Form N-PX

Annual Report of Proxy Voting Record of

Copley Fund, Inc.

Investment Company Act File No.: 811-2815

Registrant

Copley Fund, Inc.

5348 Vegas Drive

Las Vegas NV 89108

Agent for Service

Fiscal Year end: February 29

Date of Reporting Period: July 1, 2011 to June 30, 2012

Name	Ticker	CUSIP	Meeting Date	Item Description	Proponent (Management/Shareholder)	Voted (Yes/No)	Vote Cast	With or Against Mgt Rec
Ameren Corporation	AEE	23608102	4/24/2012	Election of Directors
				Stephen F. Brauer	Management	Yes	For	With
				Catherine S. Brune	Management	Yes	For	With
				Ellen M. Fitzsimmons	Management	Yes	For	With
				Walter J. Galvin	Management	Yes	For	With
				Gayle P. W. Jackson	Management	Yes	For	With
				James C. Johnson	Management	Yes	For	With
				Steven H. Lipstein	Management	Yes	For	With
				Patrick T. Stokes	Management	Yes	For	With
				Thomas R. Voss	Management	Yes	For	With
				Stephen R. Wilson	Management	Yes	For	With
				Jack D. Woodard	Management	Yes	For	With
	AEE			Advisory Approval of the compensation of the executives	Management	Yes	For	With
	AEE			Ratify Appt - PriceWaterhouse Coopers LLP as Independent Registered Accounting Firm for Fiscal Year Ending December 31, 2012	Management	Yes	For	With
	AEE			Report on Coal Combustion Waste	Shareholder	Yes	Against	With
	AEE			Report on Coal -Related Costs and Risk	Shareholder	Yes	Against	With
	AEE			Assessment and Report on Greenhouse Gas and other Air Emissions Reductions	Shareholder	Yes	Against	With
American Electric Power Company, Inc.	AEP	25537101	4/24/2012	Election of Directors
				Nicholas K. Akins	Management	Yes	For	With
				David J. Anderson	Management	Yes	For	With
				James F. Cordes	Management	Yes	For	With
				Ralph D. Crosby, Jr.	Management	Yes	For	With
				Linda A. Goodspeed	Management	Yes	For	With
				Thomas E. Hoaglin	Management	Yes	For	With
				Michael G. Morris	Management	Yes	For	With
				Richard C. Notebaert	Management	Yes	For	With
				Lionel L. Nowell III	Management	Yes	For	With
				Richard L. Sandor	Management	Yes	For	With
				Sara Martinez Tucker	Management	Yes	For	With
				John F. Turner	Management	Yes	For	With
	AEP			Approval - American Electric Power System Senior Officer Incentive Plan	Management	Yes	For	With
	AEP			Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm for Fiscal Year ending December 31, 2012	Management	Yes	For	With
	AEP			Advisory Approval of the Company's Executive Compensation	Management	Yes	For	With
Delta Natural Gas Company, Inc.	DGAS	247748106	11/17/2011	Election of Directors
				Glenn R. Jennings	Management	Yes	For	With
				Lewis N. Melton	Management	Yes	For	With
				Arthur E. Walker, Jr.	Management	Yes	For	With
	DGAS			Ratify Appt - Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Management	Yes	For	With
	DGAS			Advisory vote to approve the compensation paid to named executive officers	Management	Yes	For	With
	DGAS			Advisory vote on whether the shareholder vote on named excutive officers' compensation should occur every 1, 2 or 3 years	Management	Yes	1yr	With
DTE Energy Company	DTE	233331107	5/3/2012	Election of Directors
				Gerald M. Anderson	Management	Yes	For	With
				Charles G. McClure, Jr.	Management	Yes	For	With
				Eugene A. Miller	Management	Yes	For	With
				Charles W. Pryor, Jr.	Management	Yes	For	With
				Ruth G. Shaw	Management	Yes	For	With
	DTE			Independent Accounting Firm PriceWaterhouse Coopers LLP	Management	Yes	For	With
	DTE			Executive Compensation	Management	Yes	For	With
	DTE			Amend the 2006 Long-Term Incentive Plan	Management	Yes	For	With
	DTE			Political Contributions	Shareholder	Yes	Against	With
	DTE			Greenhouse Gas Emissions	Shareholder	Yes	Against	With
Exelon Corporation	EXC	30161N101	4/2/2012	Election of Directors
				John A. Canning, Jr.	Management	Yes	For	With
				Christopher M. Crane	Management	Yes	For	With
				M. Walter D'Alessio	Management	Yes	For	With
				Nicholas DeBenedictis	Management	Yes	For	With
				Nelson A. Diaz	Management	Yes	For	With
				Sue L. Gin	Management	Yes	For	With
				Rosemarie B. Greco	Management	Yes	For	With
				Paul L. Joskow	Management	Yes	For	With
				Richard W. Mies	Management	Yes	For	With
				John M. Palms	Management	Yes	For	With
				Willliam C. Richardson	Management	Yes	For	With
				Thomas J. Ridge	Management	Yes	For	With
				John W. Rogers, Jr.	Management	Yes	For	With
				John W. Rowe	Management	Yes	For	With
				Stephen D. Steinour	Management	Yes	For	With
				Don Thompson	Management	Yes	For	With
				Ann C. Berzin	Management	Yes	For	With
				Yves C. de Balmann	Management	Yes	For	With
				Robert J. Lawless	Management	Yes	For	With
				Mayo A. Shattuck III	Management	Yes	For	With
	EXC			Ratification of PriceWaterhouse Coopers LLP as Exelon's Independent Accountant for the year 2012	Management	Yes	For	With
	EXC			Advisory Vote on executive compensation	Management	Yes	For	With
Great Plains Energy Incorporated	GXP	391164100	5/1/2012	Election of Directors
				Terry Bassham	Management	Yes	For	With
				David L. Bodde	Management	Yes	For	With
				Michael J. Chesser	Management	Yes	For	With
				R. C. Ferguson, Jr.	Management	Yes	For	With
				Gary D. Forsee	Management	Yes	For	With
				Thomas D. Hyde	Management	Yes	For	With
				James A. Mitchell	Management	Yes	For	With
				John J. Sherman	Management	Yes	For	With
				Linda H. Talbott	Management	Yes	For	With
				Robert H. West	Management	Yes	For	With
	GXP			Advisory Vote on Executive Compensation	Management	Yes	For	With
	GXP			Ratification of Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accountants for 2012	Management	Yes	For	With
New Jersey Resources Corporation	NJR	646025106	1/25/2012	Election of Directors
				Donald L. Correll	Management	Yes	For	With
				M. William Howard, Jr.	Management	Yes	For	With
				J. Terry Strange	Management	Yes	For	With
				George R. Zoffinger	Management	Yes	For	With
	NJR			Non-Binding Advisory Resolution Approving the Compensation of Named Executive Officers	Management	Yes	For	With
	NJR			Ratify the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2012	Management	Yes	For	With
NSTAR Electric Co.	NSTAR	67019E107	12/13/2011	Election of Class III Trustees
				Charles K. Gifford	Management	Yes	For	With
				Paul A. La Camera	Management	Yes	For	With
				William C. Van Faasen	Management	Yes	For	With
	NSTAR			Approval of Exective Compensation Disclosed in the Proxy Statement	Management	Yes	For	With
	NSTAR			Approval on the frequency of holding an advisory vote on executive compensation	Management	Yes	1 yr	With
	NSTAR			Ratify the appointment of PriceWaterhouseCoopers LLP as the Company's Independent Registered Public Accountants for 2011	Management	Yes	For	With
Progress Energy, Inc.	PGN	743263105	8/23/2011	Approve the Plan of Merger Contained in the Agreement and Plan of Merger, dated as of January 8, 2011	Management	Yes	For	With
	PGN			Adjourn the Progress Energy, Inc. Special Meeting of Shareholders, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal	Management	Yes	For	With
Public Service Enterprise Group Inc.	PEG	744573106	4/17/2012	Election of Directors
				Albert R. Gamper, Jr.	Management	Yes	For	With
				Conrad K. Harper	Management	Yes	For	With
				William V. Hickey	Management	Yes	For	With
				Ralph Izzo	Management	Yes	For	With
				Shirley Ann Jackson	Management	Yes	Against	Against
				David Lilley	Management	Yes	For	With
				Thomas A. Renyi	Management	Yes	For	With
				Hak Cheol Shin	Management	Yes	For	With
				Richard J. Swift	Management	Yes	Against	Against
				Susan Tomasky	Management	Yes	For	With
	PEG			Advisory Vote on Executive Compensation	Management	Yes	For	With
	PEG			Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor for the Year 2012	Management	Yes	For	With
The PNC Financial Services Group, Inc.	PNC	693475105	4/24/2012	Election of Directors
				Richard O. Berndt	Management	Yes	For	With
				Charles E. Bunch	Management	Yes	For	With
				Paul W. Chellgren	Management	Yes	For	With
				Kay Coles James	Management	Yes	For	With
				Richard B. Kelson	Management	Yes	For	With
				Bruce C. Lindsay	Management	Yes	For	With
				Anthony A. Massaro	Management	Yes	For	With
				Jane G. Pepper	Management	Yes	For	With
				James E. Rohr	Management	Yes	For	With
				Donald J. Shepard	Management	Yes	For	With
				Lorene K. Steffes	Management	Yes	For	With
				Dennis F. Strigl	Management	Yes	For	With
				Thomas J. Usher	Management	Yes	For	With
				George H. Walls, Jr.	Management	Yes	For	With
				Helge H. Wehmeier	Management	Yes	For	With
	PNC			Ratification of Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2012	Management	Yes	For	With
	PNC			Approval of an Advisory Vote on executive compensation	Management	Yes	For	With
Sunoco, Inc.	SUN	86764P109	5/3/2012	Election of Directors
				I.C. Britt	Management	Ys	For	With
				C. C. Casciato	Management	Yes	For	With
				W.H. Ester	Management	Yes	For	With
				G.W. Edwards	Management	Yes	For	With
				U. O. Fairbairn	Management	Yes	For	With
				J. P. Jones, III	Management	Yes	For	With
				J. G. Kaiser	Management	Yes	For	With
				B. P. MacDonald	Management	Yes	For	With
				J. K. Wulff	Management	Yes	For	With
	SUN			Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Fiscal Year 2012	Management	Yes	For	With
	SUN			Advisory Vote on Executive Compensation	Management	Yes	For	With
	SUN			Equity Awards	Shareholder	Yes	Against	With
Verizon Communications Inc.	VZ	92343V104	3/5/2012	Election of Directors
				Richard L. Carrion	Management	Yes	For	With
				Melanie L. Healey	Management	Yes	For	With
				M. Frances Keeth	Management	Yes	For	With
				Robert W. Lane	Management	Yes	For	With
				Lowell C. McAdam	Management	Yes	For	With
				Sandra O. Moose	Management	Yes	For	With
				Joseph Neubauer	Management	Yes	For	With
				Donald T. Nicolaisen	Management	Yes	For	With
				Clarence Otis, Jr.	Management	Yes	For	With
				Hugh B. Price	Management	Yes	For	With
				Rodney E. Slater	Management	Yes	For	With
	VZ			Ratification of Appointment of Independent Registered Public Accounting Firm	Management	Yes	For	With
	VZ			Advisory Vote on Executive Compensation	Management	Yes	For	With
	VZ			Disclosure of Prior Government Services	Shareholder	Yes	Against	With
	VZ			Disclosure of Lobbying Activities	Shareholder	Yes	Against	With
	VZ			Vesting of Performance Stock Units	Shareholder	Yes	Against	With
	VZ			Shareholder Right to Call a Special Meeting	Shareholder	Yes	Against	With
	VZ			Sharehold Action by Written Consent	Shareholder	Yes	Against	With
	VZ			Network Neutrality for Wireless Broadband	Shareholder	Yes	Against	With
WGL Holdings, Inc.	WGL	92924F106	3/1/2012	Election of Directors
				Michael D. Barnes	Management	Yes	For	With
				George P. Clancy, Jr.	Management	Yes	For	With
				James W. Dyke, Jr.	Management	Yes	For	With
				Melvyn J. Estrin	Management	Yes	For	With
				Nancy C. Floyd	Management	Yes	For	With
				James F. LaFond	Management	Yes	For	With
				Debra L. Lee	Management	Yes	For	With
				Terry D. McCallister	Management	Yes	For	With
	WGL			Ratify the Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for Fiscal Year 2012	Management	Yes	For	With
	WGL			Re-Approve the WGL Holdings, Inc. Omnibus Incentive Compensation Plan	Management	Yes	For	With
	WGL			Approve, by Non-Binding Vote, Compensation Paid to Certain Executive Officers	Management	Yes	For	With
	WGL			Provide Cumulative Voting in the Election of Directors	Management	Yes	Against	With

SIGNATURES

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

Copley Fund, Inc.

By: /s/ Irving Levine

President

Date: August 22, 2012