Exhibit (a)(1)
COPLEY FUND, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
The Copley Fund Inc.'s (the "Fund") code of ethics (this "Code")
applies to the Fund's Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer (the
"Covered Officers" each of whom are set forth in Exhibit A)
for the purpose of promoting:
* honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal
and professional relationships;
* full, fair, accurate, timely and understandable disclosure
in reports and documents that a registrant files with, or submits
to, the Securities and Exchange Commission ("SEC") and in other
public communications made by the Fund;
* compliance with applicable laws and governmental rules and
regulations;
* the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
* accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise
to actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered
Officer's private interest interferes with the interests of,
or his service to, the Fund. For example, a conflict of
interest would arise if a Covered Officer, or a member of his
family, receives improper personal benefits as a result of his
position with the Fund.
Certain conflicts of interest arise out of the relationships
between Covered Officers and the Fund and already are subject
to conflict of interest provisions in the Investment Company
Act of 1940 ("Investment Company Act") and the Investment
Advisors Act of 1940 ("Investment Advisors Act"). For example,
Covered Officers may not individually engage in certain
transactions (such as the purchase or sale of securities or
other property) with the Fund because of their status as
"affiliated persons" of the Fund. The Fund's and the investment
advisor's compliance programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper
personal benefit, conflicts arise from, or as a result of, the
contractual relationship between the Fund and the investment
advisor of which the Covered Officers are also officers or
employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether
formally for the Fund or for the advisor, or for both), be
involved in establishing policies and implementing decisions
that will have different effects on the advisor and the Fund.
The participation of the Covered in such activities is inherent
in the contractual relationship between the Fund and the advisor
and is consistent with the performance by the Covered Officers
of their duties as officers of the Fund. Thus, if performed
in conformity with the provisions of the Investment Company
Act and the Investment Advisors Act, such activities will be
deemed to have been handled ethically. In addition, it is
recognized by the Funds' Board of Directors ("Board") that
the Covered Officers may also be officers or employees of the
investment company covered by this or other codes.
Other conflicts of interest are covered by the Code, even if
such conflicts of interest are not subject to provisions in
the Investment Company Act and the Investment Advisors Act.
The following list provides examples of conflicts of interest
under the Code, but Covered Officers should keep in mind that
these examples are not exhaustive. The overarching principle
is that the personal interest of a Covered Officer should not
be placed improperly before the interest of the Fund.
* * * *
Each Covered Officer must:
* not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund;
* not cause the Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather
than the benefit of the Fund;
* not use material non-public knowledge of portfolio transactions
made or contemplated for the Fund to trade personally or cause
others to trade personally in contemplation of the market effect
of such transactions.
There are some conflict of interest situations that may be
discussed with/approved by the General Counsel if material.
Examples of these include:
* service as a director on the board of any public or private
company;
* the receipt of any gifts in excess of $100;
* the receipt of any entertainment from any company with which
the Fund has current or prospective business dealings unless
such entertainment is business related, reasonable in cost,
appropriate as to time and place, and not so frequent as to raise
any question of impropriety;
* any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other
than its investment advisor, principal underwriter, administrator
or any affiliated person thereof;
* a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Fund for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
III. Disclosure and Compliance
* Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
* each Covered Officer should not knowingly misrepresent, or
cause others to misrepresent, facts about the Fund to others,
whether within or outside the fund, including to the Fund's
Directors and auditors, and to governmental regulators and
self-regulatory organizations;
* each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and
employees of the Fund and the advisor with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the
reports and documents the Fund files with, or submit to, the SEC
and in other public communications made by the Fund; and
* it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
* upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that
he has received, read, and understands the Code;
* annually thereafter affirm to the Board that he has complied
with the requirements of the code;
* not retaliate against any other Covered Officer or any employee
of the Fund or their affiliated persons for reports of potential
violations that are made in good faith; and
* notify the General Counsel promptly if he knows of any violation
of this Code. Failure to do so is itself a violation of this Code.
The General Counsel is responsible for applying this Code to
specific situations in which questions are presented under it
and has the authority to interpret this Code in any particular
situation. However, any approvals or waivers sought by the
Principal Executive Officer will be considered by the Independent
Directors.
The fund will follow these procedures in investigating and
enforcing this Code:
* the General Counsel will take all appropriate action to
investigate any potential violations reported to him;
* if, after such investigation, the General Counsel believes
that no violation has occurred, the General Counsel is not
required to take any further action;
* any matter that the General Counsel believes is a violation
will be reported to the Independent Directors;
* if the Independent Directors concur that a violation has
occurred, it will inform and make a recommendation to the Board,
which will consider appropriate action, which may include review
of, and appropriate modifications to, applicable policies and
procedures; notification to appropriate personnel of the
investment advisor or its board; or a recommendation to dismiss
the Covered Officer;
* the Independent Directors will be responsible for granting
waivers, as appropriate; and
* any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Fund
for purposes of Section 406 of the Sarbanes-Oxley Act and the
rules and forms applicable to registered investment companies
thereunder. Insofar as other policies or procedures of the
Fund, the Fund's advisor or other service providers govern or
purport to govern the behavior or activities of the Covered
Officers who are subject to this Code, they are superseded by
this Code to the extent that they overlap or conflict with
the provisions of this Code. The Fund and its investment
advisor's codes of ethics under Rule 17j-1 under the
Investment Company Act are separate requirements applying to
the Covered Officers and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit
A, must be approved or ratified by a majority vote of the Board,
including a majority of independent Directors.
VII. Confidentiality
All reports and records prepared or maintained pursuant to
this Code will be considered confidential and shall be maintained
and protected accordingly. Except as otherwise required by law
or this Code, such matters shall not be disclosed to anyone other
than the Board and its counsel.
VIII. Internal Use
The Code is intended solely for the internal use by the Fund
and does not constitute an admission, by or on behalf of the
Fund, as to any fact, circumstance, or legal conclusion.
Date: April 20, 2003
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Exhibit A
Persons Covered by this Code of Ethics
Irving Levine, President (Principal Executive Officer and
Principal Financial and Accounting Officer)