As filed with the Securities and Exchange Commission on June 28, 2016
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)
177 East Colorado Boulevard, 11th Floor
Pasadena, CA 91105
(Address of principal executive offices) (Zip code)
Michael J. Ricks
PRIMECAP Management Company
177 East Colorado Boulevard, 11th Floor
Pasadena, CA 91105
(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: April 30, 2016
Item 1. Reports to Stockholders.
SEMIANNUAL REPORT
For the Six Months Ended April 30, 2016
PRIMECAP ODYSSEY STOCK (POSKX)
PRIMECAP ODYSSEY GROWTH (POGRX)
PRIMECAP ODYSSEY AGGRESSIVE GROWTH (POAGX)
PRIMECAP Odyssey Funds |
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1
PRIMECAP Odyssey Funds |
Dear Fellow Shareholders,
For the six months ended April 30, 2016, the PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund produced total returns of -2.36%, -3.24%, and -1.10%, respectively, in each case lagging the +0.43% total return of the unmanaged S&P 500 index. The relative performance of each fund deteriorated over the course of the six-month period, and in each case this unfavorable trend continued into the early part of May 2016.
We are disappointed by our recent underperformance, which was caused in part by our substantial investments in airlines, biotechnology and pharmaceutical, and information technology companies. Our weighting in each of these areas significantly exceeds the associated index weighting for reasons we will discuss in greater detail below. Our underperformance during the six months ended April 30, 2016 was exacerbated by our significant underweight positions in consumer staples, energy, materials, telecommunication services, and utilities stocks. Each of these sectors outperformed the S&P 500 index during this period. Effectively, our portfolios have been out of sync with recent market trends. While our bottom-up stock selection approach can result in significant underperformance in periods such as these, we continue to believe it can generate superior results for our shareholders over the long term.
Real U.S. GDP grew 2.4% in 2015, a continuation of the moderate economic growth experienced over the past several years. Consumer spending is being supported by a strong labor market, modest wage growth, low inflation, and healthy household balance sheets underpinned by strong housing and financial asset prices. Anemic growth in Europe and Japan, slowing growth in China, and economic challenges in many other countries with commodity-driven economies such as Russia, Brazil, and the Gulf states negatively impacted U.S. exporters in areas such as information technology and industrials.
Commodity prices declined during the early part of the six-month period ended April 30, 2016, before recovering during the latter part of the period. West Texas Intermediate crude oil, which troughed at $26 per barrel on February 11th, subsequently rallied 75% to end April at $46 per barrel, leading energy stocks to significantly outperform the S&P 500 index.
The yield on the U.S. 10-Year Treasury bond unexpectedly declined during the period as a weakening global economic outlook and significant volatility in financial markets worldwide led the Federal Reserve to delay its plans to raise interest rates in 2016. Central banks in Europe, Japan, and several other countries eased monetary policy by lowering interest rates, into negative territory in some cases, and expanding their asset purchase programs.
While large capitalization growth stocks outperformed in 2015, defensive sectors such as consumer staples, telecommunication services, and utilities have led the market in calendar 2016. Biotechnology stocks, which had outperformed the S&P 500 index by roughly 200 percentage points between February 2011 and July 2015, corrected sharply, with the NYSE ARCA Biotechnology Index declining 25% between December 31, 2015 and February 11, 2016. Smaller
2
Letter to Shareholders
PRIMECAP Odyssey Funds
continued
capitalization biotechnology stocks, including a number of holdings in the Aggressive Growth Fund and, to a lesser extent, the Growth Fund, fared even worse.
Each of the PRIMECAP Odyssey Funds continues to be overweight in the health care, information technology, and industrials sectors, and underweight in the financials, energy, consumer staples, materials, utilities, and telecommunication services sectors.
A more detailed discussion of the results of each PRIMECAP Odyssey Fund follows.
PRIMECAP Odyssey Stock Fund
From October 31, 2015 to April 30, 2016, the Stock Fund’s total return of -2.36% lagged the S&P 500’s total return of +0.43%.
Sector allocations and stock selection each detracted from the fund’s relative returns. Our positioning in consumer discretionary produced a net negative result, as retailers Ascena Retail Group (-34%) and L Brands (-15%) declined on investor concerns about slowing foot traffic to brick and mortar stores; cruise line operator Carnival (-8%) fell out of favor in spite of strong fundamentals; and Sony (-15%) declined due to weak iPhone sales (Sony supplies image sensors for the iPhone) and an earthquake in Japan. The fund’s underperformance in industrials was primarily driven by its airline holdings, especially American Airlines Group (-25%) and, to a lesser extent, Southwest Airlines (-3%). Overweight positions in healthcare and information technology further detracted from the fund’s relative returns, while stock selection in these sectors was neutral. In information technology, the enterprise data storage systems and wireless communications infrastructure markets were extremely weak, leading to losses in NetApp (-29%), Ericsson (-14%), and Keysight (-21%). While the aforementioned weakness in iPhone sales negatively affected several of the fund’s investments, the impact on the fund’s returns was a net positive due to the benefit from its zero weighting in Apple (-21%). The fund’s underweight position in consumer staples was only partially offset by strong stock selection, notably Tyson Foods (+49%). Underweight positions in energy, materials, telecommunication services, and utilities negatively impacted the fund’s relative performance.
3
Letter to Shareholders
PRIMECAP Odyssey Funds
continued
The top 10 holdings, which collectively represented 26.1% of the portfolio at the period end, are listed below:
PRIMECAP Odyssey Stock Fund Top 10 Holdings as of 4/30/16 | Ending % of Total Portfolio* | |||
JPMorgan Chase & Co. | 3.7 | |||
Eli Lilly and Company | 3.7 | |||
Southwest Airlines Co. | 2.8 | |||
FedEx Corporation | 2.7 | |||
Amgen Inc. | 2.6 | |||
Carnival Corporation | 2.3 | |||
Wells Fargo & Company | 2.3 | |||
Hewlett Packard Enterprise Co. | 2.1 | |||
Roche Holding Ltd. | 2.0 | |||
American Airlines Group, Inc. | 1.9 | |||
Total % of Portfolio | 26.1 | % |
* | The percentage is calculated by using the ending market value of the security divided by the ending market value of the total investments of the Fund. |
PRIMECAP Odyssey Growth Fund
From October 31, 2015 to April 30, 2016, the Growth Fund’s total return was -3.24%, below the S&P 500’s total return of +0.43% and the Russell 1000 Growth Index’s total return of -1.37%.
Stock selection and sector allocations each contributed to the fund’s underperformance. The fund’s 11% average weighting in biotechnology stocks detracted significantly from relative returns, as these holdings collectively declined 12%. Larger capitalization holdings such as Amgen (+1%) and Biogen (-5%) fared better than smaller capitalization holdings such as Seattle Genetics (-14%), ImmunoGen (-41%), and BioMarin (-28%). Significant positive contributions from medical device manufacturers ABIOMED (+32%) and Insulet (+11%) reduced the fund’s losses in healthcare. The fund’s airline holdings detracted from relative results, as the impact of losses in American Airlines Group (-25%) and United Continental Holdings (-24%) was greater than the gains generated by the fund’s position in Virgin America (+56%), which agreed to be acquired by Alaska Airlines. In consumer discretionary, losses in cruise lines (Norwegian Cruise Line Holdings -23%, Royal Caribbean Cruises -21%, Carnival -8%) and retailers (L Brands -15%, Ascena Retail Group -34%) were partially offset by strong gains in Dreamworks Animation (+97%), which agreed to be acquired by Comcast. In information technology, the fund’s outperformance in software (Adobe Systems +6%, Ellie Mae +15%) and its zero weighting in Apple (-21%) more
4
Letter to Shareholders
PRIMECAP Odyssey Funds
continued
than offset weakness in communications equipment, internet, IT services, and semiconductors. Underweight positions in consumer staples, energy, materials, telecommunication services, and utilities detracted from the fund’s relative results.
The top 10 holdings, which collectively represented 27.6% of the portfolio at the period end, are listed below:
PRIMECAP Odyssey Growth Fund Top 10 Holdings as of 4/30/16 | Ending % of Total Portfolio* | |||
Eli Lilly & Company | 3.8 | |||
Amgen Inc. | 3.4 | |||
Seattle Genetics, Inc. | 3.2 | |||
ABIOMED, Inc. | 3.0 | |||
American Airlines Group, Inc. | 2.6 | |||
Alphabet Inc. – Class A and C | 2.6 | |||
Biogen Inc. | 2.4 | |||
Roche Holding Ltd. | 2.3 | |||
Adobe Systems Incorporated | 2.2 | |||
Southwest Airlines Co. | 2.1 | |||
Total % of Portfolio | 27.6 | % |
* | The percentage is calculated by using the ending market value of the security divided by the ending market value of the total investments of the Fund. |
PRIMECAP Odyssey Aggressive Growth Fund
From October 31, 2015 to April 30, 2016, the Aggressive Growth Fund’s total return of -1.10% trailed the S&P 500’s total return of +0.43%, but exceeded the Russell Midcap Growth Index’s total return of -1.54%.
After outperforming by nearly 5 percentage points in November and December 2015 due to strong gains in healthcare, the Aggressive Growth Fund declined 10% in January, nearly 6 percentage points below the S&P 500 index return, as a number of the fund’s smaller capitalization healthcare holdings declined precipitously and the fund’s airline, cruise line, and information technology holdings underperformed. While the net impact of the fund’s positions in healthcare was positive for the six months ended April 30, 2016, the fund’s 12% average weighting in airlines detracted significantly from relative returns due to large losses in American Airlines Group (-25%), United Continental Holdings (-24%), JetBlue Airways (-20%), and Delta Air Lines (-18%). In information technology, strong selection in software (Ellie Mae +15%, Rubicon
5
Letter to Shareholders
PRIMECAP Odyssey Funds
continued
Project +28%) and the fund’s zero weighting in Apple (-21%) more than offset weakness in internet (comScore -28%), while strong gains in certain of the fund’s other information technology holdings (NVIDIA +26%, Ruckus Wireless +22%, Cray +28%, Universal Display +70%) offset losses in others (Micron -35%, NetApp -29%, Blackberry -3%). In healthcare, most of the fund’s relative outperformance was due to Dyax (+40%), which was acquired by Shire, ABIOMED (+32%), Nektar Therapeutics (+32%), and Affymetrix (+52%), which was acquired by Thermo Fisher Scientific. Underperformance related to the fund’s underweight position in telecommunication services was amplified by losses in Sprint (-27%), which is undergoing a significant restructuring as it seeks to deploy its vast spectrum holdings. Selection in consumer discretionary added to relative results, as Dreamworks (+97%) more than offset losses in Royal Caribbean Cruises (-21%) and Sony (-15%). Financials added to relative returns due to the fund’s underweight position in the sector as well as gains in MarketAxess Holdings (+22%). Underweight positions in consumer staples, energy, materials, telecommunication service, and utilities detracted from the fund’s relative results.
The top 10 holdings, which collectively represented 28.5% of the portfolio at the period end, are listed below:
PRIMECAP Odyssey Aggressive Growth Fund Top 10 Holdings as of 4/30/16 | Ending % of Total Portfolio* | |||
ABIOMED, Inc. | 3.8 | |||
Dreamworks Animation SKG, Inc. Class A | 3.5 | |||
Ellie Mae, Inc. | 3.5 | |||
Nektar Therapeutics | 2.9 | |||
Sony Corporation Sponsored ADR | 2.9 | |||
Blackberry Limited | 2.5 | |||
American Airlines Group, Inc. | 2.5 | |||
Delta Air Lines, Inc. | 2.3 | |||
United Continental Holdings, Inc. | 2.3 | |||
Alphabet Inc. | 2.3 | |||
Total % of Portfolio | 28.5 | % |
* | The percentage is calculated by using the ending market value of the security divided by the ending market value of the total investments of the Fund. |
Outlook
We are neither overly optimistic nor overly pessimistic about the outlook for the U.S. equity market. The S&P 500 index trades for approximately 16.5x forward earnings per share and offers
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Letter to Shareholders
PRIMECAP Odyssey Funds
continued
a dividend yield in excess of 2%. We continue to believe that stocks represent a more attractive investment than bonds at current prices. Within the U.S. equity market, we find certain sectors to be overvalued, notably consumer staples (21x forward price-to-earnings) and utilities (18x forward price-to-earnings), though we find other sectors and stocks, including many of the funds’ investments in healthcare, information technology, and airlines, to be attractively valued.
The funds remain overweight in the healthcare sector. We believe the recent correction in biotechnology and pharmaceutical stocks, driven in large part by heightened concerns regarding drug pricing and reimbursement, has led many to ignore their favorable long-term growth prospects. Aging populations worldwide and rising living standards in emerging markets should support demand growth in excess of global GDP over the next several decades, while the rapidly declining cost of genetic sequencing is enabling the development of novel, highly targeted therapies for a variety of diseases. In spite of the near-term uncertainty and current political rhetoric over drug pricing, we believe that companies which develop novel therapies that extend lives and represent meaningful advancements will ultimately receive favorable pricing and reimbursement for their products.
We also continue to find airline stocks to be attractive investments. Capacity growth and unit price declines have led many to fear that the profits airlines are currently generating will not be sustained. While we acknowledge that the airline industry is competitive, we do not believe that recent trends represent a cause for alarm. Industry capacity utilization remains high and should be supported by secular growth trends going forward. Many of our airline holdings also trade at among the lowest price-to-earnings multiples in the S&P 500.
The funds remain underweight the energy sector. To date, we have found few compelling investments within the sector, as the valuations of many companies require a further rebound in oil prices to be attractive. While such a scenario is possible, we do not want to invest with a thesis predicated on higher oil prices.
In conclusion, we remain committed to our investment philosophy, which is to invest in attractively priced individual stocks for the long term. This “bottom-up�� approach often results in portfolios that bear little resemblance to market indices; therefore, our results can deviate substantially from such indices. Furthermore, our long-term investment horizon results in low portfolio turnover, which creates the possibility for extended periods of underperformance when the stocks in our portfolio fall out of favor. We nonetheless believe that this approach can generate superior results for shareholders over the long term.
Sincerely,
PRIMECAP Management Company
May 6, 2016
7
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 1000 Index measures the performance of the large-cap segment of the U.S. equity universe). 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 NYSE ARCA Biotechnology Index is an equal-dollar weighted index comprised of publicly traded companies that are a part of the biotechnology industry and that are primarily involved in the use of biological processes to develop products or provide services. You cannot invest directly in an index.
Earnings per share (EPS) is calculated by taking the total earnings divided by the number of shares outstanding. Price-to-earnings (PE) ratio is calculated by dividing the current share price of a stock by its earnings per share.
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.
8
The following chart compares the value of a hypothetical $10,000 investment in the PRIMECAP Odyssey Stock Fund from October 31, 2005 to April 30, 2016, compared to the S&P 500. This chart illustrates the performance of a hypothetical $10,000 investment made October 31, 2005 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 April 30, 2016 | ||||||||||||||||
1 Year | Annualized 5 Year | Annualized 10 Year | Annualized Since Inception^ | |||||||||||||
Stock Fund | -1.67% | 10.62% | 7.47% | 8.96% | ||||||||||||
S&P 500* | 1.21% | 11.02% | 6.91% | 7.61% |
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 |
9
Performance Graphs |
The following chart compares the value of a hypothetical $10,000 investment in the PRIMECAP Odyssey Growth Fund from October 31, 2005 to April 30, 2016, compared to the S&P 500. This chart illustrates the performance of a hypothetical $10,000 investment made October 31, 2005 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 April 30, 2016 | ||||||||||||||||
1 Year | Annualized 5 Year | Annualized 10 Year | Annualized Since Inception^ | |||||||||||||
Growth Fund | -1.57% | 10.23% | 8.09% | 9.62% | ||||||||||||
S&P 500* | 1.21% | 11.02% | 6.91% | 7.61% |
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 |
10
Performance Graphs |
The following chart compares the value of a hypothetical $10,000 investment in the PRIMECAP Odyssey Aggressive Growth Fund from October 31, 2005 to April 30, 2016, compared to the S&P 500. This chart illustrates the performance of a hypothetical $10,000 investment made October 31, 2005 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 April 30, 2016 | ||||||||||||||||
1 Year | Annualized 5 Year | Annualized 10 Year | Annualized Since Inception^ | |||||||||||||
Aggressive Growth Fund | -4.77% | 13.79% | 11.16% | 12.26% | ||||||||||||
S&P 500* | 1.21% | 11.02% | 6.91% | 7.61% |
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 |
11
PRIMECAP Odyssey Funds |
PRIMECAP Odyssey Stock Fund
Consumer Discretionary | 12.6% | |||
Consumer Staples | 1.7% | |||
Energy | 1.0% | |||
Financials | 11.6% | |||
Health Care | 20.2% | |||
Industrials | 15.6% | |||
Information Technology | 27.4% | |||
Materials | 1.4% | |||
Telecommunication Services | 0.2% | |||
Utilities | 0.3% | |||
Short-Term Investments, net of Other Liabilities | 8.0% | |||
Total | 100.0% |
PRIMECAP Odyssey Growth Fund
Consumer Discretionary | 13.4% | |||
Consumer Staples | 0.4% | |||
Energy | 0.6% | |||
Financials | 6.4% | |||
Health Care | 31.1% | |||
Industrials | 12.3% | |||
Information Technology | 30.9% | |||
Materials | 0.8% | |||
Telecommunication Services | 0.0% | |||
Rights (Health Care) | 0.0% | |||
Short-Term Investments, net of Other Liabilities | 4.1% | |||
Total | 100.0% |
The tables above list sector allocations as a percentage of each fund’s total net assets as of April 30, 2016. 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.
12
Sector Breakdown
PRIMECAP Odyssey Funds
continued
PRIMECAP Odyssey Aggressive Growth Fund
Consumer Discretionary | 17.2% | |||
Consumer Staples | 0.0% | |||
Energy | 0.5% | |||
Financials | 3.0% | |||
Health Care | 27.6% | |||
Industrials | 13.6% | |||
Information Technology | 32.2% | |||
Materials | 0.8% | |||
Telecommunication Services | 1.2% | |||
Rights (Health Care) | 0.1% | |||
Short-Term Investments, net of Other Liabilities | 3.8% | |||
Total | 100.0% |
The table above lists sector allocations as a percentage of the fund’s total net assets as of April 30, 2016. 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.
13
April 30, 2016 (Unaudited) |
Shares | Value | |||||||
COMMON STOCKS – 92.0% | ||||||||
Consumer Discretionary – 12.6% | ||||||||
4,100,000 | Ascena Retail Group, Inc. (a) | $ | 36,121,000 | |||||
73,200 | Bed Bath & Beyond, Inc. | 3,456,504 | ||||||
1,644,100 | CarMax, Inc. (a) | 87,055,095 | ||||||
2,624,600 | Carnival Corp. | 128,736,630 | ||||||
211,967 | Comcast Corp. – Class A | 12,879,115 | ||||||
353,000 | Garmin Ltd. | 15,048,390 | ||||||
813,600 | L Brands, Inc. | 63,696,744 | ||||||
595,382 | Las Vegas Sands Corp. | 26,881,497 | ||||||
10,000 | McDonald’s Corp. | 1,264,900 | ||||||
60,000 | Newell Rubbermaid, Inc. | 2,732,400 | ||||||
1,422,000 | Ross Stores, Inc. | 80,741,160 | ||||||
331,000 | Royal Caribbean Cruises Ltd. | 25,619,400 | ||||||
3,700,000 | Sony Corp. – ADR | 89,170,000 | ||||||
193,400 | TJX Cos., Inc. | 14,663,588 | ||||||
1,305,200 | Tribune Media Co. – Class A | 50,315,460 | ||||||
1,816,600 | Tribune Publishing Co. (b) | 20,582,078 | ||||||
165,000 | V.F. Corp. | 10,403,250 | ||||||
225,000 | Walt Disney Co. (The) | 23,233,500 | ||||||
|
| |||||||
692,600,711 | ||||||||
|
| |||||||
Consumer Staples – 1.7% | ||||||||
258,000 | CVS Health Corp. | 25,929,000 | ||||||
70,000 | Kellogg Co. | 5,376,700 | ||||||
150,000 | PepsiCo, Inc. | 15,444,000 | ||||||
695,000 | Tyson Foods, Inc. – Class A | 45,744,900 | ||||||
|
| |||||||
92,494,600 | ||||||||
|
| |||||||
Energy – 1.0% | ||||||||
20,000 | EOG Resources, Inc. | 1,652,400 | ||||||
95,000 | Exxon Mobil Corp. | 8,398,000 | ||||||
45,000 | National Oilwell Varco, Inc. | 1,621,800 | ||||||
60,000 | Range Resources Corp. | 2,646,600 | ||||||
266,834 | Schlumberger Ltd. | 21,437,444 | ||||||
800,000 | Southwestern Energy Co. (a) | 10,744,000 | ||||||
751,300 | Transocean Ltd. | 8,324,404 | ||||||
|
| |||||||
54,824,648 | ||||||||
|
| |||||||
Financials – 11.6% | ||||||||
75,000 | American Express Co. | 4,907,250 | ||||||
3,309,900 | Charles Schwab Corp. (The) | 94,034,259 | ||||||
387,963 | CME Group, Inc. | 35,657,679 |
The accompanying notes are an integral part of these financial statements.
14
Schedule of Investments
PRIMECAP Odyssey Stock Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Financials (continued) | ||||||||
696,000 | Discover Financial Services | $ | 39,163,920 | |||||
3,239,400 | JPMorgan Chase & Co. | 204,730,080 | ||||||
634,950 | Marsh & McLennan Cos., Inc. | 40,097,093 | ||||||
281,600 | Mercury General Corp. | 14,896,640 | ||||||
435,800 | Northern Trust Corp. | 30,976,664 | ||||||
1,232,600 | Progressive Corp. (The) | 40,182,760 | ||||||
2,564,808 | Wells Fargo & Co. | 128,189,104 | ||||||
|
| |||||||
632,835,449 | ||||||||
|
| |||||||
Health Care – 20.2% | ||||||||
1,185,900 | Abbott Laboratories | 46,131,510 | ||||||
238,000 | AbbVie, Inc. | 14,518,000 | ||||||
1,257,000 | Agilent Technologies, Inc. | 51,436,440 | ||||||
888,500 | Amgen, Inc. | 140,649,550 | ||||||
2,254,600 | AstraZeneca PLC – ADR | 65,293,216 | ||||||
329,400 | Biogen, Inc. (a) | 90,581,706 | ||||||
117,900 | Boston Scientific Corp. (a) | 2,584,368 | ||||||
2,674,000 | Eli Lilly & Co. | 201,967,220 | ||||||
266,735 | GlaxoSmithKline PLC – ADR | 11,445,599 | ||||||
421,600 | Johnson & Johnson | 47,252,928 | ||||||
569,600 | Medtronic PLC | 45,083,840 | ||||||
1,775,000 | Merck & Co., Inc. | 97,341,000 | ||||||
667,250 | Novartis AG – ADR | 50,690,982 | ||||||
1,060,391 | PerkinElmer, Inc. | 53,464,914 | ||||||
435,044 | Roche Holding AG – CHF | 109,974,117 | ||||||
344,000 | Sanofi – ADR | 14,138,400 | ||||||
436,000 | Thermo Fisher Scientific, Inc. | 62,893,000 | ||||||
|
| |||||||
1,105,446,790 | ||||||||
|
| |||||||
Industrials – 15.6% | ||||||||
1,200,000 | AECOM (a) | 38,988,000 | ||||||
1,388,500 | Airbus Group SE – EUR | 86,824,972 | ||||||
95,200 | Alaska Air Group, Inc. | 6,704,936 | ||||||
3,090,100 | American Airlines Group, Inc. | 107,195,569 | ||||||
186,800 | Boeing Co. (The) | 25,180,640 | ||||||
138,975 | C.H. Robinson Worldwide, Inc. | 9,863,056 | ||||||
267,000 | Caterpillar, Inc. | 20,751,240 | ||||||
320,000 | CSX Corp. | 8,726,400 | ||||||
228,000 | Curtiss-Wright Corp. | 17,460,240 | ||||||
803,919 | Deere & Co. | 67,617,627 | ||||||
911,900 | FedEx Corp. | 150,563,809 |
The accompanying notes are an integral part of these financial statements.
15
Schedule of Investments
PRIMECAP Odyssey Stock Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Industrials (continued) | ||||||||
161,950 | Honeywell International, Inc. | $ | 18,506,026 | |||||
566,400 | Jacobs Engineering Group, Inc. (a) | 25,250,112 | ||||||
199,761 | Matson, Inc. | 7,766,708 | ||||||
275,000 | Norfolk Southern Corp. | 24,780,250 | ||||||
190,000 | Pentair PLC | 11,035,200 | ||||||
107,000 | Republic Services, Inc. | 5,036,490 | ||||||
844,700 | Ritchie Bros. Auctioneers, Inc. | 24,234,443 | ||||||
53,400 | Rockwell Automation, Inc. | 6,059,298 | ||||||
157,600 | Safran S.A. – EUR | 10,858,325 | ||||||
3,480,500 | Southwest Airlines Co. | 155,265,105 | ||||||
100,000 | Tyco International PLC | 3,852,000 | ||||||
181,700 | United Parcel Service, Inc. – Class B | 19,091,219 | ||||||
56,000 | United Technologies Corp. | 5,844,720 | ||||||
|
| |||||||
857,456,385 | ||||||||
|
| |||||||
Information Technology – 27.4% | ||||||||
1,040,000 | Activision Blizzard, Inc. | 35,848,800 | ||||||
509,600 | Adobe Systems, Inc. (a) | 48,014,512 | ||||||
35,000 | Alphabet, Inc. – Class A (a) | 24,775,800 | ||||||
35,000 | Alphabet, Inc. – Class C (a) | 24,255,350 | ||||||
651,800 | Analog Devices, Inc. | 36,709,376 | ||||||
1,687,500 | Applied Materials, Inc. | 34,543,125 | ||||||
3,527,700 | Cisco Systems, Inc. | 96,976,473 | ||||||
750,000 | Corning, Inc. | 14,002,500 | ||||||
675,000 | Diebold, Inc. | 17,732,250 | ||||||
2,930,000 | eBay, Inc. (a) | 71,579,900 | ||||||
668,700 | EMC Corp. | 17,459,757 | ||||||
6,887,600 | Hewlett Packard Enterprise Co. | 114,747,416 | ||||||
7,654,800 | HP, Inc. | 93,924,396 | ||||||
1,474,600 | Intel Corp. | 44,650,888 | ||||||
2,381,800 | Keysight Technologies, Inc. (a) | 62,117,344 | ||||||
972,500 | KLA-Tencor Corp. | 68,016,650 | ||||||
8,801,300 | L.M. Ericsson Telephone Co. – ADR | 71,202,517 | ||||||
49,000 | MasterCard, Inc. – Class A | 4,752,510 | ||||||
1,923,100 | Microsoft Corp. | 95,904,997 | ||||||
4,218,500 | NetApp, Inc. | 99,725,340 | ||||||
1,534,924 | NeuStar, Inc. – Class A (a) | 36,055,365 | ||||||
558,000 | NVIDIA Corp. | 19,825,740 | ||||||
1,783,000 | PayPal Holdings, Inc. (a) | 69,857,940 | ||||||
872,505 | QUALCOMM, Inc. | 44,078,952 | ||||||
509,400 | SanDisk Corp. | 38,271,222 |
The accompanying notes are an integral part of these financial statements.
16
Schedule of Investments
PRIMECAP Odyssey Stock Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Information Technology (continued) | ||||||||
460,000 | Teradyne, Inc. | $ | 8,698,600 | |||||
1,647,800 | Texas Instruments, Inc. | 93,990,512 | ||||||
396,400 | Visa, Inc. – Class A | 30,617,936 | ||||||
2,295,000 | Yahoo!, Inc. (a) | 83,997,000 | ||||||
|
| |||||||
1,502,333,168 | ||||||||
|
| |||||||
Materials – 1.4% | ||||||||
187,400 | Celanese Corp. – Series A | 13,249,180 | ||||||
31,560 | Chemours Co. (The) | 287,827 | ||||||
445,000 | Dow Chemical Co. (The) | 23,411,450 | ||||||
157,800 | E.I. du Pont de Nemours & Co. | 10,400,598 | ||||||
65,000 | Greif, Inc. – Class A | 2,255,500 | ||||||
25,000 | Lyondellbasell Industries N.V. – Class A | 2,066,750 | ||||||
135,900 | Monsanto Co. | 12,731,112 | ||||||
86,900 | Potash Corp. of Saskatchewan, Inc. | 1,539,868 | ||||||
274,490 | Schweitzer-Mauduit International, Inc. | 9,439,711 | ||||||
20,000 | Sensient Technologies Corp. | 1,345,000 | ||||||
|
| |||||||
76,726,996 | ||||||||
|
| |||||||
Telecommunication Services – 0.2% | ||||||||
316,270 | AT&T, Inc. | 12,277,602 | ||||||
|
| |||||||
Utilities – 0.3% | ||||||||
372,379 | Public Service Enterprise Group, Inc. | 17,177,843 | ||||||
|
| |||||||
| TOTAL COMMON STOCKS | $ | 5,044,174,192 | |||||
|
| |||||||
SHORT-TERM INVESTMENTS – 8.7% | ||||||||
474,449,343 | Dreyfus Treasury Prime Cash Management Fund – 0.16% (c) | 474,449,343 | ||||||
|
| |||||||
| TOTAL SHORT-TERM INVESTMENTS | 474,449,343 | ||||||
|
| |||||||
| TOTAL INVESTMENTS | 5,518,623,535 | ||||||
| Liabilities in Excess of Other Assets – (0.7)% | (36,136,192 | ) | |||||
|
| |||||||
| TOTAL NET ASSETS – 100.0% | $ | 5,482,487,343 | |||||
|
|
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. |
(c) | Rate quoted is seven-day yield at period end. |
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.
17
Schedule of Investments April 30, 2016 (Unaudited) |
Shares | Value | |||||||
COMMON STOCKS – 95.9% | ||||||||
Consumer Discretionary – 13.4% | ||||||||
2,145,000 | Ascena Retail Group, Inc. (a) | $ | 18,897,450 | |||||
154,200 | Bed Bath & Beyond, Inc. | 7,281,324 | ||||||
2,244,300 | CarMax, Inc. (a) | 118,835,685 | ||||||
1,975,746 | Carnival Corp. | 96,910,341 | ||||||
2,850,000 | DreamWorks Animation SKG, Inc. – Class A (a) | 113,772,000 | ||||||
587,500 | Gildan Activewear, Inc. | 18,247,750 | ||||||
1,514,598 | L Brands, Inc. | 118,577,877 | ||||||
557,099 | Las Vegas Sands Corp. | 25,153,020 | ||||||
1,700,000 | Norwegian Cruise Line Holdings Ltd. (a) | 83,113,000 | ||||||
136,600 | Ross Stores, Inc. | 7,756,148 | ||||||
717,371 | Royal Caribbean Cruises Ltd. | 55,524,515 | ||||||
1,658,127 | Shutterfly, Inc. (a) | 76,240,680 | ||||||
3,900,000 | Sony Corp. – ADR | 93,990,000 | ||||||
126,000 | TJX Cos., Inc. | 9,553,320 | ||||||
|
| |||||||
843,853,110 | ||||||||
|
| |||||||
Consumer Staples – 0.4% | ||||||||
332,100 | Blue Buffalo Pet Products, Inc. (a) | 8,222,796 | ||||||
152,000 | CVS Health Corp. | 15,276,000 | ||||||
|
| |||||||
23,498,796 | ||||||||
|
| |||||||
Energy – 0.6% | ||||||||
80,000 | EOG Resources, Inc. | 6,609,600 | ||||||
70,000 | Frank’s International N.V. | 1,165,500 | ||||||
70,000 | National Oilwell Varco, Inc. | 2,522,800 | ||||||
70,000 | Range Resources Corp. | 3,087,700 | ||||||
104,300 | Schlumberger Ltd. | 8,379,462 | ||||||
575,000 | Southwestern Energy Co. (a) | 7,722,250 | ||||||
872,000 | Transocean Ltd. | 9,661,760 | ||||||
|
| |||||||
39,149,072 | ||||||||
|
| |||||||
Financials – 6.4% | ||||||||
3,595,223 | Charles Schwab Corp. (The) | 102,140,285 | ||||||
106,000 | CME Group, Inc. | 9,742,460 | ||||||
241,000 | Discover Financial Services | 13,561,070 | ||||||
4,596,000 | E*TRADE Financial Corp. (a) | 115,727,280 | ||||||
1,380,000 | JPMorgan Chase & Co. | 87,216,000 | ||||||
390,350 | Marsh & McLennan Cos., Inc. | 24,650,603 | ||||||
600,000 | Progressive Corp. (The) | 19,560,000 | ||||||
625,000 | Wells Fargo & Co. | 31,237,500 | ||||||
|
| |||||||
403,835,198 | ||||||||
|
| |||||||
Health Care – 31.1% | ||||||||
852,018 | Abbott Laboratories | 33,143,500 | ||||||
1,934,800 | ABIOMED, Inc. (a) | 187,946,472 |
The accompanying notes are an integral part of these financial statements.
18
Schedule of Investments
PRIMECAP Odyssey Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Health Care (continued) | ||||||||
3,731,600 | Accuray, Inc. (a) | $ | 20,001,376 | |||||
311,300 | Agilent Technologies, Inc. | 12,738,396 | ||||||
122,800 | Alkermes PLC | 4,881,300 | ||||||
1,369,100 | Amgen, Inc. | 216,728,530 | ||||||
831,500 | AstraZeneca PLC – ADR | 24,080,240 | ||||||
539,500 | Biogen, Inc. (a) | 148,357,105 | ||||||
376,200 | BioMarin Pharmaceutical, Inc. (a) | 31,856,616 | ||||||
1,058,800 | Boston Scientific Corp. (a) | 23,208,896 | ||||||
1,050,100 | Cepheid, Inc. (a) | 29,969,854 | ||||||
3,204,451 | Eli Lilly & Co. | 242,032,184 | ||||||
2,395,543 | Epizyme, Inc. (a) | 24,961,558 | ||||||
463,400 | Illumina, Inc. (a) | 62,554,366 | ||||||
6,741,054 | ImmunoGen, Inc. (a) (b) | 46,176,220 | ||||||
2,722,221 | Insulet Corp. (a) | 90,649,959 | ||||||
307,337 | Johnson & Johnson | 34,446,331 | ||||||
494,150 | Medtronic PLC | 39,111,973 | ||||||
700,000 | Merck & Co., Inc. | 38,388,000 | ||||||
578,000 | Momenta Pharmaceuticals, Inc. (a) | 5,496,780 | ||||||
5,888,356 | Nektar Therapeutics (a) | 92,329,422 | ||||||
516,750 | Novartis AG – ADR | 39,257,498 | ||||||
220,000 | NuVasive, Inc. (a) | 11,646,800 | ||||||
363,000 | OraSure Technologies, Inc. (a) | 2,606,340 | ||||||
322,000 | PerkinElmer, Inc. | 16,235,240 | ||||||
3,276,614 | QIAGEN N.V. (a) | 73,592,750 | ||||||
586,500 | Roche Holding AG – CHF | 148,260,450 | ||||||
5,701,862 | Seattle Genetics, Inc. (a) | 202,302,064 | ||||||
316,000 | Thermo Fisher Scientific, Inc. | 45,583,000 | ||||||
105,000 | Waters Corp. (a) | 13,666,800 | ||||||
|
| |||||||
1,962,210,020 | ||||||||
|
| |||||||
Industrials – 12.3% | ||||||||
1,325,000 | AECOM (a) | 43,049,250 | ||||||
737,700 | Airbus Group SE – EUR | 46,129,479 | ||||||
4,764,701 | American Airlines Group, Inc. | 165,287,478 | ||||||
430,100 | Avis Budget Group, Inc. (a) | 10,795,510 | ||||||
120,775 | C.H. Robinson Worldwide, Inc. | 8,571,402 | ||||||
138,000 | Caterpillar, Inc. | 10,725,360 | ||||||
146,000 | CIRCOR International, Inc. | 8,241,700 | ||||||
271,000 | Curtiss-Wright Corp. | 20,753,180 | ||||||
1,245,000 | Delta Air Lines, Inc. | 51,879,150 | ||||||
70,000 | Expeditors International of Washington, Inc. | 3,472,700 | ||||||
200,000 | FedEx Corp. | 33,022,000 | ||||||
179,000 | IDEX Corp. | 14,660,100 | ||||||
1,150,794 | Jacobs Engineering Group, Inc. (a) | 51,302,397 | ||||||
1,227,550 | JetBlue Airways Corp. (a) | 24,293,214 |
The accompanying notes are an integral part of these financial statements.
19
Schedule of Investments
PRIMECAP Odyssey Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Industrials (continued) | ||||||||
489,000 | Ritchie Bros. Auctioneers, Inc. | $ | 14,029,410 | |||||
2,997,700 | Southwest Airlines Co. | 133,727,397 | ||||||
1,790,900 | United Continental Holdings, Inc. (a) | 82,041,129 | ||||||
86,000 | United Parcel Service, Inc. – Class B | 9,036,020 | ||||||
747,139 | Virgin America, Inc. (a) | 41,608,171 | ||||||
|
| |||||||
772,625,047 | ||||||||
|
| |||||||
Information Technology – 30.9% | ||||||||
1,491,500 | Adobe Systems, Inc. (a) | 140,529,130 | ||||||
1,478,000 | Alibaba Group Holding Ltd. – ADR (a) | 113,717,320 | ||||||
116,067 | Alphabet, Inc. – Class A (a) | 82,161,508 | ||||||
115,530 | Alphabet, Inc. – Class C (a) | 80,063,445 | ||||||
137,000 | Analog Devices, Inc. | 7,715,840 | ||||||
51,700 | Applied Materials, Inc. | 1,058,299 | ||||||
272,517 | ASML Holding N.V. | 26,325,142 | ||||||
14,230,850 | BlackBerry Ltd. (a) | 100,469,801 | ||||||
1,515,900 | Cisco Systems, Inc. | 41,672,091 | ||||||
350,000 | Corning, Inc. | 6,534,500 | ||||||
1,320,100 | Cree, Inc. (a) | 32,355,651 | ||||||
109,300 | eBay, Inc. (a) | 2,670,199 | ||||||
250,000 | Electronic Arts, Inc. (a) | 15,462,500 | ||||||
767,000 | Ellie Mae, Inc. (a) | 64,121,200 | ||||||
1,718,700 | EMC Corp. | 44,875,257 | ||||||
84,000 | F5 Networks, Inc. (a) | 8,799,000 | ||||||
4,858,700 | Flextronics International Ltd. (a) | 59,033,205 | ||||||
664,118 | FormFactor, Inc. (a) | 5,113,709 | ||||||
2,936,700 | Hewlett Packard Enterprise Co. | 48,925,422 | ||||||
3,279,700 | HP, Inc. | 40,241,919 | ||||||
1,621,200 | Intel Corp. | 49,089,936 | ||||||
105,000 | Intuit, Inc. | 10,593,450 | ||||||
660,000 | Jabil Circuit, Inc. | 11,457,600 | ||||||
983,150 | Keysight Technologies, Inc. (a) | 25,640,552 | ||||||
746,000 | KLA-Tencor Corp. | 52,175,240 | ||||||
7,117,800 | L.M. Ericsson Telephone Co. – ADR | 57,583,002 | ||||||
5,083,800 | Micron Technology, Inc. (a) | 54,650,850 | ||||||
2,460,400 | Microsoft Corp. | 122,700,148 | ||||||
3,667,354 | NetApp, Inc. | 86,696,249 | ||||||
1,653,100 | NeuStar, Inc. – Class A (a) | 38,831,319 | ||||||
2,030,000 | Nuance Communications, Inc. (a) | 34,875,400 | ||||||
695,000 | NVIDIA Corp. | 24,693,350 | ||||||
34,300 | PayPal Holdings, Inc. (a) | 1,343,874 | ||||||
905,800 | QUALCOMM, Inc. | 45,761,016 | ||||||
160,000 | Rambus, Inc. (a) | 1,859,200 | ||||||
1,505,200 | SanDisk Corp. | 113,085,676 |
The accompanying notes are an integral part of these financial statements.
20
Schedule of Investments
PRIMECAP Odyssey Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Information Technology (continued) | ||||||||
1,945,300 | Stratasys Ltd. (a) | $ | 47,601,491 | |||||
1,802,895 | Texas Instruments, Inc. | 102,837,131 | ||||||
1,053,200 | Trimble Navigation Ltd. (a) | 25,224,140 | ||||||
1,050,000 | Visa, Inc. – Class A | 81,102,000 | ||||||
389,150 | VMware, Inc. – Class A (a) | 22,146,526 | ||||||
530,000 | Yahoo!, Inc. (a) | 19,398,000 | ||||||
|
| |||||||
1,951,191,288 | ||||||||
|
| |||||||
Materials – 0.8% | ||||||||
394,500 | Monsanto Co. | 36,956,760 | ||||||
100,000 | Praxair, Inc. | 11,746,000 | ||||||
|
| |||||||
48,702,760 | ||||||||
|
| |||||||
Telecommunication Services – 0.0% | ||||||||
66,725 | AT&T, Inc. | 2,590,264 | ||||||
|
| |||||||
| TOTAL COMMON STOCKS | $ | 6,047,655,555 | |||||
|
| |||||||
RIGHTS – 0.0% | ||||||||
Health Care – 0.0% | ||||||||
30,000 | Dyax Corp. Contingent Value Rights (a) (c) (d) | 33,300 | ||||||
|
| |||||||
| TOTAL RIGHTS | 33,300 | ||||||
|
| |||||||
SHORT-TERM INVESTMENTS – 4.5% | ||||||||
286,352,540 | Dreyfus Treasury Prime Cash Management Fund – 0.16% (e) | 286,352,540 | ||||||
|
| |||||||
| TOTAL SHORT-TERM INVESTMENTS | 286,352,540 | ||||||
|
| |||||||
| TOTAL INVESTMENTS | 6,334,041,395 | ||||||
| Liabilities in Excess of Other Assets – (0.4)% | (24,642,801 | ) | |||||
|
| |||||||
| TOTAL NET ASSETS – 100.0% | $ | 6,309,398,594 | |||||
|
|
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. |
(c) | Illiquid security |
(d) | Fair-valued security |
(e) | Rate quoted is seven-day yield at period end. |
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.
21
Schedule of Investments PRIMECAP Odyssey Aggressive Growth Fund April 30, 2016 (Unaudited) |
Shares | Value | |||||||
COMMON STOCKS – 96.1% | ||||||||
Consumer Discretionary – 17.2% | ||||||||
8,000 | Aaron’s, Inc. | $ | 209,680 | |||||
2,256,600 | Ascena Retail Group, Inc. (a) | 19,880,646 | ||||||
1,771,489 | Boot Barn Holdings, Inc. (a) (b) | 14,526,210 | ||||||
2,073,000 | CarMax, Inc. (a) | 109,765,350 | ||||||
8,618,500 | Chegg, Inc. (a) (b) | 39,127,990 | ||||||
5,706,700 | DreamWorks Animation SKG, Inc. – Class A (a) (b) | 227,811,464 | ||||||
20,300 | Francesca’s Holdings, Corp. (a) | 336,980 | ||||||
313,500 | Gildan Activewear, Inc. | 9,737,310 | ||||||
232,500 | IMAX Corp. (a) | 7,440,000 | ||||||
1,020,000 | Lions Gate Entertainment Corp. | 22,644,000 | ||||||
300,000 | Norwegian Cruise Line Holdings, Ltd. (a) | 14,667,000 | ||||||
35,900 | Ollie’s Bargain Outlet Holdings, Inc. (a) | 949,555 | ||||||
1,598,201 | Royal Caribbean Cruises Ltd. | 123,700,757 | ||||||
3,043,600 | Shutterfly, Inc. (a) (b) | 139,944,728 | ||||||
7,605,000 | Sony Corp. – ADR | 183,280,500 | ||||||
251,990 | Tesla Motors, Inc. (a) | 60,669,113 | ||||||
2,049,500 | Tribune Media Co. – Class A | 79,008,225 | ||||||
1,395,251 | Tribune Publishing Co. | 15,808,194 | ||||||
3,085,000 | Tuesday Morning Corp. (a) (b) | 26,777,800 | ||||||
|
| |||||||
1,096,285,502 | ||||||||
|
| |||||||
Consumer Staples – 0.0% | ||||||||
12,000 | Post Holdings, Inc. (a) | 862,080 | ||||||
|
| |||||||
Energy – 0.5% | ||||||||
545,400 | Cabot Oil & Gas Corp. | 12,762,360 | ||||||
40,000 | EOG Resources, Inc. | 3,304,800 | ||||||
85,800 | National Oilwell Varco, Inc. | 3,092,232 | ||||||
7,000 | Range Resources Corp. | 308,770 | ||||||
2,700,000 | Rex Energy Corp. (a) | 2,727,000 | ||||||
3,866 | Schlumberger Ltd. | 310,594 | ||||||
1,100,382 | Transocean Ltd. | 12,192,233 | ||||||
|
| |||||||
34,697,989 | ||||||||
|
| |||||||
Financials – 3.0% | ||||||||
243,600 | CME Group, Inc. | 22,389,276 | ||||||
199,900 | Discover Financial Services | 11,248,373 | ||||||
1,590,000 | E*TRADE Financial Corp. (a) | 40,036,200 | ||||||
905,820 | MarketAxess Holdings, Inc. | 111,198,463 | ||||||
107,000 | Progressive Corp. (The) | 3,488,200 | ||||||
|
| |||||||
188,360,512 | ||||||||
|
|
The accompanying notes are an integral part of these financial statements.
22
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Health Care – 27.6% | ||||||||
2,145,000 | Abaxis, Inc. (b) | $ | 97,211,400 | |||||
1,503,300 | Abbott Laboratories | 58,478,370 | ||||||
2,542,173 | ABIOMED, Inc. (a) (b) | 246,946,685 | ||||||
3,630,900 | Accuray, Inc. (a) | 19,461,624 | ||||||
1,013,528 | Alkermes PLC (a) | 40,287,738 | ||||||
3,850,000 | Arbutus Biopharma Corp. (a) (b) | 19,057,500 | ||||||
385,000 | Avalanche Biotechnologies, Inc. (a) | 2,171,400 | ||||||
346,400 | Axovant Sciences Ltd. (a) | 4,503,200 | ||||||
292,000 | Biogen, Inc. (a) | 80,297,080 | ||||||
606,500 | BioMarin Pharmaceutical, Inc. (a) | 51,358,420 | ||||||
99,000 | Boston Scientific Corp. (a) | 2,170,080 | ||||||
531,550 | Cardica, Inc. (a) (b) | 1,807,270 | ||||||
1,029,700 | Cepheid, Inc. (a) | 29,387,638 | ||||||
7,800,000 | Cerus Corp. (a) (b) | 48,828,000 | ||||||
461,660 | Charles River Laboratories International, Inc. (a) | 36,595,788 | ||||||
1,106,500 | Eli Lilly & Co. | 83,573,945 | ||||||
3,541,784 | Epizyme, Inc. (a) (b) | 36,905,389 | ||||||
3,775,000 | Exact Sciences Corp. (a) | 26,500,500 | ||||||
419,800 | Flex Pharma, Inc. (a) | 4,601,008 | ||||||
2,871,132 | Fluidigm Corp. (a) (b) | 27,505,445 | ||||||
113,000 | Illumina, Inc. (a) | 15,253,870 | ||||||
3,857,750 | ImmunoGen, Inc. (a) | 26,425,588 | ||||||
2,068,956 | Insulet Corp. (a) | 68,896,235 | ||||||
1,791,583 | Momenta Pharmaceuticals, Inc. (a) | 17,037,954 | ||||||
11,812,330 | Nektar Therapeutics (a) (b) | 185,217,334 | ||||||
5,285,582 | Novadaq Technologies, Inc. (a) (b) | 59,198,518 | ||||||
505,000 | NuVasive, Inc. (a) | 26,734,700 | ||||||
164,100 | OncoMed Pharmaceuticals, Inc. (a) | 2,034,840 | ||||||
1,617,100 | OraSure Technologies, Inc. (a) | 11,610,778 | ||||||
23,300 | Penumbra, Inc. (a) | 1,269,850 | ||||||
2,329,000 | Pfenex, Inc. (a) (b) | 19,004,640 | ||||||
5,166,114 | QIAGEN N.V. (a) | 116,030,921 | ||||||
426,400 | Roche Holding AG – CHF | 107,789,013 | ||||||
3,939,900 | Seattle Genetics, Inc. (a) | 139,787,652 | ||||||
3,455,883 | Xencor, Inc. (a) (b) | 42,334,567 | ||||||
74,000 | XenoPort, Inc. (a) | 325,600 | ||||||
|
| |||||||
1,756,600,540 | ||||||||
|
| |||||||
Industrials – 13.6% | ||||||||
515,000 | AECOM (a) | 16,732,350 | ||||||
769,000 | Alaska Air Group, Inc. | 54,160,670 |
The accompanying notes are an integral part of these financial statements.
23
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Industrials (continued) | ||||||||
3,500 | Allegiant Travel Co. | $ | 561,995 | |||||
4,600,400 | American Airlines Group, Inc. | 159,587,876 | ||||||
196,000 | CIRCOR International, Inc. | 11,064,200 | ||||||
21,000 | Controladora Vuela Compania de Aviacion, | 438,480 | ||||||
171,400 | Curtiss-Wright Corp. | 13,125,812 | ||||||
3,559,900 | Delta Air Lines, Inc. | 148,341,033 | ||||||
57,700 | Esterline Technologies Corp. (a) | 3,961,682 | ||||||
604,500 | Hawaiian Holdings, Inc. (a) | 25,431,315 | ||||||
774,500 | Hertz Global Holdings, Inc. (a) | 7,171,870 | ||||||
967,600 | Jacobs Engineering Group, Inc. (a) | 43,135,608 | ||||||
6,630,925 | JetBlue Airways Corp. (a) | 131,226,006 | ||||||
540,000 | NCI Building Systems, Inc. (a) | 7,959,600 | ||||||
800,000 | NN, Inc. | 12,032,000 | ||||||
575,372 | Ritchie Bros. Auctioneers, Inc. | 16,507,422 | ||||||
909,000 | Southwest Airlines Co. | 40,550,490 | ||||||
477,500 | Spirit Airlines, Inc. (a) | 20,976,575 | ||||||
400 | TransDigm Group, Inc. (a) | 91,148 | ||||||
3,236,500 | United Continental Holdings, Inc. (a) | 148,264,065 | ||||||
|
| |||||||
861,320,197 | ||||||||
|
| |||||||
Information Technology – 32.2% | ||||||||
35,000 | A10 Networks, Inc. (a) | 208,950 | ||||||
1,062,100 | Adobe Systems, Inc. (a) | 100,071,062 | ||||||
906,200 | Alibaba Group Holding Ltd. – ADR (a) | 69,723,028 | ||||||
103,370 | Alphabet, Inc. – Class A (a) | 73,173,556 | ||||||
103,653 | Alphabet, Inc. – Class C (a) | 71,832,566 | ||||||
15,000 | Applied Materials, Inc. | 307,050 | ||||||
54,300 | Arista Networks, Inc. (a) | 3,617,466 | ||||||
150,000 | ASML Holding N.V. | 14,490,000 | ||||||
11,570,000 | Axcelis Technologies, Inc. (a) (b) | 33,090,200 | ||||||
735,000 | Barracuda Networks, Inc. (a) | 12,950,700 | ||||||
22,668,918 | BlackBerry Ltd. (a) | 160,042,561 | ||||||
3,273,660 | comScore, Inc. (a) (b) | 100,239,469 | ||||||
693,000 | Cray, Inc. (a) | 26,243,910 | ||||||
1,675,300 | Cree, Inc. (a) | 41,061,603 | ||||||
292,000 | Digimarc Corp. | 8,716,200 | ||||||
88,900 | eBay, Inc. (a) | 2,171,827 | ||||||
135,000 | Electronic Arts, Inc. (a) | 8,349,750 | ||||||
2,676,200 | Ellie Mae, Inc. (a) (b) | 223,730,320 |
The accompanying notes are an integral part of these financial statements.
24
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Information Technology (continued) | ||||||||
1,780,000 | EMC Corp. | $ | 46,475,800 | |||||
300,000 | F5 Networks, Inc. (a) | 31,425,000 | ||||||
1,519,322 | FARO Technologies, Inc. (a) (b) | 44,121,111 | ||||||
350,900 | FEI Co. | 31,237,118 | ||||||
300 | FireEye, Inc. (a) | 5,205 | ||||||
7,764,900 | Flextronics International Ltd. (a) | 94,343,535 | ||||||
1,530,100 | FormFactor, Inc. (a) | 11,781,770 | ||||||
3,000,915 | Guidance Software, Inc. (a) (b) | 15,304,666 | ||||||
378,000 | Hewlett Packard Enterprise Co. | 6,297,480 | ||||||
445,000 | HP, Inc. | 5,460,150 | ||||||
500,000 | HubSpot, Inc. (a) | 22,145,000 | ||||||
224,500 | Intuit, Inc. | 22,649,805 | ||||||
760,000 | Jabil Circuit, Inc. | 13,193,600 | ||||||
215,000 | Keysight Technologies, Inc. (a) | 5,607,200 | ||||||
725,400 | KLA-Tencor Corp. | 50,734,476 | ||||||
594 | Knowles Corp. (a) | 7,942 | ||||||
6,642,400 | Micron Technology, Inc. (a) | 71,405,800 | ||||||
31,019 | Mobileye N.V. (a) | 1,183,375 | ||||||
2,182,492 | NetApp, Inc. | 51,594,111 | ||||||
1,414,086 | NeuStar, Inc. – Class A (a) | 33,216,880 | ||||||
302,000 | Nimble Storage, Inc. (a) | 2,228,760 | ||||||
2,972,406 | Nuance Communications, Inc. (a) | 51,065,935 | ||||||
2,722,455 | NVIDIA Corp. | 96,728,826 | ||||||
119,000 | OSI Systems, Inc. (a) | 6,055,910 | ||||||
16,900 | PayPal Holdings, Inc. (a) | 662,142 | ||||||
676,300 | QUALCOMM, Inc. | 34,166,676 | ||||||
172,200 | Rambus, Inc. (a) | 2,000,964 | ||||||
4,042,100 | Rubicon Project, Inc. (The) (a) (b) | 78,295,477 | ||||||
2,989,732 | Ruckus Wireless, Inc. (a) | 41,078,918 | ||||||
1,090,800 | SanDisk Corp. | 81,951,804 | ||||||
8,546,150 | ServiceSource International, Inc. (a) (b) | 34,440,984 | ||||||
200,000 | SMART Technologies, Inc. – Class A (a) | 88,000 | ||||||
1,699,500 | Stratasys Ltd. (a) | 41,586,765 | ||||||
822,000 | Trimble Navigation Ltd. (a) | 19,686,900 | ||||||
11,400 | Twitter, Inc. (a) | 166,668 | ||||||
455,000 | Universal Display Corp. (a) | 26,531,050 | ||||||
300,000 | VMware, Inc. – Class A (a) | 17,073,000 | ||||||
79,580 | Yahoo!, Inc. (a) | 2,912,628 | ||||||
|
| |||||||
2,044,931,649 | ||||||||
|
|
The accompanying notes are an integral part of these financial statements.
25
Schedule of Investments
PRIMECAP Odyssey Aggressive Growth Fund
April 30, 2016 (Unaudited) – continued
Shares | Value | |||||||
Materials – 0.8% | ||||||||
2,325,000 | Marrone Bio Innovations, Inc. (a) (b) | $ | 1,953,000 | |||||
284,300 | Monsanto Co. | 26,633,224 | ||||||
94,100 | Potash Corp. of Saskatchewan, Inc. | 1,667,452 | ||||||
7,697,813 | Solazyme, Inc. (a) (b) | 18,012,882 | ||||||
|
| |||||||
48,266,558 | ||||||||
|
| |||||||
Telecom Services – 1.2% | ||||||||
232 | AT&T, Inc. | 9,006 | ||||||
22,930,000 | Sprint Corp. (a) | 78,649,900 | ||||||
|
| |||||||
78,658,906 | ||||||||
|
| |||||||
| TOTAL COMMON STOCKS | $ | 6,109,983,933 | |||||
|
| |||||||
RIGHTS – 0.1% | ||||||||
Health Care – 0.1% | ||||||||
7,639,720 | Dyax Corp. Contingent Value Rights (a) (c) (d) | 8,480,089 | ||||||
|
| |||||||
| TOTAL RIGHTS | 8,480,089 | ||||||
|
| |||||||
SHORT-TERM INVESTMENTS – 4.7% | ||||||||
296,833,073 | Dreyfus Treasury Prime Cash Management Fund – 0.16% (e) | 296,833,073 | ||||||
|
| |||||||
| TOTAL SHORT-TERM INVESTMENTS | 296,833,073 | ||||||
|
| |||||||
| TOTAL INVESTMENTS | 6,415,297,095 | ||||||
| Liabilities in Excess of Other Assets – (0.9)% | (56,142,517 | ) | |||||
|
| |||||||
| TOTAL NET ASSETS – 100.0% | $ | 6,359,154,578 | |||||
|
|
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. |
(c) | Illiquid security |
(d) | Fair-valued security |
(e) | Rate quoted is seven-day yield at period end. |
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.
26
Statements of Assets and Liabilities PRIMECAP Odyssey Funds April 30, 2016 (Unaudited) |
PRIMECAP Odyssey Stock Fund | PRIMECAP Odyssey Growth Fund | PRIMECAP Odyssey Aggressive Growth Fund | ||||||||||
ASSETS | ||||||||||||
Investments, at cost | $ | 4,642,996,032 | $ | 4,779,851,756 | $ | 5,046,019,351 | ||||||
|
|
|
|
|
| |||||||
Investments, at value (unaffiliated) | $ | 5,498,041,457 | $ | 6,287,865,175 | $ | 4,633,904,046 | ||||||
Investments, at value (affiliated) | 20,582,078 | 46,176,220 | 1,781,393,049 | |||||||||
Cash | 504,471 | — | 10,347 | |||||||||
Receivable for investment sold | 2,682,963 | 7,058,787 | 5,660,546 | |||||||||
Receivable for dividends and interest | 7,244,742 | 5,575,078 | 2,640,749 | |||||||||
Receivable for fund shares sold | 9,214,299 | 6,045,453 | 4,477,276 | |||||||||
Prepaid expenses and other assets | 57,895 | 450,404 | 34,917 | |||||||||
|
|
|
|
|
| |||||||
Total assets | 5,538,327,905 | 6,353,171,117 | 6,428,120,930 | |||||||||
|
|
|
|
|
| |||||||
LIABILITIES | ||||||||||||
Payable for investments purchased | 42,042,078 | 30,425,136 | 53,362,251 | |||||||||
Payable for fund shares repurchased | 5,707,532 | 3,636,721 | 6,164,857 | |||||||||
Payable to the advisor (Note 6) | 7,243,476 | 8,442,576 | 8,368,442 | |||||||||
Other accrued expenses and liabilities | 847,476 | 1,268,090 | 1,070,802 | |||||||||
|
|
|
|
|
| |||||||
Total liabilities | 55,840,562 | 43,772,523 | 68,966,352 | |||||||||
|
|
|
|
|
| |||||||
NET ASSETS | $ | 5,482,487,343 | $ | 6,309,398,594 | $ | 6,359,154,578 | ||||||
|
|
|
|
|
| |||||||
Number of shares issued and outstanding (unlimited shares authorized, $0.01 par value) | 234,005,384 | 243,750,348 | 205,390,942 | |||||||||
|
|
|
|
|
| |||||||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE | $ | 23.43 | $ | 25.88 | $ | 30.96 | ||||||
|
|
|
|
|
| |||||||
COMPONENTS OF NET ASSETS | ||||||||||||
Paid-in capital | $ | 4,512,406,373 | $ | 4,670,856,961 | $ | 4,658,026,450 | ||||||
Undistributed net investment income | 27,209,814 | 15,733,806 | — | |||||||||
Accumulated net realized gain | 67,260,528 | 68,654,099 | 331,876,492 | |||||||||
Net unrealized appreciation | 875,610,628 | 1,554,153,728 | 1,369,251,636 | |||||||||
|
|
|
|
|
| |||||||
Net assets | $ | 5,482,487,343 | $ | 6,309,398,594 | $ | 6,359,154,578 | ||||||
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
27
PRIMECAP Odyssey Funds For the Six Months Ended April 30, 2016 (Unaudited) |
PRIMECAP Odyssey Stock Fund | PRIMECAP Odyssey Growth Fund | PRIMECAP Odyssey Aggressive Growth Fund | ||||||||||
INVESTMENT INCOME | ||||||||||||
Income | ||||||||||||
Dividends(1)(2) | $ | 54,712,222 | $ | 39,671,048 | $ | 16,195,360 | ||||||
Interest income | 212,654 | 177,475 | 133,458 | |||||||||
|
|
|
|
|
| |||||||
Total income | 54,924,876 | 39,848,523 | 16,328,818 | |||||||||
|
|
|
|
|
| |||||||
Expenses | ||||||||||||
Advisory fees | 14,318,682 | 17,215,862 | 17,321,225 | |||||||||
Shareholder servicing | 1,835,951 | 2,123,940 | 1,638,726 | |||||||||
Custody | 130,878 | 147,483 | 130,535 | |||||||||
Trustee fees | 45,285 | 45,224 | 45,224 | |||||||||
Other | 736,593 | 798,233 | 694,159 | |||||||||
|
|
|
|
|
| |||||||
Total expenses | 17,067,389 | 20,330,742 | 19,829,869 | |||||||||
|
|
|
|
|
| |||||||
Net investment income (loss) | 37,857,487 | 19,517,781 | (3,501,051 | ) | ||||||||
|
|
|
|
|
| |||||||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY | ||||||||||||
Net realized gain (loss) on: | ||||||||||||
Investments(3) | 70,555,501 | 72,637,906 | 344,169,143 | |||||||||
Foreign currency transactions | (60,878 | ) | (3,503 | ) | (2,547 | ) | ||||||
Change in unrealized appreciation/depreciation on: | ||||||||||||
Investments | (212,611,046 | ) | (302,467,849 | ) | (411,159,478 | ) | ||||||
Foreign currency translations | 121,809 | 94,140 | 68,442 | |||||||||
|
|
|
|
|
| |||||||
Net realized and unrealized gain (loss) | (141,994,614 | ) | (229,739,306 | ) | (66,924,440 | ) | ||||||
|
|
|
|
|
| |||||||
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (104,137,127 | ) | $ | (210,221,525 | ) | (70,425,491 | ) | ||||
|
|
|
|
|
|
(1) | Net of foreign taxes withheld of $1,483,119, $1,451,905, and $561,965, respectively. |
(2) | Includes dividend income from affiliates of $317,905, $0, and $745,646, respectively. |
(3) | Includes net realized gains on sales of affiliated companies of $0, $7,326,938, and $330,232,299, respectively. |
The accompanying notes are an integral part of these financial statements.
28
Six Months Ended April 30, 2016(1) | Year Ended October 31, 2015 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment income | $ | 37,857,487 | $ | 59,695,178 | ||||
Net realized gain (loss) on: | ||||||||
Investments | 70,555,501 | 51,744,429 | ||||||
Foreign currency transactions | (60,878 | ) | (71,444 | ) | ||||
Change in unrealized appreciation/depreciation on: | ||||||||
Investments | (212,611,046 | ) | 155,442,989 | |||||
Foreign currency translations | 121,809 | (59,275 | ) | |||||
|
|
|
| |||||
Net increase (decrease) in net assets resulting from operations | (104,137,127 | ) | 266,751,877 | |||||
|
|
|
| |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM: | ||||||||
Net investment income | (51,498,747 | ) | (48,367,226 | ) | ||||
Net realized gain on investments | (44,633,628 | ) | (55,247,855 | ) | ||||
|
|
|
| |||||
Net decrease in net assets resulting from distributions paid | (96,132,375 | ) | (103,615,081 | ) | ||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 1,136,107,547 | 2,004,472,389 | ||||||
Proceeds from reinvestment of distributions | 64,637,312 | 64,917,038 | ||||||
Cost of shares repurchased | (644,000,767 | ) | (639,033,439 | ) | ||||
|
|
|
| |||||
Net increase from capital share transactions | 556,744,092 | 1,430,355,988 | ||||||
|
|
|
| |||||
Total increase in net assets | 356,474,590 | 1,593,492,784 | ||||||
|
|
|
| |||||
NET ASSETS | ||||||||
Beginning of period | 5,126,012,753 | 3,532,519,969 | ||||||
|
|
|
| |||||
End of period (includes undistributed net investment income of $27,209,814 and $40,851,074, respectively | $ | 5,482,487,343 | $ | 5,126,012,753 | ||||
|
|
|
| |||||
CHANGE IN CAPITAL SHARES | ||||||||
Shares outstanding, beginning of period | 209,619,621 | 149,772,161 | ||||||
|
|
|
| |||||
Shares sold | 49,709,077 | 83,731,435 | ||||||
Shares issued on reinvestment of distributions | 2,701,100 | 2,822,480 | ||||||
Shares repurchased | (28,024,414 | ) | (26,706,455 | ) | ||||
|
|
|
| |||||
Increase in capital shares | 24,385,763 | 59,847,460 | ||||||
|
|
|
| |||||
Shares outstanding, end of period | 234,005,384 | 209,619,621 | ||||||
|
|
|
|
(1) | Unaudited |
The accompanying notes are an integral part of these financial statements.
29
Statements of Changes in Net Assets |
Six Months Ended April 30, 2016(1) | Year Ended October 31, 2015 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment income | $ | 19,517,781 | $ | 30,005,329 | ||||
Net realized gain (loss) on: | ||||||||
Investments | 72,637,906 | 66,044,493 | ||||||
Foreign currency transactions | (3,503 | ) | (138,322 | ) | ||||
Change in unrealized appreciation/depreciation on: | ||||||||
Investments | (302,467,849 | ) | 245,975,541 | |||||
Foreign currency translations | 94,140 | 1,335 | ||||||
|
|
|
| |||||
Net increase (decrease) in net assets resulting from operations | (210,221,525 | ) | 341,888,376 | |||||
|
|
|
| |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM: | ||||||||
Net investment income | (23,063,615 | ) | (30,191,718 | ) | ||||
Net realized gain on investments | (59,508,055 | ) | (118,727,114 | ) | ||||
|
|
|
| |||||
Net decrease in net assets resulting from distributions paid | (82,571,670 | ) | (148,918,832 | ) | ||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 1,087,930,261 | 2,075,669,127 | ||||||
Proceeds from reinvestment of distributions | 78,015,380 | 139,731,443 | ||||||
Cost of shares repurchased | (818,722,050 | ) | (850,015,666 | ) | ||||
Other capital contributions | 403,379 | — | ||||||
|
|
|
| |||||
Net increase from capital share transactions | 347,626,970 | 1,365,384,904 | ||||||
|
|
|
| |||||
Total increase in net assets | 54,833,775 | 1,558,354,448 | ||||||
|
|
|
| |||||
NET ASSETS | ||||||||
Beginning of period | 6,254,564,819 | 4,696,210,371 | ||||||
|
|
|
| |||||
End of period (includes undistributed net investment income of $15,733,806 and $19,279,640, respectively | $ | 6,309,398,594 | $ | 6,254,564,819 | ||||
|
|
|
| |||||
CHANGE IN CAPITAL SHARES | ||||||||
Shares outstanding, beginning of period | 230,904,817 | 179,647,788 | ||||||
|
|
|
| |||||
Shares sold | 42,089,993 | 77,643,893 | ||||||
Shares issued on reinvestment of distributions | 2,842,090 | 5,542,699 | ||||||
Shares repurchased | (32,086,552 | ) | (31,929,563 | ) | ||||
|
|
|
| |||||
Increase in capital shares | 12,845,531 | 51,257,029 | ||||||
|
|
|
| |||||
Shares outstanding, end of period | 243,750,348 | 230,904,817 | ||||||
|
|
|
|
(1) | Unaudited |
The accompanying notes are an integral part of these financial statements.
30
Statements of Changes in Net Assets |
Six Months Ended April 30, 2016(1) | Year Ended October 31, 2015 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment income (loss) | $ | (3,501,051 | ) | $ | 11,214,252 | |||
Net realized gain (loss) on: | ||||||||
Investments | 344,169,143 | 425,573,920 | ||||||
Foreign currency transactions | (2,547 | ) | (103,874 | ) | ||||
Change in unrealized appreciation/depreciation on: | ||||||||
Investments | (411,159,478 | ) | (136,132,060 | ) | ||||
Foreign currency translations | 68,442 | (3,239 | ) | |||||
|
|
|
| |||||
Net increase (decrease) in net assets resulting from operations | (70,425,491 | ) | 300,548,999 | |||||
|
|
|
| |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM: | ||||||||
Net investment income | (503,546 | ) | (10,605,768 | ) | ||||
Net realized gain on investments | (397,233,546 | ) | (273,260,143 | ) | ||||
|
|
|
| |||||
Net decrease in net assets resulting from distributions paid | (397,737,092 | ) | (283,865,911 | ) | ||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Proceeds from shares sold | 648,583,656 | 1,305,237,495 | ||||||
Proceeds from reinvestment of distributions | 373,382,723 | 266,806,818 | ||||||
Cost of shares repurchased | (697,443,995 | ) | (1,048,464,115 | ) | ||||
|
|
|
| |||||
Net increase from capital share transactions | 324,522,384 | 523,580,198 | ||||||
|
|
|
| |||||
Total increase (decrease) in net assets | (143,640,199 | ) | 540,263,286 | |||||
|
|
|
| |||||
NET ASSETS | ||||||||
Beginning of period | 6,502,794,777 | 5,962,531,491 | ||||||
|
|
|
| |||||
End of period (includes undistributed net investment income of $0 and $503,498, respectively | $ | 6,359,154,578 | $ | 6,502,794,777 | ||||
|
|
|
| |||||
CHANGE IN CAPITAL SHARES | ||||||||
Shares outstanding, beginning of period | 195,429,065 | 179,545,427 | ||||||
|
|
|
| |||||
Shares sold | 21,149,534 | 38,356,506 | ||||||
Shares issued on reinvestment of distributions | 11,541,970 | 8,581,757 | ||||||
Shares repurchased | (22,729,627 | ) | (31,054,625 | ) | ||||
|
|
|
| |||||
Increase in capital shares | 9,961,877 | 15,883,638 | ||||||
|
|
|
| |||||
Shares outstanding, end of period | 205,390,942 | 195,429,065 | ||||||
|
|
|
|
(1) | Unaudited |
The accompanying notes are an integral part of these financial statements.
31
For a capital share outstanding throughout each period. |
Six Months Ended Apr. 30, 2016(1) | Year Ended Oct. 31, 2015 | Year Ended Oct. 31, 2014 | Year Ended Oct. 31, 2013 | Year Ended Oct. 31, 2012 | Year Ended Oct. 31, 2011 | |||||||||||||||||||
Net asset value, beginning of the period | $ | 24.45 | $ | 23.59 | $ | 20.56 | $ | 15.75 | $ | 14.32 | $ | 13.48 | ||||||||||||
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|
|
|
|
|
|
|
|
|
| |||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income | 0.16 | 0.31 | 0.25 | 0.27 | 0.21 | 0.16 | ||||||||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency | (0.73 | ) | 1.21 | 3.09 | 4.79 | 1.40 | 0.79 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total from investment operations | (0.57 | ) | 1.52 | 3.34 | 5.06 | 1.61 | 0.95 | |||||||||||||||||
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|
|
|
|
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|
| |||||||||||||
Less: | ||||||||||||||||||||||||
Dividends from net investment income | (0.24 | ) | (0.31 | ) | (0.24 | ) | (0.25 | ) | (0.18 | ) | (0.11 | ) | ||||||||||||
Distributions from net realized gain | (0.21 | ) | (0.35 | ) | (0.07 | ) | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total distributions | (0.45 | ) | (0.66 | ) | (0.31 | ) | (0.25 | ) | (0.18 | ) | (0.11 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 23.43 | $ | 24.45 | $ | 23.59 | $ | 20.56 | $ | 15.75 | $ | 14.32 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total return | (2.36 | %)(2) | 6.64 | % | 16.45 | % | 32.55 | % | 11.39 | % | 7.05 | % | ||||||||||||
Ratios/supplemental data: | ||||||||||||||||||||||||
Net assets, end of period (millions) | $ | 5,482.5 | $ | 5,126.0 | $ | 3,532.5 | $ | 2,134.7 | $ | 1,522.2 | $ | 904.3 | ||||||||||||
Ratio of expenses to average net assets | 0.66 | %(3) | 0.65 | % | 0.62 | % | 0.63 | % | 0.66 | % | 0.66 | % | ||||||||||||
Ratio of net investment income to average net assets | 1.45 | %(3) | 1.38 | % | 1.34 | % | 1.65 | % | 1.57 | % | 1.25 | % | ||||||||||||
Portfolio turnover rate | 5 | %(2) | 7 | % | 8 | % | 15 | % | 11 | % | 24 | % |
(1) | Unaudited |
(2) | Not annualized |
(3) | Annualized |
The accompanying notes are an integral part of these financial statements.
32
Financial Highlights For a capital share outstanding throughout each period. |
Six Months Ended Apr. 30, 2016(1) | Year Ended Oct. 31, 2015 | Year Ended Oct. 31, 2014 | Year Ended Oct. 31, 2013 | Year Ended Oct. 31, 2012 | Year Ended Oct. 31, 2011 | |||||||||||||||||||
Net asset value, beginning of the period | $ | 27.09 | $ | 26.14 | $ | 23.09 | $ | 16.83 | $ | 15.44 | $ | 14.70 | ||||||||||||
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|
|
|
|
|
|
| |||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income | 0.08 | 0.14 | 0.13 | 0.10 | 0.09 | 0.04 | ||||||||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency | (0.94 | ) | 1.62 | 3.45 | 6.26 | 1.42 | 0.71 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total from investment operations | (0.86 | ) | 1.76 | 3.58 | 6.36 | 1.51 | 0.75 | |||||||||||||||||
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|
|
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|
|
|
|
|
|
| |||||||||||||
Less: | ||||||||||||||||||||||||
Dividend from investment income | (0.10 | ) | (0.16 | ) | (0.08 | ) | (0.10 | ) | (0.06 | ) | (0.01 | ) | ||||||||||||
Distributions from net realized gain | (0.25 | ) | (0.65 | ) | (0.45 | ) | — | (0.06 | ) | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total distributions | (0.35 | ) | (0.81 | ) | (0.53 | ) | (0.10 | ) | (0.12 | ) | (0.01 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 25.88 | $ | 27.09 | $ | 26.14 | $ | 23.09 | $ | 16.83 | $ | 15.44 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total return | (3.24 | %)(2) | 6.96 | % | 15.82 | % | 38.02 | % | 9.86 | % | 5.13 | % | ||||||||||||
Ratios/supplemental data: | ||||||||||||||||||||||||
Net assets, end of period (millions) | $ | 6,309.4 | $ | 6,254.6 | $ | 4,696.2 | $ | 3,661.2 | $ | 2,201.9 | $ | 1,821.9 | ||||||||||||
Ratio of expenses to average net assets | 0.65 | %(3) | 0.64 | % | 0.63 | % | 0.65 | % | 0.67 | % | 0.66 | % | ||||||||||||
Ratio of net investment income to average net assets | 0.62 | %(3) | 0.53 | % | 0.54 | % | 0.51 | % | 0.55 | % | 0.26 | % | ||||||||||||
Portfolio turnover rate | 3 | %(2) | 5 | % | 10 | % | 10 | % | 12 | % | 13 | % |
(1) | Unaudited |
(2) | Not annualized |
(3) | Annualized |
The accompanying notes are an integral part of these financial statements.
33
Financial Highlights PRIMECAP Odyssey Aggressive Growth Fund For a capital share outstanding throughout each period. |
Six Months Ended Apr. 30, 2016(1) | Year Ended Oct. 31, 2015 | Year Ended Oct. 31, 2014 | Year Ended Oct. 31, 2013 | Year Ended Oct. 31, 2012 | Year Ended Oct. 31, 2011 | |||||||||||||||||||
Net asset value, beginning of the period | $ | 33.27 | $ | 33.21 | $ | 28.71 | $ | 18.86 | $ | 16.99 | $ | 16.17 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income (loss) | (0.02 | ) | 0.06 | (0.03 | ) | (0.04 | ) | (0.05 | ) | (0.05 | ) | |||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency | (0.26 | ) | 1.54 | 5.04 | 9.89 | 2.24 | 1.40 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total from investment operations | (0.28 | ) | 1.60 | 5.01 | 9.85 | 2.19 | 1.35 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Less: | ||||||||||||||||||||||||
Dividend from investment income | (0.00 | ) | (0.06 | ) | — | — | — | — | ||||||||||||||||
Distributions from net realized gain | (2.03 | ) | (1.48 | ) | (0.51 | ) | — | (0.32 | ) | (0.53 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total distributions | (2.03 | ) | (1.54 | ) | (0.51 | ) | — | (0.32 | ) | (0.53 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 30.96 | $ | 33.27 | $ | 33.21 | $ | 28.71 | $ | 18.86 | $ | 16.99 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total return | (1.10 | %)(2) | 5.13 | % | 17.71 | % | 52.23 | % | 13.25 | % | 8.50 | % | ||||||||||||
Ratios/supplemental data: | ||||||||||||||||||||||||
Net assets, end of period (millions) | $ | 6,359.2 | $ | 6,502.8 | $ | 5,962.5 | $ | 4,443.1 | $ | 1,541.5 | $ | 1,134.5 | ||||||||||||
Ratio of expenses to average net assets | 0.63 | %(3) | 0.62 | % | 0.62 | % | 0.64 | % | 0.68 | % | 0.68 | % | ||||||||||||
Ratio of net investment income (loss) to average net assets | (0.11 | %)(3) | 0.17 | % | (0.09 | %) | (0.23 | %) | (0.32 | %) | (0.33 | %) | ||||||||||||
Portfolio turnover rate | 8 | %(2) | 15 | % | 13 | % | 11 | % | 14 | % | 11 | % |
(1) | Unaudited |
(2) | Not annualized |
(3) | Annualized |
The accompanying notes are an integral part of these financial statements.
34
PRIMECAP Odyssey Funds For the Six Months Ended April 30, 2016 (Unaudited) |
(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 of each Fund have equal rights with respect to voting. The PRIMECAP Odyssey Aggressive Growth Fund is closed to most new investors.
(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 (“U.S. GAAP”). The Funds are considered investment companies under U.S. GAAP and follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Auditing Standards Codification Topic 946.
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 Automated 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 a 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 valued 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
35
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
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 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. In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-07 (“ASU 2015-07”), “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent).” ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using net asset value per share as a practical expedient. For public business entities, ASU 2015-07 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Funds are considering the impact of this guidance.
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 outstanding shares 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 1) sales of foreign currencies; 2) currency gains or losses realized between the trade and settlement dates on securities transactions; and 3) 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.
36
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
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 six months ended April 30, 2016, the Funds did not incur any interest or penalties. As of April 30, 2016, open tax years include the tax years ended October 31, 2012 through October 31, 2015. No Fund 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. U.S. GAAP requires 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, and such differences could be material.
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.
37
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
(3) Investment Transactions
The cost of purchases and the proceeds from sales of securities, excluding short-term investments, for the six months ended April 30, 2016 were as follows:
Fund | Purchases | Sales | ||||||
Stock Fund | $ | 817,256,845 | $ | 244,929,510 | ||||
Growth Fund | $ | 612,404,926 | $ | 185,510,775 | ||||
Aggressive Growth Fund | $ | 494,309,318 | $ | 555,277,837 |
(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, and the lowest level for any significant input determines leveling. 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). |
38
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – 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 April 30, 2016. There were no transfers into or out of Level 1, Level 2, or Level 3 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 | |||||||||||||
Stock Fund | Common Stock(1) | $ | 5,044,174,192 | $ | — | $ | — | $ | 5,044,174,192 | |||||||||
Short-Term Investments | $ | 474,449,343 | — | — | 474,449,343 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Investments in Securities | $ | 5,518,623,535 | $ | — | $ | — | $ | 5,518,623,535 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Growth Fund | Common Stock(1) | $ | 6,047,655,555 | $ | — | $ | — | $ | 6,047,655,555 | |||||||||
Rights (Health Care) | — | — | 33,300 | 33,300 | ||||||||||||||
Short-Term Investments | 286,352,540 | — | — | 286,352,540 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Investments in Securities | $ | 6,334,008,095 | $ | — | $ | 33,300 | $ | 6,334,041,395 | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Aggressive Growth Fund | Common Stock(1) | $ | 6,109,983,933 | $ | — | $ | — | $ | 6,109,983,933 | |||||||||
Rights (Health Care) | — | — | 8,480,089 | 8,480,089 | ||||||||||||||
Short-Term Investments | 296,833,073 | — | — | 296,833,073 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total Investments in Securities | $ | 6,406,817,006 | $ | — | $ | 8,480,089 | $ | 6,415,297,095 | ||||||||||
|
|
|
|
|
|
|
|
(1) | Refer to each Fund’s respective Schedule of Investments for the breakdown of major categories. |
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.
Dyax Corp. Contingent Value Rights | ||||||||||
Growth Fund | Aggressive Growth Fund | |||||||||
Balance at October 31, 2015 | $ | — | $ | — | ||||||
Purchases (Received) | 33,300 | 8,480,089 | ||||||||
Sales | — | — | ||||||||
Realized Gain (Loss) | — | — | ||||||||
Change in unrealized appreciation | — | — | ||||||||
Transfer into Level 3 | — | — | ||||||||
|
|
|
| |||||||
Balance at April 30, 2016 | $ | 33,300 | $ | 8,480,089 | ||||||
|
|
|
|
The Growth and Aggressive Growth Funds received Dyax Corp. Contingent Value Rights (“Dyax CVR”) when Dyax Corp. was acquired by Shire PLC. In valuing Dyax CVR, the Funds considered the final trading price of Dyax Corp. prior to the acquisition, the amount of cash received by Dyax Corp. shareholders, and terms of the Dyax CVR. Dyax CVR are non-tradable.
39
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
(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.
As of October 31, 2015, 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 purposes(1) | $ | 4,031,297,153 | $ | 4,414,338,793 | $ | 4,745,210,517 | ||||||
|
|
|
|
|
| |||||||
Gross tax unrealized appreciation | 1,247,179,388 | 2,112,230,741 | 2,336,460,292 | |||||||||
Gross tax unrealized depreciation | (162,173,485 | ) | (259,550,200 | ) | (564,811,974 | ) | ||||||
|
|
|
|
|
| |||||||
Net tax unrealized appreciation | 1,085,005,903 | 1,852,680,541 | 1,771,648,318 | |||||||||
|
|
|
|
|
| |||||||
Undistributed ordinary income | 43,603,068 | 19,664,988 | 503,498 | |||||||||
Undistributed long-term capital gain | 41,880,185 | 59,119,350 | 397,233,445 | |||||||||
|
|
|
|
|
| |||||||
Total distributable earnings | 85,483,253 | 78,784,338 | 397,736,943 | |||||||||
|
|
|
|
|
| |||||||
Other accumulated gain (loss) | (138,684 | ) | (130,051 | ) | (94,550 | ) | ||||||
|
|
|
|
|
| |||||||
Total accumulated gain | $ | 1,170,350,472 | $ | 1,931,334,828 | $ | 2,169,290,711 | ||||||
|
|
|
|
|
|
(1) | At October 31, 2015 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. |
Tax components of dividends paid during the six months ended April 30, 2016 and year ended October 31, 2015 were as follows:
April 30, 2016 | October 31, 2015 | |||||||||||||||
Ordinary Income Distributions | Long-Term Capital Gain Distributions | Ordinary Income Distributions | Long-Term Capital Gain Distributions | |||||||||||||
Stock Fund | $ | 54,251,996 | $ | 41,880,379 | $ | 53,436,424 | $ | 50,178,657 | ||||||||
Growth Fund | $ | 23,451,144 | $ | 59,120,526 | $ | 47,607,189 | $ | 101,311,643 | ||||||||
Aggressive Growth Fund | $ | 503,546 | $ | 397,233,546 | $ | 54,284,835 | $ | 229,581,076 |
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, 2015.
40
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
(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 six months ended April 30, 2016, 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 each Fund’s investments are in companies that are considered to be affiliated companies of the 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:
PRIMECAP Odyssey Stock Fund
Current Period Transactions | ||||||||||||||||||||||||
Common Stock | Market Value at October 31, 2015 | Purchases at Cost | Proceeds from Securities Sold | Dividend Income | Realized Gain (Loss) | Market Value at April 30, 2016 | ||||||||||||||||||
Tribune Publishing Co. | $ | 17,148,704 | $ | — | $ | — | $ | 317,905 | $ | — | $ | 20,582,078 | ||||||||||||
|
|
|
|
|
|
|
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|
|
|
| |||||||||||||
Total | $ | 17,148,704 | $ | — | $ | — | $ | 317,905 | $ | — | $ | 20,582,078 | ||||||||||||
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|
PRIMECAP Odyssey Growth Fund
Current Period Transactions | ||||||||||||||||||||||||
Common Stock | Market Value at October 31, 2015 | Purchases at Cost | Proceeds from Securities Sold | Dividend Income | Realized Gain (Loss) | Market Value at April 30, 2016 | ||||||||||||||||||
Boulder Brands, Inc.(1)(2) | $ | 27,363,321 | $ | — | $ | 33,971,556 | $ | — | $ | 7,326,938 | N/A | |||||||||||||
ImmunoGen, Inc. | 78,870,332 | — | — | — | — | $ | 46,176,220 | |||||||||||||||||
|
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| |||||||||||||
Total | $ | 106,233,653 | $ | — | $ | 33,971,556 | $ | — | $ | 7,326,938 | $ | 46,176,220 | ||||||||||||
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(1) | No longer an affiliate as of April 30, 2016. |
(2) | Included in “Proceeds from Securities Sold” are proceeds received when Boulder Brands, Inc. was acquired in an all cash transaction. |
41
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
PRIMECAP Odyssey Aggressive Growth Fund
Current Period Transactions | ||||||||||||||||||||||||
Common Stock | Market Value at October 31, 2015 | Purchases at Cost | Proceeds from Securities Sold | Dividend Income | Realized Gain (Loss) | Market Value at April 30, 2016 | ||||||||||||||||||
Abaxis, Inc. | $ | 107,600,030 | $ | 94,856 | $ | — | $ | 471,570 | $ | — | $ | 97,211,400 | ||||||||||||
ABIOMED, Inc. | 194,489,875 | 158,177 | 8,703,348 | — | 6,337,647 | 246,946,685 | ||||||||||||||||||
Affymetrix, Inc.(1)(2) | 46,064,400 | — | 70,098,287 | — | 36,997,265 | N/A | ||||||||||||||||||
Arbutus Biopharma Corp. | 15,609,000 | 3,862,904 | — | — | — | 19,057,500 | ||||||||||||||||||
Axcelis Technologies, Inc. | 31,640,000 | 659,700 | — | — | — | 33,090,200 | ||||||||||||||||||
Boot Barn Holdings, Inc. | 20,527,500 | 4,620,190 | 343,642 | — | (293,345 | ) | 14,526,210 | |||||||||||||||||
Boulder Brands, Inc.(1)(3) | 40,846,274 | — | 50,707,197 | — | 25,394,449 | N/A | ||||||||||||||||||
Cardica, Inc. | 1,072,668 | — | — | — | — | 1,807,270 | ||||||||||||||||||
Cerus Corp | 35,775,000 | — | — | — | — | 48,828,000 | ||||||||||||||||||
Chegg, Inc. | 59,246,850 | 151,773 | — | — | — | 39,127,990 | ||||||||||||||||||
comScore, Inc. | 136,624,775 | 2,672,567 | — | — | — | 100,239,469 | ||||||||||||||||||
DreamWorks Animation SKG, Inc. | 115,503,608 | — | — | — | — | 227,811,464 | ||||||||||||||||||
Dyax, Corp.(1)(4) | 211,697,992 | — | 286,835,096 | — | 263,822,454 | N/A | ||||||||||||||||||
Ellie Mae, Inc. | 202,826,016 | — | 9,396,992 | — | 6,115,476 | 223,730,320 | ||||||||||||||||||
Epizyme, Inc. | 35,771,122 | 8,132,675 | 1,377,445 | — | (1,282,024 | ) | 36,905,389 | |||||||||||||||||
FARO Technologies, Inc. | 50,560,720 | 686,488 | — | — | — | 44,121,111 | ||||||||||||||||||
Fluidigm Corp. | 31,036,937 | — | — | — | — | 27,505,445 | ||||||||||||||||||
Guidance Software, Inc. | 16,172,785 | 727,477 | — | — | — | 15,304,666 | ||||||||||||||||||
Marrone Bio Innovations, Inc. | 5,766,000 | — | — | — | — | 1,953,000 | ||||||||||||||||||
Nektar Therapeutics | 138,497,142 | 1,855,277 | — | — | — | 185,217,334 | ||||||||||||||||||
Novadaq Techologies, Inc. | 64,781,270 | 3,321,577 | — | — | — | 59,198,518 | ||||||||||||||||||
Pfenex, Inc. | 41,547,840 | 372,812 | — | — | — | 19,004,640 | ||||||||||||||||||
Rubicon Project, Inc. (The)(5) | N/A | 31,441,016 | — | — | — | 78,295,477 | ||||||||||||||||||
ServiceSource International, Inc. | 36,245,895 | 295,500 | — | — | — | 34,440,984 | ||||||||||||||||||
Shutterfly, Inc. | 127,469,931 | — | 576,680 | — | (105,986 | ) | 139,944,728 | |||||||||||||||||
Solazyme, Inc. | 24,920,827 | 253,857 | — | — | — | 18,012,882 | ||||||||||||||||||
Tribune Publishing Co.(1) | 14,784,466 | — | 1,199,823 | 274,076 | (2,566,846 | ) | N/A | |||||||||||||||||
Tuesday Morning Corp. | 19,900,068 | — | 3,801,223 | — | (4,186,791 | ) | 26,777,800 | |||||||||||||||||
Xencor, Inc.(5) | N/A | 18,408,706 | — | — | — | 42,334,567 | ||||||||||||||||||
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Total | $ | 1,826,978,991 | $ | 77,715,552 | $ | 433,039,733 | $ | 745,646 | $ | 330,232,299 | $ | 1,781,393,049 | ||||||||||||
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(1) | No longer an affiliate as of April 30, 2016. |
(2) | Included in “Proceeds from Securities Sold” are proceeds received when Affymetrix, Inc. was acquired in an all cash transaction. |
(3) | Included in “Proceeds from Securities Sold” are proceeds received when Boulder Brands, Inc. was acquired in an all cash transaction. |
(4) | Included in “Proceeds from Securities Sold” are proceeds received when Dyax, Corp. was acquired. In addition to cash, Dyax Corp. shareholders also received Dyax Corp. Contingent Value Rights. |
(5) | As of October 31, 2015, the company was not an affiliate. |
42
Notes to Financial Statements
PRIMECAP Odyssey Funds
For the Six Months Ended April 30, 2016 (Unaudited) – continued
(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.
43
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 November 1, 2015 through April 30, 2016.
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.
44
Expense Example
PRIMECAP Odyssey Funds
(Unaudited) – continued
Beginning Account Value (11/1/15) | Ending Account Value (4/30/16) | Expenses Paid During Period(1) (11/1/15 to 4/30/16) | Expense Ratio During Period(1) (11/1/15 to 4/30/16) | |||||||||||||
PRIMECAP Odyssey Stock Fund |
| |||||||||||||||
Actual Performance | $ | 1,000.00 | $ | 976.40 | $ | 3.24 | 0.66% | |||||||||
Hypothetical Performance | $ | 1,000.00 | $ | 1,021.58 | $ | 3.32 | 0.66% | |||||||||
PRIMECAP Odyssey Growth Fund |
| |||||||||||||||
Actual Performance | $ | 1,000.00 | $ | 967.60 | $ | 3.18 | 0.65% | |||||||||
Hypothetical Performance | $ | 1,000.00 | $ | 1,021.63 | $ | 3.27 | 0.65% | |||||||||
PRIMECAP Odyssey Aggressive Growth Fund |
| |||||||||||||||
Actual Performance | $ | 1,000.00 | $ | 989.00 | $ | 3.12 | 0.63% | |||||||||
Hypothetical Performance | $ | 1,000.00 | $ | 1,021.73 | $ | 3.17 | 0.63% |
(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 (182), then divided by the number of days in the fiscal year (366) to reflect the one-half year period. |
45
PRIMECAP Odyssey Funds (Unaudited) |
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. This information is available, without charge, by calling toll-free 1-800-729-2307. The Funds’ Forms N-Q are also 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.
46
PRIMECAP Odyssey Funds (Unaudited) |
Portfolio Managers
PRIMECAP Management Company has five portfolio managers who together have more than 123 years of investment experience. The portfolio managers primarily responsible for overseeing the Funds’ investments are:
Name | Years of Experience | |||
Theo A. Kolokotrones | 46 | |||
Joel P. Fried | 31 | |||
Alfred W. Mordecai | 19 | |||
M. Mohsin Ansari | 16 | |||
James Marchetti | 11 |
Each of these five individuals manages a portion of the PRIMECAP Odyssey Stock Fund, the PRIMECAP Odyssey Growth Fund, and the PRIMECAP Odyssey Aggressive Growth Fund. A portion of each Fund’s assets may be managed by individuals in the Investment Advisor’s research department.
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. The address for each officer is 177 East Colorado Boulevard, 11th Floor, Pasadena, CA 91105.
Name (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 (1946) | Co-Chief Executive Officer | Indefinite; Since 09/04 | Chairman, Director, Portfolio Manager, and Principal PRIMECAP Management Company | |||
Joel P. Fried (1962) | Co-Chief Executive Officer and Trustee | Indefinite; Since 09/04 | President, Director, Portfolio Manager, and Principal PRIMECAP Management Company |
47
Management
PRIMECAP Odyssey Funds
(Unaudited) – continued
Name (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 (1967) | Co-Chief Executive Officer | Indefinite; Since 10/12 | Vice Chairman, Director, Portfolio Manager, and Principal PRIMECAP Management Company | |||
Michael J. Ricks (1977) | Chief Financial Officer, Chief Administrative Officer, and Secretary | Indefinite; Since 03/11 | Director of Fund Administration PRIMECAP Management Company | |||
Karen Chen (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”). The address for each independent trustee is 177 East Colorado Boulevard, 11th Floor, Pasadena, CA 91105.
Name (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 Overseen by Trustee(1) | Other Director- ships Held by Trustee | |||||
Benjamin F. Hammon (1935) | Chairman of the Board and Trustee | Indefinite; Since 09/04 | Retired; Private investor | 3 | None | |||||
Wayne H. Smith (1941) | Chairman of the Audit Committee and Trustee | Indefinite; Since 09/04 | Retired; Private investor | 3 | None | |||||
Joseph G. Uzelac (1944) | Trustee | Indefinite; Since 10/07 | Retired; Private investor | 3 | None | |||||
Elizabeth D. Obershaw (1960) | Trustee | Indefinite; Since 06/08 | Managing Director, Horsley Bridge Partners, an investment advisor (2007-present) | 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. |
48
Management
PRIMECAP Odyssey Funds
(Unaudited) – continued
“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. The address for each interested trustee is 177 East Colorado Boulevard, 11th Floor, Pasadena, CA 91105.
Name (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 Overseen by Trustee(1) | Other Director- ships Held by Trustee | |||||
Joel P. Fried(2) (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. |
49
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.
Investment Advisor
PRIMECAP MANAGEMENT COMPANY
177 East Colorado Boulevard, 11th Floor
Pasadena, California 91105
•
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
MORGAN, LEWIS & BOCKIUS LLP
300 South Grand Avenue, Twenty-Second Floor
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.
Item 2. | Code of Ethics. |
Not applicable for semi-annual reports.
Item 3. | Audit Committee Financial Expert. |
Not applicable for semi-annual reports.
Item 4. | Principal Accountant Fees and Services. |
Not applicable for semi-annual reports.
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. |
(a) | The registrant’s Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
(b) | Not applicable. |
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 the Securities Exchange Act of 1934. Based on their review, such officers have concluded that such 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 other officers of the registrant and by the registrant’s service providers. |
(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 for semi-annual reports. | |
(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. |
2
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 | 6/27/2016 | |||
By | /s/ Theo A. Kolokotrones | |||
Theo A. Kolokotrones, Co-Chief Executive Officer | ||||
Date | 6/27/2016 | |||
By | /s/ Alfred W. Mordecai | |||
Alfred W. Mordecai, Co-Chief Executive Officer | ||||
Date | 6/27/2016 |
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 | 6/27/2016 | |||
By | /s/ Theo A. Kolokotrones | |||
Theo A. Kolokotrones, Co-Chief Executive Officer | ||||
Date | 6/27/2016 | |||
By | /s/ Alfred W. Mordecai | |||
Alfred W. Mordecai, Co-Chief Executive Officer | ||||
Date | 6/27/2016 | |||
By | /s/ Michael J. Ricks | |||
Michael J. Ricks, Chief Financial Officer | ||||
Date | 6/27/2016 |
3