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PROSPECTUS February 28, 2024

						PRIMECAP Odyssey Stock Fund (POSKX) PRIMECAP Odyssey Growth Fund (POGRX) PRIMECAP Odyssey Aggressive Growth Fund (POAGX)
The U.S. Securities and Exchange Commission has not approved or disapproved of these securities. Further, it has not determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.


			Table of Contents Prospectus
			February 28, 2024


Summary Section			2
PRIMECAP Odyssey Stock Fund			2
PRIMECAP Odyssey Growth Fund			7
PRIMECAP Odyssey Aggressive Growth Fund			12
Investment Objectives, Principal Strategies, Principal Risks and Non-Principal Risks			18
Fund Management			23
Shareholder Information			26
Purchasing and Adding to Your Shares			26
Selling Your Shares			30
Pricing of Shares			33
Dividends, Distributions, and Taxes			34
Other Information			36
Financial Highlights			40
Privacy Notice


			Summary Section PRIMECAP Odyssey Stock Fund

Investment Objective

The PRIMECAP Odyssey Stock Fund seeks to provide long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.


Shareholder Fees (Fees paid directly from your investment)
Maximum sales charge on purchases or reinvested dividends			None
Redemption or exchange fees			None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management fees			0.55%
Other expenses			0.12%
Total annual fund operating expenses			0.67%

Example

The example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


1 Year	3 Years	5 Years	10 Years
$68	$214	$373	$835

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 4% of the average value of its portfolio.


Summary Section PRIMECAP Odyssey Stock Fund

Principal Investment Strategies

The Fund invests primarily in the common stocks of U.S. companies. The Fund invests at least 80% of its assets in stocks (the Fund will provide its shareholders with at least 60 days’ prior notice of any change in this non-fundamental investment policy). The Fund may invest in stocks across all market sectors and market capitalizations, though it has historically invested primarily in large- and mid-capitalization companies. Because of the bottom-up selection process of PRIMECAP Management Company (the “Advisor”), the Fund may maintain a significantly overweight or underweight position in a particular sector relative to the S&P 500® index, a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market, at any time. The Fund may also invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.

The Advisor, through its fundamental research, seeks to identify stocks with attractive growth prospects that are trading at reasonable valuations. The Advisor looks for companies that, in its judgment, will grow faster and/or will be more profitable than their current market valuations suggest and for companies with asset values that are not adequately reflected in their stock prices. The Advisor may sell a stock if its market price appears to have risen above its fundamental value, if other securities appear to be more favorably priced, if the reasons for which the stock was purchased no longer hold true, or for other reasons. The Advisor maintains a long-term focus and attempts to identify stocks that it believes will outperform the S&P 500® index over a three- to five-year time frame.

Principal Risks

You may lose money by investing in the Fund. You should expect the Fund’s share price and total return to fluctuate within a wide range, like the fluctuations of the overall stock market. The Fund’s performance could be hurt by:

•Stock market risk. The chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

•Manager risk. The chance that, as a result of poor security selection by the Advisor, the Fund may underperform relative to its benchmarks or other funds with similar investment objectives.

•Investment style risk. The chance that returns from the mix of small-, mid-, and large-cap stocks in the Fund’s portfolio will trail returns from the overall stock market. Historically, small- and mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall stock market, and they often perform quite differently. Additionally, from time to time, growth stocks may be more volatile than the overall stock market.

•Sector-focus risk. Investing a significant portion of the Fund’s assets in one sector of the market exposes the Fund to greater market risk and potential monetary losses than if


Summary Section PRIMECAP Odyssey Stock Fund

those assets were spread among various sectors. If the Fund’s portfolio is overweighted in a certain sector, any negative development affecting that sector will have a greater impact on the Fund than a fund that is not overweighted in that sector. As of October 31, 2023, investments in the health care sector represented more than 25% of the Fund's net assets.

•Asset concentration risk. The chance that, because the Fund tends to invest a high percentage of its assets in its largest holdings, the Fund's performance may be hurt disproportionately by the poor performance of relatively few stocks.

•Foreign securities risk. The chance that the value of foreign securities will be adversely affected by the political and economic environments and other overall economic conditions in the countries where the Fund invests. Investing in foreign securities involves: country risk, which is the chance that domestic events - such as political upheaval, financial troubles, corruption, or natural disasters - will weaken a country’s securities markets; and currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms.

•Small- and mid-cap stocks risk. The chance that small- and mid-cap stocks may trade less frequently or in more limited volume than those of larger, more established companies; may fluctuate in value more; and, as a group, may suffer more severe price declines during periods of generally declining stock prices.

Fund Performance

The following performance information indicates some of the risks of investing in the Fund by showing changes in the Fund’s performance over time. The bar chart below illustrates the Fund’s total return for each of the last ten calendar years. The table below illustrates the Fund’s average annual return over time compared with a domestic broad-based securities market index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Unlike the Fund’s returns, the index returns do not reflect any deductions for fees, expenses, or taxes. For additional information on the index, please see “Index Description” on page 38 of the statutory prospectus. Updated performance is available on the Fund’s website at www.primecap.com.


Summary Section PRIMECAP Odyssey Stock Fund

Calendar Year Total Return

During the period shown in the bar chart, the Fund’s highest quarterly return was +17.39% for the quarter ended December 31, 2020, and the lowest quarterly return was -25.66% for the quarter ended March 31, 2020.

Average Annual Total Returns as of December 31, 2023


	1 Year	5 Year	10 Year	Annualized Since Inception (November 1, 2004)
PRIMECAP Odyssey Stock Fund
Return Before Taxes	21.23%	13.58%	11.30%	10.47%
Return After Taxes on Distributions	18.53%	11.32%	9.86%	9.63%
Return After Taxes on Distributions and Sale of Fund Shares	14.43%	10.61%	9.11%	8.95%
S&P 500® index (reflects no deduction for fees, expenses, or taxes)	26.29%	15.69%	12.03%	9.96%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown may not be relevant to investors who hold their Fund shares through tax-advantaged arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).

Investment Advisor

PRIMECAP Management Company is the investment advisor for the PRIMECAP Odyssey Stock Fund.


Summary Section PRIMECAP Odyssey Stock Fund

Portfolio Managers

Theo A. Kolokotrones, Chairman, Joel P. Fried, President, Alfred W. Mordecai, Vice Chairman, M. Mohsin Ansari, Executive Vice President, and James Marchetti, Executive Vice President, each independently manages a portion of the PRIMECAP Odyssey Stock Fund. Each of Messrs. Kolokotrones, Fried, and Mordecai has managed his respective portion of the Fund since its inception in 2004. Mr. Ansari has managed his portion of the Fund since April 2012. Mr. Marchetti has managed his portion of the Fund since January 2014.

Purchase and Sale of Fund Shares

Investors may purchase, exchange, or redeem Fund shares on any business day by written request or telephone. Shares may be purchased or redeemed by wire transfer. Certain transactions may be conducted online on the Fund’s website. You can conduct transactions by mail at PRIMECAP Odyssey Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 (for regular mail) or 615 East Michigan Street, 3rd Floor, Milwaukee, Wisconsin 53202-5207 (for overnight mail); by telephone at 1‑800‑729‑2307; or online at www.primecap.com. Redemptions by telephone are only permitted if the Fund has previously received appropriate authorization. Investors who wish to purchase, exchange, or redeem Fund shares through a broker-dealer should contact the broker-dealer directly. The minimum initial investment in the Fund is $2,000 for regular accounts and $1,000 for retirement accounts; subsequent investments must be at least $100.

Tax Information

The Fund’s distributions will normally be taxed as ordinary income, qualified dividend income, capital gains, or a combination of the three, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an IRA.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary, the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.


			Summary Section PRIMECAP Odyssey Growth Fund

Investment Objective

The PRIMECAP Odyssey Growth Fund seeks to provide long-term capital appreciation.

Fees and Expenses of the Fund


Shareholder Fees (Fees paid directly from your investment)
Maximum sales charge on purchases or reinvested dividends			None
Redemption or exchange fees			None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management fees			0.55%
Other expenses			0.11%
Total annual fund operating expenses			0.66%

Example


1 Year	3 Years	5 Years	10 Years
$67	$211	$368	$822

Portfolio Turnover


Summary Section PRIMECAP Odyssey Growth Fund

Principal Investment Strategies

The Fund invests primarily in the common stocks of U.S. companies, emphasizing those companies with the potential for above average earnings growth. The Fund may invest in stocks across all market sectors and market capitalizations. Although it has historically invested primarily in large- and mid-capitalization companies, it has also invested a significant portion of its assets in small-capitalization stocks. Because of the bottom-up stock selection process of PRIMECAP Management Company (the “Advisor”), the Fund may maintain a significantly overweight or underweight position in a particular sector relative to the S&P 500® index, a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market, at any time. The Fund may also invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.

The Advisor, through its fundamental research, seeks to identify stocks that have above average growth aspects or attributes that may contribute to accelerated earnings growth in the foreseeable future. Catalysts for growth may include new products, new markets, new management, restructuring, a structural shift in demand or supply, or other changes in industry dynamics. These stocks typically provide little current income. The Advisor looks for companies that, in its judgment, will grow faster and/or will be more profitable than their current market valuations suggest and for companies with asset values that are not adequately reflected in their stock prices. The Advisor may sell a stock if its market price appears to have risen above its fundamental value, if other securities appear to be more favorably priced, if the reasons for which the stock was purchased no longer hold true, or for other reasons. The Advisor maintains a long-term focus and attempts to identify stocks that it believes will outperform the S&P 500® index over a three- to five-year time frame.

Principal Risks

•Stock market risk. The chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

•Manager risk. The chance that, as a result of poor security selection by the Advisor, the Fund may underperform relative to its benchmarks or other funds with similar investment objectives.


Summary Section PRIMECAP Odyssey Growth Fund

differently. Additionally, from time to time, growth stocks may be more volatile than the overall stock market.

•Growth stocks risk. The chance that returns from growth stocks in the Fund’s portfolio will trail returns from the overall stock market. Growth stocks are likely to be more volatile in price than the stock market as a whole. Historically, growth funds have tended to outperform the market as a whole in rising markets and underperform the market as a whole in declining markets. Of course, there is no guarantee that this pattern will continue in the future.

•Sector-focus risk. Investing a significant portion of the Fund’s assets in one sector of the market exposes the Fund to greater market risk and potential monetary losses than if those assets were spread among various sectors. If the Fund’s portfolio is overweighted in a certain sector, any negative development affecting that sector will have a greater impact on the Fund than a fund that is not overweighted in that sector. As of October 31, 2023, investments in the health care and information technology sectors each represented more than 25% of the Fund's net assets.

Fund Performance


Summary Section PRIMECAP Odyssey Growth Fund

indication of how the Fund will perform in the future. Unlike the Fund’s returns, the index returns do not reflect any deductions for fees, expenses, or taxes. For additional information on the index, please see “Index Description” on page 38 of the statutory prospectus. Updated performance is available on the Fund’s website at www.primecap.com.

Calendar Year Total Return

During the period shown in the bar chart, the Fund’s highest quarterly return was 23.61% for the quarter ended June 30, 2020, and the lowest quarterly return was -23.77% for the quarter ended March 31, 2020.

Average Annual Total Returns as of December 31, 2023


	1 Year	5 Year	10 Year	Annualized Since Inception (November 1, 2004)
PRIMECAP Odyssey Growth Fund
Return Before Taxes	23.87%	12.73%	11.65%	11.13%
Return After Taxes on Distributions	20.35%	9.98%	9.98%	10.18%
Return After Taxes on Distributions and Sale of Fund Shares	16.55%	9.88%	9.42%	9.57%
S&P 500® index (reflects no deductions for fees, expenses, or taxes)	26.29%	15.69%	12.03%	9.96%


Summary Section PRIMECAP Odyssey Growth Fund

Investment Advisor

PRIMECAP Management Company is the investment advisor for the PRIMECAP Odyssey Growth Fund.

Portfolio Managers

Theo A. Kolokotrones, Chairman, Joel P. Fried, President, Alfred W. Mordecai, Vice Chairman, M. Mohsin Ansari, Executive Vice President, and James Marchetti, Executive Vice President, each independently manages a portion of the PRIMECAP Odyssey Growth Fund. Each of Messrs. Kolokotrones, Fried, and Mordecai has managed his respective portion of the Fund since its inception in 2004. Mr. Ansari has managed his portion of the Fund since April 2012. Mr. Marchetti has managed his portion of the Fund since January 2014.

Purchase and Sale of Fund Shares

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries


			Summary Section PRIMECAP Odyssey Aggressive Growth Fund

Investment Objective

The PRIMECAP Odyssey Aggressive Growth Fund seeks to provide long-term capital appreciation.

Fees and Expenses of the Fund


Shareholder Fees (Fees paid directly from your investment)
Maximum sales charge on purchases or reinvested dividends			None
Redemption or exchange fees			None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Management fees			0.55%
Other expenses			0.11%
Total annual fund operating expenses(1)			0.66%

(1) Total Annual Fund Operating Expenses do not correlate to the Ratio of Expenses to Average Net Assets in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.

Example


1 Year	3 Years	5 Years	10 Years
$67	$211	$368	$822

Portfolio Turnover


Summary Section PRIMECAP Odyssey Aggressive Growth Fund

Principal Investment Strategies

The Fund invests primarily in the common stocks of U.S. companies, emphasizing those companies with prospects for rapid earnings growth. The Fund may invest in stocks across all market sectors and market capitalizations and has historically invested significant portions of its assets in mid- and small-capitalization companies. Because of the bottom-up stock selection process of PRIMECAP Management Company (the “Advisor”), the Fund may maintain a significantly overweight or underweight position in a particular sector relative to the S&P 500® index, a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market, at any time. The Fund may also invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.

The Advisor, through its fundamental research, seeks to identify stocks that are poised for rapid earnings growth. Catalysts for the desired growth may include new products, new markets, new management, restructuring, a structural shift in demand or supply, or other changes in industry dynamics. These stocks typically provide little or no current income. The Advisor looks for companies that, in its judgment, will grow faster and/or will be more profitable than their current market valuations suggest and for companies with asset values that are not adequately reflected in their stock prices. The Advisor may sell a stock if its market price appears to have risen above its fundamental value, if other securities appear to be more favorably priced, if the reasons for which the stock was purchased no longer hold true, or for other reasons. The Advisor maintains a long-term focus and attempts to identify stocks that it believes will outperform the S&P 500® index over a three- to five-year time frame.

Principal Risks

•Stock market risk. The chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.

•Manager risk. The chance that, as a result of poor security selection by the Advisor, the Fund may underperform relative to its benchmarks or other funds with similar investment objectives.

•Investment style risk. The chance that returns from the mix of small- and mid-cap stocks in the Fund’s portfolio will trail returns from the overall stock market. Historically, these stocks have been more volatile in price than the large-cap stocks that dominate the overall stock market, and they often perform quite differently. Additionally, from time to time, growth stocks may be more volatile than the overall stock market.


Summary Section PRIMECAP Odyssey Aggressive Growth Fund


Summary Section PRIMECAP Odyssey Aggressive Growth Fund

Fund Performance

Calendar Year Total Return

During the period shown in the bar chart, the Fund’s highest quarterly return was +28.84% for the quarter ended June 30, 2020, and the lowest quarterly return was -22.47% for the quarter ended March 31, 2020.


Summary Section PRIMECAP Odyssey Aggressive Growth Fund

Average Annual Total Returns as of December 31, 2023


	1 Year	5 Year	10 Year	Annualized Since Inception (November 1, 2004)
PRIMECAP Odyssey Aggressive Growth Fund
Return Before Taxes	25.03%	10.60%	10.85%	12.21%
Return After Taxes on Distributions	23.44%	8.63%	9.17%	11.20%
Return After Taxes on Distributions and Sale of Fund Shares	15.92%	8.30%	8.65%	10.53%
S&P 500® index (reflects no deduction for fees, expenses, or taxes)	26.29%	15.69%	12.03%	9.96%

Investment Advisor

PRIMECAP Management Company is the investment advisor for the PRIMECAP Odyssey Aggressive Growth Fund.

Portfolio Managers

Theo A. Kolokotrones, Chairman, Joel P. Fried, President, Alfred W. Mordecai, Vice Chairman, M. Mohsin Ansari, Executive Vice President, and James Marchetti, Executive Vice President, each independently manages a portion of the PRIMECAP Odyssey Aggressive Growth Fund. Each of Messrs. Kolokotrones, Fried, and Mordecai has managed his respective portion of the Fund since its inception in 2004. Mr. Ansari has managed his portion of the Fund since April 2012. Mr. Marchetti has managed his portion of the Fund since January 2014.

Purchase and Sale of Fund Shares


Summary Section PRIMECAP Odyssey Aggressive Growth Fund

previously received appropriate authorization. Investors who wish to purchase, exchange, or redeem Fund shares through a broker-dealer should contact the broker-dealer directly. The minimum initial investment in the Fund is $2,000 for regular accounts and $1,000 for retirement accounts; subsequent investments must be at least $100.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries


			Investment Objectives, Principal Strategies, Principal Risks, and Non-Principal Risks

Investment Objectives

Each Fund’s fundamental investment objective is long-term capital appreciation.

The following sections explain the principal investment strategies that the Advisor uses in pursuit of each Fund’s objective and the major risks to which investment in the Funds is subject. PRIMECAP Odyssey Funds’ Board of Trustees, which oversees management of the Funds, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.

Principal Strategies (All Funds)

Stocks of publicly traded companies are often classified according to the total market value of the companies’ outstanding stock - or “market capitalization” - as small-cap, mid-cap, or large-cap stocks. Market capitalization ranges change over time, interpretations of size vary, and there are no standard definitions of small-, mid-, and large-cap stocks. The Advisor currently defines small-cap stocks as stocks of companies with market capitalizations less than $1.5 billion, mid-cap stocks as stocks of companies with market capitalizations ranging from $1.5 billion to $11 billion, and large-cap stocks as stocks of companies with market capitalizations above $11 billion.

The Advisor selects common stocks of companies that it believes will have better future financial results than are reflected in their current market prices. Stocks selected for a Fund are issued by companies that, in the Advisor's opinion, have strong positions within their industries, improving returns on equity, good long-term prospects for well-above-average growth in sales or earnings, and capable management teams.

Through careful analysis, the Advisor attempts to quantify a company’s fundamental value. The Advisor compares the fundamental value with the market price of the company’s stock. The Advisor then decides whether to purchase the stock mainly on the basis of how attractive this comparison is in relation to the comparison for other potential investments. Because a Fund’s selections are determined by an analysis of each individual stock, a Fund’s makeup may differ substantially from the overall market’s characteristics. For example, the proportion of a Fund’s assets invested in a particular industry may be significantly greater or less than that industry’s proportion of the overall stock market. The Advisor does not try to make investment decisions based on short-term trends in the stock market. If the Advisor does not find attractively priced stocks for a Fund, the Fund’s cash levels will increase.

Although each Fund invests with a horizon of three to five years, the Advisor may sell a stock if its market price appears to have risen above its fundamental value, if other securities appear to be more favorably priced, if the reasons for which the stock was purchased no longer hold true, or for other reasons.

Although the Funds invest mainly in U.S. stocks, each may invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.


Investment Objectives, Principal Strategies, Principal Risks, and Non-Principal Risks

Any Fund may temporarily depart from its normal investment policies - for instance, by allocating substantial assets to cash investments - in response to extraordinary market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may fail to achieve its investment objective.

The following sections further discuss the primary investment strategies for each Fund.

The PRIMECAP Odyssey Stock Fund invests primarily in the common stocks of U.S. companies. The Fund invests at least 80% of its assets in stocks (the Fund will provide its shareholders with at least 60 days’ prior notice of any change in this non-fundamental investment policy). The Fund may invest in stocks across all market sectors and market capitalizations, although it has historically invested primarily in large- and mid-capitalization companies. Because of the Advisor’s bottom-up selection process, the Fund may maintain a significantly overweight or underweight position in a particular sector relative to the S&P 500® index at any time. The Fund may also invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.

The PRIMECAP Odyssey Growth Fund invests primarily in the common stocks of U.S. companies, emphasizing those companies with the potential for above average earnings growth. The Fund may invest in stocks across all market sectors and market capitalizations. Although it has historically invested primarily in large- and mid-capitalization companies, it has also invested a significant portion of its assets in small-capitalization stocks. Because of the Advisor’s bottom-up stock selection process, the Fund may maintain a significantly overweight or underweight position in a particular sector relative to the S&P 500® index at any time. The Fund may also invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.

The PRIMECAP Odyssey Aggressive Growth Fund invests primarily in the common stocks of U.S. companies, emphasizing those companies with prospects for rapid earnings growth. The Fund may invest in stocks across all market sectors and market capitalizations and has historically invested significant portions of its assets in mid- and small-capitalization companies. Because of the Advisor’s bottom-up stock selection process, the Fund may maintain a significantly overweight or underweight position in a particular sector relative to the S&P 500® index at any time. The Fund may also invest substantial assets in foreign securities through depository receipts or stocks traded on U.S. or foreign exchanges.

Principal Risks

As with all mutual funds, there is the risk that you could lose all or a portion of your investment in a Fund. The Funds are subject to the following principal risks:

•Stock Market Risk. The price of each stock held by a Fund may decline in response to certain events, including those directly involving the companies issuing the securities owned by the Fund; conditions affecting the general economy; political, social, or economic instability at the local, regional, or global level; epidemics,


Investment Objectives, Principal Strategies, Principal Risks, and Non-Principal Risks

pandemics and other similar circumstances in one or more countries or regions; and currency and interest rate fluctuations.

•Manager Risk. A Fund’s performance depends on the Advisor’s decisions in making appropriate investments. A Fund may underperform relative to other funds with similar investment objectives as a result of poor security selection by the Advisor. In addition, it is possible that the Advisor’s stock selection could cause a Fund to underperform relative to the overall stock market.

•Investment Style Risk. A Fund is subject to the risk that returns from the mix of small-, mid-, and large-cap stocks in the Fund’s portfolio will trail returns from the overall stock market. In addition, the Advisor primarily uses a growth style to select investments for each Fund, and there is risk that this style may fall out of favor, may underperform relative to other styles, and may increase the volatility of a Fund’s portfolio.

•Sector-Focus Risk. A Fund may invest more than 25% of its assets in any of the following sectors: consumer discretionary, consumer staples, energy, financials, health care, industrials, technology, materials, real estate, communications services, and utilities. Investing a significant portion of a Fund’s assets in one sector of the market exposes the Fund to greater market risk and potential monetary losses than if those assets were spread among various sectors. If a Fund’s portfolio is overweighted in a certain sector, any negative development affecting that sector will have a greater impact on the Fund than a fund that is not overweighted in that sector. In recent years, the Funds have, from time to time, invested more than 25% of their net assets in the health care and information technology sectors.

◦Health Care Sector Risk. The profitability of companies in the health care sector may be affected by extensive government regulation; restrictions on government reimbursement for medical expenses; rising costs of medical products and services; pricing pressure; an increased emphasis on outpatient services; limited number of products; industry innovation; changes in technologies; and other market developments. Many health care companies are heavily dependent on patent protection. The expiration of patents may adversely affect the profitability of these companies. Many health care companies are subject to extensive litigation based on product liability and similar claims. Health care companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. Many new products in the health care sector may be subject to regulatory approvals. The process of obtaining such approvals may be long and costly.

◦Information Technology Sector Risk. Information technology companies are generally subject to the risks of rapidly changing technologies; short


Investment Objectives, Principal Strategies, Principal Risks, and Non-Principal Risks

product life cycles; fierce competition; aggressive pricing and reduced profit margins; the loss of patent, copyright and trademark protections; cyclical market patterns; evolving industry standards; and frequent new product introductions. Information technology companies may be smaller and less experienced companies with limited product lines, markets or financial resources, and fewer experienced management or marketing personnel. Information technology company stocks, especially those which are internet-related, have experienced extreme price and volume fluctuations that are often unrelated to their operating performance.

•Asset Concentration Risk. The chance that, because the Funds tend to invest a high percentage of their assets in their ten largest holdings, the Funds’ performance may be hurt disproportionately by the poor performance of relatively few stocks.

•Growth Stocks Risk (PRIMECAP Odyssey Growth Fund and PRIMECAP Odyssey Aggressive Growth Fund). Growth stocks are likely to be more volatile in price than the stock market as a whole. Historically, growth funds have tended to outperform the market as a whole in rising markets and underperform the market as a whole in declining markets. Of course, there is no guarantee that this pattern will continue in the future.

•Small- and Mid-Cap Stocks Risk. Small- and mid-cap stocks may present more opportunities for capital appreciation than stocks of larger and more established companies because of higher potential earnings growth. However, they also may involve greater risk. Such companies may have limited product lines, markets, or financial resources, or may depend on a small group of key managers. Their stocks may trade less frequently or in limited volume, or only in the over-the-counter market or on a regional stock exchange. As a result, these stocks may fluctuate in value more than stocks of larger, more established companies and, as a group, may suffer more severe price declines during periods of generally declining stock prices.

•Foreign Securities Risk. To the extent that it owns foreign stocks, a Fund is subject to the following additional risks: country risk, which is the chance that domestic events - such as political upheaval, financial troubles, corruption, or natural disasters - will weaken a country’s securities markets; and currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. The imposition of sanctions, confiscations, trade restrictions (including tariffs), and other government restrictions by the United States and/or other governments may also adversely affect the values of a Fund's foreign investments. Foreign companies are generally subject to different legal and accounting standards than U.S. companies, and foreign financial intermediaries may be subject to less supervision and regulation than U.S. financial firms.


Investment Objectives, Principal Strategies, Principal Risks, and Non-Principal Risks

Non-Principal Risks

In addition to the principal risks of the Funds discussed above, the Funds are subject to the following non-principal risks:

•Recent Market Events. Periods of market volatility may occur in response to market events and other economic, political, geopolitical, and global macro factors. In recent years, the COVID-19 pandemic, Russia’s invasion of Ukraine, and higher inflation have resulted in extreme volatility in the financial markets, economic downturns around the world, and severe losses, particularly to some sectors of the economy and individual issuers, and reduced liquidity of certain instruments. These events have caused significant disruptions to business operations, including business closures; strained healthcare systems; disruptions to supply chains and employee availability; large fluctuations in consumer demand; large expansion of government deficits and debt as a result of government actions to mitigate the effects of such events; and widespread uncertainty regarding the long-term effects of such events. Governments and central banks, including the Federal Reserve in the United States, took extraordinary and unprecedented actions to support local and global economies and the financial markets, including by keeping interest rates at historically low levels for an extended period. The Federal Reserve concluded its market support activities in 2022 and began to raise interest rates in an effort to fight inflation. The Federal Reserve may determine to maintain current interest rates or raise interest rates further. This and other government intervention into the economy and financial markets to address the pandemic, inflation, or other significant events in the future, may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. Such events may adversely affect the value and liquidity of a Fund’s investments, and negatively impact a Fund’s performance. Other market events may cause similar disruptions and effects.

•Cybersecurity Risk. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data (including private shareholder information), or proprietary information, or cause the Funds, the Advisor, and/or other service providers (including custodians, sub-custodians, transfer agents, and financial intermediaries) to suffer data breaches, data corruption, or loss of operational functionality. A cybersecurity incident may disrupt the processing of shareholder transactions, impact a Fund’s ability to calculate its net asset values, and prevent shareholders from redeeming their shares. Issuers of securities in which the Funds invest are also subject to cybersecurity risks, and the value of those securities could decline if the issuers experience cybersecurity incidents.


			Fund Management PRIMECAP Odyssey Funds

The Funds

The Funds are series of PRIMECAP Odyssey Funds, a Delaware statutory trust (the “Trust”). The Board of Trustees of the Trust decides matters of general policy and reviews the activities of the Advisor and the Funds’ Distributor and Administrator with respect to the Funds. The Trust’s officers conduct and supervise its daily business operations.

Portfolio Holdings

The Funds’ portfolio holdings are disclosed quarterly within 60 days after the end of each fiscal quarter, in the Annual Report and Semiannual Report to Fund shareholders, and in the monthly holdings reports filed with the Securities and Exchange Commission (“Commission”) on Form N-PORT. The Annual and Semiannual Reports are available by contacting the Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling 1‑800‑729‑2307. In addition to the required regulatory filings, the Funds may choose to disclose calendar quarter-end portfolio information, including portfolio characteristics and a list of the top 10 holdings of each Fund, approximately 10 days following each calendar quarter end. Approximately 30 days following each calendar quarter end, each Fund's full portfolio holdings are posted to the Funds' website. At the Funds' and Advisor's discretion, the Funds may post month-end portfolio holdings data to the Funds' website approximately 30 days after the month end. After portfolio holdings are posted to the Funds' website, the Advisor may provide the same data to any shareholder or financial intermediary.

Fund Expenses

In addition to management fees, the Funds incur other expenses such as custodian and transfer agency fees, interest expense, and acquired fund fees and expenses (i.e., indirect fees that a Fund incurs from investing in the shares of other investment companies). Each Fund invests a portion of its cash balance and daily inflows into an interest-bearing money market fund. The ratio of Expenses to Average Net Assets for each Fund included in the “Financial Highlights” section of this prospectus does not include acquired fund fees and expenses. It should be noted that some of these expenses are for fixed amounts, rather than a percentage of a Fund’s assets. As a result, these fixed expenses will comprise a larger percentage of a Fund’s assets in the event that the Fund’s portfolio decreases in size (i.e., if the Fund’s portfolio loses value or there are net redemptions out of the Fund).

The Advisor

PRIMECAP Management Company, 177 East Colorado Boulevard, 11th Floor, Pasadena, California 91105, the investment advisor to all three Funds, is an investment advisory firm founded in 1983. The Advisor also provides investment advisory services to other mutual funds as well as to institutional clients such as endowment funds, foundations, employee benefit and pension plans, collective investment trusts, and sovereign wealth funds. As of December 31, 2023, the Advisor managed approximately $134.5 billion in assets. For its services to each Fund, the Advisor receives a fee paid quarterly at the annual rate of 0.60%


Fund Management PRIMECAP Odyssey Funds

of the first $100 million of the Fund’s average daily net assets, 0.55% of the next $9.9 billion of the Fund’s average daily net assets, and 0.50% of the Fund’s average daily assets in excess of $10 billion. For the fiscal year ended October 31, 2023, the Advisor received advisory fees of 0.55% of the average daily net assets of each Fund.

The Advisor is authorized to choose broker-dealers to handle the purchase and sale of each Fund’s securities and seeks to obtain the best available price and most favorable execution for all transactions. In seeking to obtain better execution of a transaction, the Advisor may at times choose brokers which charge higher commissions. If, in the Advisor’s judgment, more than one broker can obtain the best available price and most favorable execution, the Advisor is authorized to choose a broker that has provided value-added research services to the Advisor.

A discussion regarding the basis for the Board of Trustees’ last renewal of the Trust’s investment advisory agreement with the Advisor is included in the Annual Report to shareholders for the fiscal year ended October 31, 2023.

The portfolio managers primarily responsible for overseeing the Funds’ investments are:

•Theo A. Kolokotrones, Chairman and Co-Founder of PRIMECAP Management Company. Mr. Kolokotrones co-founded PRIMECAP Management Company in September 1983. Previously, he spent six years at Capital Research Company, most recently as Senior Vice President. From 1970 to 1977, he was Vice President and Senior Financial Analyst at Smith Barney, Harris Upham and Company in New York. Mr. Kolokotrones is a graduate of the University of Chicago and the Harvard Graduate School of Business Administration.

•Joel P. Fried, President of PRIMECAP Management Company. Mr. Fried joined PRIMECAP Management Company in June 1986. Prior to joining PRIMECAP, he spent one year as a financial analyst with Hughes Investment Management Company, a wholly-owned subsidiary of Hughes Aircraft. Mr. Fried received his undergraduate degree in Economic Systems/Science from the University of California, Los Angeles and is a graduate of UCLA Anderson School of Management.

•Alfred W. Mordecai, Vice Chairman of PRIMECAP Management Company. Mr. Mordecai joined PRIMECAP Management Company in August 1997. In 1996, he was an associate at McKinsey and Company. From 1990 to 1995, he worked as a nuclear engineer and program manager for the Naval Nuclear Propulsion Directorate, a joint U.S. Navy and Department of Energy organization. Mr. Mordecai graduated with a degree in Mechanical Engineering from Duke University. He has a master’s degree in Systems Engineering from Virginia Polytechnic Institute and State University and is a graduate of the Harvard Graduate School of Business Administration.


Fund Management PRIMECAP Odyssey Funds

•M. Mohsin Ansari, Executive Vice President of PRIMECAP Management Company. Mr. Ansari joined PRIMECAP Management Company in July 2000. In 1999, he was an associate at Andersen Consulting. From 1994 to 1998, he worked at Weyerhaeuser Company on various assignments ranging from managing capital projects to coordinating production at mills. Mr. Ansari graduated from Colgate University with a bachelor’s degree in Physics and from Washington University with a bachelor’s degree in Chemical Engineering. Mr. Ansari is also a graduate of the Harvard Graduate School of Business Administration.

•James Marchetti, Executive Vice President of PRIMECAP Management Company. Mr. Marchetti joined PRIMECAP Management Company in September 2005. In 2004, he worked as a product analyst in Fidelity Investment's Strategic Investments group. From 1996 to 2003, he ran the software division of IntelliSense, a start-up acquired by Corning Inc. in 2001. Mr. Marchetti graduated from Massachusetts Institute of Technology with a bachelor’s degree in Chemical Engineering and holds an MBA degree from MIT-Sloan School of Management.

Each of these five portfolio managers independently manages a portion of the PRIMECAP Odyssey Stock Fund, the PRIMECAP Odyssey Growth Fund, and the PRIMECAP Odyssey Aggressive Growth Fund. Each of Messrs. Kolokotrones, Fried, and Mordecai has managed his respective portion of each Fund since its inception. Mr. Ansari has managed his portion of each Fund since April 2012. Mr. Marchetti has managed his portion of each Fund since January 2014. A portion of each Fund’s assets may be managed by individuals in the Advisor’s research department.

The Trust’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds.

Other Service Providers

U.S. Bank Global Fund Services (the “Administrator”) is the Funds’ Administrator; its address is 2020 East Financial Way, Ste. 100, Glendora, California 91741. The Administrator also serves as the Funds’ Transfer Agent from its offices at 615 East Michigan Street, Milwaukee, Wisconsin 53202. ALPS Distributors, Inc. (the “Distributor”), is the Funds’ Distributor; its address is 1290 Broadway, Suite 1000, Denver, Colorado 80203.

U.S. Bank N.A. is the custodian of the Funds’ assets and employs foreign sub-custodians to provide custody of the Funds’ foreign assets. Its address is 1555 North RiverCenter Drive, Suite 302, Milwaukee, Wisconsin 53212.

The SAI has more information about the Advisor and the Funds’ other service providers.


			Shareholder Information PRIMECAP Odyssey Funds

Purchasing and Adding to Your Shares

To purchase shares of a Fund, please call 1‑800‑729‑2307 between the hours of 9:00 a.m. and 8:00 p.m. Eastern Time to obtain an account application or visit the Funds’ website at www.primecap.com. Please complete the account application and deliver it to the Funds’ Transfer Agent as required by the application. You may pay by a check with the application or by a wire transfer of funds as described below. You can make additional investments by wire or by mailing a check with the investment form from a recent account statement.

Unless declined on your account application, you may also purchase additional shares of the Funds by telephone. If your account has been open for at least seven business days, call the Funds toll free at 1‑800‑729‑2307 and you will be allowed to transfer money from your bank account to your account upon request. Shares of the Funds will be purchased in your account at the net asset value per share (“NAV”) next calculated after your order is placed. Only bank accounts held at domestic institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions. For security reasons, requests by telephone will be recorded.

All purchases by check must be in U.S. dollars drawn on a U.S. bank. The Funds will not accept payment in cash or money orders. To prevent check fraud, the Funds will not accept third-party checks, Treasury checks, credit card checks, traveler’s checks, or starter checks for the purchase of shares. We are unable to accept post-dated checks or any conditional order or payment. The Funds’ Transfer Agent may charge a $25 fee against a shareholder account, in addition to any loss sustained by the Funds, for any payment that is returned. The Funds’ Transfer Agent credits shares to your account and does not issue stock certificates. The Funds and the Distributor each reserve the right to reject any purchase order or suspend or modify the offering of a Fund’s shares.

Shares of the Funds have not been registered for sale outside the United States. The Funds require you to have a U.S. address (including APO/FPO) to open or maintain your account with the PRIMECAP Odyssey Funds. If you do not have a U.S. address, your purchase will be refused. If you do not maintain a U.S. address, the Funds may redeem your account at their sole discretion.

Minimum Initial Investment

The minimum initial investment in a Fund is $2,000 for regular accounts and $1,000 for retirement accounts; subsequent investments must be at least $100. Each Fund may waive the minimum investment for institutions making continuing investments in the Fund and from time to time for other investors, including retirement plans and employees of the Advisor.


			Shareholder Information PRIMECAP Odyssey Funds

Mail

To purchase by mail, you should:

•Complete and sign the account application;

•Write a check payable to “PRIMECAP Odyssey Funds”; and

•Send your account application and check or exchange request to one of the following addresses:

For regular mail delivery

PRIMECAP Odyssey Funds

c/o U.S. Bank Global Fund Services

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

For overnight delivery

PRIMECAP Odyssey Funds

c/o U.S. Bank Global Fund Services

615 E. Michigan Street, 3rd Floor

Milwaukee, Wisconsin 53202-5207

1-800-729-2307

The U.S. Postal Service or other independent delivery services are not the Funds’ agents. Therefore, deposit in the mail or with such services or receipt at U.S. Bank Global Fund Services’ post office box of purchase orders or redemption requests does not constitute receipt by the Transfer Agent of the Funds. Receipt of mailed purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices.

Online Transactions

After you have established an account with the Funds, you can access your account information and perform certain transactions on the Funds’ website at www.primecap.com.

Payment for shares purchased through the Funds’ website may be made only through an ACH (Automatic Clearing House) debit of your bank account of record. Redemptions will be paid by check, wire, or ACH transfer only to the address or bank account of record. Only bank accounts held at domestic financial institutions that are ACH members can be used for transactions through the Funds’ website. Transactions through the website are subject to the same purchase and redemption minimums and maximums as other transaction methods.

You should be aware that there may be delays, malfunctions, or other inconveniences associated with online transactions. There also may be times when the website is unavailable for Fund transactions or other purposes. Should this happen, you should consider performing transactions by another method.


			Shareholder Information PRIMECAP Odyssey Funds

The Funds employ procedures to confirm that transactions entered online are genuine. These procedures include passwords, encryption, and other precautions reasonably designed to protect the integrity, confidentiality, and security of shareholder information. In order to conduct transactions on the website, you will need your account number, Social Security number, username, and password. The Funds and their service providers will not be liable for any loss, liability, cost, or expense for following instructions communicated through the Funds’ website, including fraudulent or unauthorized instructions.

Purchases through a Securities Dealer

You may purchase shares of a Fund through certain brokers (and their agents) which have an agreement with the Distributor. When you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the Funds’ Transfer Agent, and you will pay or receive the NAV next computed after it is received by the broker (or its agent). The broker (or agent) holds your shares in an omnibus account in the broker’s (or agent’s) name, and the broker (or agent) maintains your individual ownership records. The Fund and the Distributor reserve the right to cancel an order for which payment is not received from the broker (or its agent) by the third business day following the order. The broker (or its agent) may impose brokerage commissions, postage and handling charges, or other fees on your order and is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions, and ensuring that you receive copies of the Funds’ prospectus.

Payment by Wire

If you are making your first investment in the Funds, the Funds’ Transfer Agent must have a completed account application before you wire funds. You can mail or overnight deliver your account application to the Transfer Agent at the address indicated above. You may also fax the account application by calling the Transfer Agent at 1‑800‑729‑2307 for a fax number. Upon receipt of your completed account application, the Transfer Agent will establish an account for you. The account number assigned will be required as part of the instruction that should be given to your bank to send the wire. Your bank must include the name of the Fund(s) you are purchasing, your name, and your account number so that monies can be correctly applied. Your bank should transmit immediately available funds by wire to:

U.S. Bank N.A.

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

ABA #075000022

Credit: U.S. Bancorp Fund Services, LLC

Account #112-952-137

for further credit to PRIMECAP Odyssey Funds [Name of Fund]

(Shareholder Account #, Shareholder Name)


			Shareholder Information PRIMECAP Odyssey Funds

Wired funds must be received prior to 4:00 p.m. Eastern Time to be eligible for same day pricing. The Funds and U.S. Bank N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

If you are making a subsequent purchase, your bank should wire funds as indicated above. Please contact the Transfer Agent at 1‑800‑729‑2307 to advise it of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your investment.

Retirement Plan Participants

Individual participants in qualified retirement plans should purchase shares of a Fund through their plan sponsor or administrator, which is responsible for transmitting orders. The procedures for investing in the Fund depend on the provisions of the plan and any arrangements that the plan sponsor may have made for special processing services.

Automatic Investment Plan

If you intend to use the Automatic Investment Plan, you must first open an account meeting the minimum initial investment requirement. Once an account has been opened for at least seven business days, you can make additional purchases of shares of such Fund through the Automatic Investment Plan. This Plan provides a convenient method to have monies deducted directly from your bank account for investment into the Funds. You can make automatic investments on a monthly, quarterly, semiannual, or annual basis. Automatic Investments are subject to the $100 subsequent investment minimum; however, the Advisor may lower this minimum at its sole discretion. The Funds are unable to debit or credit mutual fund or pass through accounts. Please contact your financial institution to determine if it participates in the ACH. If your bank rejects your payment, the Funds’ Transfer Agent will charge a $25 fee to your account. The Funds may alter, modify, or terminate this Plan at any time. To begin participating in this Plan, please complete the Automatic Investment Plan section on the account application or call the Funds’ Transfer Agent at 1‑800‑729‑2307 for instructions. Any request to change or terminate an Automatic Investment Plan should be submitted to the Funds’ Transfer Agent five days prior to the date you want the change or termination to be effective.

Exchanges of Shares

You may exchange your shares of a Fund for shares in an identically registered account of any other Fund that you are eligible to purchase. You may realize either a gain or loss on those shares you exchange and will be responsible for paying the appropriate taxes. Requests to exchange shares are processed at the NAV next calculated after the Funds’ Transfer Agent receives your request in proper form. If you did not decline telephone options on the account application, you can make a telephone request to exchange your shares for an additional $5 fee. You may also access your account information and perform exchanges on the Funds’ website at www.primecap.com.


			Shareholder Information PRIMECAP Odyssey Funds

Selling Your Shares

How to Redeem Shares

Your shares may be redeemed only by instructions from the registered owner of your shareholder account. If you are a participant in a retirement or other plan, direct your redemption requests to the plan sponsor or administrator, which may have special procedures for processing such requests and is responsible for forwarding requests to the Funds’ Transfer Agent.

You may redeem shares by contacting your broker or the broker’s authorized agent. The broker (or agent) can arrange for the repurchase of the shares through the Distributor at the NAV next determined after the broker (or agent) receives your instructions. The broker (or agent) may charge you for this service. If your shares are held in a broker’s “street name,” you must redeem them through the broker (or its agent).

Direct shareholders may also redeem shares by mailing or delivering instructions to the Funds’ Transfer Agent, U.S. Bank Global Fund Services at P.O. Box 701, Milwaukee, Wisconsin 53201-0701 (for regular mail) or 615 East Michigan Street, Milwaukee, Wisconsin 53202 (for overnight mail). The instructions must specify the name of the Fund, the number of shares or dollar amount to be redeemed, the account number, and the signatures of all registered owners. Additional documentation may be required for the redemption of shares by corporations, partnerships, trusts, or fiduciaries. The request should include a signature guarantee, if applicable (see section titled “Signature Guarantees” below). The price you will receive for the shares redeemed is the next determined NAV for the shares after the Transfer Agent has received a completed redemption request. If you purchased your shares by check or electronic funds transfer through the ACH network, you may not receive your redemption proceeds until the purchase has cleared (which may take up to 12 calendar days). Shareholders can avoid this delay by utilizing the wire purchase option.

Unless declined on your account application, telephone redemption privileges will be established on your account. You can then redeem shares by telephoning the Transfer Agent at 1‑800‑729‑2307 between the hours of 9:00 a.m. and 8:00 p.m. Eastern Time on a day when the New York Stock Exchange (the “NYSE”) is open for trading. It may be difficult to reach the Funds by telephone during periods of unusual market activity. If this happens, you may purchase or redeem shares by mail as described above. If the Transfer Agent receives your redemption request before 4:00 p.m. Eastern Time on a day when the NYSE is open for trading, it will process your request that day; otherwise, it will process your request on the next business day. Institutional investors may also make special arrangements with the Transfer Agent for designating personnel who are authorized to place telephone redemption requests.

When establishing telephone privileges, you are authorizing the Funds’ Transfer Agent to act upon the telephone instructions. Before executing an instruction received by telephone, the Funds’ Transfer Agent will use reasonable procedures to confirm that telephone instructions


			Shareholder Information PRIMECAP Odyssey Funds

are genuine. These procedures will include recording the telephone call and asking the caller for a form of personal identification, which may include a personal identification number. You will be promptly notified of any refused request for a telephone redemption. Once a telephone transaction has been placed, it cannot be canceled or modified after the close of regular trading on the NYSE (generally, 4:00 p.m., Eastern time). If these normal identification procedures are not followed, the Funds or their agents could be liable for any loss, liability, or cost which results from acting upon telephone redemption instructions of a person believed to be a shareholder. If an account has more than one owner or authorized person, a Fund will accept telephone instructions from any one owner or authorized person.

You may also redeem your shares by accessing the Funds’ website at www.primecap.com.

Shareholders who have an IRA must indicate on their written redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to a 10% withholding. Shares held in IRA accounts may also be redeemed by telephone at 1-800-729-2307. IRA investors will be asked whether or not to have tax withheld from any distribution.

Redemption Payments

Redemption proceeds are generally paid by check. However, at your request, the Transfer Agent will wire redemption proceeds of $1,000 or more to your bank account. If no bank instructions were previously established on the account, the request for redemption by wire should include the name, location and ABA or bank routing number of the designated bank, and your bank account number. The request will also require a signature guarantee. There is a $15 fee for redemptions by wire. Proceeds may also be sent via electronic funds transfer through the ACH network to your bank account of record. If you have redemption proceeds sent via ACH, you will not incur any charge but credit may not be available until two to three days following the redemption.

The Funds typically send redemption proceeds on the next business day (a day when the NYSE is open for normal business) after the redemption request is received in good order and prior to market close, regardless of whether the redemption proceeds are sent via check, wire, or ACH transfer. Under unusual circumstances, the Funds may suspend redemptions, or postpone payment for up to seven days, as permitted by federal securities law.

Each Fund typically expects that it will hold cash or cash equivalents to meet redemption requests. Each Fund may also use the proceeds from the sale of portfolio securities to meet redemption requests if consistent with the management of the Fund. These redemption methods will be used regularly and may also be used in stressed market conditions. During conditions that make the payment of cash unwise and/or in order to protect the interests of a Fund’s remaining shareholders, each Fund reserves the right to pay redemption proceeds to you in whole or in part through a redemption in-kind as described under “Redemption In-Kind” below. Redemptions in-kind are typically used to meet redemption requests that are a large percentage of a Fund’s net assets in order to minimize the effect of large redemptions


			Shareholder Information PRIMECAP Odyssey Funds

on the Fund and its remaining shareholders. Redemptions in-kind may be used regularly in such circumstances and may also be used in stressed market conditions.

Redemption In-Kind

Each Fund reserves the right to pay redemption proceeds to you in whole or in part by a distribution of securities from a Fund’s portfolio (a “redemption in-kind”). Each Fund does not expect to do so except during unusual conditions or if the redemption amount is large enough to affect the Fund’s operations (e.g., if it represents more than 1% of the Fund’s assets). Generally, in-kind redemptions will be effected through a pro rata distribution of the Fund’s portfolio securities. If a Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash and will bear any market risks associated with such securities until they are converted into cash. A redemption in-kind is treated as a taxable transaction and a sale of the redeemed shares, generally resulting in capital gain or loss to you, subject to certain loss limitation rules.

Systematic Withdrawal Plan

If you own or are purchasing shares of a Fund having a current value of at least $10,000, you may participate in a Systematic Withdrawal Plan. This Plan provides for automatic redemptions of at least $50 on a monthly, quarterly, or annual basis. If you elect this method of redemption, the Fund will send a check to your address of record or will send the payment via electronic funds transfer through the ACH network directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund account. You may establish this Plan by completing the relevant section of the account application or by calling the Funds at 1‑800‑729‑2307 for instructions. The Transfer Agent must receive notice of all changes concerning your Plan at least five days before the next scheduled payment.

Signature Guarantees

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program. A notary public is not an acceptable signature guarantor. A signature guarantee, from either a Medallion program member or a non-Medallion program member, is required in the following situations:

•If ownership is being changed on your account;

•When redemption proceeds are payable or sent to any person, address, or bank account not on record;

•When a redemption request is received by the Transfer Agent and the account address has changed within the last 30 calendar days; or


			Shareholder Information PRIMECAP Odyssey Funds

•For all redemptions in excess of $100,000.

In addition to the situations described above, the Funds and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation. The Funds also reserve the right, at their sole discretion, to waive any signature guarantee requirements or to accept alternative verification methods.

The signature guarantee requirement for redemptions in excess of $100,000 may be waived for institutions and processing organizations where proceeds are sent to the bank account on file with the Transfer Agent.

Non-financial transactions including establishing or modifying certain services on an account may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

Pricing of Shares

Each Fund sells shares without a sales charge at the NAV which is next computed (1) after the Fund’s Transfer Agent receives your order directly in proper form (which generally means a completed application form together with a negotiable check in U.S. dollars or a wire transfer of funds); or (2) after your broker (or the broker’s authorized agent) receives the order. You may pay a fee if you buy Fund shares through a broker or agent.

The price of a Fund’s shares is its NAV. The NAV is calculated by adding the total value of the Fund’s investments and other assets, subtracting its liabilities, and dividing the result by the number of outstanding shares of the Fund. Each Fund calculates its NAV once daily at the close of public trading on the NYSE (normally 4:00 p.m. Eastern Time) on days that the NYSE is open for trading. Applications for purchases of shares and requests for redemption of shares received after the close of trading on the NYSE will be processed at the NAV determined as of the close of trading on the next day the NYSE is open.

Each Fund values its investments at their market value. Securities and other assets for which market prices are not readily available are valued at fair value as determined in good faith by the Advisor, pursuant to procedures approved by the Board of Trustees. Some of the Funds’ investments may consist of securities listed on foreign exchanges which trade on Saturdays or other U.S. business holidays. Since the Funds do not typically calculate their NAVs on Saturdays or other U.S. business holidays, the values of the Funds’ shares may be affected on days when shareholders do not have access to the Funds.

Fair Value

Because trading in securities on most foreign exchanges is normally completed before the close of the NYSE, the value of non-U.S. securities can change by the time the Fund calculates its NAV. To address these changes, the Advisor may determine to utilize adjustment factors provided by an independent pricing service to systematically price non-


			Shareholder Information PRIMECAP Odyssey Funds

U.S. securities at fair value. These adjustment factors are based on statistical analyses of subsequent movements and changes in securities indices, specific security prices, and exchange rates in foreign markets.

In certain situations, the securities in which the Funds invest may not have readily available market quotations. The Board of Trustees has designated the Advisor as each Fund’s valuation designee (the “Valuation Designee”) responsible for determining whether market quotations are readily available and reliable, and making good faith determinations of fair value when appropriate. The Valuation Designee carries out its responsibilities with respect to fair value determinations through its Valuation Committee. The fair value of securities is subjective in nature, involving greater reliance on judgment than securities that have readily available market quotations. The fair value price of a security used by a Fund to calculate its NAV may differ materially from the quoted or published market price for that same security. In addition, there is no assurance that a Fund can purchase or sell portfolio securities at the fair value price used to calculate the Fund’s NAV.

Dividends, Distributions, and Taxes

Dividends and Distributions

Each Fund expects to pay income dividends annually and to make distributions of net capital gains (if any) at least annually. The Board of Trustees may decide to pay dividends and distributions more frequently.

Each Fund automatically reinvests dividends and capital gain distributions in additional shares of the Fund at the NAV unless you choose one of the following options: (1) receive distributions of net capital gain in cash, while reinvesting net investment income distributions in additional Fund shares; (2) receive all distributions in cash; or (3) reinvest net capital gain distributions in additional Fund shares, while receiving distributions of net investment income in cash.

If you wish to change your distribution option, write or call the Transfer Agent in advance of the payment date of the distribution. However, any such change will be effective only as to distributions for which the record date is five or more calendar days after the Transfer Agent has received the request.

If you elect to receive dividends and/or capital gain distributions in cash and the U.S. Postal Service cannot deliver your check, or if the check remains uncashed for six months, the Funds reserve the right to reinvest the distribution check in your Fund account at the then current NAV per share and to reinvest all subsequent distributions in shares of the applicable Fund(s).

Taxes

The following discussion is very general and does not address investors subject to special rules, such as investors who hold shares in the Funds through an IRA, 401(k), or other tax-


			Shareholder Information PRIMECAP Odyssey Funds

advantaged account. The SAI contains further information about taxes. Consult your own advisors about federal, state, and local taxation of distributions from the Fund.

Distributions made by a Fund will normally be taxable to shareholders for federal income tax purposes whether received in shares (through dividend reinvestment) or in cash. Distributions derived from net investment income, including net short-term capital gains, are taxable to shareholders as ordinary income or “qualified dividend income.” Distributions from a Fund’s net capital gain (i.e., the excess of its net long-term capital gain over its net short-term capital loss) are taxable as long-term capital gains for federal income tax purposes regardless of the length of time shares of the Fund have been held. Noncorporate shareholders ordinarily pay tax at reduced rates on long-term capital gain.

A portion of the dividends received from a Fund (but none of the Fund’s capital gain distributions) may qualify for the dividends-received deduction for corporate shareholders. Distributions of investment income that a Fund reports as “qualified dividend income” may be eligible to be taxed to noncorporate shareholders at the reduced rates applicable to long-term capital gain if certain requirements are satisfied.

Although distributions are generally taxable when received, certain distributions made in January are taxable as if received in the prior December.

Any dividend or distribution paid by a Fund has the effect of reducing the net asset value of the Fund by the per-share amount of the dividend or distribution. If you purchase shares shortly before the record date of a dividend or distribution, the dividend or distribution will be subject to income taxes as discussed above even though the dividend or distribution represents, in substance, a partial return of your capital.

The Funds will inform you annually of the amount and nature of their distributions.

If you sell or redeem Fund shares or exchange them for shares of another Fund, it is generally considered a taxable event.

A Medicare contribution tax is imposed at the rate of 3.8% on all or a portion of the net investment income of U.S. individuals with income exceeding specified thresholds, and on all or a portion of the undistributed net investment income of certain estates and trusts. Net investment income generally includes for this purpose dividends and capital gain distributions paid by the Funds and gain on the redemption or exchange of Fund shares.

The Funds may be required to withhold federal income tax (backup withholding) from dividend payments, distributions, and redemption proceeds if you fail to furnish your Social Security or Tax Identification Number, fail to certify that the Social Security or Tax Identification Number you provided is correct, or fail to certify that you are not subject to backup withholding. The certification is included as part of the account application form. The backup withholding rate is currently 24%.


			Shareholder Information PRIMECAP Odyssey Funds

Ordinary dividends and certain other payments made by a Fund to a non-U.S. shareholder are subject to withholding of federal income tax at the rate of 30% (or such lower rate as may be determined in accordance with any applicable treaty). Ordinary dividends that are reported by a Fund as “interest-related dividends” or “short-term capital gain dividends” are generally exempt from such withholding. In general, a Fund may report interest-related dividends to the extent of its net income derived from U.S.-source interest and a Fund may report short-term capital gain dividends to the extent its net short-term capital gain for the taxable year exceeds its net long-term capital loss. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax described in this paragraph.

Unless certain non-U.S. entities that hold shares comply with Internal Revenue Service requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to distributions payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the United States and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

Dividends and interest earned by a Fund with respect to foreign securities may be subject to withholding and other taxes imposed by foreign countries. None of the Funds anticipates that it will be eligible to pass through such taxes to investors for the purposes of claiming a foreign tax credit.

Other Information

Anti-Money Laundering

In compliance with the USA PATRIOT Act of 2001, the Funds’ Transfer Agent will verify certain information on your account application as part of the Funds’ anti-money laundering program. As requested on the application, you must supply your full name, date of birth, Social Security number, and permanent street address. If you are opening the account in the name of a legal entity (e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identities of the beneficial owners. Mailing addresses containing only a P.O. Box will not be accepted. If you do not supply the necessary information, the Transfer Agent may not be able to open your account. Please contact the Funds’ Transfer Agent at 1‑800‑729‑2307 if you need additional assistance when completing your application.

If the Funds’ Transfer Agent does not have a reasonable belief of the identity of a shareholder, the account application will be rejected. In the rare event that the Transfer Agent is unable to verify your identity, the Fund reserves the right to redeem your account at the current day’s net asset value.


			Shareholder Information PRIMECAP Odyssey Funds

Frequent Trading

Each Fund and the Transfer Agent may reject any purchase order for any reason and without prior notice. Excessive or short-term trading (such as market timing) in Fund shares may harm performance by compromising portfolio management strategies and increasing Fund expenses. A Fund or the Transfer Agent may reject a purchase order and may terminate or restrict the exchange privilege of any investor, group of investors, or person acting on behalf of any investor or investors, whose pattern of trading or transaction history involves, in the opinion of the Advisor or the Transfer Agent, actual or potential harm to the Fund. A Fund or the Transfer Agent may notify the investor that a purchase order or an exchange has been rejected after the day the order is placed or after acceptance by an intermediary. If a Fund or the Transfer Agent rejects the purchase portion of an exchange order, the shareholder’s exchange request will be treated solely as a redemption request. In some cases, where shares are held in omnibus or retirement plan accounts, it may not be practicable for the Funds to monitor such activity.

To the extent that a Fund or its agents are unable to curtail excessive or short-term trading (such as market timing), these practices may interfere with the efficient management of the Fund’s portfolio and may result in the Fund engaging in certain activities to a greater extent than it otherwise would, such as engaging in more frequent portfolio transactions and maintaining higher cash balances. More frequent portfolio transactions would increase a Fund’s operating costs and decrease its investment performance, and maintenance of a higher level of cash balances would likewise result in lower Fund investment performance during periods of rising markets. The costs of such activities would be borne by all Fund shareholders, including the long-term investors who do not generate the costs. Additionally, frequent trading may also interfere with the Advisor’s ability to efficiently manage the Funds and compromise its portfolio management strategy. The Funds’ policies with respect to frequent trading apply uniformly to all shareholders of the Funds.

Shareholders seeking to engage in excessive trading practices may use a variety of strategies to avoid detection and, despite the efforts of the Funds to prevent excessive trading, there is no guarantee that the Funds or the Funds’ Transfer Agent will be able to identify such shareholders or curtail their trading practices. The ability of the Funds and their agents to detect and curtail excessive trading practices may also be limited by operational systems and technological limitations. In addition, the Funds receive purchase, exchange, and redemption orders through financial intermediaries and may not always know or reasonably be able to detect excessive trading which may be facilitated by these intermediaries or by their use of omnibus account arrangements. However, the Distributor has entered into written agreements with each of the Fund’s financial intermediaries under which the intermediary must, upon request, provide the Fund with certain shareholder and identity trading information so that the Fund can enforce its market timing policies.


			Shareholder Information PRIMECAP Odyssey Funds

Redemption of Small Accounts

If your account balance falls below $500 because of redemptions, a Fund may notify you and, if your investment value remains below $500 for a continuous 60-day period, the Fund may redeem your shares. However, a Fund will not redeem shares based solely upon changes in the market that reduce the NAV of your shares. The Funds reserve the right to modify or terminate these involuntary features at any time upon 60 days’ notice.

Contact Information

For Transfer Agent services: U.S. Bank Global Fund Services 1‑800‑729‑2307

For retirement plan services: Call your employer or plan administrator

Telephone conversations may be recorded or monitored for verification, recordkeeping, and quality-assurance purposes.

Unclaimed Property/Lost Shareholder

It is important that the Funds maintain a correct address for each shareholder. An incorrect address may cause a shareholder’s account statements and other mailings to be returned to the Funds. Based upon statutory requirements for returned mail, the Funds will attempt to locate the shareholder or rightful owner of the account. If a Fund is unable to locate the shareholder, then it will determine whether the shareholder’s account can legally be considered abandoned. The value of your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The shareholder’s last known address of record determines which state has jurisdiction. The Funds recommend that you contact the Transfer Agent toll-free at 1‑800‑729‑2307 at least annually to ensure your account remains in active status.

If you are a resident of the state of Texas, you may designate a representative to receive notifications that, due to inactivity, your mutual fund account assets may be delivered to the Texas Comptroller. Please contact the Transfer Agent if you wish to complete a Texas Designation of Representative form.

Household Mailings

Each year, you are automatically sent an updated Prospectus for the Funds. You may also occasionally receive proxy statements for the Funds. In an effort to decrease costs and to reduce the volume of mail you receive, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same address.


			Shareholder Information PRIMECAP Odyssey Funds

Index Description

The S&P 500® index is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. You cannot invest directly in an index.


			Financial Highlights PRIMECAP Odyssey Stock Fund

The following tables show each Fund’s financial performance through the fiscal year ended October 31, 2023. Certain information reflects financial results for a single Fund share. “Total return” shows how much your investment in a Fund would have increased or decreased during the period, assuming you had reinvested all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Its report and the Funds’ financial statements are included in the Annual Report to shareholders for the fiscal year ended October 31, 2023, which is available upon request.

For a capital share outstanding throughout each year.


	Year Ended Oct. 31, 2023			Year Ended Oct. 31, 2022			Year Ended Oct. 31, 2021			Year Ended Oct. 31, 2020			Year Ended Oct. 31, 2019

Net asset value, beginning of year	$	34.78		$	42.97		$	31.89		$	34.33		$	31.79

Income (loss) from investment operations:
Net investment income	0.40(1)			0.35(1)			0.27(1)			0.40(1)			0.46
Net realized and unrealized gain (loss) on investments and foreign currency	2.25			(4.78)			13.57			(0.76)			2.95
Total from investment operations	2.65			(4.43)			13.84			(0.36)			3.41

Less:
Dividends from net investment income	(0.41)			(0.28)			(0.48)			(0.47)			(0.34)
Distributions from net realized gain	(3.46)			(3.48)			(2.28)			(1.61)			(0.53)
Total distributions	(3.87)			(3.76)			(2.76)			(2.08)			(0.87)

Net asset value, end of year	$	33.56		$	34.78		$	42.97		$	31.89		$	34.33

Total return	8.13		%	(11.33		%)	45.44		%	(1.48		%)	11.22		%

Ratios/supplemental data:
Net assets, end of year (millions)	$5,231.3			$5,799.1			$7,733.6			$6,244.6			$10,274.3

Ratio of expenses to average net assets	0.67		%	0.66		%	0.65		%	0.65		%	0.65		%

Ratio of net investment income to average net assets	1.15		%	0.93		%	0.67		%	1.28		%	1.38		%

Portfolio turnover rate	4		%	4		%	6		%	8		%	6		%

____________

(1) Calculated using the average shares method.


Financial Highlights PRIMECAP Odyssey Growth Fund

For a capital share outstanding throughout each year.


	Year Ended Oct. 31, 2023			Year Ended Oct. 31, 2022			Year Ended Oct. 31, 2021			Year Ended Oct. 31, 2020			Year Ended Oct. 31, 2019

Net asset value, beginning of year	$	36.70		$	50.78		$	40.31		$	39.68		$	38.43

Income from investment operations:
Net investment income	0.18(1)			0.16(1)			0.05(1)			0.16(1)			0.22
Net realized and unrealized gain (loss) on investments and foreign currency	3.04			(8.21)			15.72			2.57			1.88
Total from investment operations	3.22			(8.05)			15.77			2.73			2.10

Less:
Dividends from net investment income	(0.21)			(0.05)			(0.17)			(0.20)			(0.12)
Distributions from net realized gain	(3.95)			(5.98)			(5.13)			(1.90)			(0.73)
Total distributions	(4.16)			(6.03)			(5.30)			(2.10)			(0.85)

Net asset value, end of year	$	35.76		$	36.70		$	50.78		$	40.31		$	39.68

Total return	9.30		%	(17.61		%)	41.97		%	6.83		%	5.75		%

Ratios/supplemental data:
Net assets, end of year (millions)	$6,274.9			$6,957.6			$10,168.5			$8,606.4			$12,365.6

Ratio of expenses to average net assets	0.66		%	0.65		%	0.65		%	0.65		%	0.64		%

Ratio of net investment income to average net assets	0.48		%	0.40		%	0.10		%	0.42		%	0.53		%

Portfolio turnover rate	7		%	4		%	7		%	9		%	6		%

____________

(1) Calculated using the average shares method.


Financial Highlights PRIMECAP Odyssey Aggressive Growth Fund

For a capital share outstanding throughout each year.


	Year Ended Oct. 31, 2023			Year Ended Oct. 31, 2022			Year Ended Oct. 31, 2021			Year Ended Oct. 31, 2020			Year Ended Oct. 31, 2019

Net asset value, beginning of year	$	38.92		$	60.37		$	48.07		$	43.46		$	44.71

Income (loss) from investment operations:
Net investment income (loss)	(0.03)(1)			(0.09)(1)			(0.22)(1)			(0.10)(1)			0.03
Net realized and unrealized gain (loss) on investments and foreign currency	3.42			(15.51)			16.73			7.10			1.72
Total from investment operations	3.39			(15.60)			16.51			7.00			1.75

Less:
Dividends from net investment income	—			—			—			—			(0.03)
Distributions from net realized gain	(3.91)			(5.85)			(4.21)			(2.39)			(2.97)
Total distributions	(3.91)			(5.85)			(4.21)			(2.39)			(3.00)

Net asset value, end of year	$	38.40		$	38.92		$	60.37		$	48.07		$	43.46

Total return	9.01		%	(28.21		%)	35.53		%	16.52		%	4.71		%

Ratios/supplemental data:
Net assets, end of year (millions)	$6,353.4			$6,931.1			$11,735.2			$9,571.4			$9,851.4

Ratio of expenses to average net assets	0.65		%	0.65		%	0.64		%	0.64		%	0.63		%

Ratio of net investment income (loss) to average net assets	(0.09		%)	(0.19		%)	(0.39		%)	(0.23		%)	0.01		%

Portfolio turnover rate	5		%	4		%	9		%	17		%	7		%

____________

(1) Calculated using the average shares method.


			Privacy Notice PRIMECAP Odyssey Funds

PRIMECAP Management Company

PRIVACY NOTICE

Maintaining the confidentiality of client personal financial information is very important to PRIMECAP Odyssey Funds (the “Trust”) and PRIMECAP Management Company (the “Advisor”). The Advisor and the Trust may collect several types of nonpublic personal information about investors, including:

◦Information from forms that investors may fill out and send to the Advisor or the Trust in connection with an account (such as name, address, and Social Security number).

◦Information an investor may give the Advisor or the Trust orally.

◦Information about the amount investors have invested in an account.

◦Information about any bank account investors may use for transfers between a bank account and a shareholder account.

The Advisor and the Trust will not sell or disclose client personal information to anyone except as permitted or required by law. For example, information collected may be shared with the independent auditors in the course of the annual audit of the Advisor or the Trust. The Advisor or the Trust may also share this information with the Advisor’s or the Trust’s legal counsel, as deemed appropriate, and with regulators. Finally, the Advisor or the Trust may disclose information about clients or investors at the client’s or investor’s request (for example, by sending duplicate account statements to someone designated by the client or investor), or as otherwise permitted or required by law.

Within the Advisor and the Trust, access to information about clients and investors is restricted to those employees or service providers who need to know the information to service client accounts. The Advisor’s employees are trained to follow its procedures to protect client privacy and are instructed to access information about clients only when they have a business reason to obtain it.

The Advisor and the Trust reserve the right to change this privacy policy in the future, but we will not disclose investor nonpublic personal information except as required or permitted by law without giving the investor an opportunity to instruct us not to do so.


Annual/Semiannual Report to Shareholders. The Trust’s shareholder reports contain additional information about the Funds, including financial statements, investment results, portfolio holdings, a statement from management discussing market conditions and the Funds’ investment strategies that significantly affected the Funds’ performance during their last fiscal year, and the independent registered public accounting firm’s report (in the Annual Report). Statement of Additional Information (“SAI”). The SAI contains more detailed information on all aspects of the Funds, including the Funds’ financial statements, and is incorporated by reference into this prospectus. The SAI has been filed with the Securities and Exchange Commission (“Commission"). The SAI and other related materials about the Funds are available on the EDGAR database on the Commission’s website at www.sec.gov; or, after payment of a duplicating fee, via e-mail request to [email protected]. If you would like to receive a free copy of the SAI or Annual/Semiannual Reports to shareholders, or to make inquiries about the Funds, please call the Funds at 1-800-729-2307 or write to the Funds c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. The Funds’ documents are also available on the Funds’ website at www.primecap.com. Investment Company File No. 811-21597