ITEM 1. REPORT TO SHAREHOLDERS.

Semi-Annual Report

August 31, 2013

COPLEY FUND, INC.

A No-Load Fund

COPLEY FUND, INC.

FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDING
AUGUST 31, 2013


Title	Page
Shareholder Letter and Management’s Discussion of Fund Performance		1 – 2
Per Share Value Graph		3
Portfolio of Investments as of August 31, 2013 (unaudited)		4 – 6
Statement of Assets and Liabilities as of August 31, 2013 (unaudited)		7
Statement of Operations for the six months ended August 31, 2013 (unaudited)		8
Statements of Changes in Net Assets for the six months ended August 31, 2013 (unaudited) and year ended February 28, 2013 (audited)		9
Statement of Cash Flows for the six months ended August 31, 2013 (unaudited)		10
Financial Highlights for the six months ended August 31, 2013 (unaudited) and years ended February 28 or 29, 2013 through 2009 (audited)		11 – 12
Notes to Financial Statements (unaudited)		13 – 17
Disclosure of Fund Expenses		18
Supplemental Data		19
General		19
Voting Proxies on Fund Portfolio Securities		19
Disclosure of Portfolio Holdings		19
Approval of Investment Advisory Agreement		19 – 20
Privacy Policy		21


About the Fund’s Directors and Officers			Inside Back Cover

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COPLEY FINANCIAL SERVICES CORP.

Adviser and Administrator to Copley Fund, Inc.
P.O. Box 3287
Fall River, MA 02722
Tel: (508) 674-8459
Fax: (508) 672-9348

October 2, 2013

Dear Fellow Shareholder:

Uncertainty and volatility are the present keynotes of the stock market. Our country’s complicated foreign investments, the inability of our government to deal consensually with economic and fiscal policy, and above all the obvious uncertainty of the Federal Reserve as to whether to start to raise interest rates have created this scenario of volatility. Our dividend stocks have especially been affected by the waffling of the Federal Reserve, the theory being that when interest rates increase the value of the dividend stocks decrease. However, historically, in the long term, this has had a minor effect on stock prices.

Despite the obvious problems it seems our country is strong enough to maintain a reasonably normal standard of value.

Copley Fund was created in 1978 not to play the market but to collect dividends in ever increasing amounts. Most of our stocks are long term investments with annual increases in income and dividends. These increases have resulted in the following: a portfolio of approximately $85 million with unrealized gains of approximately $60 million – a fine result to say the least. As a result of this $60 million of unrealized gains the SEC forced us on November 30, 2007 to create a corporate tax reserve of 35% or approximately $22 million. This occurred after 32 years of judgments of management and the Board as to the proper and practical tax reserve. Hopefully we are in the final stage of attempting to mitigate this requirement.

Our retail operations seem to have some volume increases. We are looking forward to the holiday season and then will decide on more expansion.

As is our custom, we present the chart and numbers based on a calendar year, which give us a clear picture of our past and give credence to our basic philosophy and our structure for the future.

CHANGE IN REPORTED NET ASSET VALUE:


1984	+23.90	%
1985	+25.00	%
1986	+18.00	%
1987	-8.00	%
1988	+20.00	%
1989	+16.00	%
1990	-2.00	%
1991	+18.00	%
1992	+18.00	%
1993	+10.00	%
1994	-7.00	%
1995	+26.00	%
1996	+5.00	%
1997	+25.00	%

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1998	+14.00	%
1999	-6.86	%
2000	+22.50	%
2001	-9.30	%
2002	-13.90	%
2003	+14.31	%
2004	+12.99	%
2005	+5.89	%
2006	+19.70	%
2007	-10.83	%	*SEC mandated change to tax reserve
2008	-15.60	%	*
2009	+2.36	%	*
2010	+7.04	%	*
2011	+13.00	%	*
2012	+ 4.89	%	*
2013	+9.70	%*	*As of August 31, 2013

Please note that the performance figures for years prior to 2007/2008 are consistent with the information furnished in prior reports and do not reflect an adjustment for the change in calculation of our tax reserve.

The performance data quoted represents past performance and investment return. The prices of the shares held by Copley will fluctuate so that the investor’s shares, when redeemed, may be worth more or less than the original cost or the value shown at August 31, 2013. Please remember that past performance does not guarantee future results, and current performance may be higher or lower than the performance data quoted.

All of the above gives us optimism for the future growth of Copley Fund.

We thank the Board for their efforts in participating in various travels and meetings to deal with the tax reserve problem and other fund matters. In addition to the Board, we thank our staff and our professional advisors for their advice and great efforts in assuring the perpetuation of Copley Fund; also, and primarily, our shareholders for their confidence in Copley’s concept.

Cordially yours,

[GRAPHIC MISSING]
Irving Levine
President

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COPLEY FUND, INC.

PER SHARE VALUE

CALENDAR YEAR ENDED DECEMBER 31
PERIOD ENDED AUGUST 31, 2013

[GRAPHIC MISSING]

The per share values provided for years prior to 2007/2008 are consistent with information furnished in prior reports and do not reflect an adjustment for the change in accounting treatment for deferred income taxes.

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COPLEY FUND, INC.

SCHEDULE OF INVESTMENTS
August 31, 2013 (Unaudited)


	Shares		Value
COMMON STOCK – 127.77%
Banking – 6.02%
J.P. Morgan Chase & Company		42,000	$	2,122,260
PNC Financial Services Group, Inc.		25,000		1,806,750
				3,929,010
Consumer Products – 2.15%
Kimberly-Clark Corp.		15,000		1,402,200
Diversified Utility Companies – 17.86%
Alliant Energy Corp.		20,000		992,200
DTE Energy Co.		55,000		3,677,850
Dominion Resources, Inc.		60,000		3,501,000
Duke Energy Corp.		53,033		3,478,965
				11,650,015
Drug Companies – 6.39%
Bristol Myers Squibb Co.		100,000		4,169,000
Electric & Gas – 17.03%
American Electric Power, Inc.		35,000		1,498,000
First Energy Corp.		40,000		1,498,800
Great Plains Energy, Inc.		30,000		657,600
Integrys Energy Group, Inc.		20,000		1,118,400
Public Service Enterprise Group, Inc.		30,000		972,600
Scana Corp.		50,000		2,406,000
Sempra Energy, Inc.		35,000		2,954,700
				11,106,100
Electric Power Companies – 23.88%
Ameren Corp.		12,500		422,625
Exelon Corp.		23,200		707,368
NextEra Energy, Inc.		90,000		7,232,400
Northeast Utilities		65,600		2,687,632
PPL Corp.		100,000		3,070,000
Southern Co.		35,000		1,456,700
				15,576,725
Gas Utilities & Supplies – 9.90%
Delta Natural Gas Co.		40,000		808,800
New Jersey Resources Corp.		56,250		2,423,250
Northwest Natural Gas Co.		40,000		1,641,600
WGL Holdings, Inc.		38,000		1,586,120
				6,459,770
Insurance – 5.07%
Arthur J. Gallagher & Co.		80,000		3,307,200

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

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COPLEY FUND, INC.

SCHEDULE OF INVESTMENTS – Continued
August 31, 2013 (Unaudited)


	Shares		Value
Office Equipment – 1.00%
Pitney Bowes, Inc.		40,000	$	652,800
Oil – 22.71%
Chevron Corp.		46,200		5,563,866
Exxon-Mobil Corp.		106,086		9,246,455
				14,810,321
Pipelines – 1.39%
Spectra Energy Corp.		27,300		903,903
				2,248,459
Retail – 2.13%
Wal-Mart Stores, Inc.		19,000		1,386,620
Telephone – 12.24%
AT&T, Inc.		95,000		3,213,850
Frontier Communications Corp.		62,803		271,937
Verizon Communications, Inc.		95,000		4,501,100
				7,986,887
TOTAL COMMON STOCK (Cost $23,175,941) – 127.77%				83,340,551
MASTER LIMITED PARTNERSHIP – 2.06%
Pipelines – 2.06%
Energy Transfer Partners, L.P. (Cost $1,091,485)		26,225		1,344,556
TOTAL INVESTMENTS (Cost $24,267,426) – 129.83%				84,685,107
Liabilities in excess of other assets – (29.83%)				(19,457,641	)
NET ASSETS – 100.00%			$	65,227,466

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

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COPLEY FUND, INC.

SCHEDULE OF INVESTMENTS – Continued
August 31, 2013 (Unaudited)

At August 31, 2013, the net unrealized appreciation based on cost for federal income tax purposes of $24,267,426 was as follows:


Aggregate gross unrealized appreciation for all investments for which there was an excess of value over cost, net of tax effect	$	39,459,263
Aggregate gross unrealized depreciation for all investments for which there was an excess of cost over value		(187,771	)
Net unrealized appreciation net of tax effect	$	39,271,492

Portfolio Analysis
As of August 31, 2013 (Unaudited)


	% of Net Assets
Common Stock		127.77	%
Electric Power Companies		23.88	%
Oil		22.71	%
Diversified Utility Companies		17.86	%
Electric & Gas		17.03	%
Telephone		12.24	%
Gas Utilities & Supplies		9.90	%
Drug Companies		6.39	%
Banking		6.02	%
Insurance		5.07	%
Consumer Products		2.15	%
Retail		2.13	%
Pipelines		1.39	%
Office Equipment		1.00	%
Master Limited Partnership		2.06	%
Pipelines		2.06	%
Liabilities in Excess of Other Assets		(29.83	)%
Total Net Assets		100.00	%

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

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COPLEY FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
August 31, 2013 (Unaudited)


Assets:
Investments in securities at fair value (identified cost $24,267,426)	$	84,685,107
Cash and cash equivalents		1,249,278
Receivables:
Trade		11,844
Dividends and interest		358,433
Taxes		50,000
Inventory		59,229
Prepaid Expenses and Other Assets		84,631
Total Assets		86,498,522
Liabilities:
Payable for Fund shares redeemed		22,300
Investment advisory fees payable		38,214
Accrued Professional Fees		90,736
Accrued Fees		10,479
Trade payable		36,345
Deferred income taxes, net		21,072,982
Total Liabilities		21,271,056
Commitments and Contingencies
Net assets	$	65,227,466
Net Asset Value, Offering and Redemption Price Per Share (5,000,000 shares authorized, 1,127,040 shares outstanding of $1.00 par value capital stock outstanding)	$	57.88
Net assets consist of:
Capital paid in	$	1,127,040
Undistributed net investment and operating income		21,684,828
Accumulated undistributed net realized gain on investment transactions		3,070,287
Net unrealized appreciation in value of investments		39,345,311
Net assets	$	65,227,466

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

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COPLEY FUND, INC.

STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2013 (Unaudited)


Investment Income:
Interest	$	158
Dividends		1,572,207
Other Income		1,725
Total Investment Income		1,574,090
Expense:
Investment advisory fees		250,858
Professional fees		172,311
Accounting and shareholder services		35,497
Insurance		26,843
Printing		12,260
Blue Sky fees		9,619
Custodian fees		11,470
Directors fees		12,655
Postage and shipping		1,021
Miscellaneous fees		1,205
Total Expense		533,739
Less: Investment advisory fee waived		(30,000	)
Net Expense		503,739
Net Investment Income Before Income Taxes		1,070,351
Operating Income
Gross profit		18,890
Operating expense		(15,361	)
Net Operating Income Before Income Taxes		3,529
Net Investment and Operating Income Before Income Taxes		1,073,880
Provision for income taxes		—
Net Investment and Operating Income		1,073,880
Unrealized Gain on Investments
Net change in unrealized appreciation of investments, net of deferred income taxes of $507,823		943,711
Net Unrealized Gain on Investments		943,711
Net Increase in Net Assets Resulting From Operations	$	2,017,591

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

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COPLEY FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS


	Six Months Ended August 31, 2013			Year Ended February 28, 2013
	(Unaudited)
Increase in Net Assets from Operations
Net investment and operating income	$	1,073,880		$	2,205,999
Net realized gain from investment transactions		—			400,758
Net change in unrealized appreciation on investments, net of deferred taxes		943,711			4,986,239
Net Increase in Net Assets Resulting From Operations		2,017,591			7,592,996
Capital Share Transactions
Proceeds from shares sold		853,870			464,805
Payments for shares redeemed		(2,712,950	)		(7,596,272	)
Net decrease in net assets from shares of beneficial interest		(1,859,080	)		(7,131,467	)
Total increase in net assets		158,511			461,529
Net Assets:
Beginning of Period		65,068,955			64,607,426
End of Period (including undistributed net investment and operating income of $21,684,828 and $22,438,737 respectively)	$	65,227,466		$	65,068,955

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

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COPLEY FUND, INC.

STATEMENT OF CASH FLOWS
For the Six Months Ended August 31, 2013 (Unaudited)


Increase (Decrease) in Cash and cash equivalents
Cash flows from operating activities
Dividends and interest received	$	1,620,323
Receipts from customers		36,226
Expenses paid		(465,018	)
Payments to suppliers		(6,301	)
Net cash provided by operating activities		1,185,230
Cash flows used by financing activities
Fund shares issued		853,920
Fund shares redeemed		(2,734,705	)
Net cash used by financing activities		(1,880,785	)
Net decrease in cash and cash equivalents		(695,555	)
Cash and cash equivalents at beginning of period		1,944,833
Cash and cash equivalents as of August 31, 2013	$	1,249,278
RECONCILIATION OF NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	2,017,591
Increase in investments		(1,451,536	)
Decrease in dividends and interest receivable		47,956
Decrease in trade receivables		374
Increase in inventory		(1,264	)
Increase in other assets		(8,522	)
Increase in trade payables		10,201
Increase in accrued expenses		2,876
Increase in advisory fee payable		4,284
Increase in professional fee payable		55,447
Increase in deferred taxes		507,823
Total adjustments		(832,261	)
Net cash provided by operating activities	$	1,185,230

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

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COPLEY FUND, INC.

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of capital stock outstanding throughout each period presented.^(a)

The financial highlights table is intended to help you understand the Fund’s financial performance for the years February 28, 2009 through February 28, 2013, and the six months ended August 31, 2013. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund. The financial highlights for the years ended February 28, 2010 through 2013 were audited by EisnerAmper LLP. The financial highlights for the year ended February 28, 2009 were audited by Amper, Politiziner & Mattia, LLP.

The annual financial information is included in the Fund’s annual report to Shareholders, a copy of which is available at no charge on request by calling 877-881-2751.


	Six Months Ended August 31, 2013 (Unaudited)			Fiscal Years Ending February 28 or 29,
	Six Months Ended August 31, 2013 (Unaudited)			2013			2012			2011			2010			2009
Net Asset Value, Beginning of Period	$	56.17		$	49.89		$	46.27		$	40.21		$	35.80		$	44.07
Income (loss) From Operations:
Net investment gain		0.94			1.76			1.37			1.21			1.43			1.20
Net gain (loss) from securities (both realized and unrealized)		0.77			4.52			2.25			4.85			2.98			(9.47	)
Total from operations		1.71			6.28			3.62			6.06			4.41			(8.27	)
Net Asset Value, End of Period	$	57.88		$	56.17		$	49.89		$	46.27		$	40.21		$	35.80
Total Return^(b)		3.04	%		12.59	%		7.82	%		15.07	%		12.32	%		(18.77	)%
Ratios/Supplemental Data
Net assets, end of period (in 000's)	$	65,227		$	65,069		$	64,607		$	63,075		$	56,228		$	53,765
Ratio of total expenses, including net regular and deferred taxes, to average net assets*		3.12	%^(c)		6.23	%		4.60	%		8.06	%		5.54	%		2.40	%**
Ratio of total expenses, excluding net regular and deferred taxes, to average net assets*		1.62	%^(c)		1.68	%		2.06	%		1.95	%		1.70	%		2.06	%
Ratio of net investment and operating income (loss) to average net assets		1.58	%^(c)		-1.18	%		0.43	%		-3.38	%		3.65	%		2.80	%
Ratio of net investment and operating income, excluding deferred taxes, to average net assets		3.08	%^(c)		3.37	%		2.88	%		2.74	%		3.25	%		3.14	%
Portfolio turnover rate		0.00	%^(c)		0.64	%		0.00	%		2.90	%		1.76	%		2.78	%
Number of shares outstanding at end of period (in thousands)		1,127			1,158			1,295			1,363			1,399			1,502

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

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COPLEY FUND, INC.

FINANCIAL HIGHLIGHTS (Continued)

The financial highlight ratios above do not reflect investment fees waivers $30,000 for the six months ended August 31, 2013, $60,000 for the years ended February 28, 2013 through 2010 and $185,972 for the year ended February 28, 2009. If the waivers had been included, the following ratios would apply:


	Six Months Ended August 31, 2013 (Unaudited)		Fiscal Years Ending February 28 or 29,
	Six Months Ended August 31, 2013 (Unaudited)		2013			2012			2011			2010			2009
Ratio of total expenses, including net regular and deferred taxes, to average net assets*		3.03%^(c)		6.14	%		4.51	%		7.96	%		5.44	%		2.11	%**
Ratio of total expenses, excluding net regular and deferred taxes, to average net assets*		1.53%^(c)		1.59	%		1.97	%		1.85	%		1.60	%		1.77	%
Ratio of net investment and operating income (loss), to average net assets		1.67%^(c)		-1.09	%		0.34	%		-3.28	%		3.55	%		2.52	%
Ratio of net investment and operating income, excluding deferred taxes, to average net assets		3.17%^(c)		3.46	%		2.88	%		2.84	%		3.14	%		2.86	%

(a)

Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)

Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any.

(c)

Annualized for periods less than one year.

Includes operating expenses from the Operating Division and subsidiary of $15,361 for the six months ended August 31, 2013, $31,019, $35,152, $36,335, $81,764 and $353,018 for fiscal years ending 2013 through 2009, respectively and includes bad debt expense of $356,500 for the fiscal year ended February 29, 2012.

Excludes a deferred tax benefit of $7,490,467 for the fiscal year ended 2009, since including this amount would generate negative expense ratios for the year.

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

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COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

1. Organization

Copley Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management company. The Fund’s objective is long-term capital appreciation. The Fund has an operating division, Copley Fund, Inc. — Operating Division (“COD”), which imports merchandise for resale, and the Fund owns 50% of Luggage Loft LLC (“LLL”), which sells merchandise.

2. Significant Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.

Investment Valuation

The Fund carried its investments in securities at fair value and utilizes various methods to measure the fair value of its investments on a recurring basis. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

Level 1 —

Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

Level 2 —

Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 —

Unobservable inputs for an asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

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COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

2. Significant Accounting Policies – (continued)

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the inputs used as of August 31, 2013 for the Fund’s assets and liabilities measured at fair value:


Assets*	Level 1		Level 2		Level 3		Total
Common Stock	$	83,340,551	$	—	$	—	$	83,340,551
Master Limited Partnership		1,344,556						1,344,556
Total	$	84,685,107	$	—	$	—	$	84,685,107

The Fund did not hold any Level 2 or Level 3 securities during the period. There were no transfers to or from Level 1 and Level 2 during the period. The Fund’s policy is to recognize transfers into or out of Level 1 and Level 2 at the end of the reporting period.

Refer to the Schedule of Investments for industry classifications.

Investment transactions and income and expenses

Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments are calculated on the basis of identifying the specific securities delivered. Dividend income is recorded on the ex-dividend date, and interest income is recognized on the accrual basis.

Distributions

It is the Fund’s policy to manage its assets so as to avoid the necessity of making annual taxable distributions. Net investment and operating income and net realized gains are not distributed, but rather are accumulated within the Fund and used to pay expenses, to make additional investments or held in cash as a reserve.

Cash and cash equivalents

The Fund considers all highly liquid investments with an original maturity of three months or less and money market mutual funds to be cash equivalents. The carrying amount of cash and cash equivalents approximate its fair value due to its short term nature.

Inventory

Inventory is valued at the lower of cost (determined by the first in/first out method) or market.

Income Taxes

The Fund files tax returns as a regular corporation and accordingly the financial statements include provisions for current and deferred income taxes.

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COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

2. Significant Accounting Policies – (continued)

The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management reviewed the tax positions in the open tax years of 2011 through 2013 and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the above open tax years. The Fund identifies its major tax jurisdiction as U.S. Federal and Nevada State. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period from March 1, 2013 through August 2013, the Fund did not incur any interest or penalties.

Indemnification

The Fund indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be remote.

3. Disclosure of the provisions for income taxes, reconciliation of statutory rate to effective rate, and significant components of deferred tax assets and liabilities.

The Federal and state income tax provision (benefit) is summarized as follows:


	Six Months Ended August 31, 2013 (Unaudited)
Current:
Federal	$	—
State		—
Deferred*:
Federal	$	507,283
State		—
Net provision (benefit) for income taxes	$	507,283

Deferred income taxes are shown net within the realized gain from investment transactions and net change in unrealized appreciation of investments on the accompanying consolidated Statement of Operations.

The difference between the effective tax rate of 20.11% and the statutory tax rate of 35% is primarily attributable to the benefit of the dividend received deduction.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax liabilities of $21,072,982 as of August 31, 2013, relates principally to the Fund’s unrealized gains on marketable securities. Deferred tax liabilities are net of $73,206 of deferred tax assets which relate to capital loss carryforwards.

As of August 31, 2013, the Fund has $209,160 in accumulated capital loss carryforwards which will expire on February 28 as follows: 2014 – $33,698; 2015 – $62,350 and 2016 – $113,112.

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COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

4. Capital Stock

At August 31, 2013, there were 5,000,000 shares of $1.00 par value capital stock authorized. Transactions in capital shares were as follows:


	Six Months Ended August 31, 2013						Year Ended February 28, 2013
	Shares			Amount			Shares			Amount
Shares sold		14,310		$	853,870			8,741		$	464,805
Shares repurchased		(45,601	)		(2,712,950	)		(145,323	)		(7,596,272	)
Net change		(31,291	)	$	(1,859,080	)		(136,582	)	$	(7,131,467	)

5. Investment Advisory Fee and Other Transactions with Related Parties

Copley Financial Services Corporation (CFSC), a Massachusetts corporation, serves as investment advisor to the Fund. Irving Levine, Chairman of the Board of the Fund, is the owner of all of the outstanding common stock of CFSC and serves as its President, Treasurer and a member of its Board of Directors.

Under the Investment Advisory Contract, CFSC is entitled to an annual fee, payable monthly at the rate of 1.00% of the first $25 million of the average daily net assets; 0.75% of the next $15 million; and 0.50% on average daily net assets over $40 million.

For the six months ended August 31, 2013, the net fee for investment advisory service totaled $220,858. This included $250,858 of advisory fees less $30,000 voluntarily waived by the advisor. Also during the period unaffiliated directors received $12,655 in directors’ fees and reimbursed expenses.

Operating Division

A portion of COD’s merchandise is placed on consignment with a company controlled by Irving Levine. The Fund invoices the consignee when the merchandise is ultimately sold.

The results of the COD for the six months ended August 31, 2013, are as follows:


Sales	$	34,128
Cost of goods sold		(15,239	)
Gross profit		18,889
General & administrative expenses		(15,361	)
Net income from operations		3,528
Other income (dividends and interest)		1
Net Income	$	3,529

During the six months ended August 31, 2013, the Fund had a 50% interest in LLL. LLL sells new accessories, luggage, handbags and wallets. The Fund accounts for its investment in LLL under the equity method. Under this method, the Fund records its share of income (losses) as income (expense) in the statement of operations and increases (decreases) the investment by the equivalent. Distributions received are recorded as a reduction of the investment.

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COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

5. Investment Advisory Fee and Other Transactions with Related Parties – (continued)

During the six months ended August 31, 2013, the Fund recorded $1,725 of income relating to its investment in LLL which is included in other income on the statement of operations. At August 31, 2013, the investment in LLL is carried at $57,263 and is included in prepaid expenses and other assets on the statement of assets and liabilities.

6. Commitments and Contingencies

Since the Fund accumulates its net investment income rather than distributing it, the Fund may be subject to the imposition of the federal accumulated earnings tax. The accumulated earnings tax is imposed on a corporation’s accumulated taxable income at a rate of 15% for years commencing after December 31, 2002.

Accumulated taxable income is defined as adjusted taxable income minus the sum of the dividends paid deduction and the accumulated earnings credit. The dividends paid deduction and accumulated earnings credit are available only if the Fund is not held to be a mere holding or investment company.

The Internal Revenue Service has, during its review of the Fund’s federal income tax returns for the 1999 tax year, performed during 2001, upheld management’s position that the Fund is not a mere holding or investment company since the Fund is conducting an operating division. This finding by the Internal Revenue Service (“Service”) is always subject to review by the Service and a finding different from the one issued in the past could be made by the Service.

Provided the Fund manages accumulated and annual earnings and profits, in excess of $250,000, in such a manner that the funds are deemed to be obligated or consumed by capital losses, redemptions and expansion of the operating division, the Fund should not be held liable for the accumulated earnings tax by the Internal Revenue Service.

During the year ended February 28, 2010, the Fund sold the assets of Copley Operating Group LLC (“COG”) to Prince Investment Group LLC (“Purchaser”). The assets consisted of equipment and the operations of a restaurant. In exchange for the assets the Fund received a promissory note for $372,000 to be paid over 15 years. The Purchaser ceased making payments and the Fund wrote off the receivable during the year ended February 29, 2012. In addition, the Fund has filed a claim against the Purchaser and Jeffrey Krall (“Krall”) to enforce the promissory note and Krall’s guarantee with an outstanding balance of $356,500. Krall filed a counterclaim seeking $765,000 in damages, which was subsequently dismissed, and a default was entered against the Purchaser and Krall. The Fund anticipates a final judgment from the court setting the amount of damages. Such judgment will be valid and enforceable for twenty years, but not likely to be collected.

7. Subsequent Events

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

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COPLEY FUND, INC.

DISCLOSURE OF FUND EXPENSES

All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include investment advisory fees. It is important for you to understand the impact of these costs on your investment return.

Operating expenses such as these are deducted from the mutual fund's gross income and directly reduce its final investment return. These expenses are expressed as a percentage of the mutual fund's average net assets; this percentage is known as the mutual fund's expense ratio.

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. Unlike virtually all other mutual funds, the Fund has an operating division. Therefore, its expenses and expense rations may not be strictly comparable to those of mutual funds which do not have an operating business. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The table below illustrates your Fund's costs in two ways:

Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund's gross investment return.

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

Hypothetical 5% Return. This section helps you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund's comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

Note: Because the return is set at 5% for comparison purposes — NOT your Fund's actual return — the account values shown may not apply to your specific investment.


	Beginning Account Value (3/1/13)		Ending Account Value (8/31/13)		Annualized Expense Ratios			Expenses Paid During Period* (3/1/13 – 8/31/13)
Actual Fund Return	$	1,000.00	$	1,030.44		3.01	%	$	15.42
Hypothetical 5% Return	$	1,000.00	$	1,010.01		3.01	%	$	15.27

Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half period).

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COPLEY FUND, INC.

SUPPLEMENTAL DATA

General

Investment Products Offered

•

Are not FDIC Insured

•

May Lose Value

•

Are Not Bank Guaranteed

The investment return and principal value of an investment in the Copley Fund (the “Fund”) will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, call the Fund toll free at (877) 881-2751 or write to Gemini Fund Services at 17605 Wright Street, Omaha, NE 68130.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to the Fund’s portfolio securities, as well as information relating to portfolio securities during the 12 month period ended June 30, (i) is available, without charge and upon request, by calling 1-877-881-2751; and (ii) on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov.

Disclosure of Portfolio Holdings

The SEC has adopted the requirement that all funds file a complete schedule of investments with the SEC for their first and third fiscal quarters on Form N-Q. The Fund’s Forms N-Q, reporting portfolio securities held by the Fund, is available on the Commission's website at http://www.sec.gov, and may be reviewed and copied at the Commission's Public Reference Room in Washington, DC. Information on the operation of the public reference room may be obtained by calling 800-SEC-0330.

Approval of Investment Advisory Agreement

On May 29, 2013, the Board of Directors of the Fund approved the continuation of the advisory agreement with Copley Financial Services Corp. (“CFSC”). The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangement. Prior to approving the continuation of the advisory agreement, the Board considered, among other things:

•

the nature, extent and quality of the services provided by CFSC

•

the investment performance of the Fund

•

the costs of the services to be provided and profits to be realized by CFSC from its relationship with the Fund, including the value of the investment fee waivers.

•

the extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale

•

the expense ratio of the Fund

•

performance and expenses of comparable funds

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SUPPLEMENTAL DATA
(Continued)

•

any indirect benefits that may accrue to CFSC and its affiliates as a result of its relationship with the Fund.

•

the extent to which the independent Board members are fully informed about all the facts the Board deems relevant bearing on CFSC’s services and fees.

The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be relevant and appropriate, as discussed further below. The Board considered and weighted these circumstances in light of its substantial accumulated experience in governing the Fund and working with CFSC on matters related to the Fund, and was assisted by legal counsel.

In considering the nature, extent and quality of the services provided by CFSC, the Board of Directors reviewed the portfolio management and operating division supervision services provided by CFSC to the Fund. The Board concluded that CFSC was providing essential services to the Fund. In particular, the Board concluded that CFSC was providing unique and specialized supervision of the Fund's operating division. In its decision to continue the existing agreement the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainies and other effects that could occur as a result of a decision to terminate or not renew the contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of CFSC’s industry standing and reputation and with the expectation that CFSC will have a continuing role in providing advisory services to the Fund.

The Directors compared the performance of the Fund to benchmark indices over various periods of time. The Directors noted that the Fund’s performance must be considered in light of the Fund’s structure which is designed to avoid the trauma of extreme volatility in its investments. They concluded that the performance reflected this structural goal generally outperforming in volatile down markets and underperforming in bull type markets.It also examined the Fund's investment objective and the dividend paying record of the portfolio securities selected by CFSC. Based upon this the Board concluded that the performance of the Fund and particularly the performance of the portfolio securities themselves warranted the continuation of the advisory agreement.

In concluding that the advisory fees payable by the Fund were reasonable, the Directors reviewed a report of the costs of services provided by and the profits realized by CFSC and Stuffco International Inc. (a company wholly owned by Mr. Levine) from their relationship with the Fund and concluded that such profits were reasonable and not excessive. The Directors also reviewed reports comparing the expense ratio and advisory fee paid by the Fund to those paid by other comparable mutual funds and concluded that the advisory fee paid by the Fund was equal to or lower than the average advisory fee paid by comparable mutual funds. The Board also considered that the Fund’s expense ratio had decreased slightly. In particular, the Board concluded that the Fund’s expense ratio had remained higher than historical measures due to increased expenses related to addressing the tax accrual accounting issue and the fact that the expense ratio is calculated based upon net assets including a liability for a large tax reserve which operates to distort the ratio as compared to most other funds. They noted that the advisory fee also is adjusted downward if economies of scale are realized during the current contract period as the Fund grows, but did not consider that factor to be significant in light of the other factors considered. They did find significant, however, the fact that CFSC had waived the receipt of $60,000 of its advisory fee, a practice it has engaged in for many years, in an effort to control the Fund's expense ratio.

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PRIVACY POLICY

The Fund and Your Personal Privacy

The Copley Fund is an investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940. It is managed by Copley Financial Services Corp., an investment adviser registered under the Investment Advisers Act of 1940.

What Kind of Non-Public Information do We Collect About You if You Become a Shareholder?

If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is:

•

Information You Give Us On Your Application Form. This could include your name, address, telephone number, social security number, bank account number, and other information.

•

Information About Your Transactions With Us and Transactions With the Entities We Hire to Provide Services to You. This would include information about the shares that you buy or redeem, and the deposits and withdrawals that you make. If we hire someone else to provide services — like a transfer agent — we will also have information about the transactions you conduct through them.

What Information do We Disclose and to Whom do We Disclose It?

We do not disclose any non-public personal information about our customers or former customers to anyone, other than our service providers who need to know such information and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do We do to Protect Your Personal Information?

We restrict access to non-public personal information about you to the people who need to know that information in order to perform their jobs or provide services to you and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

If you have any questions about the Fund or your account, you can write to us at c/o Gemini Fund Services, LLC, 17605 Wright Street, Omaha, NE 68130. You can also call us at 1-877-881-2751. For your protection and to help ensure we provide you with quality service, all calls may be monitored or recorded.

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COPLEY FUND, INC.

ABOUT THE FUND'S DIRECTORS AND OFFICERS

The Fund is governed by a Board of Directors that meet to review investments, performance, expenses and other business matters, and is responsible for protecting the interests of shareholders. The majority of the Fund’s directors are independent of Copley Financial Services Corp.; the only “inside” director is an officer and director of Copley Financial Services Corp. The Board of Directors elects the Fund's officers, who are listed in the table. The business address of each director and officer is 5348 Vegas Drive, Suite 391, Las Vegas, NV 89108.

Independent Directors


Name (Date of Birth) Year Elected		Principal Occupations(s) During Past 5 Years and Other Directorships of Public Companies
Albert Resnick, M.D. (March 23, 1922) 1978		Physician Since 1948 No Directorships
Gary S. Gaines (July 28, 1937) 2009		President of Gary Gaines, Inc., a bag manufacturer since 1965 No Directorships
Roy G. Hale (July 24, 1938) 2011		Certified Public Accountant since 1979 Mayor of town of La Plata, MD Former Director, Bank of Southern Maryland

Inside Directors


Name (Date of Birth) Year Elected (Number of Copley Portfolios Overseen)		Principal Occupations(s) During Past 5 Years and Other Directorships of Public Companies
Irving Levine (September 25, 1921) 1978		President, Treasurer and a Director of Copley Financial Services Corp. since 1978; a Director of Franklin Capital Corp. (an operating investment company) since March, 1990 to October 2004; Chairman of the Board and Treasurer of Stuffco International, Inc., a ladies handbag processor and retail chain operator, since February 1978; Director of US Energy Systems, Inc. from 2000 to October 2004.

Officers


Name (Date of Birth) Title		Principal Occupations(s) During Past 5 Years and Other Directorships of Public Companies
Irving Levine (September 25, 1921) Chairman of the Board of Directors and President, Treasurer		See Above
Petra v.Z. Davenport, Esq. (December 29, 1976) Secretary		Senior Associate in Faust Oppenheim LLP, a law firm, since 2006. No Directorships

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Name (Date of Birth) Title		Principal Occupations(s) During Past 5 Years and Other Directorships of Public Companies
David I. Faust, Esq. (February 24, 1941) Counsel		Partner in Faust Oppenheim LLP, a law firm, since 1979. Counsel to Copley Fund since 2010. No Directorships

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-877-881-2751.

COPLEY FUND, INC.

A No-Load Fund

Semi-Annual Report

August 31, 2013

Investment Adviser
Copley Financial Services Corp.
P.O. Box 3287
Fall River, Massachusetts 02722
E-mail: copleyfunds@verizon.net

Custodian
Bank of America
100 Federal Street
Boston, MA 02110

Transfer Agent
Gemini Fund Services
17605 Wright Street
Omaha, Nebraska 68130
Tel. (402)493-4603
(877)881-2751
Fax: (402)963-9094

Counsel
Faust Oppenheim LLP
488 Madison Avenue, 17th Floor
New York, New York 10022

Auditors
EisnerAmper LLP
750 Third Avenue
New York, NY 10017

COPLEY FUND, INC.

A No-Load Fund


	Copley Fund, Inc.

	By:	/s/ Irving Levine
		Name: Irving Levine
		Title: President (Principal Executive Officer)


	Copley Fund, Inc.

	By:	/s/ Irving Levine
		Name: Irving Levine
		Title: President (Principal Executive Officer & Principal Financial and Accounting Officer)

Semi-Annual Report

COPLEY FUND, INC.

COPLEY FUND, INC.

FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDINGAUGUST 31, 2013

Table of Contents

COPLEY FINANCIAL SERVICES CORP.

COPLEY FUND, INC.

PER SHARE VALUE

CALENDAR YEAR ENDED DECEMBER 31PERIOD ENDED AUGUST 31, 2013

COPLEY FUND, INC. SCHEDULE OF INVESTMENTS August 31, 2013 (Unaudited)

COPLEY FUND, INC. SCHEDULE OF INVESTMENTS – Continued August 31, 2013 (Unaudited)

COPLEY FUND, INC. SCHEDULE OF INVESTMENTS – Continued August 31, 2013 (Unaudited)

Portfolio Analysis As of August 31, 2013 (Unaudited)

COPLEY FUND, INC. STATEMENT OF ASSETS AND LIABILITIES August 31, 2013 (Unaudited)

COPLEY FUND, INC. STATEMENT OF OPERATIONS For the Six Months Ended August 31, 2013 (Unaudited)

COPLEY FUND, INC. STATEMENT OF CHANGES IN NET ASSETS

COPLEY FUND, INC. STATEMENT OF CASH FLOWS For the Six Months Ended August 31, 2013 (Unaudited)

COPLEY FUND, INC. FINANCIAL HIGHLIGHTS

COPLEY FUND, INC. FINANCIAL HIGHLIGHTS (Continued)

COPLEY FUND, INC. NOTES TO FINANCIAL STATEMENTS

1. Organization

2. Significant Accounting Policies

Investment Valuation

COPLEY FUND, INC. NOTES TO FINANCIAL STATEMENTS

2. Significant Accounting Policies – (continued)

Investment transactions and income and expenses

Distributions

Cash and cash equivalents

Inventory

Income Taxes

COPLEY FUND, INC. NOTES TO FINANCIAL STATEMENTS

2. Significant Accounting Policies – (continued)

Indemnification

3. Disclosure of the provisions for income taxes, reconciliation of statutory rate to effective rate, and significant components of deferred tax assets and liabilities.

COPLEY FUND, INC. NOTES TO FINANCIAL STATEMENTS

4. Capital Stock

5. Investment Advisory Fee and Other Transactions with Related Parties

Operating Division

COPLEY FUND, INC. NOTES TO FINANCIAL STATEMENTS

5. Investment Advisory Fee and Other Transactions with Related Parties – (continued)

6. Commitments and Contingencies

7. Subsequent Events

COPLEY FUND, INC.

DISCLOSURE OF FUND EXPENSES

COPLEY FUND, INC. SUPPLEMENTAL DATA

General

Voting Proxies on Fund Portfolio Securities

Disclosure of Portfolio Holdings

Approval of Investment Advisory Agreement

SUPPLEMENTAL DATA(Continued)

PRIVACY POLICY

The Fund and Your Personal Privacy

What Kind of Non-Public Information do We Collect About You if You Become a Shareholder?

What Information do We Disclose and to Whom do We Disclose It?

What do We do to Protect Your Personal Information?

COPLEY FUND, INC.

ABOUT THE FUND'S DIRECTORS AND OFFICERS

Independent Directors

Inside Directors

Officers

COPLEY FUND, INC.

COPLEY FUND, INC.

FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDING
AUGUST 31, 2013

CALENDAR YEAR ENDED DECEMBER 31
PERIOD ENDED AUGUST 31, 2013

COPLEY FUND, INC.

SCHEDULE OF INVESTMENTS
August 31, 2013 (Unaudited)

COPLEY FUND, INC.

SCHEDULE OF INVESTMENTS – Continued
August 31, 2013 (Unaudited)

COPLEY FUND, INC.

SCHEDULE OF INVESTMENTS – Continued
August 31, 2013 (Unaudited)

Portfolio Analysis
As of August 31, 2013 (Unaudited)

COPLEY FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
August 31, 2013 (Unaudited)

COPLEY FUND, INC.

STATEMENT OF OPERATIONS
For the Six Months Ended August 31, 2013 (Unaudited)

COPLEY FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

COPLEY FUND, INC.

STATEMENT OF CASH FLOWS
For the Six Months Ended August 31, 2013 (Unaudited)

COPLEY FUND, INC.

FINANCIAL HIGHLIGHTS

COPLEY FUND, INC.

FINANCIAL HIGHLIGHTS (Continued)

COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

COPLEY FUND, INC.

NOTES TO FINANCIAL STATEMENTS

COPLEY FUND, INC.

SUPPLEMENTAL DATA

SUPPLEMENTAL DATA
(Continued)