As filed with the Securities and Exchange Commission on Dec.2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21597

PRIMECAP ODYSSEY FUNDS
----------------------
(Exact name of registrant as specified in charter)

225 SOUTH LAKE AVENUE, SUITE 400
PASADENA, CA 91101
(Address of principal executive offices) (Zip code)

DAVID H. VAN SLOOTEN
225 SOUTH LAKE AVENUE, SUITE 400
PASADENA, CA 91101
(Name and address of agent for service)

(626) 304-9222 Registrant's
telephone number, including area code

Date of fiscal year end: OCTOBER 31
----------

Date of reporting period: OCTOBER 31, 2008
----------------

ITEM 1. REPORTS TO STOCKHOLDERS.

ANNUAL REPORT
OCTOBER 31, 2008

{LOGO} PRIMECAP(R)
------------- ODYSSEY FUNDS

PRIMECAP ODYSSEY STOCK FUND
PRIMECAP ODYSSEY GROWTH FUND
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
TABLE OF CONTENTS
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------

Letter to Shareholders .................................................... 2

Performance Graphs ........................................................ 8

Expense Example ........................................................... 11

Sector Breakdown .......................................................... 13

Schedule of Investments ................................................... 15

PRIMECAP Odyssey Stock Fund ............................................... 15

PRIMECAP Odyssey Growth Fund .............................................. 19

PRIMECAP Odyssey Aggressive Growth Fund ................................... 23

Statements of Assets and Liabilities ...................................... 26

Statements of Operations .................................................. 27

Statement of Changes in Net Assets ........................................ 28

PRIMECAP Odyssey Stock Fund ............................................... 28

PRIMECAP Odyssey Growth Fund .............................................. 29

PRIMECAP Odyssey Aggressive Growth Fund ................................... 30

Financial Highlights ...................................................... 31

PRIMECAP Odyssey Stock Fund ............................................... 31

PRIMECAP Odyssey Growth Fund .............................................. 32

PRIMECAP Odyssey Aggressive Growth Fund ................................... 33

Notes to Financial Statements ............................................. 34

Report of Independent Registered Public Accounting Firm ................... 40

Additional Information .................................................... 41

Management ................................................................ 45

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------

DEAR FELLOW SHAREHOLDERS,

The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP
Odyssey Aggressive Growth Fund posted total returns of -32.7%, -35.6%, and
- -40.6%, respectively, for the fiscal year ended October 31, 2008. With
increasing intensity throughout the year, a global financial crisis unfolded,
pummeling major markets around the world, and leaving few asset classes
unscathed. U.S. equities proved no exception. The unmanaged Standard & Poor's
500 Composite Stock Price Index (S&P 500) produced a total return of -36.1% for
the period.

Since the inception of the PRIMECAP Odyssey Funds in 2004, we have largely
avoided investments in the financial sector. Our long-held view was that
financial institutions were taking on massive leverage to invest in high-risk
securities, thereby rendering industry profitability vulnerable to modest
changes in asset prices. In our opinion, opaque balance sheets obscured the
risks financial companies were taking, and this was unappreciated by investors.
In retrospect, our analysis turned out to be on the mark, but we grossly
underestimated the magnitude of exposure, the systemic risk posed to the
financial system, and the austere consequences for the broader economy and stock
market.

The benefit to the funds from a minimal weighting in the financial sector, the
worst sector in the market (-52.1%), was to a large extent offset by a similarly
small weighting in consumer staples, the best performing sector in the market
(-11.9%). In times of economic distress, investors often flee to consumer
staples stocks. These companies produce goods that consumers view as less
discretionary purchases. Thus, their businesses have traditionally been fairly
resilient to economic downturns. Our lack of investment in the staples was
related to our substantial commitment to the health care sector. Like consumer
staples, health care stocks historically fare well in difficult economic times.
Health care is a less discretionary item than most products and services. In our
judgment, health care stocks offered (and still offer) considerably greater
growth prospects at substantially lower valuations than consumer staples stocks.
Although health care stocks were less defensive than staples in 2008 (declining
24%), other than staples, it was the best sector in the market.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------

Our significant holdings in the technology sector detracted from the year's
results. Only financial stocks posted greater losses than the technology sector
(-41.2%). In recessions, corporations typically slash their technology (IT)
budgets as part of an overall effort to preserve profitability. In the past,
this led to dramatic declines in earnings at many technology companies given
their high fixed cost structures. In our view, the industry has changed
considerably over the last decade. Market shares in key businesses have
consolidated, enabling greater pricing power. Companies have reduced their
capital intensity and earnings volatility by outsourcing a good portion of their
fixed costs. Finally, balance sheets are flush with cash. It is our belief that
through these difficult times, technology companies should report financial
results exceeding investors' expectations.

This summer, following several years of spiraling price inflation, commodity
prices reached levels that in our judgment were unjustifiable, generating
outsized and unsustainable earnings gains. We took the opportunity to reduce the
funds' holdings in the energy, materials, and industrials sectors. The prices of
oil and many commodities have retraced at least 50% from their summer highs. The
stocks have followed suit, and in many cases have declined well in excess of
their respective commodity prices.

A more detailed discussion of the results of each PRIMECAP Odyssey Fund follows.

PRIMECAP ODYSSEY STOCK FUND

From November 1, 2007 to October 31, 2008, the Stock Fund's total return was
- -32.7%. Although this was better than the S&P 500's total return of -36.1% for
the period, it is still disappointing on an absolute basis. On a relative basis,
our underweight position in the financials sector and our overweight position in
the health care sector benefited the fund. This benefit was partially offset by
our underweight position in consumer staples, the best-performing sector of the
S&P 500.

With regard to stock selection, Amgen and Marsh & McLennan aided our returns.
Global insurance broker Marsh & McLennan has benefited from new management and a
renewed emphasis on core businesses and operating margins; its total return for
the period was +13.1%. On the negative side were McDermott International and
Sprint Nextel Corporation. McDermott International had a total return for the
year of -72.0%. McDermott is a leader in large off-shore drilling project
construction, and it supplies building parts and expertise to nuclear plant
developments. The company had been one of the largest beneficiaries of commodity
price escalation and subsequently saw a significant stock price retracement when
prices fell. Sprint Nextel had a total return of -81.7% for the year as it
continues to lose customers to AT&T and Verizon.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------

The top 10 holdings, which collectively represent 31.1% of the portfolio at the
period end, are listed below:

- --------------------------------------------------------------------------------
PRIMECAP ODYSSEY STOCK FUND ENDING % OF
TOP 10 HOLDINGS AS OF 10/31/08 TOTAL PORTFOLIO*
- --------------------------------------------------------------------------------
Amgen Inc. 4.9
Eli Lilly & Co. 4.4
Novartis AG (ADS) 4.2
Medtronic Inc. 3.2
Roche Holding AG 3.2
Biogen Idec Inc. 2.4
EOG Resources Inc. 2.2
GlaxoSmithKline PLC (ADS) 2.2
Southwest Airlines Co. 2.2
Marsh & McLennan Cos. 2.2
- --------------------------------------------------------------------------------
TOTAL % OF PORTFOLIO 31.1
- --------------------------------------------------------------------------------

* The percentage is calculated by using the ending market value of the
security divided by the total investments of the fund.

PRIMECAP ODYSSEY GROWTH FUND

From November 1, 2007 to October 31, 2008, the Growth Fund's total return was
- -35.6%. This disappointing return was only slightly better than the S&P 500's
total return of -36.1% and the Russell 1000 Growth Index's total return of
- -37.0% for that period. Our positioning in two sectors, financials and health
care, helped the Growth Fund on a relative basis. We were very underweight in
the financials sector, which declined 52.1% and was the worst performing sector
within the S&P 500. We were very overweight in the health care sector, which was
down 23.9% and was the second best performing sector within the S&P 500. Within
this sector, Possis Medical and Amgen were the biggest contributors. Possis
Medical, now a part of Bayer HealthCare, was up 36.1% for the year when the
acquisition closed. Amgen, a premier biologic provider, had a total return of
+3.1%.

The Growth Fund was hurt by our underweight position in the consumer staples
sector as well as our overweight position and poor stock selection in the
information technology sector. FormFactor and EMC Corp, both top 10 holdings,
were two of the largest detractors from performance. FormFactor, a semiconductor
equipment manufacturer, was down 55.5% for the year. EMC Corp, a leader in
information infrastructure and storage technologies, was down 53.6% for the
year. EMC's stock suffered as the value of its majority stake in VMware
plummeted. VMware, an innovator in virtualization software, was down nearly 75%
during the year.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------

The top 10 holdings, which collectively represent 29.8% of the portfolio at the
period end, are listed below:

- --------------------------------------------------------------------------------
PRIMECAP ODYSSEY GROWTH FUND ENDING % OF
TOP 10 HOLDINGS AS OF 10/31/08 TOTAL PORTFOLIO*
- --------------------------------------------------------------------------------
Eli Lilly & Co. 4.4
Conceptus Inc. 3.7
Amgen Inc. 3.7
Novartis AG (ADS) 3.5
Medtronic Inc. 3.1
Roche Holding AG 2.3
Google Inc. (Cl A) 2.3
FormFactor Inc. 2.3
EMC Corp. 2.3
C.H. Robinson Worldwide Inc. 2.2
- --------------------------------------------------------------------------------
TOTAL % OF PORTFOLIO 29.8
- --------------------------------------------------------------------------------

* The percentage is calculated by using the ending market value of the
security divided by the total investments of the fund.

PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND

From November 1, 2007 to October 31, 2008, the Aggressive Growth Fund's total
return was -40.6%. This compares to the S&P 500's total return of -36.1% and the
Russell Midcap Growth Index's total return of -42.6%. Although our underweight
position in the financials sector and our overweight position in the health care
sector helped on a relative basis, poor stock selection overwhelmed this
weighting benefit.

American Italian Pasta and Abiomed were two of the largest individual
contributors for the year. American Italian Pasta recovered from an earlier fall
related to poor financial controls. New management has brought stability and
growth back to one of the country's premier producers of dried pastas. The
company's stock had a total return of +41.8% for the year. Abiomed received FDA
clearance for Impella, a minimally invasive ventricular assist device used to
aid an injured heart.

On the negative side, Brocade Communication Systems and Quiksilver were major
detractors from performance. Brocade provides equipment for network storage. A
- -60.3% total return for the year reflected investors' displeasure with the
company's $2.5 billion cash acquisition of Foundry Networks. Quiksilver's stock
had a total return of -80.8%. The company's flawed acquisition and subsequent
disposal of Rossignol and concern about short-term liquidity have weighed on the
company's stock price.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------

The top 10 holdings, which collectively represent 35.0% of the portfolio at the
period end, are listed below:

- --------------------------------------------------------------------------------
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND ENDING % OF
TOP 10 HOLDINGS AS OF 10/31/08 TOTAL PORTFOLIO*
- --------------------------------------------------------------------------------
Conceptus Inc. 5.5
Medarex Inc. 4.8
American Italian Pasta Co. (Cl A) 4.3
FormFactor Inc. 3.9
Roche Holding AG 3.8
Altera Corp. 2.9
Boston Scientific Corp. 2.6
Abiomed Inc. 2.5
Brocade Communications Systems Inc. 2.5
Intuit Inc. 2.2
- --------------------------------------------------------------------------------
TOTAL % OF PORTFOLIO 35.0
- --------------------------------------------------------------------------------

* The percentage is calculated by using the ending market value of the
security divided by the total investments of the fund.

OUTLOOK FOR THE NEXT FISCAL YEAR

Certainly, the list of reasons to approach fiscal 2009 with trepidation is a
long one. The economy has slipped into a recession that many economists fear
will rival in severity any period since the Great Depression. Unemployment
continues to ratchet up. Our financial system has been stressed beyond
comprehension, and the government has embarked on a monumental intervention in
our financial institutions and private industry. The long-term ramifications of
a trillion dollar rescue plan are uncertain at best, but the cost will
ultimately be borne by taxpayers. In the long term, the increased regulation and
government involvement in private enterprise associated with the rescue plan
potentially portends slower growth and lower valuations.

Despite this undeniable litany of obstacles to overcome, we believe there are
reasons to be constructive on the near- to intermediate-term. The government is
pursuing parallel paths of fiscal and monetary stimulus in conjunction with a
coordinated effort by central banks to stimulate the global economy and restore
confidence in financial systems and markets. Importantly, the stock market holds
an uncanny record for charting the future course of the economy and anticipating
it well in advance. As we write this letter, the S&P 500 has declined more than
50% from its high in October 2007, marking this correction as the worst since
the 1930s. For the past decade, the annualized return for the S&P 500 is roughly
- -2%, the worst 10-year period since the 1930s. The dividend yield on the S&P 500
exceeds the yield on a 10-year Treasury bond that offers no opportunity for

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------

a gain in principal if held to maturity. All of these factors incline us to
suggest that stock prices may already discount the draconian environment we face
today and in the near future, and that the next substantive move in the stock
market may be up.

In these tumultuous times, we are seeing an increasing number of attractive
investment opportunities, particularly in the health care and information
technology sectors. Companies with innovative products, strong competitive
advantage, growing markets, and cash laden balance sheets are selling, in our
assessment, at compelling valuations. Although stock prices can certainly
continue to decline for another week, month, or year or two, we feel confident
that at some point over the next few years, we will likely look back at this
period as presenting a rare opportunity to buy great companies at uniquely low
valuations.

We appreciate the confidence you have demonstrated in us. We will continue to
work diligently to prove worthy of that confidence.

Sincerely,

PRIMECAP Management Company

- --------------------------------------------------------------------------------
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. Current and future portfolio
holdings are subject to risk.

THE STANDARD & POOR'S 500 CORPORATE STOCK PRICE INDEX is a broad based index of
500 stocks, which is widely recognized as representative of the U.S. market in
general. 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 MID CAP GROWTH INDEX measures the
performance of those Russell Mid Cap companies with higher price-to-book ratios
and higher forecasted growth values. These indices do not incur expenses and are
not available for investment.

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.

- ------ (12/08)
Note: Sector weightings are based on average weight for the period.

PERFORMANCE GRAPHS
PRIMECAP ODYSSEY STOCK FUND
--------------------------------------------------------------------

The following chart compares the value of a hypothetical $10,000 investment in
the PRIMECAP Odyssey Stock Fund from November 1, 2004 (inception) to October 31,
2008, compared to the S&P 500 Index. This chart illustrates the performance of a
hypothetical $10,000 investment made on the fund's inception date and is not
intended to imply any future performance. The returns shown do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or the
redemption of fund shares. The chart assumes reinvestment of capital gains and
dividends.

[graph omitted]

PRIMECAP
ODYSSEY S&P 500
DATE STOCK FUND INDEX
- --------------------------------------------------------------------------------
11/1/04 $10,000 $10,000
1/31/05 10,610 10,493
4/30/05 10,490 10,324
7/31/05 11,530 11,064
10/31/05 11,480 10,868
1/31/06 12,767 11,581
4/30/06 13,047 11,914
7/31/06 12,496 11,658
10/31/06 13,487 12,643
1/31/07 14,158 13,261
4/30/07 14,632 13,729
7/31/07 14,673 13,539
10/31/08 15,359 14,483
1/31/08 13,769 12,955
4/30/08 13,799 13,088
7/31/08 13,544 12,038
10/31/08 10,332 9,256

TOTAL RETURN
PERIOD ENDED OCTOBER 31, 2008
----------------------------------
ANNUALIZED
SINCE INCEPTION
1 YEAR (11/01/04)
-------- ---------------
PRIMECAP Odyssey Stock Fund -32.73% 0.82%

S&P 500 Index* -36.10% -1.91%

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 FUNDS IMPOSE A 2% REDEMPTION
FEE ON SHARES HELD LESS THAN 60 DAYS. PERFORMANCE FIGURES REFLECT THE FEE WAIVER
IN EFFECT AND, IN THE ABSENCE OF FEE WAIVERS, TOTAL RETURNS WOULD BE LOWER.
SHORT-TERM PERFORMANCE, IN PARTICULAR, IS NOT A GOOD INDICATION OF A FUND'S
FUTURE PERFORMANCE, AND AN INVESTMENT SHOULD NOT BE MADE BASED SOLELY ON PAST
RETURNS.

- ----------
* The S&P 500 Index is an unmanaged index composed of 500 common stocks
weighted by market value; its total return includes reinvestment of
dividends and is considered representative of the stock market return as a
whole.

PERFORMANCE GRAPHS
PRIMECAP ODYSSEY GROWTH FUND
- --------------------------------------------------------------------------------

The following chart compares the value of a hypothetical $10,000 investment in
the PRIMECAP Odyssey Growth Fund from November 1, 2004 (inception) to October
31, 2008, compared to the S&P 500 Index. This chart illustrates the performance
of a hypothetical $10,000 investment made on the fund's inception date and is
not intended to imply any future performance. The returns shown do not reflect
the deduction of taxes that a shareholder would pay on fund distributions or the
redemption of fund shares. The chart assumes reinvestment of capital gains and
dividends.

[graph omitted]

PRIMECAP
ODYSSEY S&P 500
DATE GROWTH FUND INDEX
- --------------------------------------------------------------------------------
11/1/04 $10,000 $10,000
1/31/05 10,550 10,493
4/30/05 10,450 10,324
7/31/05 11,540 11,064
10/31/05 11,620 10,868
1/31/06 12,908 11,581
4/30/06 13,208 11,914
7/31/06 12,688 11,658
10/31/06 13,769 12,643
1/31/07 14,420 13,261
4/30/07 14,845 13,729
7/31/07 14,764 13,539
10/31/08 15,898 14,483
1/31/08 13,807 12,955
4/30/08 13,919 13,088
7/31/08 13,359 12,038
10/31/08 10,246 9,256

TOTAL RETURN
PERIOD ENDED OCTOBER 31, 2008
----------------------------------
ANNUALIZED
SINCE INCEPTION
1 YEAR (11/01/04)
-------- ---------------

PRIMECAP Odyssey Growth Fund -35.55% 0.61%

S&P 500 Index* -36.10% -1.91%

PERFORMANCE GRAPHS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND

The following chart compares the value of a hypothetical $10,000 investment in
the PRIMECAP Odyssey Aggressive Growth Fund from November 1, 2004 (inception) to
October 31, 2008, compared to the S&P 500 Index. This chart illustrates the
performance of a hypothetical $10,000 investment made on the fund's inception
date and is not intended to imply any future performance. The returns shown do
not reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. The chart assumes reinvestment
of capital gains and dividends.

[graph omitted]

PRIMECAP
ODYSSEY
AGGRESSIVE S&P 500
DATE GROWTH FUND INDEX
- --------------------------------------------------------------------------------
11/1/04 $10,000 $10,000
1/31/05 10,500 10,493
4/30/05 9,890 10,324
7/31/05 11,220 11,064
10/31/05 11,240 10,868
1/31/06 12,790 11,581
4/30/06 13,110 11,914
7/31/06 12,310 11,658
10/31/06 13,920 12,643
1/31/07 14,915 13,261
4/30/07 15,280 13,729
7/31/07 14,915 13,539
10/31/08 16,253 14,483
1/31/08 13,205 12,955
4/30/08 13,134 13,088
7/31/08 12,685 12,038
10/31/08 9,654 9,256

TOTAL RETURN
PERIOD ENDED OCTOBER 31, 2008
----------------------------------
ANNUALIZED
SINCE INCEPTION
1 YEAR (11/01/04)
-------- ---------------

PRIMECAP Odyssey Aggressive Growth Fund -40.60% -0.88%

S&P 500 Index* -36.10% -1.91%

- -----------
* The S&P 500 Index is an unmanaged index composed of 500 common stocks
weighted by market value; its total return includes reinvestment of
dividends and is considered representative of the stock market return as a
whole.

EXPENSE EXAMPLE
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 at the
beginning of the period and held for the entire period from April 30, 2008 to
October 31, 2008.

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.

EXPENSE EXAMPLE
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
(UNAUDITED), (CONTINUED)

BEGINNING ENDING EXPENSES PAID EXPENSE RATIO
ACCOUNT ACCOUNT DURING PERIOD* DURING PERIOD*
VALUE VALUE (04/30/08 TO (04/30/08 TO
(04/30/08) (10/31/08) 10/31/08) 10/31/08)
- --------------------------------------------------------------------------------
PRIMECAP ODYSSEY STOCK FUND
Actual Performance $ 1,000.00 $ 748.70 $ 3.40 0.77%
Hypothetical Performance
(5% return before expenses) $ 1,000.00 $ 1,021.24 $ 3.93 0.77%

PRIMECAP ODYSSEY GROWTH FUND
Actual Performance $ 1,000.00 $ 736.10 $ 3.06 0.70%
Hypothetical Performance
(5% return before expenses) $ 1,000.00 $ 1,021.61 $ 3.56 0.70%

PRIMECAP ODYSSEY AGGRESSIVE
GROWTH FUND
Actual Performance $ 1,000.00 $ 735.00 $ 3.33 0.76%
Hypothetical Performance
(5% return before expenses) $ 1,000.00 $ 1,021.30 $ 3.87 0.76%
- --------------------------------------------------------------------------------

- ---------
* Expenses are equal to the funds' annualized expense ratio as indicated,
multiplied by the average account value over the period, multiplied by the
number of days in the most recent fiscal half-year period (184), then divided
by the number of days in the fiscal year (366) to reflect the one-half year
period.

SECTOR BREAKDOWN
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------

PRIMECAP ODYSSEY STOCK FUND
------------------------------------------------------
Consumer Discretionary 14.6%
Consumer Staples 0.4%
Energy 7.7%
Financials 5.4%
Health Care 30.5%
Industrials 10.9%
Information Technology 16.9%
Materials 5.5%
Telecommunication Services 1.0%
Short Term Investments and Other Net Assets 7.1%
------------------------------------------------------
TOTAL 100.0%
------------------------------------------------------

PRIMECAP ODYSSEY GROWTH FUND
------------------------------------------------------
Consumer Discretionary 10.6%
Consumer Staples 0.3%
Energy 5.4%
Financials 5.5%
Health Care 30.9%
Industrials 9.6%
Information Technology 31.3%
Materials 0.5%
Telecommunication Services 0.8%
Short Term Investments and Other Net Assets 5.1%
------------------------------------------------------
TOTAL 100.0%
------------------------------------------------------

The tables above list sector allocations as a percentage of each fund's total
investments as of October 31, 2008. The management report makes reference to
average allocations during the period. As a result, the sector allocations above
may differ from those discussed in the management report.

SECTOR BREAKDOWN
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------
(CONTINUED)

PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
------------------------------------------------------
Consumer Discretionary 4.9%
Consumer Staples 4.3%
Energy 3.5%
Financials 1.3%
Health Care 34.4%
Industrials 7.6%
Information Technology 36.3%
Telecommunication Services 1.5%
Short Term Investments and Other Net Assets 6.2%
------------------------------------------------------
TOTAL 100.0%
------------------------------------------------------

The table above lists sector allocations as a percentage of the fund's total
investments as of October 31, 2008. The management report makes reference to
average allocations during the period. As a result, the sector allocations above
may differ from those discussed in the management report.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
--------------------------------------------------------------------
OCTOBER 31, 2008
Shares Value
- --------------------------------------------------------------------------------
COMMON STOCKS: 92.9%

CONSUMER DISCRETIONARY: 14.6%
46,000 Amazon.com, Inc. (a) ......................... $ 2,633,040
121,700 Bed Bath & Beyond, Inc. (a) .................. 3,136,209
247,800 CarMax, Inc. (a) ............................. 2,631,636
20,000 Carnival Corp. ............................... 508,000
16,400 Chico's FAS, Inc. (a) ........................ 55,760
160,000 Collective Brands, Inc. (a) .................. 2,046,400
86,800 DIRECTV Group, Inc. (The) (a) ................ 1,900,052
160,000 Dress Barn, Inc. (a) ......................... 1,529,600
30,000 Eastman Kodak Co. ............................ 275,400
55,200 Kohl's Corp. (a) ............................. 1,939,176
75,000 Mattel, Inc. ................................. 1,126,500
10,000 Men's Wearhouse, Inc. ........................ 152,900
95,000 Sony Corp. - ADR ............................. 2,207,800
4,050 Target Corp. ................................. 162,486
95,950 TJX Cos, Inc. ................................ 2,567,622
15,000 Viacom, Inc. (a) ............................. 303,300
65,500 Walt Disney Co. (The) ........................ 1,696,450
50,000 Whirlpool Corp. .............................. 2,332,500
------------
27,204,831
------------
CONSUMER STAPLES: 0.4%
30,200 Cott Corp. (a) ............................... 28,992
9,700 Procter & Gamble Co. ......................... 626,038
------------
655,030
------------
ENERGY: 7.7%
45,000 Arch Coal, Inc. .............................. 963,450
20,000 EnCana Corp. ................................. 1,018,200
50,000 EOG Resources, Inc. .......................... 4,046,000
8,000 Murphy Oil Corp. ............................. 405,120
50,000 National Oilwell Varco, Inc. (a) ............. 1,494,500
51,500 Peabody Energy Corp. ......................... 1,777,265
80,000 Plains Exploration & Production Co. (a) ...... 2,256,000
48,834 Schlumberger Ltd. ............................ 2,522,276
------------
14,482,811
------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
FINANCIALS: 5.4%
34,151 Bank of New York Mellon Corp. (The) .......... $ 1,113,323
770 Berkshire Hathaway, Inc. - Class B (a) ....... 2,956,800
13,200 Chubb Corp. .................................. 684,024
87,800 Discover Financial Services .................. 1,075,550
134,950 Marsh & McLennan Cos, Inc. ................... 3,956,734
25,000 Progressive Corp. (The) ...................... 356,750
------------
10,143,181
------------
HEALTH CARE: 30.5%
119,300 Affymetrix, Inc. (a) ......................... 440,217
148,600 Amgen, Inc. (a) .............................. 8,899,654
104,200 Biogen Idec, Inc. (a) ........................ 4,433,710
405,656 Boston Scientific Corp. (a) .................. 3,663,074
243,600 Eli Lilly & Co. .............................. 8,238,552
7,000 Genentech, Inc. (a) .......................... 580,580
104,000 GlaxoSmithKline PLC - ADR .................... 4,024,800
12,100 Johnson & Johnson ............................ 742,214
146,700 Medtronic, Inc. .............................. 5,916,411
150,750 Novartis AG - ADR ............................ 7,686,742
37,900 Roche Holding AG - CHF ....................... 5,777,977
40,000 Sanofi-Aventis - ADR ......................... 1,264,800
17,100 Sepracor, Inc. (a) ........................... 227,772
60,000 Waters Corp. (a) ............................. 2,628,000
80,000 Wyeth ........................................ 2,574,400
------------
57,098,903
------------
INDUSTRIALS: 10.9%
37,400 Alaska Air Group, Inc. (a) ................... 923,780
23,400 Alexander & Baldwin, Inc. .................... 746,460
232,200 AMR Corp. (a) ................................ 2,370,762
8,000 Avery Dennison Corp. ......................... 280,160
12,000 Boeing Co. ................................... 627,240
2,200 Burlington Northern Santa Fe Corp. ........... 195,932
16,200 Caterpillar, Inc. ............................ 618,354
24,000 Chicago Bridge & Iron Co. N.V. - ADR ......... 297,360
15,400 FedEx Corp. .................................. 1,006,698

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INDUSTRIALS (CONTINUED)
81,100 Honeywell International, Inc. ................ $ 2,469,495
29,600 JetBlue Airways Corp. (a) .................... 164,280
90,200 McDermott International, Inc. (a) ............ 1,545,126
5,200 Norfolk Southern Corp. ....................... 311,688
17,400 Pall Corp. ................................... 459,534
336,900 Southwest Airlines Co. ....................... 3,968,682
2,300 Thomas & Betts Corp. (a) ..................... 54,625
23,600 Union Pacific Corp. .......................... 1,575,772
50,500 United Parcel Service, Inc. .................. 2,665,390
------------
20,281,338
------------
INFORMATION TECHNOLOGY: 16.9%
26,650 Accenture Ltd. - Class A ..................... 880,782
7,000 Agilent Technologies, Inc. (a) ............... 155,330
149,900 Applied Materials, Inc. ...................... 1,935,209
79,699 ASML Holding N.V. - ADR ...................... 1,398,717
13,700 Cisco Systems, Inc. (a) ...................... 243,449
55,000 Corning, Inc. ................................ 595,650
292,500 EMC Corp. (a) ................................ 3,445,650
2,600 Google, Inc. (a) ............................. 934,336
8,000 Hewlett-Packard Co. .......................... 306,240
91,200 Intel Corp. .................................. 1,459,200
122,000 Intuit, Inc. (a) ............................. 3,057,320
76,400 KLA-Tencor Corp. ............................. 1,776,300
190,000 L.M. Ericsson Telephone Co. - ADR ............ 1,343,300
135,700 Microsoft Corp. .............................. 3,030,181
150,000 Motorola, Inc. ............................... 805,500
33,200 Nortel Networks Corp. (a) .................... 41,500
82,000 NVIDIA Corp. (a) ............................. 718,320
101,500 Oracle Corp. (a) ............................. 1,856,435
31,600 Research In Motion Ltd. (a) .................. 1,593,588
186,900 Symantec Corp. (a) ........................... 2,351,202
146,000 Texas Instruments, Inc. ...................... 2,855,760
857 Verigy Ltd. (a) .............................. 12,427
19,300 Xilinx, Inc. ................................. 355,506
42,100 Yahoo!, Inc. (a) ............................. 539,722
------------
31,691,624
------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
MATERIALS: 5.5%
18,500 Alcoa, Inc. .................................. $ 212,935
142,474 Domtar Corp. (a) ............................. 353,336
11,000 Dow Chemical Co. (The) ....................... 293,370
30,000 Freeport-McMoRan Copper & Gold, Inc. ......... 873,000
50,000 International Paper Co. ...................... 861,000
14,300 Monsanto Co. ................................. 1,272,414
27,000 Newmont Mining Corp. ......................... 711,180
40,000 Potash Corp. of Saskatchewan ................. 3,410,400
5,950 Praxair, Inc. ................................ 387,642
20,000 Vulcan Materials Co. ......................... 1,085,600
21,078 Weyerhaeuser Co. ............................. 805,601
------------
10,266,478
------------
TELECOMMUNICATION SERVICES: 1.0%
61,700 NeuStar, Inc. - Class A (a) .................. 1,215,490
219,950 Sprint Nextel Corp. .......................... 688,444
------------
1,903,934
------------
TOTAL COMMON STOCKS
(Cost $221,104,808) ....................................... 173,728,130
------------

Principal
Amount
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 5.0%
$ 9,282,730 Dreyfus Treasury Prime Cash Management ....... $ 9,282,730
(Cost $9,282,730) ------------

TOTAL INVESTMENTS
(Cost $230,387,538): 97.9% .................................. 183,010,860
Other Assets in Excess of Liabilities: 2.1% ................... 3,960,291
------------
TOTAL NET ASSETS: 100.0% ...................................... $186,971,151
============

- --------------
Percentages are stated as a percent of net
assets.
ADR - American Depository Receipt.
CHF - Swiss Security.
(a) Non Income Producing.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
--------------------------------------------------------------------
OCTOBER 31, 2008

Shares Value
- --------------------------------------------------------------------------------
COMMON STOCKS: 94.9%

CONSUMER DISCRETIONARY: 10.6%
250,000 99 Cents Only Stores (a) ..................... $ 3,050,000
64,000 Amazon.com, Inc. (a) ......................... 3,663,360
200,000 Bed Bath & Beyond, Inc. (a) .................. 5,154,000
617,400 CarMax, Inc. (a) ............................. 6,556,788
40,000 Carnival Corp. ............................... 1,016,000
74,500 DIRECTV Group, Inc. (The) (a) ................ 1,630,805
360,000 Dress Barn, Inc. (a) ......................... 3,441,600
261,000 Gentex Corp. ................................. 2,502,990
67,150 Kohl's Corp. (a) ............................. 2,358,979
170,000 Mattel, Inc. ................................. 2,553,400
420,000 Quiksilver, Inc. (a) ......................... 1,087,800
288,000 Sony Corp. - ADR ............................. 6,693,120
128,250 TJX Cos, Inc. ................................ 3,431,970
30,000 Viacom, Inc. (a) ............................. 606,600
3,500 Walt Disney Co. (The) ........................ 90,650
------------
43,838,062
------------
CONSUMER STAPLES: 0.3%
20,800 Procter & Gamble Co. ......................... 1,342,432
------------

ENERGY: 5.4%
122,000 Arch Coal, Inc. .............................. 2,612,020
40,000 EnCana Corp. ................................. 2,036,400
85,000 EOG Resources, Inc. .......................... 6,878,200
80,000 National Oilwell Varco, Inc. (a) ............. 2,391,200
160,000 Oceaneering International, Inc. (a) .......... 4,507,200
76,100 Schlumberger Ltd. ............................ 3,930,565
------------
22,355,585
------------
FINANCIALS: 5.5%
66,736 Bank of New York Mellon Corp. (The) .......... 2,175,594
2,000 Berkshire Hathaway, Inc. - Class B (a) ....... 7,680,000
29,000 Chubb Corp. .................................. 1,502,780
50,000 Hanmi Financial Corp. ........................ 200,000
310,250 Marsh & McLennan Cos, Inc. ................... 9,096,530
120,000 Progressive Corp. (The) ...................... 1,712,400
------------
22,367,304
------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 -- (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
HEALTH CARE: 30.9%
180,000 Abiomed, Inc. (a) ............................ $ 2,624,400
523,800 Accuray, Inc. (a) ............................ 3,310,416
275,500 Affymetrix, Inc. (a) ......................... 1,016,595
251,900 Amgen, Inc. (a) .............................. 15,086,291
91,000 Biogen Idec, Inc. (a) ........................ 3,872,050
179,500 BioMarin Pharmaceuticals, Inc. (a) ........... 3,288,440
487,300 Boston Scientific Corp. (a) .................. 4,400,319
944,100 Conceptus, Inc. (a) .......................... 15,294,420
541,600 Eli Lilly & Co. .............................. 18,316,912
20,000 Genentech, Inc. (a) .......................... 1,658,800
150,000 GlaxoSmithKline PLC - ADR .................... 5,805,000
26,000 Johnson & Johnson ............................ 1,594,840
140,000 Kinetic Concepts, Inc. (a) ................... 3,389,400
320,000 Medtronic, Inc. .............................. 12,905,600
290,000 Micrus Endovascular Corp. (a) ................ 3,422,000
279,500 Novartis AG - ADR ............................ 14,251,705
120,000 OraSure Technologies, Inc. (a) ............... 553,200
63,300 Roche Holding AG - CHF ....................... 9,650,289
16,800 Sepracor, Inc. (a) ........................... 223,776
110,000 SurModics, Inc. (a) .......................... 2,915,000
83,000 Waters Corp. (a) ............................. 3,635,400
------------
127,214,853
------------
INDUSTRIALS: 9.6%
550,000 AMR Corp. (a) ................................ 5,615,500
176,000 C. H. Robinson Worldwide, Inc. ............... 9,113,280
13,700 Caterpillar, Inc. ............................ 522,929
130,000 Expeditors International Washington, Inc. .... 4,244,500
18,500 FedEx Corp. .................................. 1,209,345
282,750 JetBlue Airways Corp. (a) .................... 1,569,262
140,000 McDermott International, Inc. (a) ............ 2,398,200
59,400 Pall Corp. ................................... 1,568,754
706,700 Southwest Airlines Co. ....................... 8,324,926
95,200 United Parcel Service, Inc. .................. 5,024,656
------------
39,591,352
------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 -- (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY: 31.3%
59,950 Accenture Ltd. - Class A ..................... $ 1,981,348
20,000 Adobe Systems, Inc. (a) ...................... 532,800
140,000 Akamai Technologies, Inc. (a) ................ 2,013,200
320,000 Altera Corp. ................................. 5,552,000
183,700 Applied Materials, Inc. ...................... 2,371,567
282,544 ASML Holding N.V. - ADR ...................... 4,958,647
341,900 Avid Technology, Inc. (a) .................... 5,070,377
138,900 Avocent Corp. (a) ............................ 2,086,278
1,126,500 Brocade Communications Sys, Inc. (a) ......... 4,246,905
30,000 Cisco Systems, Inc. (a) ...................... 533,100
245,000 Corning, Inc. ................................ 2,653,350
194,700 Cree, Inc. (a) ............................... 3,821,961
37,000 Cymer, Inc. (a) .............................. 905,390
796,100 EMC Corp. (a) ................................ 9,378,058
360,000 Flextronics International Ltd. (a) ........... 1,504,800
541,200 FormFactor, Inc. (a) ......................... 9,427,704
26,300 Google, Inc. - Class A (a) ................... 9,451,168
20,000 Hewlett-Packard Co. .......................... 765,600
200,000 Intel Corp. .................................. 3,200,000
160,000 Intersil Corp. - Class A ..................... 2,190,400
300,000 Intuit, Inc. (a) ............................. 7,518,000
85,000 KLA-Tencor Corp. ............................. 1,976,250
420,000 L.M. Ericsson Telephone Co. - ADR ............ 2,969,400
49,000 McAfee, Inc. (a) ............................. 1,594,950
127,200 Micron Technology, Inc. (a) .................. 599,112
260,600 Microsoft Corp. .............................. 5,819,198
200,000 Motorola, Inc. ............................... 1,074,000
49,670 Nortel Networks Corp. (a) .................... 62,087
280,000 Nuance Communications, Inc. (a) .............. 2,562,000
200,000 NVIDIA Corp. (a) ............................. 1,752,000
224,900 Oracle Corp. (a) ............................. 4,113,421
50,600 QUALCOMM, Inc. ............................... 1,935,956
379,800 Rambus, Inc. (a) ............................. 3,475,170
61,450 Research In Motion Ltd. (a) .................. 3,098,924
151,800 SanDisk Corp. (a) ............................ 1,349,502
8,400 Silicon Laboratories, Inc. (a) ............... 218,064
180,000 Stratasys, Inc. (a) .......................... 2,174,400

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 -- (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY (CONTINUED)
291,700 Symantec Corp. (a) ........................... $ 3,669,586
290,000 Texas Instruments, Inc. ...................... 5,672,400
24,000 Trimble Navigation Ltd. (a) .................. 493,680
180,000 Xilinx, Inc. ................................. 3,315,600
67,200 Yahoo!, Inc. (a) ............................. 861,504
------------
128,949,857
------------
MATERIALS: 0.5%
14,000 Monsanto Co. ................................. 1,245,720
14,000 Praxair, Inc. ................................ 912,100
------------
2,157,820
------------
TELECOMMUNICATION SERVICES: 0.8%
121,800 NeuStar, Inc. - Class A (a) .................. 2,399,460
284,550 Sprint Nextel Corp. .......................... 890,642
------------
3,290,102
------------
TOTAL COMMON STOCKS
(Cost $537,347,990) .......................... 391,107,367
------------

Principal
Amount
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 5.0%
$ 20,732,351 Dreyfus Treasury Prime Cash Management ....... $ 20,732,351
(Cost $20,732,351) ------------

TOTAL INVESTMENTS
(Cost $558,080,341): 99.9% .................................... 411,839,718
Other Assets in Excess of Liabilities: 0.1% ................... 540,138
------------
TOTAL NET ASSETS: 100.0% ...................................... $412,379,856
============

- -----------
Percentages are stated as a percent of net assets.
ADR - American Depository Receipt.
CHF - Swiss Security.
(a) Non Income Producing.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
--------------------------------------------------------------------
OCTOBER 31, 2008

Shares Value
- --------------------------------------------------------------------------------
COMMON STOCKS: 93.8%

CONSUMER DISCRETIONARY: 4.9%
158,300 AC Moore Arts & Crafts, Inc. (a) ............. $ 440,074
63,000 Amazon.com, Inc. (a) ......................... 3,606,120
263,400 CarMax, Inc. (a) ............................. 2,797,308
74,400 DIRECTV Group, Inc. (The) (a) ................ 1,628,616
140,000 Gentex Corp. ................................. 1,342,600
439,200 Quiksilver, Inc. (a) ......................... 1,137,528
------------
10,952,246
------------
CONSUMER STAPLES: 4.3%
756,300 American Italian Pasta Co. - Class A (a) ..... 9,642,825
------------
ENERGY: 3.5%
60,000 Arch Coal, Inc. .............................. 1,284,600
44,000 EOG Resources, Inc. .......................... 3,560,480
40,000 National Oilwell Varco, Inc. (a) ............. 1,195,600
68,000 Oceaneering International, Inc. (a) .......... 1,915,560
------------
7,956,240
------------
FINANCIAL: 1.3%
49,400 Hanmi Financial Corp. ........................ 197,600
486,520 MarketAxess Holdings, Inc. (a) ............... 2,782,894
------------
2,980,494
------------
HEALTH CARE: 34.4%
390,000 Abiomed, Inc. (a) ............................ 5,686,200
275,000 Accuray, Inc. (a) ............................ 1,738,000
222,000 Affymetrix, Inc. (a) ......................... 819,180
33,000 Biogen Idec, Inc. (a) ........................ 1,404,150
198,900 BioMarin Pharmaceuticals, Inc. (a) ........... 3,643,848
650,700 Boston Scientific Corp. (a) .................. 5,875,821
610,000 Cardica, Inc. (a) ............................ 3,312,300
150,900 Cepheid, Inc. (a) ............................ 1,791,183
759,550 Conceptus, Inc. (a) .......................... 12,304,710
192,000 Dendreon Corp. (a) ........................... 944,640
1,435,000 Dyax Corp. (a) ............................... 4,807,250
60,000 ev3, Inc. (a) ................................ 388,200
20,000 Genentech, Inc. (a) .......................... 1,658,800
174,300 Kinetic Concepts, Inc. (a) ................... 4,219,803

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 -- (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
HEALTH CARE (CONTINUED)
1,537,400 Medarex, Inc. (a) ............................ $ 10,807,922
315,000 Micrus Endovascular Corp. (a) ................ 3,717,000
272,900 OraSure Technologies, Inc. (a) ............... 1,258,069
1,063,900 Pharmacyclics, Inc. (a) ...................... 1,393,709
56,800 Roche Holding AG - CHF ....................... 8,659,343
41,450 Sepracor, Inc. (a) ........................... 552,114
94,000 SurModics, Inc. (a) .......................... 2,491,000
------------
77,473,242
------------
INDUSTRIALS: 7.6%
128,000 Alaska Air Group, Inc. (a) ................... 3,161,600
350,000 AMR Corp. (a) ................................ 3,573,500
50,000 C. H. Robinson Worldwide, Inc. ............... 2,589,000
243,825 JetBlue Airways Corp. (a) .................... 1,353,229
53,000 Monster Worldwide, Inc. (a) .................. 754,720
37,900 Pall Corp. ................................... 1,000,939
286,300 Southwest Airlines Co. ....................... 3,372,614
90,000 US Airways Group, Inc. (a) ................... 912,600
60,000 Vitran Corp, Inc. (a) ........................ 533,400
------------
17,251,602
------------
INFORMATION TECHNOLOGY: 36.3%
131,000 Akamai Technologies, Inc. (a) ................ 1,883,780
370,000 Altera Corp. ................................. 6,419,500
283,288 ASML Holding N.V. - ADR ...................... 4,971,705
260,400 Avid Technology, Inc. (a) .................... 3,861,732
225,800 Avocent Corp. (a) ............................ 3,391,516
1,473,400 Brocade Communications Sys, Inc. (a) ......... 5,554,718
145,600 Cree, Inc. (a) ............................... 2,858,128
96,500 Cymer, Inc. (a) .............................. 2,361,355
90,000 eBay, Inc. (a) ............................... 1,374,300
180,000 EMC Corp. (a) ................................ 2,120,400
77,500 Emulex Corp. (a) ............................. 736,250
130,000 FARO Technologies, Inc. (a) .................. 1,972,100
503,800 FormFactor, Inc. (a) ......................... 8,776,196
12,100 Google, Inc. (a) ............................. 4,348,256
250,000 Guidance Software, Inc. (a) .................. 712,500
93,800 Intermec, Inc. (a) ........................... 1,216,586

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
- --------------------------------------------------------------------------------
OCTOBER 31, 2008 -- (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY (CONTINUED)
200,000 Intuit, Inc. (a) ............................. $ 5,012,000
165,300 KLA-Tencor Corp. ............................. 3,843,225
60,000 McAfee, Inc. (a) ............................. 1,953,000
156,500 Micron Technology, Inc. (a) .................. 737,115
63,000 Nortel Networks Corp. (a) .................... 78,750
220,000 Nuance Communications, Inc. (a) .............. 2,013,000
186,550 NVIDIA Corp. (a) ............................. 1,634,178
296,800 Rambus, Inc. (a) ............................. 2,715,720
46,900 Research In Motion Ltd. (a) .................. 2,365,167
96,700 SanDisk Corp. (a) ............................ 859,663
6,000 Silicon Laboratories, Inc. (a) ............... 155,760
214,300 SonicWALL, Inc. (a) .......................... 960,064
242,400 Stratasys, Inc. (a) .......................... 2,928,192
180,900 Symantec Corp. (a) ........................... 2,275,722
32,000 Trimble Navigation Ltd. (a) .................. 658,240
77,800 Yahoo!, Inc. (a) ............................. 997,396
------------
81,746,214
------------
TELECOMMUNICATION SERVICES: 1.5%
130,500 NeuStar, Inc. - Class A (a) .................. 2,570,850
296,700 Sprint Nextel Corp. .......................... 928,671
------------
3,499,521
------------
TOTAL COMMON STOCKS
(Cost $311,563,277) .......................... 211,502,384
------------

Principal
Amount
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 6.0%
$ 13,518,579 Dreyfus Treasury Prime Cash Management $ 13,518,579
(Cost $13,518,579) ------------
TOTAL INVESTMENTS
(Cost $325,081,856): 99.8% 225,020,963
Other Assets in Excess of Liabilities: 0.2% 407,347
------------
TOTAL NET ASSETS: 100.0% $225,428,310
============

- --------
Percentages are stated as a percent of net assets.
ADR - American Depository Receipt.
CHF - Swiss Security.
(a) Non Income Producing.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
25

STATEMENTS OF ASSETS AND LIABILITIES
PRIMECAP ODYSSEY FUNDS
-----------------------------------------------------------------------------
OCTOBER 31, 2008
PRIMECAP PRIMECAP PRIMECAP
ODYSSEY ODYSSEY ODYSSEY AGGRESSIVE
STOCK FUND GROWTH FUND GROWTH FUND
---------- ----------- -----------

ASSETS

Investments, at cost ................. $ 230,387,538 $ 558,080,341 $ 325,081,856
============= ============= =============

Investments, at value ................ $ 183,010,860 $ 411,839,718 $ 225,020,963
Receivables:
Securities sold .................... 1,050,258 2,227,781 297,467
Dividends and interest ............. 215,314 394,938 80,692
Fund shares sold ................... 3,788,830 1,704,773 824,349
Prepaid expenses and other assets .... 35,722 53,455 43,398
------------- ------------- -------------
Total assets ....................... 188,100,984 416,220,665 226,266,869
------------- ------------- -------------

LIABILITIES
Payable for securities purchased ... 536,416 2,579,872 80,763
Payable for fund shares repurchased 205,906 419,360 250,632
Payable to advisor (Note 5) ........ 285,171 679,500 379,125
Payable to the custodian ........... 13,856 29,808 16,337
Other accrued expenses & liabilities 88,484 132,269 111,702
------------- ------------- -------------
Total liabilities ................. 1,129,833 3,840,809 838,559
------------- ------------- -------------

NET ASSETS ........................... $ 186,971,151 $ 412,379,856 $ 225,428,310
============= ============= =============

Number of shares issued and
outstanding (unlimited shares
authorized, $0.01 par value) ....... 18,503,767 40,960,083 23,820,611
============= ============= =============

NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE ......... $ 10.10 $ 10.07 $ 9.46
============= ============= =============

COMPONENTS OF NET ASSETS
Paid-in capital .................... $ 238,379,276 $ 559,433,280 $ 328,934,428
Undistributed net investment
income/(loss) ..................... 893,333 874,008 --
Accumulated net realized loss
on investments .................... (4,924,780) (1,686,809) (3,445,225)
Accumulated net unrealized
depreciation on investments ....... (47,376,678) (146,240,623) (100,060,893)
------------- ------------- -------------
Net assets ....................... $ 186,971,151 $ 412,379,856 $ 225,428,310
============= ============= =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

STATEMENTS OF OPERATIONS
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008

PRIMECAP PRIMECAP PRIMECAP
ODYSSEY ODYSSEY ODYSSEY AGGRESSIVE
STOCK FUND GROWTH FUND GROWTH FUND
---------- ----------- -----------

INVESTMENT INCOME

Income
Dividends (net of foreign taxes
withheld of $80,662, $144,151,
and $48,030, respectively) ....... $ 2,429,828 $ 4,097,749 $ 639,385
Interest income ................... 238,416 623,076 295,220
------------- ------------- -------------
Total income ..................... 2,668,244 4,720,825 934,605
------------- ------------- -------------
Expenses
Advisory fees ..................... 1,178,462 2,713,422 1,634,513
Fund administration and
accounting costs ................. 134,500 315,142 192,554
Professional fees ................. 58,945 85,969 71,129
Shareholder servicing fees
and expenses ..................... 125,550 157,025 166,375
Federal and State Registration fees 31,392 32,706 37,793
Custody fees ...................... 26,488 51,823 36,248
Trustee fees and expenses ......... 24,477 25,390 24,226
Printing and mailing .............. 17,230 29,901 53,816
Other expenses .................... 20,748 49,395 33,024
------------- ------------- -------------
Total expenses ................... 1,617,792 3,460,773 2,249,678
------------- ------------- -------------
NET INVESTMENT INCOME (LOSS) ..... 1,050,452 1,260,052 (1,315,073)
------------- ------------- -------------
CHANGE IN REALIZED AND
UNREALIZED GAIN
ON INVESTMENTS
Net realized loss on investments .... (4,884,429) (1,685,524) (3,398,525)
------------- ------------- -------------
Net unrealized depreciation
on investments .................... (72,983,012) (210,303,550) (146,850,322)
------------- ------------- -------------
Net realized and unrealized loss
on investments .................... (77,867,441) (211,989,074) (150,248,847)
------------- ------------- -------------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS ......... $ (76,816,989) $(210,729,022) $(151,563,920)
============= ============= =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

STATEMENT OF CHANGES IN NET ASSETS
PRIMECAP ODYSSEY STOCK FUND
---------------------------------------------------------------------------

YEAR ENDED YEAR ENDED
OCTOBER 31, 2008 OCTOBER 31, 2007
---------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS

Net investment income .......................... $ 1,050,452 $ 918,714
Net realized gain (loss) on investments ........ (4,884,429) 1,731,207
Net unrealized appreciation (depreciation)
on investments ............................... (72,983,012) 16,329,193
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS .................... (76,816,989) 18,979,114
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income .......................... (1,004,697) (283,401)
Realized gain on investments ................... (1,730,950) (549,042)
------------- -------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS ........... (2,735,647) (832,443)
------------- -------------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ...................... 105,717,172 122,435,134
Proceeds from reinvestment of distribution ..... 2,729,618 794,364
Cost of shares redeemed ........................ (58,327,033) (13,355,576)
Redemption fee proceeds ........................ 16,796 12,526
------------- -------------
NET INCREASE FROM CAPITAL SHARE TRANSACTIONS 50,136,553 109,886,448
------------- -------------

TOTAL INCREASE (DECREASE) IN NET ASSETS .......... (29,416,083) 128,033,119

NET ASSETS
Beginning of year .............................. 216,387,234 88,354,115
------------- -------------
End of year (including undistributed net
investment income of $893,333 and $846,919,
respectively) .................................. $ 186,971,151 $ 216,387,234
============= =============

CHANGE IN CAPITAL SHARES
Shares Outstanding, beginning of year .......... 14,221,625 6,553,093
------------- -------------
Shares sold ................................... 8,671,951 8,521,970
Shares issued on reinvestment of distributions 195,812 57,688
Shares repurchased ............................ (4,585,621) (911,126)
------------- -------------
Net increase in capital shares ............... 4,282,142 7,668,532
------------- -------------
Shares Outstanding, end of year ................ 18,503,767 14,221,625
============= =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

STATEMENT OF CHANGES IN NET ASSETS
PRIMECAP ODYSSEY GROWTH FUND
-------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED
OCTOBER 31, 2008 OCTOBER 31, 2007
---------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS

Net investment income ............................... $ 1,260,052 $ 1,047,907
Net realized gain on investments .................... (1,685,524) 1,319,799
Net unrealized appreciation (depreciation)
on investments ..................................... (210,303,550) 47,397,293
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ......................... (210,729,022) 49,764,999
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ............................... (1,327,014) (330,728)
Realized gain on investments ........................ (1,320,226) (2,361,145)
------------- -------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS ................ (2,647,240) (2,691,873)
------------- -------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ........................... 219,128,199 306,329,318
Proceeds from reinvestment of distribution .......... 2,590,543 2,668,390
Cost of shares redeemed ............................. (108,029,238) (46,321,761)
Redemption fee proceeds ............................. 50,321 44,097
Other capital contributions ......................... -- 13,908
------------- -------------
NET INCREASE FROM CAPITAL SHARE TRANSACTIONS ....... 113,739,825 262,733,952
------------- -------------

TOTAL INCREASE (DECREASE) IN NET ASSETS ............ (99,636,437) 309,807,078

NET ASSETS
Beginning of period ................................. 512,016,293 202,209,215
------------- -------------
End of period (including undistributed net investment
income of $874,008 and $940,339, respectively) ..... $ 412,379,856 $ 512,016,293
============= =============
CHANGE IN CAPITAL SHARES
Shares Outstanding, beginning of year ............... 32,598,060 14,690,643
------------- -------------
Shares sold ........................................ 16,494,850 20,886,040
Shares issued on reinvestment of distributions ..... 180,904 191,009
Shares repurchased ................................. (8,313,731) (3,169,632)
------------- -------------
Net increase in capital shares .................... 8,362,023 17,907,417
------------- -------------
Shares Outstanding, end of year ..................... 40,960,083 32,598,060
============= =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

STATEMENT OF CHANGES IN NET ASSETS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
-------------------------------------------------------------------------

YEAR ENDED YEAR ENDED
OCTOBER 31, 2008 OCTOBER 31, 2007
---------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS

Net investment loss ........................... $ (1,315,073) $ (666,698)
Net realized gain (loss) on investments ....... (3,398,525) 2,761,913
Net unrealized appreciation (depreciation)
on investments ............................... (146,850,322) 35,345,050
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... (151,563,920) 37,440,265
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
Realized gain on investments .................. (2,095,284) (2,133,775)
------------- -------------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ..................... 95,788,080 276,071,965
Proceeds from reinvestment of distribution .... 2,053,073 2,101,368
Cost of shares redeemed ....................... (94,028,746) (58,191,283)
Redemption fee proceeds ....................... 41,578 53,191
------------- -------------
NET INCREASE FROM CAPITAL SHARE TRANSACTIONS . 3,853,985 220,035,241
------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ...... (149,805,219) 255,341,731

NET ASSETS
Beginning of year ............................. 375,233,529 119,891,798
------------- -------------
End of year ................................... $ 225,428,310 $ 375,233,529
============= =============

CHANGE IN CAPITAL SHARES
Shares Outstanding, beginning of year ......... 23,401,238 8,614,450
------------- -------------
Shares sold .................................. 7,717,895 18,456,545
Shares issued on reinvestment of distributions 146,753 145,928
Shares repurchased ........................... (7,445,275) (3,815,685)
------------- -------------
Net increase in capital shares .............. 419,373 14,786,788
------------- -------------
Shares Outstanding, end of year ............... 23,820,611 23,401,238
============= =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
PRIMECAP ODYSSEY STOCK FUND
-------------------------------------------------------------------------------
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD THE FOLLOWING
INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
AND NOTES THERETO APPEARING ELSEWHERE IN THIS ANNUAL REPORT.

YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2008 2007 2006 2005(2)
---- ---- ---- -------

Net asset value, beginning of period ... $ 15.22 $ 13.48 $ 11.48 $ 10.00
-------- -------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ......... 0.06 0.07 0.03 (0.01)
Net realized and unrealized
gain (loss) on investments .......... (4.99) 1.79 1.97 1.49
-------- -------- ------- -------
Total from investment operations ....... (4.93) 1.86 2.00 1.48
-------- -------- ------- -------
LESS DISTRIBUTIONS:
Dividends from net investment income . (0.07) (0.04) 0.00(1) 0.00
Distributions from realized gain ..... (0.12) (0.08) 0.00(1) 0.00
-------- -------- ------- -------
Total distributions .................... (0.19) (0.12) 0.00 0.00
-------- -------- ------- -------
Redemption fee proceeds ................ 0.00(1) 0.00(1) 0.00(1) 0.00(1)
-------- -------- ------- -------
Net asset value, end of period ......... $ 10.10 $ 15.22 $ 13.48 $ 11.48
======== ======== ======= =======

Total return ........................... (32.73%) 13.88% 17.48% 14.80%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) . $ 187.0 $ 216.4 $ 88.4 $ 30.1

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived and expenses
absorbed or recouped ................ 0.79% 0.81% 0.99% 1.80%
After fees waived and expenses
absorbed or recouped ................ 0.79% 0.81% 0.99% 1.25%

RATIO OF NET INVESTMENT INCOME
(LOSS) TO AVERAGE NET ASSETS ......... 0.51% 0.59% 0.41% (0.11%)

Portfolio turnover rate ................ 9.66% 5.87% 4.09% 12.46%

- ---------
(1) Amount represents less than $0.01 per share.
(2) Commenced operations on November 1, 2004.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
PRIMECAP ODYSSEY GROWTH FUND
-------------------------------------------------------------------------------
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD THE FOLLOWING
INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
AND NOTES THERETO APPEARING ELSEWHERE IN THIS ANNUAL REPORT.

YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2008 2007 2006 2005(2)
---- ---- ---- -------

Net asset value, beginning of period $ 15.71 $ 13.76 $ 11.62 $ 10.00
------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ......... 0.03 0.04 0.01 (0.01)
Net realized and unrealized
gain (loss) on investments .......... (5.59) 2.07 2.14 1.63
------- -------- -------- --------
Total from investment operations ....... (5.56) 2.11 2.15 1.62
------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income . (0.04) (0.02) 0.00(1) 0.00
Distributions from realized gain ..... (0.04) (0.14) (0.01) 0.00
------- -------- -------- --------
Total distributions .................... (0.08) (0.16) (0.01) 0.00
------- -------- -------- --------
Redemption fee proceeds ................ 0.00(1) 0.00(1) 0.00(1) 0.00(1)
------- -------- -------- --------
Net asset value, end of period ......... $ 10.07 $ 15.71 $ 13.76 $ 11.62
======= ======== ======== =========

Total return ........................... (35.55%) 15.46% 18.49% 16.20%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) . $ 412.4 $ 512.0 $ 202.2 $ 46.6

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived and expenses
absorbed or recouped ................ 0.71% 0.75% 0.89% 1.79%
After fees waived and expenses
absorbed or recouped ................ 0.71% 0.75% 0.89% 1.25%
RATIO OF NET INVESTMENT INCOME
(LOSS) TO AVERAGE NET ASSETS ......... 0.26% 0.30% 0.19% (0.27%)

Portfolio turnover rate ................ 12.72% 4.83% 6.87% 8.84%

- -----------
(1) Amount represents less than $0.01 per share.
(2) Commenced operations on November 1, 2004.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
-------------------------------------------------------------------------------
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD THE FOLLOWING
INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
AND NOTES THERETO APPEARING ELSEWHERE IN THIS ANNUAL REPORT.

YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2008 2007 2006 2005(2)
---- ---- ---- -------

Net asset value, beginning of period ... $ 16.03 $ 13.92 $ 11.24 $ 10.00

INCOME FROM INVESTMENT OPERATIONS:
Net investment loss .................. (0.06) (0.03) (0.02) (0.06)
Net realized and unrealized
gain (loss) on investments .......... (6.42) 2.34 2.70 1.30
Total from investment operations ....... (6.48) 2.31 2.68 1.24

LESS DISTRIBUTIONS:
Distributions from realized gain ..... (0.09) (0.20) 0.00 0.00
Total distributions .................... (0.09) (0.20) 0.00 0.00

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

Net asset value, end of period ......... $ 9.46 $ 16.03 $ 13.92 $ 11.24

Total return ........................... (40.60%) 16.76% 23.84% 12.40%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) . $ 225.4 $ 375.2 $ 119.9 $ 22.8

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived and expenses
absorbed or recouped ................ 0.78% 0.78% 0.99% 1.82%
After fees waived and expenses
absorbed or recouped ................ 0.78% 0.78% 0.99% 1.25%

RATIO OF NET INVESTMENT LOSS
TO AVERAGE NET ASSETS ................ (0.46%) (0.25%) (0.33%) (0.82%)

Portfolio turnover rate ................ 24.32% 6.02% 12.30% 7.38%

- -----------
(1) Amount represents less than $0.01 per share.
(2) Commenced operations on November 1, 2004.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008

(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.
The Funds commenced operations on November 1, 2004.

Each Fund's investment objective is to provide long-term capital appreciation.
Each Fund is authorized to issue unlimited shares of beneficial interest. All
shares within each Fund have equal rights with respect to voting.

(2) SIGNIFICANT ACCOUNTING POLICIES

The Funds consistently follow the accounting policies set forth below which are
in conformity with accounting principles generally accepted in the United States
of America.

A. SECURITY VALUATION.
Securities traded on a national securities exchange are valued at the
last reported sales price at the close of regular trading on each day
the exchanges are open for trading. Securities listed on the NASDAQ
Global Market, the NASDAQ Global Select Market, and the NASDAQ Capital
Market are valued using the NASDAQ Official Closing Price, which may
not necessarily represent the last sale price. Quotations of foreign
securities in a foreign currency are valued daily in U.S. dollars on
the basis of the foreign currency exchange rates prevailing at the
time such valuation is determined. Foreign currency exchange rates
generally are determined prior to the close of the New York Stock
Exchange (the "NYSE"). Securities traded on an exchange for which
there have been no sales are valued at the mean between the bid and
asked price. Securities for which quotations are not readily available
are stated at their respective fair values as determined in good faith
by a valuation committee of the Investment Advisor in accordance with
procedures approved by the Trust's board of trustees. In determining
fair value, the Funds take into account all relevant factors and
available information. Consequently, the price of a security used by a
Fund to calculate its net asset value per share ("NAV") may differ
from quoted or published prices for the same security. Fair value
pricing involves subjective judgments and there is no single standard
for determining a security's fair value. As a result, different mutual
funds could reasonably arrive at a different fair value for the same
security. It is possible that the fair value determined for a security
is 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.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008 - (CONTINUED)

Foreign securities are recorded in the financial statements after
translation to U.S. dollars based on the applicable exchange rate at
the end of the period. The Funds do not isolate that portion of the
results of operations arising as a result of changes in the currency
exchange rate from the fluctuations arising as a result of changes in
the market prices of investments during the period.

B. SHARES VALUATION.
The net asset value per share ("NAV") of a Fund is calculated by
dividing the sum of the value of the securities held by the Fund, plus
cash or other assets, minus all liabilities (including estimated
accrued expenses) by the total number of shares outstanding of the
Fund. The result is rounded to the nearest cent. The Funds' shares
will not be priced on the days on which the NYSE is closed for
trading.

C. FOREIGN CURRENCY.
Values of investments denominated in foreign currencies are converted
into U.S. dollars using the spot market rate of exchange at the time
of valuation. Purchases and sales of investments and dividend and
interest income are translated into U.S. dollars using the spot market
rate of exchange prevailing on the respective dates of such
translations. The gain or loss resulting from changes in foreign
exchange rates is included with net realized and unrealized gain or
loss from investments, as appropriate. Foreign securities and currency
transactions may involve certain considerations and risks not
typically associated with those of domestic origin.

D. FEDERAL INCOME TAXES.
Each Fund has elected to be treated as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. The Funds
intend to distribute substantially all of their taxable income and any
capital gains in excess of applicable capital loss carryforwards.
Accordingly, no provision for Federal income taxes has been made in
the accompanying financial statements.

The Funds may be subject to foreign taxes on income, gains on
investments, or currency repatriation, a portion of which may be
recoverable. The Funds will accrue such taxes and recoveries as
applicable based upon their current interpretations of the tax rules
and regulations that exist in the markets in which they invest.

Effective April 30, 2008, the Fund adopted Financial Accounting
Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes, a clarification of FASB Statement No.
109, Accounting for Income Taxes. FIN 48 established financial
reporting rules regarding recognition and measurements of tax
positions taken or expected to be taken on a tax return. The adoption
of FIN 48 had no impact on the Fund's net assets or results of
operations.

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 in proportion to their respective assets or another
appropriate method.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008 - (CONTINUED)

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. Accounting
principles generally accepted in the United States of America require
that permanent financial reporting and tax differences be reclassified
in the capital accounts.

G. USE OF ESTIMATES.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

H. INDEMNIFICATION OBLIGATIONS.
Under the Trust's organizational documents, its current and former
officers and trustees are indemnified against certain liabilities
arising out of the performance of their duties to the Funds. In
addition, in the normal course of business, the Funds enter into
contracts that contain a variety of representations and warranties
that provide general indemnifications. The Funds' maximum exposure
under these arrangements is unknown as this would involve future
claims that may be made against the Funds that have not yet occurred.
Based on experience, the Funds would expect the risk of loss to be
remote.

(3) INVESTMENT TRANSACTIONS

The cost of purchases and the proceeds from sales of securities, excluding
short-term investments, for the year ended October 31, 2008 were as follows:

FUND PURCHASES SALES
- ---- --------- -----
PRIMECAP Odyssey Stock Fund .................. $ 64,458,491 $ 18,880,024
PRIMECAP Odyssey Growth Fund ................. $180,013,414 $ 58,432,730
PRIMECAP Odyssey Aggressive Growth Fund ...... $ 67,277,822 $ 70,192,099

(4) 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.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008 - (CONTINUED)

As of October 31, 2008, the components of capital on a tax basis were as
follows:

PRIMECAP PRIMECAP PRIMECAP
ODYSSEY ODYSSEY ODYSSEY AGGRESSIVE
STOCK FUND GROWTH FUND GROWTH FUND
---------- ----------- -----------

Cost of investments
for tax purposes(a) ........... $ 230,427,435 $ 558,080,341 $ 325,127,403
============= ============= =============
Gross tax unrealized
appreciation .................. 9,874,770 11,783,360 10,913,788
Gross tax unrealized
depreciation .................. (57,291,345) (158,023,983) (111,020,228)
------------- ------------- -------------
Net tax unrealized depreciation . $ (47,416,575) $(146,240,623) $(100,106,440)
============= ============= =============
Currently distributable
ordinary income ............... $ 893,333 $ 874,008 $ --
Currently distributable long-term
capital gain .................. -- -- --
------------- ------------- -------------
Currently total distributable
earnings ...................... $ 893,333 $ 874,008 $ --
------------- ------------- -------------
Other accumulated loss .......... $ (4,884,883) $ (1,686,809) $ (3,399,678)
------------- ------------- -------------
Total accumulated loss .......... $ (51,408,125) $(147,053,424) $(103,506,118)
============= ============= =============

- -----------
(a) At October 31, 2008, the basis of investments for federal income tax
purposes differs from the cost for financial reporting purposes due to
the tax deferral of losses on wash sales.

U.S. Generally Accepted Accounting Principles require that certain components of
net assets relating to permanent differences be reclassified between financial
and tax reporting. These reclassifications have no effect on net assets or net
asset value per share. During the fiscal year ended October 31, 2008 the
reclassifications were as follows:

UNDISTRIBUTED ACCUMULATED
NET INVESTMENT NET REALIZED PAID IN
INCOME LOSS CAPITAL
------ ---- -------
PRIMECAP Odyssey
Stock Fund .................... 659 (659) --
PRIMECAP Odyssey
Growth Fund ................... 631 (631) --
PRIMECAP Odyssey
Aggressive Growth Fund ........ 1,315,073 (354) (1,314,719)

The permanent differences primarily relate to Net Operating Loss and Foreign
Currency adjustments with differing book and tax methods for accounting.

At October 31, 2008, the PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth
Fund, and PRIMECAP Odyssey Aggressive Growth Fund had capital loss carryovers of
$4,884,883, $1,686,809 and $3,399,678, respectively, expiring October 31, 2016.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008 - (CONTINUED)

Tax components of dividends paid during the year ended October 31, 2008 and the
year ended October 31, 2007 were as follows:
OCTOBER 31, 2008
-----------------------------
ORDINARY LONG-TERM
INCOME CAPITAL GAIN
DISTRIBUTIONS DISTRIBUTIONS
------------- -------------
PRIMECAP Odyssey Stock Fund .................... $1,518,217 $1,217,430
PRIMECAP Odyssey Growth Fund ................... $2,159,493 $ 487,747
PRIMECAP Odyssey Aggressive Growth Fund ........ $1,834,245 $ 261,039

OCTOBER 31, 2007
-----------------------------
ORDINARY LONG-TERM
INCOME CAPITAL GAIN
DISTRIBUTIONS DISTRIBUTIONS
------------- -------------
PRIMECAP Odyssey Stock Fund .................... $ 406,744 $ 425,699
PRIMECAP Odyssey Growth Fund ................... $1,637,946 $1,053,927
PRIMECAP Odyssey Aggressive Growth Fund ........ $1,122,121 $1,011,654

The Funds designated as long-term capital gain dividends, pursuant to Internal
Revenue Code 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, 2008.

(5) INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Trust has entered into an investment management agreement with the
Investment Advisor on behalf of each Fund. Under the terms of the agreement,
each of the Funds will pay a fee equal to the following annual percentages of
average net assets:
ASSETS IN
FOR THE FIRST EXCESS OF
$100,000,000 $100,000,000
PER FUND PER FUND
-------- --------
PRIMECAP Odyssey Stock Fund .......................... 0.60% 0.55%
PRIMECAP Odyssey Growth Fund ......................... 0.60% 0.55%
PRIMECAP Odyssey Aggressive Growth Fund .............. 0.60% 0.55%

The Bank of New York Mellon Corporation 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.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2008 - (CONTINUED)

(6) ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") released
Financial Accounting Standard Board Statement No. 157 Fair Value Measurements
("SFAS 157"). SFAS 157 establishes a fair valuation hierarchy to increase
consistency and comparability in fair value measurements and related
disclosures. The fair value hierarchy prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. At this time,
management is evaluating the implications of SFAS 157, and its impact on the
financial statements has not yet been determined.

In March 2008, Statement of Financial Accounting Standards No. 161, "Disclosures
about Derivative Instruments and Hedging Activities" ("SFAS 161") was issued and
is effective for fiscal years beginning after November 15, 2008. SFAS 161 is
intended to improve financial reporting for derivative instruments by requiring
enhanced disclosure that enables investors to understand how and why an entity
uses derivatives, how derivatives are accounted for, and how derivative
instruments affect an entity's results of operations and financial position.
Management is currently evaluating the implications of SFAS 161. The impact on
the Funds' financial statement disclosures, if any, is currently being assessed.

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------

To the Board of Trustees and Shareholders
of PRIMECAP Odyssey Funds:

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of PRIMECAP Odyssey Stock Fund,
PRIMECAP Odyssey Growth Fund, and PRIMECAP Odyssey Aggressive Growth Fund (the
"Funds") at October 31, 2008, the results of each of their operations for the
year then ended, the changes in each of their net assets for each of the two
years in the period then ended and the financial highlights for each of the
periods presented, in conformity with accounting principles generally accepted
in the United States of America. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Funds' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 2008 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS, LLP
San Francisco, California
December 15, 2008

ADDITIONAL INFORMATION
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------
(UNAUDITED)

ADDITIONAL TAX INFORMATION

The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP
Odyssey Aggressive Growth Fund designate 100%, 100% and 63%, respectively, of
ordinary income distributions paid during the fiscal year ended October 31, 2008
as qualified dividend income.

The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP
Odyssey Aggressive Growth Fund designate 82%, 97% and 17%, respectively, of
ordinary income distributions paid during the fiscal year ended October 31, 2008
as dividends qualifying for the dividends received deduction available for
corporate shareholders.

TAX NOTICE

ADDITIONAL INFORMATION FOR FOREIGN SHAREHOLDERS ONLY:

The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP
Odyssey Aggressive Growth Fund designate 47%, 59% and 57%, respectively, of
ordinary income distributions paid during the fiscal year ended October 31, 2008
as interest related dividends under the Internal Revenue Code Section 871
(k)(1)(c).

The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund, and PRIMECAP
Odyssey Aggressive Growth Fund designate 34%, 26% and 100%, respectively, of
ordinary income distributions paid during the fiscal year ended October 31, 2008
as short-term capital gain distributions.

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 http://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, upon request, by calling toll-free 1-800-729-2307. This
information is also available through the SEC's website at http://www.sec.gov.

FORM N-Q DISCLOSURE

The Trust files its complete schedules of portfolio holdings with the SEC for
the first and third quarters of each fiscal year on Form N-Q. The Trust's Form
N-Q is available on the SEC's website at http://www.sec.gov. The Trust's Form
N-Q may be reviewed and copied at the Commission's Public Reference Room in
Washington, DC, and information on the operation of the Public Reference Room
may be obtained by calling 1-800-SEC-0330. This information is also available,
without charge, by calling toll-free 1-800-729-2307.

ADDITIONAL INFORMATION
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
(UNAUDITED), (CONTINUED)

RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

The Funds held a special meeting of shareholders on June 16, 2008 relating to
the election of trustees. The shareholders elected Elizabeth D. Obershaw and
Joseph G. Uzelac as Trustees of the Trust. A total of 60,429,072 shares were
represented at the meeting, either in person or by proxy, constituting 83.1% of
the shares eligible to vote. The voting results were as follows:

For Withheld
--- --------
Elizabeth D. Obershaw 59,371,563 1,057,509
Joseph G. Uzelac 59,981,897 447,175

BOARD APPROVAL OF THE RENEWAL OF THE INVESTMENT ADVISORY AGREEMENT

The Board of Trustees of PRIMECAP Odyssey Funds (the "Trust") is comprised of
five Trustees, four of whom are independent of PRIMECAP Management Company (the
"Investment Advisor"). During the six months ended October 31, 2008, the Board
of Trustees unanimously approved a one-year renewal of the Trust's investment
advisory agreement (the "Investment Advisory Agreement") with the Investment
Advisor.

GENERAL INFORMATION

The following information summarizes the Board's considerations associated with
its review of the Investment Advisory Agreement. In connection with their
deliberations, the Board considered such information and factors as they
believed, in light of the legal advice furnished to them and their own business
judgment, to be relevant. The Investment Advisory Agreement was considered
separately for each Fund, although the Board took into account the common
interests of all the Funds in its review. As described below, the Board
considered the nature, quality and extent of the various services provided to
the Funds by the Investment Advisor as well as the levels of the Funds' advisory
fees and other expenses. In considering these matters, the Board discussed the
renewal of the Investment Advisory Agreement with management and the independent
Trustees met in private sessions with counsel at which no employees of the
Investment Advisor were present.

The Board reviewed extensive materials regarding the investment results of the
Funds, advisory fee and expense comparisons, financial and profitability
information with respect to the Investment Advisor, descriptions of various
functions such as compliance monitoring and portfolio trading practices, and
information about the personnel of the Investment Advisor providing services to
the Funds. They also took into account information they received at past Board
meetings with respect to these matters.

In deciding to approve the renewal of the Investment Advisory Agreement, the
Board and the independent Trustees did not identify a single factor as
controlling and this summary does not describe all of the matters considered.
However, the Board and the independent Trustees concluded that each of the
various factors referred to below favored such approval.

ADDITIONAL INFORMATION
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
(UNAUDITED), (CONTINUED)

NATURE, EXTENT AND QUALITY OF SERVICES

In reviewing the services provided by the Investment Advisor, the Board
discussed the services provided by the Investment Advisor to the Funds under the
Investment Advisory Agreement, including the background, education and
experience of its key portfolio management and operational personnel; its
overall financial strength and stability; its resources and efforts to retain,
attract and motivate capable personnel to serve the Funds; and the overall
general quality and depth of its organization. The Board also took into account
the experience, capability and integrity of the Investment Advisor's senior
management; its investment philosophy and processes, including its brokerage and
trading practices; its disaster recovery and contingency planning; and its
commitment and systems in place with regard to compliance with applicable laws
and regulations.

INVESTMENT PERFORMANCE

The Board assessed the performance of each Fund compared with its respective
benchmark and the average of a peer group of funds (each, a "peer group")
selected by Lipper, Inc. ("Lipper") for the year-to-date and one-year and
three-year periods ended June 30, 2008. The Board also considered the
performance of each Fund compared to its respective benchmark for the
inception-to-date period ended July 31, 2008. The Board made the following
observations in reviewing the Funds' performance:

o The PRIMECAP Odyssey Stock Fund had outperformed the median return of the
funds in the Lipper Multi-Cap Core fund peer group for the year-to-date,
one- and three-year periods ended June 30, 2008 and the S&P 500 Index for
all of those periods and the since-inception period ended July 31, 2008.

o The year-to-date, one-year and three-year total return of the PRIMECAP
Odyssey Growth Fund exceeded the median return of the funds in the Lipper
Multi-Cap Core fund peer group and the S&P 500 Index for the periods
ended June 30, 2008. The return from the Fund's inception through July
31, 2008 was also better than those of the S&P 500 Index and the Russell
1000 Growth Index.

o The performance of the PRIMECAP Odyssey Aggressive Growth Fund lagged the
median return of the funds in the Lipper Multi-Cap Growth fund peer group
for the year-to-date, one-year and three-year periods ended June 30, 2008
and outperformed the S&P 500 Index for all those periods except the
one-year period. The return from the Fund's inception through July 31,
2008 outperformed the S&P 500 Index return but lagged the Russell MidCap
Growth Index return.

The Board noted that although the Funds' returns were negative for the
year-to-date and one-year periods ended June 30, 2008, the Funds' overall
performance was generally better than their comparative measures. The Board and
the independent Trustees concluded that the Investment Advisor continued to
provide high quality management and oversight services to the Funds.

ADDITIONAL INFORMATION
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
(UNAUDITED), (CONTINUED)

ADVISORY FEES AND FUND EXPENSES

The Board reviewed information regarding the advisory fees charged by the
Investment Advisor and total expenses of each of the Funds compared to those of
the funds included in the relevant Lipper peer groups, and observed that those
fees were below the averages of their respective peer groups. The Board also
reviewed the fees charged by the Investment Advisor to other clients, including
other funds to which it served as sub-adviser, and noted that although such fees
were lower than those charged to the Funds, the Investment Advisor provided
additional services to the Funds that it did not provide to other clients.

The Trustees reviewed information regarding the Funds' total expense levels
compared to those in their respective Lipper peer groups and determined that the
Funds' expenses were reasonable and below the averages of the funds in their
respective peer groups. They considered information relating to the Investment
Advisor's costs and profits, and noted that given the Funds' current asset
levels it was unlikely that the Funds provide profits to the Investment Advisor
in excess of its profit margin with respect to other business, or could lead to
significant economies of scale. The Board also considered the benefits received
by the Investment Advisor as a result of its relationship with the Funds,
including investment advisory fees paid to it and the intangible benefits of any
favorable publicity arising in connection with the Funds' performance. The Board
concluded that the advisory fees and expenses of the Funds continued to be
reasonable.

CONCLUSIONS

Based on their review, including their consideration of each of the factors
referred to above, the Board and the independent Trustees concluded that the
compensation payable to the Investment Advisor pursuant to the Investment
Advisory Agreement is fair and reasonable in light of the nature and quality of
the services being provided by the Investment Advisor to the respective Funds
and their shareholders, and that renewal of the Investment Advisory Agreement
was in the best interest of the Funds and their shareholders.

MANAGEMENT
PRIMECAP ODYSSEY FUNDS
--------------------------------------------------------------------
(UNAUDITED)

PORTFOLIO MANAGERS

PRIMECAP Management Company has five portfolio managers who together have more
than 160 years of investment experience. Each of these five individuals manages
a portion of the PRIMECAP Odyssey Stock Fund and the PRIMECAP Odyssey Growth
Fund. The PRIMECAP Odyssey Aggressive Growth Fund is primarily managed by
Messrs. Schow, Kolokotrones, Fried, and Mordecai. A small portion of each Fund's
assets may be managed by individuals in the Investment Advisor's research
department. The portfolio managers primarily responsible for overseeing the
Funds' investments are:

------------------------------------------------------
NAME YEARS OF EXPERIENCE
------------------------------------------------------
Howard B. Schow 52
Mitchell J. Milias 44
Theo A. Kolokotrones 38
Joel P. Fried 23
Alfred W. Mordecai 11
------------------------------------------------------

OFFICERS AND TRUSTEES

The Trust's officers, who administer 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 Trust's
trustees and is available, without charge, by calling 1-800-729-2307 or at the
Funds' web site at www.odysseyfunds.com.

EXECUTIVE OFFICERS. The table below sets forth certain information about each of
the Trust's executive officers.

MANAGEMENT
PRIMECAP ODYSSEY FUNDS
- --------------------------------------------------------------------------------
(UNAUDITED), (CONTINUED)

- ------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE;
NAME, ADDRESS HELD LENGTH OF PRINCIPAL OCCUPATION(S)
(YEAR OF BIRTH) WITH TRUST TIME SERVED DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------
Joel P. Fried Co-Chief Indefinite; Executive Vice President, Director,
225 South Lake Ave., Executive Since 09/04 Portfolio Manager, and Principal Officer
Suite 400, Pasadena, CA and Trustee PRIMECAP Management Company
91101-3005
(1962)
- ------------------------------------------------------------------------------------------------
David H. Van Slooten Chief Financial Indefinite; Executive Vice President, Portfolio Manager,
225 South Lake Ave., Officer and Since 06/04 Financial Analyst, and Principal
Suite 400, Pasadena, CA Secretary PRIMECAP Management Company
91101-3005
(1963)
- ------------------------------------------------------------------------------------------------
Baltej S. Kochar Vice President Indefinite; Vice President, Financial Analyst, and
225 South Lake Ave., and Chief Since 10/04 Principal, PRIMECAP Management
Suite 400, Pasadena, CA Administrative Company (1/04 - Present); Chief
(1970) Executive Officer, The Share Group, Inc.
(9/01 - 1/03)
- ------------------------------------------------------------------------------------------------
Karen Chen Vice President Indefinite; Chief Compliance Officer, Director of
225 South Lake Ave., of Compliance Since 10/04 Compliance and Reporting, PRIMECAP
Suite 400, Pasadena, CA and Chief Compliance Management Company (10/04 - Present);
91101-3005 Officer and Team Lead - Legal and Compliance, Pacific
(1973) AML Officer Investment Management Company (7/02 -
9/04 and 11/97 - 7/99)
- ------------------------------------------------------------------------------------------------

MANAGEMENT
PRIMECAP ODYSSEY FUNDS
(UNAUDITED), (CONTINUED)

"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").

- --------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN
TERM OF FUND OTHER
POSITION(S) OFFICE; COMPLEX DIRECTOR-
NAME, ADDRESS HELD LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY SHIPS HELD
(YEAR OF BIRTH) WITH TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE(1) BY TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Benjamin F. Hammon Chairman of Indefinite; Retired; Director, 3 None
225 South Lake Ave., the Board Since 09/04 Institutional Equity Sales,
Suite 400, Pasadena, CA and Trustee Salomon Smith Barney Inc.
91101-3005 (1963-1998)
(1935)
- --------------------------------------------------------------------------------------------------------------------
Wayne H. Smith Chairman of Indefinite; Retired; President, Wayne 3 None
225 South Lake Ave., the Audit Since 09/04 H. Smith Consulting, Inc.
Suite 400, Pasadena, CA Committee (2002-2007); Vice
91101-3005 and Trustee President, Financial
(1941) Services, Avery Dennison
Corporation (2001-2002);
Vice President, Financial
Services, and Treasurer,
Avery Dennison Corporation
(1999-2001)
- --------------------------------------------------------------------------------------------------------------------
Joseph G. Uzelac Trustee Indefinite; Retired; Managing 3 None
225 South Lake Ave., Since 10/07 Director, Lehman
Suite 400, Pasadena, CA Brothers Global
91101-3005 Investment Bank
(1944) (1988-2007)
- --------------------------------------------------------------------------------------------------------------------
Elizabeth D. Obershaw Trustee Indefinite; Managing Director, 3 None
225 South Lake Ave., Since 06/08 Horsley Bridge
Suite 400, Pasadena, CA Partners (2007-Current);
91101-3005 Vice President and
(1960) Chief Investment Officer,
Hewlett-Packard
Company (1991-2007);
Hewlett-Packard
Company (1983-1991)
- --------------------------------------------------------------------------------------------------------------------

(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.

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.

Joel P. Fried(1) Co-Chief Indefinite; Executive Vice President, 3 None
225 South Lake Ave., Executive Since 09/04 Director, Portfolio
Suite 400, Pasadena, CA Officer and Manager, and Principal
91101-3005 Trustee PRIMECAP
(1962) Management Company
- --------------------------------------------------------------------------------------------------------------------

(1) 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.
(2) Fund Complex includes any funds, series of funds, or trusts that share
the same advisor or that hold themselves out to investors as related
companies.

Investment Advisor
PRIMECAP MANAGEMENT COMPANY
225 South Lake Avenue, Suite 400
Pasadena, California 91101

Distributor
QUASAR DISTRIBUTORS, LLC 615 East
Michigan Street, 4th Floor
Milwaukee, Wisconsin 53202

Custodian
THE BANK OF NEW YORK MELLON CORPORATION
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
PAUL, HASTINGS, JANOFSKY & WALKER LLP
515 South Flower Street
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.

The registrant has adopted a code of ethics that applies to the registrant's
principal executive officer and principal financial officer. The registrant has
not made any amendments to its code of ethics during the period covered by this
report. The registrant has not granted any waivers from any provisions of the
code of ethics during the period covered by this report.

THE REGISTRANT UNDERTAKES TO PROVIDE TO ANY PERSON WITHOUT CHARGE, UPON REQUEST,
A COPY OF ITS CODE OF ETHICS BY MAIL WHEN THEY CALL THE REGISTRANT AT
1-800-729-2307.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant's Board of Trustees has determined that there is at least one
audit committee financial expert serving on its audit committee. Wayne Smith is
the "audit committee financial expert" and is considered to be "independent" as
each term is defined in Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The registrant has engaged its principal accountant to perform audit services,
audit-related services, tax services and other services during the past two
fiscal years. "Audit services" refer to performing an audit of the registrant's
annual financial statements or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years. "Audit-related services" refer to the assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit. "Tax services" refer to professional services rendered
by the principal accountant for tax compliance, tax advice, and tax planning.
There were no "Other services" provided by the principal accountant. The
following table details the aggregate fees billed or expected to be billed for
each of the last two fiscal years for audit fees, audit-related fees, tax fees
and other fees by the principal accountant.

- ----------------------------- ----------------------- -----------------------
FYE 10/31/2008 FYE 10/31/2007
- ----------------------------- ----------------------- -----------------------
Audit Fees $96,000 $81,000
Audit-Related Fees $0 $0
Tax Fees $16,800 $15,750
All Other Fees $0 $0
- ----------------------------- ----------------------- -----------------------

The audit committee has adopted pre-approval policies and procedures that
require the audit committee to pre-approve all audit and non-audit services of
the registrant, including services provided to any entity affiliated with the
registrant.

The percentage of fees billed by PricewaterhouseCoopers LLP applicable to
non-audit services pursuant to waiver of pre-approval requirement were as
follows:

- ----------------------------- ----------------------- -----------------------
FYE 10/31/2008 FYE 10/31/2007
- ----------------------------- ----------------------- -----------------------
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%
- ----------------------------- ----------------------- -----------------------

All of the principal accountant's hours spent on auditing the registrant's
financial statements were attributed to work performed by full-time permanent
employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed
by the registrant's accountant for services to the registrant and to the
registrant's investment adviser (and any other controlling entity, etc.--not
sub-adviser) for the last two years. The audit committee of the board of
trustees/directors has considered whether the provision of non-audit services
that were rendered to the registrant's investment adviser is compatible with
maintaining the principal accountant's independence and has concluded that the
provision of such non-audit services by the accountant has not compromised the
accountant's independence.

- --------------------------------------- ---------------------- -----------------
Non-Audit Related Fees FYE 12/31/2008 FYE 12/31/2007
- --------------------------------------- ---------------------- -----------------
Registrant $16,800 $15,750
Registrant's Investment Adviser $0 $0
- --------------------------------------- ---------------------- -----------------

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to registrants who are not listed issuers (as defined in Rule
10A-3 under the Securities Exchange Act of 1934).

ITEM 6. INVESTMENTS.

(a) Schedule of Investments is included as part of the report to shareholders
filed under Item 1 of this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable to open-end investment companies.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to open-end investment companies.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable to open-end investment companies.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may
recommend nominees to the Registrant's Board of Trustees.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The Registrant's Co-Chief Executive Officers and Chief Financial Officer
have reviewed the Registrant's disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the
"Act")) as of a date within 90 days of the filing of this report, as
required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b)
under the Securities Exchange Act of 1934. Based on their review, such
officers have concluded that the disclosure controls and procedures are
effective in ensuring that information required to be disclosed in this
report is appropriately recorded, processed, summarized and reported and
made known to them by others within the Registrant and by the Registrant's
service 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. Incorporated by
reference to the Registrant's Form N-CSR filed January 5, 2008.

(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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

PRIMECAP ODYSSEY FUNDS

By /S/ JOEL P FRIED
--------------------------------------------------------------
Joel P. Fried, Co-Chief Executive Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

By /S/ HOWARD B. SCHOW
--------------------------------------------------------------
Howard B. Schow, Co-Chief Executive Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

By /S/ THEO A. KOLOKOTRONES
--------------------------------------------------------------
Theo A. Kolokotrones, Co-Chief Executive Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By /S/ JOEL P. FRIED
--------------------------------------------------------------
Joel P. Fried, Co-Chief Executive Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

By /S/ HOWARD B. SCHOW
--------------------------------------------------------------
Howard B. Schow, Co-Chief Executive Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

By /S/ THEO A. KOLOKOTRONES
--------------------------------------------------------------
Theo A. Kolokotrones, Co-Chief Executive Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

By DAVID H. VAN SLOOTEN
--------------------------------------------------------------
David H. Van Slooten, Chief Financial Officer

Date DECEMBER 23, 2008
--------------------------------------------------------------

Print the name and title of each signing officer under his or her signature