As filed with the Securities and Exchange Commission on Jan 6, 2010

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, 2009
----------------

Item 1. Reports to Stockholders.

ANNUAL REPORT
OCTOBER 31, 2009

[LOGO, PRIMECAP ODYSSEY FUNDS]

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

[GRAPHIC] 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 .................... 42
Additional Information ..................................................... 43
Management ................................................................. 47

[GRAPHIC] LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS

DEAR FELLOW SHAREHOLDERS,

For the fiscal year ended October 31, 2009, each of the three PRIMECAP Odyssey
Funds outperformed the unmanaged Standard & Poor's 500 Composite Stock Price
Index (S&P 500). The PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth Fund,
and PRIMECAP Odyssey Aggressive Growth Fund produced total returns of +16.55%,
+21.39%, and +30.34%, respectively. By comparison, the unmanaged S&P 500
produced a total return of +9.80% for the period.

The fiscal year ended October 31, 2009 consisted of two distinct periods of very
different stock market performance. Through early March 2009, the S&P 500
continued its decline, down nearly another 30% on the heels of a 36.1% decline
in fiscal year 2008. The financial crisis that began in mid-2007 intensified,
and economic activity declined sharply in an environment filled with fear and
uncertainty. From November 1, 2008 through early March 2009, each of the funds
declined less than the S&P 500, helped by our holdings in the information
technology sector and our underweight position in financials, the sector with
the largest decline during this period. Since its low in March 2009, the S&P 500
recovered more than 55% as financial markets stabilized and the economy showed
signs of modest improvement. During this rally, returns for the PRIMECAP Odyssey
Growth and PRIMECAP Odyssey Aggressive Growth Funds exceeded those for the S&P
500, while returns for the PRIMECAP Odyssey Stock Fund trailed slightly.
Notably, our minimal position in the financial sector, which has more than
doubled from its lows, has been a detractor to results since March 2009.

For the entire fiscal year, our significant holdings in information technology,
the highest returning sector in the S&P 500, along with our selection of
consumer discretionary stocks and our minimal exposure to the financial sector,
were the largest contributors to relative returns. Our sizeable holdings in
health care were mixed contributors to returns; returns for the health care
sector lagged the S&P 500, but our stock selection in the sector helped results,
boosted by the acquisitions of three holdings, Medarex Inc., Genentech, and
Wyeth, at substantial premiums.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS

The recent acquisition activity reinforces our commitment to the funds'
investments in the health care sector, and we believe the valuations of health
care companies already reflect fairly pessimistic views of the potential impact
of health care reform. Even though returns for the health care sector trailed
the S&P 500 by a considerable margin after various plans for government reform
were introduced in February, we are excited about the opportunity for positive
developments in health care from both global demographic trends and scientific
innovation. We believe the demand for health care products and services will
continue to grow as the global population ages and standards of living in
developing economies improve. Meanwhile, we expect that the considerable
investment in research and development will lead to advances in medical products
and services.

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

PRIMECAP ODYSSEY STOCK FUND

From November 1, 2008 to October 31, 2009, the Stock Fund's total return of
+16.55% exceeded the S&P 500's total return of +9.80%. On a relative basis, our
overweight position and stock selection in the consumer discretionary sector and
our underweight position in the financials benefited the fund. This benefit was
partially offset by our overweight position in the health care sector.

The top three contributors to fund results were retailing companies: Dress Barn,
CarMax, and Amazon.com. Dress Barn (+88.8%) did better than most apparel
retailers as consumers "traded-down" during the recession. We continue to
believe that both CarMax (+85.2%) and Amazon.com (+107.6%) have huge market
share opportunities in their respective markets. The market for used cars
generally lacks price transparency. CarMax's "no-haggle" model is
well-positioned to gain market share in a highly fragmented industry. Amazon.com
continues to benefit from the shift in consumer behavior to online shopping, as
well as the success of its Kindle e-book reader. Fund returns were also helped
by the acquisitions of pharmaceutical company Wyeth and biotechnology firm
Genentech at considerable premiums.

On the negative side were Southwest Airlines, AMR Corp., Medtronic, and Amgen.
Southwest Airlines declined 28.5% and AMR Corp. declined 47.2% as the two
airlines struggled to cope with lower demand for air travel and volatile fuel
prices. Given the high fixed-cost nature of their business, we believe earnings
for both firms should rebound dramatically as air travel volumes recover.
Medtronic, down 9.3%, has experienced modest growth in the sales of its cardiac
rhythmic devices following a product recall in 2008. Amgen, which was our top
contributor in fiscal year 2008, declined 10.5%. In addition to the general
uncertainty regarding potential health care reform, Amgen also encountered
delays in receiving regulatory approval for a new osteoporosis drug.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS

The top 10 holdings, which collectively represent 30.3% of the portfolio at the
period end, are listed below:

PRIMECAP ODYSSEY STOCK FUND ENDING % OF
TOP 10 HOLDINGS AS OF 10/31/09 TOTAL PORTFOLIO*
- --------------------------------------------------------------------------------
Eli Lilly & Co. 4.7
Roche Holding AG 4.0
Novartis AG (ADS) 3.7
Medtronic Inc. 3.2
Amgen Inc. 2.9
Waters Corp. 2.7
Whirlpool Corp. 2.4
CarMax Inc. 2.3
Marsh & McLennan Cos 2.2
EMC Corp. 2.2
- --------------------------------------------------------------------------------
TOTAL % OF PORTFOLIO 30.3

* 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, 2008 to October 31, 2009, the Growth Fund's total return was
+21.39% compared with the S&P 500's total return of +9.80% and the Russell 1000
Growth Index's total return of +17.51%. Our overweight positions and stock
selection in the information technology and consumer discretionary sectors were
the primary reasons for positive returns relative to the S&P 500. Our overweight
position in the health care sector was a negative, but this was offset by
positive stock selection. In particular, the acquisition of biotechnology firm
Medarex by Bristol-Myers Squibb in July at a significant premium was the single
biggest contributor to fund returns.

Top contributors included CarMax (+85.2%), Google (+49.2%), Oceaneering
International (+81.4%), and Cerner Corp. (+104.2%). Oceaneering International is
a provider of engineered products and services to the offshore oil and gas
industry. Cerner Corp. is a health care information technology provider.

Top 10 holdings Medtronic and Amgen were among the largest detractors from the
fund's results. Medtronic, a medical device company, was down 9.3% for the year,
while Amgen was down 10.5%. Other top detractors included Southwest Airlines,
AMR Corp., and Marsh & McLennan.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS

The top 10 holdings, which collectively represent 27.5% of the portfolio at the
period end, are listed below:

PRIMECAP ODYSSEY GROWTH FUND ENDING % OF
TOP 10 HOLDINGS AS OF 10/31/09 TOTAL PORTFOLIO*
- --------------------------------------------------------------------------------
Amgen Inc. 4.1
Eli Lilly & Co. 4.0
Roche Holding AG 3.3
Conceptus Inc. 2.9
Google Inc. (Cl A) 2.8
Medtronic Inc. 2.6
Cepheid 2.1
CarMax Inc. 2.0
Novartis AG (ADS) 1.9
EMC Corp 1.8
- --------------------------------------------------------------------------------
TOTAL % OF PORTFOLIO 27.5

* 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, 2008 to October 31, 2009, the Aggressive Growth Fund's total
return was +30.34%. This compares favorably to the S&P 500's total return of
+9.80% and the Russell Midcap Growth Index's total return of +22.48%. Much of
the outperformance in the Aggressive Growth Fund came from the fund's second and
third largest positions at the beginning of the fiscal year, Medarex and
American Italian Pasta. Medarex (+127.9%) was acquired at a 90% premium by
Bristol-Myers Squibb. American Italian Pasta (+112.5%) continued its recovery
from an earlier fall due to poor financial controls. The company, which is the
largest producer of private label dried pasta in the country, has experienced
strong revenue and profit growth.

The fund's overweight position in the information technology sector and
underweight position in the financial sector also helped results. Favorable
stock selection in the consumer discretionary, information technology, and
financial sectors also contributed positively to fund returns. Dendreon Corp.
(+413.6%), MarketAxess (+107.7%), and Amazon.com (+107.6%) posted some of the
largest gains in the portfolio.

Results in the overweighted health care sector were more mixed as contributions
by Medarex and Dendreon were partially offset by holdings in Cardica, Abiomed,
and BioMarin. Two airline stocks, Southwest Airlines and AMR Corp., were also
among the top five detractors from fund returns. LETTER TO SHAREHOLDERS PRIMECAP
ODYSSEY FUNDS

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS

The top 10 holdings, which collectively represent 32.6% of the portfolio at the
period end, are listed below:

PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND ENDING % OF
TOP 10 HOLDINGS AS OF 10/31/09 TOTAL PORTFOLIO*
- --------------------------------------------------------------------------------
American Italian Pasta Co. (Cl A) 5.5
Roche Holding AG 4.2
Cepheid 4.2
Conceptus Inc. 3.7
Dendreon Corp 3.6
Google Inc. (Cl A) 2.5
FormFactor Inc. 2.3
Electronic Arts Inc. 2.2
Abiomed Inc. 2.2
BioMarin Pharmaceutical Inc. 2.2
- --------------------------------------------------------------------------------
TOTAL % OF PORTFOLIO 32.6

* 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

As we begin fiscal 2010, there are reasons for both optimism and pessimism
regarding the outlook for equities. On the positive side, it appears that the
financial markets have stabilized and the economic outlook is less dire than it
was a year ago. Even after the strong rally in stock markets since March, most
stocks are still trading significantly below their highs in 2007. Yet
troublesome signs regarding the economy remain. While corporations are reporting
improving sales trends, it is not clear if this recovery is sustainable.
Consumers remain under considerable stress as unemployment continues to rise,
home prices remain depressed, and income growth remains anemic. Both businesses
and consumers are still finding it difficult to access credit. The easy credit
and massive buildup in leverage over the past decade leading up to the financial
crisis will take time to unwind.

At the same time, the government has continued to intervene not only in the
financial markets, but also in the broader economy at large. The effectiveness
of the various programs to stimulate the purchase of homes and automobiles and
to adopt renewable energy is uncertain at best, but the costs to taxpayers are
certain. The consequences of these government efforts, whether intended or not,
are likely to influence the investment environment going forward. These actions
tend to benefit certain parts of the economy at the expense of others. The
uncertainty regarding the duration and potential expansion of these programs
makes it difficult to anticipate the full extent of the impact.

LETTER TO SHAREHOLDERS
PRIMECAP ODYSSEY FUNDS

The extensive spending required to fund these programs has also raised concerns
that the current fiscal and monetary policies of the U.S. government may lead to
a rise in inflation and a weaker U.S. dollar in the future. In fact, higher and
more volatile oil and commodity prices and recent U.S. dollar weakness suggest
markets are factoring in these concerns.

Despite our mixed outlook for the next fiscal year, we believe, as always, there
will be attractive investment opportunities. We will continue to rely on
fundamental research to identify companies with revenues and profits that, in
our judgment, will grow more rapidly than the expectations reflected in their
current valuations. In particular, we remain positive about our extensive
investments in the health care and information technology sectors.

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 COMPOSITE STOCK PRICE INDEX is a broad based index of
500 stocks, which is widely recognized as representative of the 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 MIDCAP GROWTH INDEX measures the
performance of those Russell Midcap 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 ARE NOT INTENDED TO BE A FORECAST OF FUTURE EVENTS, A GUARANTEE OF
FUTURE RESULTS, NOR INVESTMENT ADVICE. PAST PERFORMANCE DOES NOT GUARANTEE
FUTURE RESULTS.

(12/09)

[GRAPHIC] 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,
2009, 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.

[The following table was represented as a line chart in the printed material.]

[table]

TOTAL RETURN
PERIOD ENDED OCTOBER 31, 2009
-----------------------------
ANNUALIZED
SINCE INCEPTION
1 YEAR (11/01/04)
------ ---------------
PRIMECAP Odyssey Stock Fund 16.55% 3.79%
S&P 500 Index* 9.80% 0.33%

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, 2009, 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.

[The following table was represented as a line chart in the printed material.]

[table]

TOTAL RETURN
PERIOD ENDED OCTOBER 31, 2009
-----------------------------
ANNUALIZED
SINCE INCEPTION
1 YEAR (11/01/04)
------ ---------------
PRIMECAP Odyssey Growth Fund 21.39% 4.46%
S&P 500 Index* 9.80% 0.33%

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, 2009, 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.

[The following table was represented as a line chart in the printed material.]

[table]

TOTAL RETURN
PERIOD ENDED OCTOBER 31, 2009
-----------------------------
ANNUALIZED
SINCE INCEPTION
1 YEAR (11/01/04)
------ ---------------
PRIMECAP Odyssey Aggressive Growth Fund 30.34% 4.70%
S&P 500 Index* 9.80% 0.33%

[GRAPHIC] 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 for a six month
period beginning April 30, 2009 and held through October 31, 2009.

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 (04/30/09 TO (04/30/09 TO
(04/30/09) (10/31/09) 10/31/09) 10/31/09)
- -----------------------------------------------------------------------------------------------------------

PRIMECAP ODYSSEY STOCK FUND
Actual Performance $1,000.00 $1,192.90 $4.30 0.78%
Hypothetical Performance
(5% return before expenses) $1,000.00 $1,021.28 $3.97 0.78%
PRIMECAP ODYSSEY GROWTH FUND
Actual Performance $1,000.00 $1,211.90 $3.83 0.69%
Hypothetical Performance
(5% return before expenses) $1,000.00 $1,021.74 $3.50 0.69%
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
Actual Performance $1,000.00 $1,244.20 $4.19 0.74%
Hypothetical Performance
(5% return before expenses) $1,000.00 $1,021.47 $3.78 0.74%

- ----------
* Expenses are equal to a fund's annualized expense ratio as indicated,
multiplied by the average account value over the period, multiplied by the
number of days in the most recent fiscal half-year period (184), then
divided by the number of days in the fiscal year (365) to reflect the
one-half year period.

[GRAPHIC] SECTOR BREAKDOWN
PRIMECAP ODYSSEY FUNDS

PRIMECAP ODYSSEY STOCK FUND
- --------------------------------------------------------------------------------
Consumer Discretionary 17.3%
Consumer Staples 1.3%
Energy 5.1%
Financials 4.8%
Health Care 27.3%
Industrials 14.2%
Information Technology 18.8%
Materials 5.1%
Telecommunication Services 0.2%
Short Term Investments and Other Net Assets 5.9%
- --------------------------------------------------------------------------------
TOTAL 100.0%

PRIMECAP ODYSSEY GROWTH FUND
- --------------------------------------------------------------------------------
Consumer Discretionary 9.8%
Consumer Staples 0.2%
Energy 5.6%
Financials 3.1%
Health Care 34.0%
Industrials 8.9%
Information Technology 29.4%
Materials 2.3%
Telecommunication Services 0.1%
Short Term Investments and Other Net Assets 6.6%
- --------------------------------------------------------------------------------
TOTAL 100.0%

The tables above list sector allocations as a percentage of each fund's total
investments as of October 31, 2009. 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 5.5%
Energy 4.2%
Financials 2.0%
Health Care 33.8%
Industrials 7.4%
Information Technology 33.5%
Materials 0.6%
Telecommunication Services 0.2%
Short Term Investments and Other Net Assets 7.9%
- --------------------------------------------------------------------------------
TOTAL 100.0%

The table above lists sector allocations as a percentage of the fund's total
investments as of October 31, 2009. 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.

[GRAPHIC] SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
OCTOBER 31, 2009

Shares Value
- --------------------------------------------------------------------------------
COMMON STOCKS: 94.1%
CONSUMER DISCRETIONARY: 17.3%
27,500 Amazon.com, Inc. (a) .............................. $ 3,267,275
63,700 Bed Bath & Beyond, Inc. (a) ....................... 2,242,877
211,900 CarMax, Inc. (a) .................................. 4,168,073
145,400 Collective Brands, Inc. (a) ....................... 2,697,170
58,500 DIRECTV Group, Inc. (The) (a) ..................... 1,538,550
199,300 Dress Barn, Inc. (a) .............................. 3,597,365
29,200 Kohl's Corp. (a) .................................. 1,670,824
65,200 Mattel, Inc. ...................................... 1,234,236
8,100 Men's Wearhouse, Inc. ............................. 187,677
53,900 Sony Corp. - ADR .................................. 1,584,121
83,650 TJX Cos, Inc. ..................................... 3,124,327
50,000 Walt Disney Co. (The) ............................. 1,368,500
60,900 Whirlpool Corp. ................................... 4,359,831
------------
31,040,826
------------
CONSUMER STAPLES: 1.3%
24,000 Kellogg Co. ....................................... 1,236,960
18,600 Procter & Gamble Co. .............................. 1,078,800
------------
2,315,760
------------
ENERGY: 5.1%
13,000 ConocoPhillips .................................... 652,340
18,600 EnCana Corp. ...................................... 1,030,254
35,800 EOG Resources, Inc. ............................... 2,923,428
33,800 National Oilwell Varco, Inc. (a) .................. 1,385,462
11,200 Noble Energy, Inc. ................................ 735,056
40,534 Schlumberger Ltd. ................................. 2,521,215
------------
9,247,755
------------
FINANCIALS: 4.8%
586 Berkshire Hathaway, Inc. - Class B (a) ............ 1,923,838
27,900 Chubb Corp. ....................................... 1,353,708
100,100 Discover Financial Services ....................... 1,415,414
168,450 Marsh & McLennan Cos, Inc. ........................ 3,951,837
------------
8,644,797
------------

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
HEALTH CARE: 27.3%
75,000 Affymetrix, Inc. (a) .............................. $ 392,250
97,500 Amgen, Inc. (a) ................................... 5,238,675
69,900 Biogen Idec, Inc. (a) ............................. 2,944,887
300,600 Boston Scientific Corp. (a) ....................... 2,440,872
247,300 Eli Lilly & Co. ................................... 8,410,673
76,000 GlaxoSmithKline PLC - ADR ......................... 3,128,160
25,000 Johnson & Johnson ................................. 1,476,250
160,300 Medtronic, Inc. ................................... 5,722,710
126,950 Novartis AG - ADR ................................. 6,595,052
15,000 Pfizer, Inc. ...................................... 255,450
44,100 Roche Holding AG - CHF ............................ 7,079,901
14,500 Sanofi Aventis - ADR .............................. 535,340
84,400 Waters Corp. (a) .................................. 4,847,092
------------
49,067,312
------------
INDUSTRIALS: 14.2%
23,800 Alaska Air Group, Inc. (a) ........................ 612,136
50,000 Alexander & Baldwin, Inc. ......................... 1,441,500
228,000 AMR Corp. (a) ..................................... 1,228,920
79,700 Boeing Co. ........................................ 3,809,660
21,500 Caterpillar, Inc. ................................. 1,183,790
6,500 Deere & Co. ....................................... 296,075
14,000 FedEx Corp. ....................................... 1,017,660
89,200 Honeywell International, Inc. ..................... 3,201,388
23,500 JetBlue Airways Corp. (a) ......................... 116,560
77,100 McDermott International, Inc. (a) ................. 1,713,933
5,200 Norfolk Southern Corp. ............................ 242,424
26,800 Pall Corp. ........................................ 850,632
55,800 Rockwell Automation, Inc. ......................... 2,285,010
373,100 Southwest Airlines Co. ............................ 3,134,040
1,900 Thomas & Betts Corp. (a) .......................... 64,999
20,000 Union Pacific Corp. ............................... 1,102,800
61,400 United Parcel Service, Inc. ....................... 3,295,952
------------
25,597,479
------------

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY: 18.8%
18,550 Accenture Ltd. - Class A .......................... 687,834
118,700 Applied Materials, Inc. ........................... 1,448,140
63,321 ASML Holding N.V. - ADR ........................... 1,705,868
45,600 Corning, Inc. ..................................... 666,216
45,100 Electronic Arts, Inc. (a) ......................... 822,624
237,800 EMC Corp. (a). .................................... 3,916,566
1,000 Google, Inc. (a) .................................. 536,120
25,400 Hewlett-Packard Co. ............................... 1,205,484
63,800 Intel Corp. ....................................... 1,219,218
44,400 Intersil Corp. .................................... 557,220
51,900 Intuit, Inc. (a) .................................. 1,508,733
30,100 KLA-Tencor Corp. .................................. 978,551
250,000 L.M. Ericsson Telephone Co. - ADR ................. 2,600,000
121,800 Microsoft Corp. ................................... 3,377,514
101,900 Motorola, Inc. .................................... 873,283
54,800 NeuStar, Inc. - Class A (a) ....................... 1,265,880
80,000 NVIDIA Corp. (a) .................................. 956,800
79,500 Oracle Corp. ...................................... 1,677,450
20,200 Research In Motion Ltd. (a) ....................... 1,186,346
108,800 Symantec Corp. (a) ................................ 1,912,704
142,400 Texas Instruments, Inc. ........................... 3,339,280
42,400 Xilinx, Inc. ...................................... 922,200
22,800 Yahoo!, Inc. (a) .................................. 362,520
------------
33,726,551
------------
MATERIALS: 5.1%
8,725 Domtar Corp. (a) .................................. 365,490
22,300 Freeport-McMoRan Copper & Gold, Inc. (a) .......... 1,635,928
34,600 Monsanto Co. ...................................... 2,324,428
30,000 Newmont Mining Corp ............................... 1,303,800
19,400 Potash Corp. of Saskatchewan ...................... 1,799,932
7,400 Praxair, Inc. ..................................... 587,856
23,600 Vulcan Materials Co. .............................. 1,086,308
------------
9,103,742
------------

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY STOCK FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES: 0.2%
104,750 Sprint Nextel Corp. (a) ........................... $ 310,060
------------
310,060
------------
TOTAL COMMON STOCKS
(Cost $168,613,899) .......................................... 169,054,282
------------
SHORT TERM INVESTMENTS: 5.6%
10,103,069 Dreyfus Treasury Prime Cash Management ............ 10,103,069
------------
TOTAL SHORT TERM INVESTMENTS
(Cost $10,103,069) ........................................... 10,103,069
------------
TOTAL INVESTMENTS
(Cost $178,716,968): 99.7% ................................... 179,157,351
Other Assets in Excess of Liabilities: 0.3% .................... 514,799
------------
TOTAL NET ASSETS: 100.0% ....................................... $179,672,150
============

- ----------
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.

[GRAPHIC] SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
OCTOBER 31, 2009

Shares Value
- --------------------------------------------------------------------------------
COMMON STOCKS: 93.4%
CONSUMER DISCRETIONARY: 9.8%
250,000 99 Cents Only Stores (a) .......................... $ 2,842,500
65,800 Amazon.com, Inc. (a) .............................. 7,817,698
213,600 Bed Bath & Beyond, Inc. (a) ....................... 7,520,856
717,000 CarMax, Inc. (a). ................................. 14,103,390
40,000 Carnival Corp. .................................... 1,164,800
166,200 DIRECTV Group, Inc. (The) (a) ..................... 4,371,060
357,900 Dress Barn, Inc. (a) .............................. 6,460,095
228,500 Gentex Corp. ...................................... 3,658,285
55,850 Kohl's Corp. (a) .................................. 3,195,737
184,800 Mattel, Inc. ...................................... 3,498,264
343,800 Quiksilver, Inc. (a) .............................. 684,162
312,100 Sony Corp. - ADR .................................. 9,172,619
134,650 TJX Cos, Inc. ..................................... 5,029,178
------------
69,518,644
------------
CONSUMER STAPLES: 0.2%
22,200 Procter & Gamble Co. .............................. 1,287,600
------------
ENERGY: 5.6%
21,000 ConocoPhillips .................................... 1,053,780
70,000 EnCana Corp. ...................................... 3,877,300
115,400 EOG Resources, Inc. ............................... 9,423,564
140,000 National Oilwell Varco, Inc. (a) .................. 5,738,600
30,000 Noble Energy, Inc. ................................ 1,968,900
170,000 Oceaneering International, Inc. (a) ............... 8,687,000
10,000 Range Resources Corp. ............................. 500,500
130,100 Schlumberger Ltd. ................................. 8,092,220
------------
39,341,864
------------
FINANCIALS: 3.1%
29,000 Bank of New York Mellon Corp. (The) ............... 773,140
1,779 Berkshire Hathaway, Inc. - Class B (a) ............ 5,840,457
80,000 Chubb Corp. ....................................... 3,881,600
420,000 Marsh & McLennan Cos, Inc. ........................ 9,853,200
120,000 Progressive Corp. (The) (a) ....................... 1,920,000
------------
22,268,397
------------

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
HEALTH CARE: 34.0%
500,000 Abiomed, Inc. (a) ................................. $ 4,525,000
750,000 Accuray, Inc. (a) ................................. 4,327,500
281,000 Affymetrix, Inc. (a) .............................. 1,469,630
537,600 Amgen, Inc. (a) ................................... 28,885,248
156,300 Biogen Idec, Inc. (a) ............................. 6,584,919
274,900 BioMarin Pharmaceutical, Inc. (a) ................. 4,277,444
922,100 Boston Scientific Corp. (a) ....................... 7,487,452
1,100,100 Cepheid, Inc. (a) ................................. 14,598,327
140,000 Cerner Corp. (a) .................................. 10,645,600
229,900 Charles River Laboratories International, Inc. (a) 8,395,948
1,151,800 Conceptus, Inc. (a) ............................... 20,202,572
310,000 Dendreon Corp. (a) ................................ 7,833,700
827,400 Eli Lilly & Co. ................................... 28,139,874
88,800 GlaxoSmithKline PLC - ADR ......................... 3,655,008
220,000 Illumina, Inc. (a) ................................ 7,062,000
80,000 Johnson & Johnson ................................. 4,724,000
200,000 Kinetic Concepts, Inc. (a) ........................ 6,638,000
509,100 Medtronic, Inc. ................................... 18,174,870
288,100 Micrus Endovascular Corp. (a) ..................... 3,405,342
260,800 Novartis AG - ADR ................................. 13,548,560
160,000 OraSure Technologies, Inc. (a) .................... 521,600
146,900 Roche Holding AG - CHF. ........................... 23,583,614
136,200 SurModics, Inc. (a) ............................... 3,488,082
146,500 Waters Corp. (a) .................................. 8,413,495
------------
240,587,785
------------
INDUSTRIALS: 8.9%
1,227,300 AMR Corp. (a) ..................................... 6,615,147
200,000 C. H. Robinson Worldwide, Inc. .................... 11,022,000
136,000 Caterpillar, Inc. ................................. 7,488,160
187,565 Colfax Corp. (a) .................................. 2,040,707
160,000 Expeditors International Washington, Inc. ......... 5,155,200
50,600 FedEx Corp. ....................................... 3,678,114
284,550 JetBlue Airways Corp. (a) ......................... 1,411,368
180,000 McDermott International, Inc. (a) ................. 4,001,400
67,800 Pall Corp. ........................................ 2,151,972
33,100 Rockwell Automation, Inc. ......................... 1,355,445
1,392,900 Southwest Airlines Co. ............................ 11,700,360
113,300 United Parcel Service, Inc. ....................... 6,081,944
------------
62,701,817
------------

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY: 29.4%
57,850 Accenture Ltd. - Class A .......................... $ 2,145,078
78,200 Adobe Systems, Inc. (a) ........................... 2,575,908
200,000 Akamai Technologies, Inc. (a) ..................... 4,400,000
400,000 Altera Corp. ...................................... 7,916,000
289,300 Applied Materials, Inc. ........................... 3,529,460
282,544 ASML Holding N.V. - ADR ........................... 7,611,735
138,000 Avid Technology, Inc. (a) ......................... 1,742,940
134,300 Avocent Corp. (a) ................................. 3,340,041
30,000 Cisco Systems, Inc. (a) ........................... 685,500
198,800 Corning, Inc. ..................................... 2,904,468
194,700 Cree, Inc. (a) .................................... 8,196,870
37,000 Cymer, Inc. (a) ................................... 1,266,880
440,000 Electronic Arts, Inc. (a) ......................... 8,025,600
783,700 EMC Corp. (a) ..................................... 12,907,539
1,240,000 Flextronics International Ltd. (a) ................ 8,035,200
529,700 FormFactor, Inc. (a) .............................. 8,999,603
36,460 Google, Inc. - Class A (a) ........................ 19,546,935
42,100 Hewlett-Packard Co. ............................... 1,998,066
185,500 Intel Corp. ....................................... 3,544,905
170,000 Intersil Corp. - Class A .......................... 2,133,500
390,400 Intuit, Inc. (a) .................................. 11,348,928
88,800 KLA-Tencor Corp. .................................. 2,886,888
1,015,000 L.M. Ericsson Telephone Co. - ADR ................. 10,556,000
49,000 McAfee, Inc. (a) .................................. 2,052,120
42,000 Micron Technology, Inc. (a) ....................... 285,180
292,300 Microsoft Corp. ................................... 8,105,479
208,200 Motorola, Inc. .................................... 1,784,274
195,900 NeuStar, Inc. - Class A (a) ....................... 4,525,290
800,000 Nuance Communications, Inc. (a) ................... 10,488,000
280,000 NVIDIA Corp. (a) .................................. 3,348,800
231,100 Oracle Corp. ...................................... 4,876,210
70,000 QUALCOMM, Inc. .................................... 2,898,700
409,800 Rambus, Inc. (a) .................................. 6,556,800
73,750 Research In Motion Ltd. (a) ....................... 4,331,338
151,800 SanDisk Corp. (a) ................................. 3,108,864

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY GROWTH FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY (CONTINUED)
171,400 Stratasys, Inc. (a) ............................... $ 2,704,692
289,000 Symantec Corp. (a) ................................ 5,080,620
301,000 Texas Instruments, Inc. ........................... 7,058,450
22,900 Trimble Navigation Ltd. (a) ....................... 480,213
158,300 Xilinx, Inc. ...................................... 3,443,025
------------
207,426,099
------------
MATERIALS: 2.3%
139,800 Monsanto Co. ...................................... 9,391,764
37,150 Praxair, Inc. ..................................... 2,951,196
80,000 Vulcan Materials Co. .............................. 3,682,400
------------
16,025,360
------------
TELECOMMUNICATION SERVICES: 0.1%
292,450 Sprint Nextel Corp. (a) ........................... 865,652
------------
TOTAL COMMON STOCKS
(Cost $692,155,643) .......................................... 660,023,218
------------
SHORT TERM INVESTMENTS: 6.5%
45,917,687 Dreyfus Treasury Prime Cash Management ............ 45,917,687
------------
TOTAL SHORT TERM INVESTMENTS
(Cost $45,917,687) ........................................... 45,917,687
------------
TOTAL INVESTMENTS
(Cost $738,073,330): 99.9%. .................................. 705,940,905
Other Assets in Excess of Liabilities: 0.1% .................... 548,872
------------
TOTAL NET ASSETS: 100.0% ....................................... $706,489,777
============

- ----------
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.

[GRAPHIC] SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
OCTOBER 31, 2009

Shares Value
- --------------------------------------------------------------------------------
COMMON STOCKS: 92.1%
CONSUMER DISCRETIONARY: 4.9%
63,000 Amazon.com, Inc. (a) .............................. $ 7,485,030
293,400 CarMax, Inc. (a) .................................. 5,771,178
74,700 DIRECTV Group, Inc. (The) (a) ..................... 1,964,610
140,000 Gentex Corp. ...................................... 2,241,400
229,000 Quiksilver, Inc. (a) .............................. 455,710
------------
17,917,928
------------
CONSUMER STAPLES: 5.5%
736,866 American Italian Pasta Co. - Class A (a) .......... 20,020,649
------------
ENERGY: 4.2%
90,000 Cabot Oil & Gas Corp. ............................. 3,462,300
32,000 EOG Resources, Inc. ............................... 2,613,120
60,000 National Oilwell Varco, Inc. (a) .................. 2,459,400
74,000 Oceaneering International, Inc. (a) ............... 3,781,400
60,000 Range Resources Corp. ............................. 3,003,000
------------
15,319,220
------------
FINANCIALS: 2.0%
605,820 MarketAxess Holdings, Inc. (a) .................... 7,197,141
------------
HEALTH CARE: 33.8%
894,673 Abiomed, Inc. (a) ................................. 8,096,791
390,000 Accuray, Inc. (a) ................................. 2,250,300
222,000 Affymetrix, Inc. (a) .............................. 1,161,060
65,000 Biogen Idec, Inc. (a) ............................. 2,738,450
510,300 BioMarin Pharmaceutical, Inc. (a) ................. 7,940,268
948,100 Boston Scientific Corp. (a) ....................... 7,698,572
591,600 Cardica, Inc. (a) ................................. 739,500
1,152,800 Cepheid, Inc. (a) ................................. 15,297,656
50,900 Charles River Laboratories International, Inc. (a) 1,858,868
770,950 Conceptus, Inc. (a) ............................... 13,522,463
525,300 Dendreon Corp. (a) ................................ 13,274,331
1,150,000 Dyax Corp. (a) .................................... 3,611,000
60,000 ev3, Inc. (a) ..................................... 706,800
587,200 Immunogen, Inc. (a) ............................... 3,928,368
198,500 Kinetic Concepts, Inc. (a) ........................ 6,588,215
140,000 Luminex Corp. (a) ................................. 2,060,800

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
HEALTH CARE (CONTINUED)
315,000 Micrus Endovascular Corp. (a) ..................... $ 3,723,300
260,000 Nektar Therapeutics (a) ........................... 2,111,200
1,417,745 OraSure Technologies, Inc. (a) .................... 4,621,849
1,233,539 Pharmacyclics, Inc. (a) ........................... 2,405,401
96,600 Roche Holding AG - CHF ............................ 15,508,353
116,000 SurModics, Inc. (a) ............................... 2,970,760
------------
122,814,305
------------
INDUSTRIALS: 7.4%
195,000 Alaska Air Group, Inc. (a) ........................ 5,015,400
960,000 AMR Corp. (a) ..................................... 5,174,400
64,000 C. H. Robinson Worldwide, Inc. .................... 3,527,040
441,210 Colfax Corp. (a) .................................. 4,800,365
495,425 JetBlue Airways Corp. (a) ......................... 2,457,308
53,000 Monster Worldwide, Inc. (a) ....................... 769,560
52,600 Pall Corp. ........................................ 1,669,524
320,600 Southwest Airlines Co. ............................ 2,693,040
90,000 US Airways Group, Inc. (a) ........................ 275,400
60,000 Vitran Corp, Inc. (a) ............................. 513,600
------------
26,895,637
------------
INFORMATION TECHNOLOGY: 33.5%
180,000 Akamai Technologies, Inc. (a) ..................... 3,960,000
340,000 Altera Corp. ...................................... 6,728,600
283,288 ASML Holding N.V. - ADR ........................... 7,631,779
115,000 Avid Technology, Inc. (a) ......................... 1,452,450
205,000 Avocent Corp. (a) ................................. 5,098,350
145,600 Cree, Inc. (a) .................................... 6,129,760
96,500 Cymer, Inc. (a) ................................... 3,304,160
50,000 eBay, Inc. (a) .................................... 1,113,500
450,200 Electronic Arts, Inc. (a) ......................... 8,211,648
200,000 EMC Corp. (a) ..................................... 3,294,000
200,000 FARO Technologies, Inc. (a) ....................... 3,092,000
493,800 FormFactor, Inc. (a) .............................. 8,389,662
17,100 Google, Inc. (a) .................................. 9,167,652
452,100 Guidance Software, Inc. (a) ....................... 2,518,197
113,800 Intermec, Inc. (a) ................................ 1,402,016
255,000 Intuit, Inc. (a) .................................. 7,412,850
165,300 KLA-Tencor Corp. .................................. 5,373,903

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS
PRIMECAP ODYSSEY AGGRESSIVE GROWTH FUND
OCTOBER 31, 2009 - (CONTINUED)

Shares Value
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY (CONTINUED)
57,500 McAfee, Inc. (a) .................................. $ 2,408,100
40,000 Micron Technology, Inc. (a) ....................... 271,600
149,200 NeuStar, Inc. - Class A (a) ....................... 3,446,520
340,000 Nuance Communications, Inc. (a) ................... 4,457,400
246,550 NVIDIA Corp. (a) .................................. 2,948,738
311,800 Rambus, Inc. (a) .................................. 4,988,800
96,900 Research In Motion Ltd. (a) ....................... 5,690,937
111,700 SanDisk Corp. (a) ................................. 2,287,616
214,300 SonicWall, Inc. (a) ............................... 1,701,542
262,400 Stratasys, Inc. (a) ............................... 4,140,672
180,900 Symantec Corp. (a) ................................ 3,180,222
58,000 Trimble Navigation Ltd (a) ........................ 1,216,260
25,000 Websense, Inc. (a) ................................ 401,500
25,000 Yahoo!, Inc. (a) .................................. 397,500
------------
121,817,934
------------
MATERIALS: 0.6%
30,000 Monsanto Co. ...................................... 2,015,400
------------
TELECOMMUNICATION SERVICES: 0.2%
296,700 Sprint Nextel Corp. (a) ........................... 878,232
------------
TOTAL COMMON STOCKS
(Cost $349,226,570) .......................................... 334,876,446
------------
SHORT TERM INVESTMENTS: 8.3%
30,252,330 Dreyfus Treasury Prime Cash Management ............ 30,252,330
------------
TOTAL SHORT TERM INVESTMENTS
(Cost $30,252,330) ........................................... 30,252,330
------------
TOTAL INVESTMENTS
(Cost $379,478,900): 100.4% .................................. 365,128,776
Liabilities in Excess of Other Assets: (0.4)% .................. (1,297,984)
------------
TOTAL NET ASSETS: 100.0% ....................................... $363,830,792
============

- ----------
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.

[GRAPHIC] STATEMENTS OF ASSETS AND LIABILITIES
PRIMECAP ODYSSEY FUNDS
OCTOBER 31, 2009

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

ASSETS
Investments, at cost ..................... $ 178,716,968 $ 738,073,330 $ 379,478,900
============= ============= =============
Investments, at value .................... $ 179,157,351 $ 705,940,905 $ 365,128,776
Receivables:
Dividends and interest ................. 165,579 404,205 129,748
Fund shares sold ....................... 700,220 2,060,346 542,004
Prepaid expenses and other assets ........ 5,110 4,932 4,155
------------- ------------- -------------
Total assets ........................... 180,028,260 708,410,388 365,804,683
------------- ------------- -------------
LIABILITIES
Payable for securities purchased ......... -- 350,460 1,136,231
Payable for fund shares repurchased ...... -- 432,675 186,266
Payable to advisor (Note 6) .............. 260,962 957,859 510,330
Payable to the custodian ................. 2,479 405 431
Other accrued expenses & liabilities ..... 92,669 179,212 140,633
------------- ------------- -------------
Total liabilities ...................... 356,110 1,920,611 1,973,891
------------- ------------- -------------
NET ASSETS ................................. $ 179,672,150 $ 706,489,777 $ 363,830,792
============= ============= =============
Number of shares issued and
outstanding (unlimited shares
authorized, $0.01 par value) ............. 15,370,380 57,986,448 29,505,941
============= ============= =============
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE ............... $ 11.69 $ 12.18 $ 12.33
============= ============= =============
COMPONENTS OF NET ASSETS
Paid-in capital .......................... $ 213,159,122 $ 752,813,354 $ 392,041,476
Undistributed net investment
income ................................. 1,385,823 1,256,012 --
Accumulated net realized loss
on investments ......................... (35,321,874) (15,465,695) (13,876,683)
Accumulated net unrealized
appreciation (depreciation)
on investments ......................... 449,079 (32,113,894) (14,334,001)
------------- ------------- -------------
Net assets ........................... $ 179,672,150 $ 706,489,777 $ 363,830,792
============= ============= =============

The accompanying notes are an integral part of these financial statements.

[GRAPHIC] STATEMENTS OF OPERATIONS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009

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

INVESTMENT INCOME
Income
Dividends (net of foreign taxes
withheld of $82,555, $156,499,
and $47,051, respectively) ........... $ 3,040,012 $ 5,136,249 $ 616,666
Interest income ........................ 8,783 16,089 10,955
------------- ------------- -------------
Total income ......................... 3,048,795 5,152,338 627,621
------------- ------------- -------------
Expenses
Advisory fees .......................... 1,004,907 2,739,706 1,506,221
Fund administration and
accounting costs ..................... 101,213 247,295 137,544
Professional fees ...................... 58,952 91,579 66,531
Shareholder servicing fees
and expenses ......................... 97,134 172,725 165,871
Federal and state registration fees .... 28,985 30,773 28,539
Custody fees ........................... 21,262 48,112 28,621
Trustee fees and expenses .............. 29,024 29,244 28,974
Printing and mailing ................... 17,216 32,444 48,450
Other expenses ......................... 30,789 63,347 36,606
------------- ------------- -------------
Total expenses ....................... 1,389,482 3,455,225 2,047,357
------------- ------------- -------------
NET INVESTMENT INCOME (LOSS) ....... 1,659,313 1,697,113 (1,419,736)
------------- ------------- -------------
REALIZED AND CHANGE IN
UNREALIZED GAIN
ON INVESTMENTS
Net realized loss on investments ......... (28,008,473) (13,802,550) (10,430,012)
------------- ------------- -------------
Net change in unrealized
appreciation on investments ............ 47,825,757 114,126,729 85,726,892
------------- ------------- -------------
Net realized loss and net change in
unrealized gain on investments ......... 19,817,284 100,324,179 75,296,880
------------- ------------- -------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .......... $ 21,476,597 $ 102,021,292 $ 73,877,144
============= ============= =============

The accompanying notes are an integral part of these financial statements.

[GRAPHIC] STATEMENT OF CHANGES IN NET ASSETS
PRIMECAP ODYSSEY STOCK FUND

YEAR ENDED YEAR ENDED
OCTOBER 31, 2009 OCTOBER 31, 2008
---------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income ....................................... $ 1,659,313 $ 1,050,452
Net realized loss on investments ............................ (28,008,473) (4,884,429)
Net change in unrealized appreciation (depreciation)
on investments ............................................ 47,825,757 (72,983,012)
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ............................... 21,476,597 (76,816,989)
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ....................................... (1,193,169) (1,004,697)
Realized gain on investments ................................ -- (1,730,950)
------------- -------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS ....................... (1,193,169) (2,735,647)
------------- -------------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ................................... 100,416,214 105,717,172
Proceeds from reinvestment of distribution .................. 1,191,178 2,729,618
Cost of shares redeemed ..................................... (129,262,401) (58,327,033)
Redemption fee proceeds ..................................... 72,580 16,796
------------- -------------
NET INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS ... (27,582,429) 50,136,553
------------- -------------
TOTAL DECREASE IN NET ASSETS .............................. (7,299,001) (29,416,083)

NET ASSETS
Beginning of year ........................................... 186,971,151 216,387,234
------------- -------------
End of year (including undistributed net investment
income of $1,385,823 and $893,333, respectively) .......... $ 179,672,150 $ 186,971,151
============= =============
CHANGE IN CAPITAL SHARES
Shares Outstanding, beginning of year ....................... 18,503,767 14,221,625
------------- -------------
Shares sold ............................................... 10,460,306 8,671,951
Shares issued on reinvestment of distributions ............ 129,476 195,812
Shares repurchased ........................................ (13,723,169) (4,585,621)
------------- -------------
Net increase (decrease) in capital shares ............... (3,133,387) 4,282,142
------------- -------------
Shares Outstanding, end of year ............................. 15,370,380 18,503,767
============= =============

The accompanying notes are an integral part of these financial statements.

[GRAPHIC] STATEMENT OF CHANGES IN NET ASSETS
PRIMECAP ODYSSEY GROWTH FUND

YEAR ENDED YEAR ENDED
OCTOBER 31, 2009 OCTOBER 31, 2008
---------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment income ................................... $ 1,697,113 $ 1,260,052
Net realized loss on investments ........................ (13,802,550) (1,685,524)
Net change in unrealized appreciation (depreciation)
on investments ......................................... 114,126,729 (210,303,550)
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ............................ 102,021,292 (210,729,022)
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income ................................... (1,291,445) (1,327,014)
Realized gain on investments ............................ -- (1,320,226)
------------- -------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS ................... (1,291,445) (2,647,240)
------------- -------------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ............................... 371,086,180 219,128,199
Proceeds from reinvestment of distribution .............. 1,224,200 2,590,543
Cost of shares redeemed ................................. (178,976,597) (108,029,238)
Redemption fee proceeds ................................. 46,291 50,321
------------- -------------
NET INCREASE FROM CAPITAL SHARE TRANSACTIONS .......... 193,380,074 113,739,825
------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ............... 294,109,921 (99,636,437)
NET ASSETS
Beginning of period ..................................... 412,379,856 512,016,293
------------- -------------
End of year (including undistributed net investment
income of $1,256,012 and $874,008, respectively) ...... $ 706,489,777 $ 412,379,856
============= =============
CHANGE IN CAPITAL SHARES
Shares Outstanding, beginning of year ................... 40,960,083 32,598,060
------------- -------------
Shares sold ........................................... 35,350,990 16,494,850
Shares issued on reinvestment of distributions ........ 132,203 180,904
Shares repurchased .................................... (18,456,828) (8,313,731)
------------- -------------
Net increase in capital shares ...................... 17,026,365 8,362,023
------------- -------------
Shares Outstanding, end of year ......................... 57,986,448 40,960,083
============= =============

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, 2009 OCTOBER 31, 2008
---------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS
Net investment loss .................................... $ (1,419,736) $ (1,315,073)
Net realized loss on investments ....................... (10,430,012) (3,398,525)
Net change in unrealized appreciation (depreciation)
on investments ....................................... 85,726,892 (146,850,322)
------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS .......................... 73,877,144 (151,563,920)
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
Realized gain on investments ........................... -- (2,095,284)
------------- -------------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold .............................. 125,071,901 95,788,080
Proceeds from reinvestment of distribution ............. -- 2,053,073
Cost of shares repurchased ............................. (60,586,982) (94,028,746)
Redemption fee proceeds ................................ 40,419 41,578
------------- -------------
NET INCREASE FROM CAPITAL SHARE TRANSACTIONS ......... 64,525,338 3,853,985
------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS .............. 138,402,482 (149,805,219)

NET ASSETS
Beginning of year ...................................... 225,428,310 375,233,529
------------- -------------
End of year ............................................ $ 363,830,792 $ 225,428,310
============= =============
CHANGE IN CAPITAL SHARES
Shares Outstanding, beginning of year .................. 23,820,611 23,401,238
------------- -------------
Shares sold .......................................... 12,038,983 7,717,895
Shares issued on reinvestment of distributions ....... -- 146,753
Shares repurchased ................................... (6,353,653) (7,445,275)
------------- -------------
Net increase in capital shares ..................... 5,685,330 419,373
------------- -------------
Shares Outstanding, end of year ........................ 29,505,941 23,820,611
============= =============

The accompanying notes are an integral part of these financial statements.

[GRAPHIC] 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 YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
OCT. 31, OCT. 31, OCT. 31, OCT. 31, OCT. 31,
2009 2008 2007 2006 2005(2)
-------- -------- -------- -------- --------

Net asset value, beginning of period ........ $ 10.10 $ 15.22 $ 13.48 $ 11.48 $ 10.00
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) .............. 0.10 0.06 0.07 0.03 (0.01)
Net realized and unrealized
gain (loss) on investments .............. 1.55 (4.99) 1.79 1.97 1.49
-------- -------- -------- -------- --------
Total from investment operations ............ 1.65 (4.93) 1.86 2.00 1.48
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income ...... (0.06) (0.07) (0.04) 0.00(1) 0.00
Distributions from realized gain .......... 0.00 (0.12) (0.08) 0.00(1) 0.00
-------- -------- -------- -------- --------
Total distributions ......................... (0.06) (0.19) (0.12) 0.00 0.00
-------- -------- -------- -------- --------
Redemption fee proceeds ..................... 0.00(1) 0.00(1) 0.00(1) 0.00(1) 0.00(1)
-------- -------- -------- -------- --------
Net asset value, end of period .............. $ 11.69 $ 10.10 $ 15.22 $ 13.48 $ 11.48
======== ======== ======== ======== ========
Total return ................................ 16.55% (32.73%) 13.88% 17.48% 14.80%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) ...... $ 179.7 $ 187.0 $ 216.4 $ 88.4 $ 30.1

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived and expenses
absorbed or recouped .................... 0.80% 0.79% 0.81% 0.99% 1.80%
After fees waived and expenses
absorbed or recouped .................... 0.80% 0.79% 0.81% 0.99% 1.25%

RATIO OF NET INVESTMENT INCOME
(LOSS) TO AVERAGE NET ASSETS .............. 0.96% 0.51% 0.59% 0.41% (0.11%)

Portfolio turnover rate ..................... 33.55% 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.

[GRAPHIC] 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 YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
OCT. 31, OCT. 31, OCT. 31, OCT. 31, OCT. 31,
2009 2008 2007 2006 2005(2)
-------- -------- -------- -------- --------

Net asset value, beginning of period ......... $ 10.07 $ 15.71 $ 13.76 $ 11.62 $ 10.00
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ............... 0.03 0.03 0.04 0.01 (0.01)
Net realized and unrealized
gain (loss) on investments ............... 2.11 (5.59) 2.07 2.14 1.63
-------- -------- -------- -------- --------
Total from investment operations ............. 2.14 (5.56) 2.11 2.15 1.62
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income ....... (0.03) (0.04) (0.02) 0.00(1) 0.00
Distributions from realized gain ........... 0.00 (0.04) (0.14) (0.01) 0.00
-------- -------- -------- -------- --------
Total distributions .......................... (0.03) (0.08) (0.16) (0.01) 0.00
-------- -------- -------- -------- --------
Redemption fee proceeds ...................... 0.00(1) 0.00(1) 0.00(1) 0.00(1) 0.00(1)
-------- -------- -------- -------- --------
Net asset value, end of period ............... $ 12.18 $ 10.07 $ 15.71 $ 13.76 $ 11.62
======== ======== ======== ======== ========
Total return ................................. 21.39% (35.55%) 15.46% 18.49% 16.20%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) ....... $ 706.5 $ 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% 0.71% 0.75% 0.89% 1.79%
After fees waived and expenses
absorbed or recouped ..................... 0.71% 0.71% 0.75% 0.89% 1.25%

RATIO OF NET INVESTMENT INCOME
(LOSS) TO AVERAGE NET ASSETS ............... 0.35% 0.26% 0.30% 0.19% (0.27%)

Portfolio turnover rate ...................... 12.49% 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.

[GRAPHIC] 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 YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
OCT. 31, OCT. 31, OCT. 31, OCT. 31, OCT. 31,
2009 2008 2007 2006 2005(2)
-------- -------- -------- -------- --------

Net asset value, beginning of period ........ $ 9.46 $ 16.03 $ 13.92 $ 11.24 $ 10.00
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss ....................... (0.05) (0.06) (0.03) (0.02) (0.06)
Net realized and unrealized
gain (loss) on investments .............. 2.92 (6.42) 2.34 2.70 1.30
-------- -------- -------- -------- --------
Total from investment operations ............ 2.87 (6.48) 2.31 2.68 1.24
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Distributions from realized gain .......... 0.00 (0.09) (0.20) 0.00 0.00
-------- -------- -------- -------- --------
Redemption fee proceeds ..................... 0.00(1) 0.00(1) 0.00(1) 0.00(1) 0.00(1)
-------- -------- -------- -------- --------
Net asset value, end of period .............. $ 12.33 $ 9.46 $ 16.03 $ 13.92 $ 11.24
======== ======== ======== ======== ========
Total return ................................ 30.34% (40.60%) 16.76% 23.84% 12.40%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) ...... $ 363.8 $ 225.4 $ 375.2 $ 119.9 $ 22.8

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived and expenses
absorbed or recouped .................... 0.77% 0.78% 0.78% 0.99% 1.82%
After fees waived and expenses
absorbed or recouped .................... 0.77% 0.78% 0.78% 0.99% 1.25%

RATIO OF NET INVESTMENT LOSS
TO AVERAGE NET ASSETS ..................... (0.54%) (0.46%) (0.25%) (0.33%) (0.82%)

Portfolio turnover rate ..................... 19.70% 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.

[GRAPHIC] NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009

(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, 2009 - (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. SHARE 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.

There is no tax liability resulting from unrecognized tax benefits
relating to uncertain income tax positions taken or expected to be
taken on the tax return for the fiscal year-end October 31, 2009, or
for any other tax years which are open for exam. As of October 31,
2009, open tax years include the tax years ended October 31, 2006
through 2009. The Funds are also not aware of any tax positions for
which it is reasonably possible that the total amounts of
unrecognized tax benefits will significantly change in the next six
months. The Funds recognize interest and penalties, if any, related
to unrecognized tax benefits as income tax expense in the Statement
of Operations. During the period, the Funds did not incur any
interest or penalties.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009 - (CONTINUED)

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.

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, 2009 were as follows:

FUND PURCHASES SALES
- --- ------------ ------------
PRIMECAP Odyssey Stock Fund .................. $ 55,476,453 $ 69,751,420
PRIMECAP Odyssey Growth Fund ................. $216,696,413 $ 57,988,164
PRIMECAP Odyssey Aggressive Growth Fund ...... $ 97,019,919 $ 48,924,487

- ----------
These amounts exclude securities transferred in the in-kind transfer (Note 5).

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009 - (CONTINUED)

(4) FAIR VALUE OF FINANCIAL INSTRUMENTS

The Funds have adopted authoritative fair valuation accounting standards which
establish an authoritative definition of fair value and set out a hierarchy for
measuring fair value. These standards require additional disclosures about the
various inputs and valuation techniques used to develop the measurements of fair
value and a discussion in changes in valuation techniques and related inputs
during the period. These inputs are summarized in the three broad levels listed
below:

Level 1 - Quoted unadjusted prices for identical instruments in active
markets to which the Funds have access at the date of
measurement.

Level 2 - Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are
not active; and model- derived valuations in which all
significant inputs and significant value drivers are observable
in active markets. Level 2 inputs are those in markets for which
there are few transactions, the prices are not current, little
public information exists, or instances where prices vary
substantially over time or among brokered market makers.

Level 3 - Model derived valuations in which one or more significant inputs
or significant value drivers are unobservable. Unobservable
inputs are those inputs that reflect the Funds own assumptions
that market participants would use to price the asset or
liability based on the best available information

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009 - (CONTINUED)

The following table provides the fair value measurements of applicable Fund
assets by level within the fair value hierarchy for each Fund as of October 31,
2009. These assets are measured on a recurring basis.

QUOTED PRICES SIGNIFICANT
IN ACTIVE OTHER SIGNIFICANT
MARKETS FOR OBSERVABLE UNOBSERVABLE
IDENTICAL ASSETS INPUTS INPUTS
FUND DESCRIPTION (LEVEL 1) (LEVEL 2) (LEVEL 3) TOTAL
- ---- ----------- ---------------- ----------- ------------ -----

PRIMECAP Equity
ODYSSEY STOCK Common Stock $169,054,282 $ -- $ -- $169,054,282
FUND ------------ ---- ---- ------------
Total Equity $169,054,282 $ -- $ -- $169,054,282
------------ ---- ---- ------------
Short-Term Investments $ 10,103,069 $ -- $ -- $ 10,103,069
------------ ---- ---- ------------
Total Investments
in Securities $179,157,351 $ -- $ -- $179,157,351
============ ==== ==== ============
PRIMECAP Equity
ODYSSEY GROWTH Common Stock $660,023,218 $ -- $ -- $660,023,218
FUND ------------ ---- ---- ------------
Total Equity $660,023,218 $ -- $ -- $660,023,218
------------ ---- ---- ------------
Short-Term Investments $ 45,917,687 $ -- $ -- $ 45,917,687
------------ ---- ---- ------------
Total Investments
in Securities $705,940,905 $ -- $ -- $705,940,905
============ ==== ==== ============
PRIMECAP Equity
ODYSSEY Common Stock $334,876,446 $ -- $ -- $334,876,446
AGGRESSIVE ------------ ---- ---- ------------
GROWTH FUND Total Equity $334,876,446 $ -- $ -- $334,876,446
------------ ---- ---- ------------
Short-Term Investments $ 30,252,330 $ -- $ -- $ 30,252,330
------------ ---- ---- ------------
Total Investments
in Securities $365,128,776 $ -- $ -- $365,128,776
============ ==== ==== ============

- ----------
Refer to each Fund's respective Schedule of Investments for the breakdown of
major categories.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009 - (CONTINUED)

(5) DISTRIBUTION TO SHAREHOLDERS

Net investment income and net realized gains differ for financial statement and
tax purposes due to differing treatments of deferred wash sale losses.

As of October 31, 2009, 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(1) .................. $ 183,468,929 $ 742,113,539 $ 379,523,723
============= ============= =============
Gross tax unrealized
appreciation ......................... 21,373,303 75,226,142 54,692,911
Gross tax unrealized
depreciation ......................... (25,676,185) (111,380,245) (69,071,735)
------------- ------------- -------------
Net tax unrealized depreciation ........ $ (4,302,882) $ (36,154,103) $ (14,378,824)
============= ============= =============
Currently distributable
ordinary income ...................... $ 1,385,823 $ 1,256,012 $ --
Currently distributable long-term
capital gain ......................... -- -- --
------------- ------------- -------------
Currently total distributable
earnings ............................. $ 1,385,823 $ 1,256,012 $ --
------------- ------------- -------------
Other accumulated loss ................. $ (30,569,914) $ (11,425,486) $ (13,831,859)
------------- ------------- -------------
Total accumulated loss ................. $ (33,486,973) $ (46,323,577) $ (28,210,683)
============= ============= =============

- ----------
(1) At October 31, 2009, 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.

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009 - (CONTINUED)

U.S. Generally Accepted Accounting Principles (GAAP) 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, 2009 the reclassifications were as follows:

UNDISTRIBUTED ACCUMULATED
NET INVESTMENT NET REALIZED
INCOME LOSS PAID IN CAPITAL
------ ---- ---------------
PRIMECAP Odyssey
Stock Fund ................. 26,346 (2,388,622) 2,362,276
PRIMECAP Odyssey
Growth Fund ................ (23,664) 23,664 --
PRIMECAP Odyssey
Aggressive Growth Fund ..... 1,419,736 (1,446) (1,418,290)

The permanent differences relate to net operating loss and foreign currency
adjustments and in-kind transfers of securities with differing book and tax
methods of accounting. During the year ended October 31, 2009, the PRIMECAP
Odyssey Stock Fund realized a $2,362,276 gain resulting from an in-kind transfer
of securities to the PRIMECAP Odyssey Growth Fund in connection with a
shareholder redemption. Because such gains are not taxable, the transaction
resulted in a permanent book-to-tax difference for the PRIMECAP Odyssey Stock
Fund.

At October 31, 2009, the PRIMECAP Odyssey Stock Fund, PRIMECAP Odyssey Growth
Fund, and PRIMECAP Odyssey Aggressive Growth Fund had capital loss carryovers of
$30,569,914, $11,425,486, and $13,831,859, respectively, of which $4,884,883,
$1,686,809, and $3,399,678, expire on October 31, 2016 and $25,685,031,
$9,738,677, and $10,432,181, expire on October 31, 2017, respectively.

Tax components of dividends paid during the year ended October 31, 2009 and the
year ended October 31, 2008 were as follows:

OCTOBER 31, 2009
---------------------------------
ORDINARY LONG-TERM
INCOME CAPITAL GAIN
DISTRIBUTIONS DISTRIBUTIONS
------------- -------------
PRIMECAP Odyssey Stock Fund. ............. $1,193,169 $ --
PRIMECAP Odyssey Growth Fund ............. $1,291,445 $ --
PRIMECAP Odyssey Aggressive Growth Fund .. $ -- $ --

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

NOTES TO FINANCIAL STATEMENTS
PRIMECAP ODYSSEY FUNDS
FOR THE YEAR ENDED OCTOBER 31, 2009- (CONTINUED)

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, 2009.

(6) 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:

FOR THE FIRST ASSETS IN 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.

(7) SUBSEQUENT EVENTS

As of December 23, 2009, the date the financial statements were available to be
issued, no subsequent events or transactions had occurred that would have
materially impacted the financial statements.

[GRAPHIC] 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, 2009, 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, 2009 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS, LLP
San Francisco, California
December 23, 2009

[GRAPHIC] ADDITIONAL INFORMATION
PRIMECAP ODYSSEY FUNDS
(UNAUDITED)

ADDITIONAL TAX INFORMATION

The PRIMECAP Odyssey Stock Fund and PRIMECAP Odyssey Growth Fund designate 100%
and 100%, respectively, of ordinary income distributions paid during the fiscal
year ended October 31, 2009 as qualified dividend income.

TAX NOTICE

ADDITIONAL INFORMATION FOR FOREIGN SHAREHOLDERS ONLY:

The PRIMECAP Odyssey Stock Fund and PRIMECAP Odyssey Growth Fund designate 7%
and 9%, respectively, of ordinary income distributions paid during the fiscal
year ended October 31, 2009 as interest related dividends under the Internal
Revenue Code Section 871 (k)(1)(c).

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)

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 not "interested persons" of the Trust within the
meaning of the Investment Company Act of 1940, as amended (the "Independent
Trustees"). In September 2009, the Board of Trustees, including the Independent
Trustees, approved a one-year renewal of the Trust's investment advisory
agreement (the "Investment Advisory Agreement") with PRIMECAP Management Company
(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. 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.

NATURE, EXTENT AND QUALITY OF SERVICES

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. The Board and the Independent Trustees concluded that the
nature, extent and quality of services provided under the Investment Advisory
Agreement were satisfactory.

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

INVESTMENT PERFORMANCE

The Board assessed the performance of each Fund compared with its 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, 2009 and for the inception-to-date period ended July 31, 2009. The
Board made the following observations in reviewing the Funds' performance:

o The PRIMECAP Odyssey Stock Fund performed in line with the median
return of the funds in the Lipper Multi-Cap Core fund peer group,
but outperformed the S&P 500 Index for the year-to-date, one- and
three-year periods ended June 30, 2009 and the period from the
Fund's inception through July 31, 2009.

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 period ended June 30, 2009. The return from the Fund's
inception through July 31, 2009 was also better than that of the S&P
500 Index and the Russell 1000 Growth Index.

o The performance of the PRIMECAP Odyssey Aggressive Growth Fund
exceeded the median return of the funds in the Lipper Mid-Cap Growth
fund peer group and the S&P 500 Index for the year-to-date, one-year
and three-year periods ended June 30, 2009. The Fund also
outperformed the S&P 500 Index and the Russell Midcap Growth Index
from the Fund's inception through July 31, 2009.

Based on the information provided to them, the Board and the Independent
Trustees concluded that the performance of each Fund was satisfactory.

ADVISORY FEES AND FUND EXPENSES

The Board reviewed the fees and expenses paid by each Fund to the Investment
Advisor and an analysis of Lipper data with respect to the fees and expenses
paid by comparable funds, noting in particular that:

o The PRIMECAP Odyssey Stock Fund had the lowest total expense ratio
and the second-lowest advisory fee in its Lipper peer group. In
addition, the Fund's non-advisory expenses were below the peer group
median.

o The PRIMECAP Odyssey Growth Fund had the lowest total expense ratio
in its Lipper peer group, and its advisory fee and non-advisory
expenses were below the peer group median.

o The total expense ratio, advisory fee and non-advisory expenses of
the PRIMECAP Odyssey Aggressive Growth Fund were below the median of
its Lipper peer group.

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

The Board also reviewed the fees charged by the Investment Advisor to other
clients, including other funds for which it serves as sub-adviser. The Board
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 Board and the Independent Trustees determined that
the advisory fees and expenses charged to the Funds were reasonable in
consideration of the services provided.

COSTS AND PROFITS OF THE INVESTMENT ADVISOR

The Board reviewed information relating to the costs of the Investment Advisor
in providing ser- vices under the Investment Advisory Agreement and the
Investment Advisor's profitability under that Agreement. The Board noted that,
at the Funds' current asset levels, the Investment Advisory Agreement was less
profitable to the Investment Advisor than its other advisory relationships. The
Board and the Independent Trustees determined that the Investment Advisor's
profitability under the Investment Advisory Agreement was reasonable in light of
the nature, extent and quality of the services provided to the Funds.

ECONOMIES OF SCALE AND OTHER BENEFITS TO THE INVESTMENT ADVISOR

The Board reviewed whether the Funds had achieved economies of scale, noting
that the Funds' asset levels had fluctuated significantly during the past twelve
months. The Board and the Independent Trustees noted that the current asset
levels of the Funds were not so substantial as to lead to economies of scale
that would necessitate including additional breakpoints in the advisory fee
schedule. The Board also considered the benefits received by the Investment
Advisor as a result of its relationship with the Funds, including investment
advisory fees and the intangible benefits of any favorable publicity arising in
connection with the Funds' performance.

CONCLUSIONS

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

[GRAPHIC] MANAGEMENT
PRIMECAP ODYSSEY FUNDS
(UNAUDITED)

PORTFOLIO MANAGERS

PRIMECAP Management Company has five portfolio managers who together have more
than 170 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 53
Mitchell J. Milias 45
Theo A. Kolokotrones 39
Joel P. Fried 24
Alfred W. Mordecai 12

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.

POSITION(S) TERM OF OFFICE;
NAME, ADDRESS HELD LENGTH OF PRINCIPAL OCCUPATION(S)
(YEAR OF BIRTH) WITH TRUST TIME SERVED DURING PAST 5 YEARS
- -------------------------------------------------------------------------------------------------------------------

Howard B. Schow Co-Chief Indefinite; Chairman and Director, Portfolio Manager,
225 South Lake Ave., Executive Since 09/04 Chief Investment Officer, and Principal
Suite 400, Pasadena, CA Officer PRIMECAP Management Company
91101-3005
(1927)
- -------------------------------------------------------------------------------------------------------------------
Theo A. Kolokotrones Co-Chief Indefinite; President, Director, Portfolio
225 South Lake Ave., Executive Since 09/04 Manager, and Principal
Suite 400, Pasadena, CA Officer PRIMECAP Management Company
91101-3005
(1946)
- -------------------------------------------------------------------------------------------------------------------

MANAGEMENT
PRIMECAP ODYSSEY FUNDS
(UNAUDITED), (CONTINUED)

Joel P. Fried Co-Chief Indefinite; Executive Vice President, Director,
225 South Lake Ave., Executive Officer Since 09/04 Portfolio Manager, and Principal
Suite 400, Pasadena, CA and Trustee PRIMECAP Management Company
91101-3005
(1962)
- -------------------------------------------------------------------------------------------------------------------
David H. Van Slooten Chief Financial Indefinite; Executive Vice President, Portfolio
225 South Lake Ave., Officer and Since 06/04 Manager, Financial Analyst, and Principal
Suite 400, Pasadena, CA Secretary PRIMECAP Management Company
91101-3005
(1963) Chief Indefinite;
Administrative Since 02/09
Officer
- -------------------------------------------------------------------------------------------------------------------
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 Management Company
91101-3005 Compliance
(1973) Officer and
AML Officer
- -------------------------------------------------------------------------------------------------------------------

"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
TERM OF PORTFOLIOS OTHER
POSITION(S) OFFICE; IN FUND DIRECTOR-
NAME, ADDRESS HELD LENGTH OF PRINCIPAL OCCUPATION(S) COMPLEX BY SHIPS HELD
(YEAR OF BIRTH) WITH TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE(1) BY TRUSTEE
- -------------------------------------------------------------------------------------------------------------------

Benjamin F. Hammon Chairman Indefinite; Retired; Director, 3 None
225 South Lake Ave., of the Since 09/04 Institutional Equity
Suite 400, Pasadena, CA Board and Sales, Salomon Smith
91101-3005 Trustee Barney Inc. (1963-1998)
(1935)
- -------------------------------------------------------------------------------------------------------------------
Wayne H. Smith Chairman Indefinite; Retired; President, 3 None
225 South Lake Ave., of the Audit Since 09/04 Wayne H. Smith
Suite 400, Pasadena, CA Committee Consulting, Inc. (2002-
91101-3005 and Trustee 2007); Vice President,
(1941) Financial Services, Avery
Dennison Corporation
(2001-2002); Vice
President, Financial
Services, and Treasurer,
Avery Dennison
Corporation (1999-
2001)
- -------------------------------------------------------------------------------------------------------------------

MANAGEMENT
PRIMECAP ODYSSEY FUNDS
(UNAUDITED), (CONTINUED)

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, a California-
91101-3005 based investment advisor
(1960) (2007-present);
Vice President and
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.

"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 3 None
225 South Lake Ave., Executive Since 09/04 President, Director,
Suite 400, Pasadena, Officer and Portfolio Manager, and
CA 91101-3005 Trustee Principal
(1962) PRIMECAP
Management Company
- -------------------------------------------------------------------------------------------------------------------

- ----------
(1) Mr. Fried is an "interested person" of the Trust, as defined by the 1940
Act, because of his employment with PRIMECAP Management Company, the
investment advisor to the Trust.
(2) Fund Complex includes any funds, series of funds, or trusts that share the
same advisor or that hold themselves out to investors as related
companies.

This page intentionally left blank.

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
BINGHAM McCUTCHEN LLP
355 South Grand Avenue, Suite 4400
Los Angeles, California 90071

Independent Registered Public Accounting Firm
PRICEWATERHOUSECOOPERS LLP
Three Embarcadero Center
San Francisco, California 94111

THIS REPORT IS INTENDED FOR THE SHAREHOLDERS OF THE PRIMECAP ODYSSEY FUNDS AND
MAY NOT BE USED AS SALES LITERATURE UNLESS PRECEDED OR ACCOMPANIED BY A CURRENT
PROSPECTUS.

PAST PERFORMANCE RESULTS SHOWN IN THIS REPORT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE PERFORMANCE. SHARE PRICE AND RETURNS WILL FLUCTUATE SO
THAT SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
STATEMENTS AND OTHER INFORMATION HEREIN ARE DATED AND ARE SUBJECT TO CHANGE.

PRIMECAP, PRIMECAP ODYSSEY, AND THE PRIMECAP ODYSSEY LOGO ARE TRADEMARKS OF
PRIMECAP MANAGEMENT COMPANY.

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 10/31/2009 FYE 10/31/2008
- ----------------------------- ----------------------- -----------------------
Audit Fees $75,000 $96,000
Audit-Related Fees $0 $0
Tax Fees $16,800 $16,800
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 10/31/2009 FYE 10/31/2008
- ----------------------------- ----------------------- -----------------------
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 10/31/2009 FYE 10/31/2008
- ------------------------------------ -------------------- -------------------
Registrant $16,800 $16,800
Registrant's Investment Adviser $0 $0
- ------------------------------------ -------------------- -------------------

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

-2-

There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's board of directors/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 provider.

(b) There were no changes in the Registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act) that occurred during
the second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a) (1) Any code of ethics or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy Item 2 requirements through filing an exhibit. Incorporated by
reference to the Registrant's Form N-CSR filed July 2, 2009

(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.

-3-

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 January 5, 2010

By /s/ Howard B. Schow
-------------------------------------------
Howard B. Schow, Co-Chief Executive Officer

Date January 5, 2010

By /s/ Theo A. Kolokotrones
-------------------------------------------
Theo A. Kolokotrones, Co-Chief Executive Officer

Date January 5, 2010

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
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Joel P. Fried, Co-Chief Executive Officer

Date January 5, 2010

By /s/ Howard B. Schow
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Howard B. Schow, Co-Chief Executive Officer

Date January 5, 2010

By /s/ Theo A. Kolokotrones
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Theo A. Kolokotrones, Co-Chief Executive Officer

Date January 5, 2010

By /s/ David H. Van Slooten
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David H. Van Slooten, Chief Financial Officer

Date January 5, 2010

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

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