 10/12 | Executive Vice President, Director, Portfolio Manager, and Principal PRIMECAP Management Company | |||
Michael J. Ricks 225 South Lake Ave. Pasadena, CA 91101-3005 (1977) | Chief Financial Officer, Chief Administrative Officer, and Secretary | Indefinite; Since 03/11 | Director of Fund Administration, PRIMECAP Management Company (since 2011); Vice President, Fund Administration and Compliance, U.S. Bancorp Fund Services, LLC (2001-2011) | |||
Karen Chen 225 South Lake Ave. Pasadena, CA 91101-3005 (1973) | Vice President of Compliance, Chief Compliance Officer, and AML Officer | Indefinite; Since 10/04 | Chief Compliance Officer, Director of Compliance and Reporting PRIMECAP Management Company |
“Independent” Trustees. The table below sets forth certain information about each of the trustees of the Trust who is not an “interested person” of the Trust as defined in the 1940 Act (“Independent Trustees”).
Name, Address (Year of Birth) | 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 by Trustee1 | Other Director- ships Held by Trustee | |||||
Benjamin F. Hammon 225 South Lake Ave. Pasadena, CA 91101-3005 (1935) | Chairman of the Board and Trustee | Indefinite; Since 09/04 | Retired; Private investor | 3 | None | |||||
Wayne H. Smith 225 South Lake Ave. Pasadena, CA 91101-3005 (1941) | Chairman of the Audit Committee and Trustee | Indefinite; Since 09/04 | Retired; Private investor | 3 | None | |||||
Joseph G. Uzelac 225 South Lake Ave. Pasadena, CA 91101-3005 (1944) | Trustee | Indefinite; Since 10/07 | Retired; Private investor | 3 | None | |||||
Elizabeth D. Obershaw 225 South Lake Ave. Pasadena, CA 91101-3005 (1960) | Trustee | Indefinite; Since 06/08 | Managing Director, Horsley Bridge Partners, an investment advisor (2007-present) | 3 | None |
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Management
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“Interested” Trustees. The table below sets forth certain information about each of the trustees of the Trust who is an “interested person” of the Trust as defined by the 1940 Act.
Name, Address (Year of Birth) | 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 by Trustee1 | Other Director- ships Held by Trustee | |||||
Joel P. Fried2 225 South Lake Ave. Pasadena, CA 91101-3005 (1962) | Co-Chief Executive Officer and Trustee | Indefinite; Since 09/04 | President, Director, Portfolio Manager, and Principal PRIMECAP Management Company | 3 | None |
1 | 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. |
2 | Mr. Fried is an “interested person” of the Trust, as defined by the 1940 Act, because of his employ- ment with PRIMECAP Management Company, the investment advisor to the Trust. |
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PRIMECAP Odyssey Funds |
PRIMECAP Management Company
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.
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Investment Advisor
PRIMECAP MANAGEMENT COMPANY
225 South Lake Avenue, Suite 400
Pasadena, California 91101
•
Distributor
QUASAR DISTRIBUTORS, LLC
615 East Michigan Street, 4th Floor
Milwaukee, Wisconsin 53202
•
Custodian
THE BANK OF NEW YORK MELLON
One Wall Street
New York, New York 10286
•
Transfer Agent
U.S. BANCORP FUND SERVICES, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202
•
Administrator
U.S. BANCORP FUND SERVICES, LLC
2020 East Financial Way, Suite 100
Glendora, California 91741
•
Legal Counsel
BINGHAM McCUTCHEN LLP
355 South Grand Avenue, Suite 4400
Los Angeles, California 90071
•
Independent Registered Public Accounting Firm
PRICEWATERHOUSECOOPERS LLP
Three Embarcadero Center
San Francisco, California 94111
This report is intended for the shareholders of the PRIMECAP Odyssey Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.
Past performance results shown in this report should not be considered a representation of future performance. Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are dated and are subject to change.
PRIMECAP, PRIMECAP Odyssey, and the PRIMECAP Odyssey logo are trademarks of PRIMECAP Management Company.
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Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at 1-800-729-2307.
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Wayne Smith is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, and tax services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning and specifically relate to the accountant’s review of the registrant’s federal and state tax returns. There were no other services provided by the principal accountant to the registrant during the past two fiscal years. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 10/31/2013 | FYE 10/31/2012 | |||||||
Audit Fees | $ | 92,000 | $ | 85,000 | ||||
Audit-Related Fees | $ | 0 | $ | 0 | ||||
Tax Fees | $ | 13,500 | $ | 13,200 | ||||
All Other Fees | $ | 0 | $ | 0 |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
The percentages of fees billed by PricewaterhouseCoopers LLP applicable to non-audit services that were pre-approved by the audit committee were as follows:
FYE 10/31/2013 | FYE 10/31/2012 | |||||||
Audit-Related Fees | 100 | % | 100 | % | ||||
Tax Fees | 100 | % | 100 | % | ||||
All Other Fees | 100 | % | 100 | % |
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All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
The following table indicates the aggregate non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other entity, controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, for the last two fiscal years.
Non-Audit Related Fees | FYE 10/31/2013 | FYE 10/31/2012 | ||||||
Registrant | $ | 13,500 | $ | 13,200 | ||||
Registrant’s Investment Adviser | $ | 0 | $ | 0 |
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 11. Controls and Procedures.
(a) | The Registrant’s Co-Chief Executive Officers and Chief Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under |
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the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PRIMECAP Odyssey Funds | ||||
By | /s/ Joel P. Fried | |||
Joel P. Fried, Co-Chief Executive Officer | ||||
Date | December 30, 2013 | |||
By | /s/ Theo A. Kolokotrones | |||
Theo A. Kolokotrones, Co-Chief Executive Officer | ||||
Date | December 30, 2013 | |||
By | /s/ Alfred W. Mordecai | |||
Alfred W. Mordecai, Co-Chief Executive Officer | ||||
Date | December 30, 2013 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ Joel P. Fried | |||
Joel P. Fried, Co-Chief Executive Officer | ||||
Date | December 30, 2013 | |||
By | /s/ Theo A. Kolokotrones | |||
Theo A. Kolokotrones, Co-Chief Executive Officer | ||||
Date | December 30, 2013 | |||
By | /s/ Alfred W. Mordecai | |||
Alfred W. Mordecai, Co-Chief Executive Officer | ||||
Date | December 30, 2013 | |||
By | /s/ Michael J. Ricks | |||
Michael J. Ricks, Chief Financial Officer | ||||
Date | December 30, 2013 |