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 Dr.
                              Las Vegas, NV 89108

                                Agent for Service

                       Fiscal Year End: February 28, 2008

             Date of Reporting Period: July 1, 2007 to June 30, 2008






                                                                                                                             With
                                                                                              Proponent     Voted?           or
                                       Meeting                                                (Management/  (Yes/            Against
Name                 Ticker CUSIP      Date        ItemDescription                            Shareholder)   No)    VoteCast Mgt Rec
                                                                                                     
Alliant Energy       LNT    18802108   5/16/2008   Election of Directors:
Corporation                                        William D. Harvey                          Management    Yes     For      With
                                                   James A. Leach                             Management    Yes     For      With
                                                   Singleton B. McAllister                    Management    Yes     For      With
                     LNT                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
Ameren Corporation   AEE    23608102   4/22/2008   Election of Directors:
                                                   Stephen F. Brauer                          Management    Yes     For      With
                                                   Susan S. Elliott                           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
                                                   Charles W. Mueller                         Management    Yes     For      With
                                                   Douglas R. Oberhelman                      Management    Yes     For      With
                                                   Gary L. Rainwater                          Management    Yes     For      With
                                                   Harvey Saligman                            Management    Yes     For      With
                                                   Patrick T. Stokes                          Management    Yes     For      With
                                                   Jack D. Woodard                            Management    Yes     For      With
                     AEE                           Ratify Appt Ind Reg Public Accts           Management    Yes     For      With
                     AEE                           Report on Callaway Plant Releases          Shareholder   Yes     Against  With
American Electric    AEP    25537101   4/22/2008   Election of Directors:
Power Company,Inc.                                 E.R. Brooks                                Management    Yes     For      With
                                                   Raplh D. Crosby, Jr.                       Management    Yes     For      With
                                                   Linda A. Goodspeed                         Management    Yes     For      With
                                                   Lester A. Hudson, Jr.                      Management    Yes     For      With
                                                   Lionel L. Nowell, III                      Management    Yes     For      With
                                                   Kathryn D. Sullivan                        Management    Yes     For      With
                                                   Donald M. Carlton                          Management    Yes     For      With
                                                   John P. Desbarres                          Management    Yes     For      With
                                                   Thomas E. Hoaglin                          Management    Yes     For      With
                                                   Michael G. Morris                          Management    Yes     For      With
                                                   Richard L. Sandor                          Management    Yes     For      With
                     AEP                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
AT&T Inc.            T      00206R102  4/25/2008   Election of Directors:
                                                   Randall L. Stephenson                      Management    Yes     For      With
                                                   William F. Aldinger III                    Management    Yes     For      With
                                                   Gilbert F. Amelio                          Management    Yes     For      With
                                                   Reuben V. Anderson                         Management    Yes     For      With
                                                   James H. Blanchard                         Management    Yes     For      With
                                                   August A. Busch III                        Management    Yes     For      With
                                                   James P. Kelly                             Management    Yes     For      With
                                                   Jon C. Madonna                             Management    Yes     For      With
                                                   Lynn M. Martin                             Management    Yes     For      Against
                                                   John B. McCoy                              Management    Yes     For      With
                                                   Mary S. Metz                               Management    Yes     For      With
                                                   Joyce M. Roche                             Management    Yes     For      With
                                                   Laura D'Andrea Tyson                       Management    Yes     For      With
                                                   Patricia P. Upton                          Management    Yes     For      With
                     T                             Ratify Appt of Independent Auditors        Management    Yes     For      With
                     T                             Report on political contributions          Shareholder   Yes     Against  With
                     T                             Pension Credit Policy                      Shareholder   Yes     Against  With
                     T                             Lead Ind Director bylaw                    Shareholder   Yes     Against  With
                     T                             SERP Policy                                Shareholder   Yes     Against  With
                     T                             Advisory vote on compensation              Shareholder   Yes     Against  With
Bank of America      BAC    60505104   4/23/2008   Election of Directors:
Corporation                                        William Barnet, III                        Management    Yes     For      With
                                                   Frank P. Bramble, Sr.                      Management    Yes     For      With
                                                   John T. Collins                            Management    Yes     For      With
                                                   Gary L. Countryman                         Management    Yes     For      With
                                                   Tommy R. Franks                            Management    Yes     For      With
                                                   Charles K. Gifford                         Management    Yes     For      With
                                                   Kenneth D. Lewis                           Management    Yes     For      With
                                                   Monica C. Lozano                           Management    Yes     For      With
                                                   Walter E. Massey                           Management    Yes     For      With
                                                   Thomas J. May                              Management    Yes     For      With
                                                   Patricia E. Mitchell                       Management    Yes     For      With
                                                   Thomas M. Ryan                             Management    Yes     For      With
                                                   O. Temple Sloan, Jr.                       Management    Yes     For      With
                                                   Meredith R. Spangler                       Management    Yes     For      With
                                                   Robert L. Tilman                           Management    Yes     For      With
                                                   Jackie M. Ward                             Management    Yes     For      With
                     BAC                           Ratify Ind Accounting Firm-2008            Management    Yes     For      With
                     BAC                           Stock Options                              Shareholder   Yes     Against  With
                     BAC                           Advisory Vote on Executive Comp            Shareholder   Yes     Against  With
                     BAC                           Determination of CEO Compensation          Shareholder   Yes     Against  With
                     BAC                           Cumulative Voting                          Shareholder   Yes     Against  With
                     BAC                           Independent Board Chairman                 Shareholder   Yes     Against  With
                     BAC                           Special Shareholder Meetings               Shareholder   Yes     Against  With
                     BAC                           Equator Principles                         Shareholder   Yes     Against  With
                     BAC                           Human Rights                               Shareholder   Yes     Against  With
BP P.L.C.            BP     55622104   4/17/2008   Election of Directors:
                                                   Mr. A. Burgmans                            Management    Yes     For      With
                                                   Mrs. C.B. Carroll                          Management    Yes     For      With
                                                   Sir William Castell                        Management    Yes     For      With
                                                   Mr. I.C. Conn                              Management    Yes     For      With
                                                   Mr. G. David                               Management    Yes     For      With
                                                   Mr. E.B. Davis, Jr.                        Management    Yes     For      With
                                                   Mr. D.J. Flint                             Management    Yes     For      With
                                                   Dr. B.E. Grote                             Management    Yes     For      With
                                                   Dr. A.B. Hayward                           Management    Yes     For      With
                                                   Mr. A.G. Inglis                            Management    Yes     For      With
                                                   Dr. D.S. Julius                            Management    Yes     For      With
                                                   Sir Tom McKillop                           Management    Yes     For      With
                                                   Sir Ian Prosser                            Management    Yes     For      With
                                                   Mr. P.D. Sutherland                        Management    Yes     For      With
                     BP                            Receive Directors Ann Rpt/Accts            Management    Yes     For      With
                     BP                            Approve Directors Remuneration Rpt         Management    Yes     For      With
                     BP                            Re-Appt Ernst & Young LLP/Auth             Management    Yes     For      With
                                                   Board to set their Remuneration
                     BP                            Adopt New Articles of Association          Management    Yes     For      With
                     BP                            Give Limited Authority-company             Management    Yes     For      With
                                                   to purchase its own shares
                     BP                            Give Limited Authority-allot shares        Management    Yes     For      With
                                                   up to specific amount
                     BP                            Give Authority-allot limited number        Management    Yes     For      With
                                                   shares for cash free of pre-emp rights
Bristol-Myers        BMY    110122108  5/6/2008    Election of Directors:
Squibb Company                                     L.B. Campbell                              Management    Yes     For      With
                                                   J.M. Cornelius                             Management    Yes     For      With
                                                   L.J. Freeh                                 Management    Yes     For      With
                                                   L.H. Glimcher, M.D.                        Management    Yes     For      With
                                                   M. Grobstein                               Management    Yes     For      With
                                                   L. Johansson                               Management    Yes     For      With
                                                   A.J. Lacy                                  Management    Yes     For      With
                                                   V.L. Slato, Ph.D.                          Management    Yes     For      With
                                                   T.D. West, Jr.                             Management    Yes     For      With
                                                   R.S. Williams, M.D.                        Management    Yes     For      With
                     BMY                           Ratify Independent Accounting Firm         Management    Yes     For      With
                     BMY                           Executive Compensation Disclosure          Management    Yes     Against  With
Delta Natural Gas    DGAS   247748106  11/15/2007  Election of Directors:
Company, Inc.                                      Linda K. Breathitt                         Management    Yes     For      With
                                                   Lanny D. Greer                             Management    Yes     For      With
                                                   Billy Joe Hall                             Management    Yes     For      With
Dominion             D      25746U109  5/9/2008    Election of Directors:
Resources, Inc.                                    Peter W. Brown                             Management    Yes     For      With
                                                   George A. Davidson, Jr.                    Management    Yes     For      With
                                                   Thomas F. Farrell, II                      Management    Yes     For      With
                                                   John W. Harris                             Management    Yes     For      With
                                                   Robert S. Jepson, Jr.                      Management    Yes     For      With
                                                   Mark J. Kington                            Management    Yes     For      With
                                                   Benjamin J. Lambert, III                   Management    Yes     For      With
                                                   Margaret A. McKenna                        Management    Yes     For      With
                                                   Frank S. Royal                             Management    Yes     For      With
                                                   David A. Wollard                           Management    Yes     For      With
                     D                             Ratify Appt of Ind Auditors-2008           Management    Yes     For      With
Duke Energy          DUK    26441C105  5/8/2008    Election of Directors:
Corporation                                        William Barnet, III                        Management    Yes     For      With
                                                   G. Alex Bernhardt, Sr.                     Management    Yes     For      With
                                                   Michael G. Browning                        Management    Yes     For      With
                                                   Daniel R. Dimicco                          Management    Yes     For      With
                                                   Ann Maynard Gray                           Management    Yes     For      With
                                                   James H. Hance, Jr.                        Management    Yes     For      With
                                                   James T. Rhodes                            Management    Yes     For      With
                                                   James E. Rogers                            Management    Yes     For      With
                                                   Mary L. Schapiro                           Management    Yes     For      With
                                                   Philip R. Sharp                            Management    Yes     For      With
                                                   Dudley S. Taft                             Management    Yes     For      With
                     DUK                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
                     DUK                           Amended/Restated Executive                 Management    Yes     For      With
                                                   Short-Term Incentive Plan
DTE Energy Company   DTE    233331107  5/15/2008   Election of Directors:
                                                   Lillian Bauder                             Management    Yes     For      With
                                                   W. Frank Fountain, Jr.                     Management    Yes     For      With
                                                   Josue Robles, Jr.                          Management    Yes     For      With
                                                   James H. Vandenberghe                      Management    Yes     For      With
                                                   Ruth G. Shaw                               Management    Yes     For      With
                     DTE                           Deloitte & Touche-Ind Accounting Firm      Management    Yes     For      With
                     DTE                           Political Contributions                    Shareholder   Yes     Against  With
Energy East          EAS    29266M109  11/20/2007  Adopt 6/25/07 Agmt/Plan of Merger          Management    Yes     For      With
Corporation          EAS                           Approve later date for Special Meeting     Management    Yes     For      With
Exelon Corporation   EXC    30161N101  4/29/2008   Election of Directors:
                                                   Bruce Demars                               Management    Yes     For      With
                                                   Nelson A. Diaz                             Management    Yes     For      With
                                                   Paul L. Joskow                             Management    Yes     For      With
                                                   John W. Rowe                               Management    Yes     For      With
                     EXC                           Ratify PriceWaterHouseCoopers LLP          Management    Yes     For      With
                                                   Ind Acct-2008
                     EXC                           Prep of Rpt showing actions to reduce      Shareholder   Yes     Against  With
                                                   global warming have reduced mean
                                                   global temp/avoided disasters
Exxon Mobil          XOM    30231G102  5/28/2008   Election of Directors:
Corporation                                        M.J. Boskin                                Management    Yes     For      With
                                                   I.R. Faulkner                              Management    Yes     For      With
                                                   W.W. George                                Management    Yes     For      With
                                                   J.R. Houghton                              Management    Yes     For      With
                                                   R.C. King                                  Management    Yes     For      With
                                                   M.C. Nelson                                Management    Yes     For      With
                                                   S.J. Palmisano                             Management    Yes     For      With
                                                   S.S. Reinemund                             Management    Yes     For      With
                                                   W.V. Shipley                               Management    Yes     For      With
                                                   R.W. Tillerson                             Management    Yes     For      With
                                                   E.E. Whitacre, Jr.                         Management    Yes     For      With
                                                   Ratify Independent Auditors                Management    Yes     For      With
                     XOM                           Prohibited Shareholder Proposals           Shareholder   Yes     Against  With
                     XOM                           Director nominee qualifications            Shareholder   Yes     Against  With
                     XOM                           Board Chairman and CEO                     Shareholder   Yes     Against  With
                     XOM                           Shareholder return policy                  Shareholder   Yes     Against  With
                     XOM                           Shareholder advisory vote-exec comp        Shareholder   Yes     Against  With
                     XOM                           Executive Compensation Report              Shareholder   Yes     Against  With
                     XOM                           Incentive Pay recoupment                   Shareholder   Yes     Against  With
                     XOM                           Corporate sponsorships report              Shareholder   Yes     Against  With
                     XOM                           Political Contributions Report             Shareholder   Yes     Against  With
                     XOM                           Amendment of EEO Policy                    Shareholder   Yes     Against  With
                     XOM                           Community environmental impact             Shareholder   Yes     Against  With
                     XOM                           ANWR drilling report                       Shareholder   Yes     Against  With
                     XOM                           Greenhouse gas emmissions goals            Shareholder   Yes     Against  With
                     XOM                           CO2 information at the pump                Shareholder   Yes     Against  With
                     XOM                           Climate change and tech report             Shareholder   Yes     Against  With
                     XOM                           Energy technology report                   Shareholder   Yes     Against  With
                     XOM                           Renewable energy policy                    Shareholder   Yes     Against  With
Fairpoint            FRP    305560104  6/18/2008   Election of Directors:
Communications,                                    Claude C. Lilly                            Management    Yes     For      With
Inc.                                               Robert S. Lilien                           Management    Yes     For      With
                                                   Thomas F. Gilbane, Jr.                     Management    Yes     For      With
                     FRP                           Ratify Appt Ernst & Young LLP              Management    Yes     For      With
                     FRP                           Approve 2008 Long-term Incentive Plan      Management    Yes     For      With
                     FRP                           Approve 2008 Annual Incentive Plan         Management    Yes     For      With
FirstEnergy Corp     FE     337932107  5/20/2008   Election of Directors:
                                                   Paul T. Addison                            Management    Yes     For      With
                                                   Anthony J. Alexander                       Management    Yes     For      With
                                                   Michael J. Anderson                        Management    Yes     For      With
                                                   Dr. Carol A. Cartwright                    Management    Yes     For      With
                                                   William T. Cottle                          Management    Yes     For      With
                                                   Robert B. Heisler, Jr.                     Management    Yes     For      With
                                                   Ernest J. Novak, Jr.                       Management    Yes     For      With
                                                   Catherine A. Rein                          Management    Yes     For      With
                                                   George M. Smart                            Management    Yes     For      With
                                                   Wes M. Taylor                              Management    Yes     For      With
                                                   Jesse T. Williams, Sr.                     Management    Yes     For      With
                     FE                            Ratify Ind Reg Accounting Firm             Management    Yes     For      With
                     FE                            Reduce % of shareholders required          Shareholder   Yes     Against  With
                                                   to call special shareholders meeting
                     FE                            Establish Shareholder proponent            Shareholder   Yes     Against  With
                                                   engagement process
                     FE                            Adopt simple majority vote                 Shareholder   Yes     Against  With
                     FE                            Adopt majority vote standard for           Shareholder   Yes     Against  With
                                                   the Election of Directors
FPL Group, Inc.      FPL    302571104  5/23/2008   Election of Directors:
                                                   Sherry S. Barrat                           Management    Yes     For      With
                                                   Robert M. Beall, II                        Management    Yes     For      With
                                                   J. Hyatt Brown                             Management    Yes     For      With
                                                   James L. Camaren                           Management    Yes     For      With
                                                   J. Brian Ferguson                          Management    Yes     For      With
                                                   Lewis Hay, III                             Management    Yes     For      With
                                                   Toni Jennings                              Management    Yes     For      With
                                                   Oliver D. Kingsley, Jr.                    Management    Yes     For      With
                                                   Rudy E. Schupp                             Management    Yes     For      With
                                                   Michael H. Thaman                          Management    Yes     For      With
                                                   Hansel E. Tookes, II                       Management    Yes     For      With
                                                   Paul R. Tregurtha                          Management    Yes     For      With
                     FPL                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
                     FPL                           Approve Exec Annual Incentive Plan         Management    Yes     For      With
                     FPL                           Global Warming Report                      Shareholder   Yes     Against  With
Great Plains         GXP    391164100  10/10/2007  Approve Issuance of shares of Corp         Management    Yes     For      With
Energy                                             Common Stock per 2/6/2007 Agmt/
Incorporated                                       Plan of Merger
                     GXP                           Approval of Authority of Proxy Holders     Management    Yes     For      With
                                                   to vote in favor of motion to adjourn
                                                   meeting to solicit additional proxies
                     GXP               5/6/2008    Election of Directors:
                                                   D.L. Bodde                                 Management    Yes     For      With
                                                   M.J. Chesser                               Management    Yes     For      With
                                                   W. H. Downey                               Management    Yes     For      With
                                                   M.A. Ernst                                 Management    Yes     For      With
                                                   R.C. Ferguson, Jr.                         Management    Yes     For      With
                                                   L.A. Jiminez                               Management    Yes     For      With
                                                   J.A. Mitchell                              Management    Yes     For      With
                                                   W.C. Nelson                                Management    Yes     For      With
                                                   L.H. Talbott                               Management    Yes     For      With
                                                   R.H. West                                  Management    Yes     For      With
                     GXP                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
Integrys Energy      TEG    45822P105  5/15/2008   Election of Directors:
Group Inc                                          Richard A. Bemis                           Management    Yes     For      With
                                                   William J. Brodsky                         Management    Yes     For      With
                                                   Albert J. Budney, Jr.                      Management    Yes     For      With
                                                   Robert C. Gallagher                        Management    Yes     For      With
                                                   John C. Meng                               Management    Yes     For      With
                     TEG                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
JPMorgan Chase       JPM    46625H100  5/20/2008   Election of Directors:
& Co.                                              Crandall C. Bowles                         Management    Yes     For      With
                                                   Stephen B. Burke                           Management    Yes     For      With
                                                   David M. Cole                              Management    Yes     For      With
                                                   James S. Crown                             Management    Yes     For      With
                                                   James Dimon                                Management    Yes     For      With
                                                   Ellen V. Futter                            Management    Yes     For      With
                                                   William H. Gray, III                       Management    Yes     For      With
                                                   Laban P. Jackson, Jr.                      Management    Yes     For      With
                                                   Robert I. Lipp                             Management    Yes     For      With
                                                   David C. Novak                             Management    Yes     For      With
                                                   Lee R. Raymond                             Management    Yes     For      With
                                                   William C. Weldon                          Management    Yes     For      With
                     JPM                           Appoint Independent Accounting Firm        Management    Yes     For      With
                     JPM                           Amendment to 2005 Long-Term                Management    Yes     For      With
                     JPM                           Incentive Plan                             Management    Yes     For      With
                     JPM                           Reapprove Key Executive                    Management    Yes     For      With
                                                   Performance Plan
                     JPM                           Governmental Service Report                Shareholder   Yes     Against  With
                     JPM                           Political Contributions Report             Shareholder   Yes     Against  With
                     JPM                           Independent Board Chairman                 Shareholder   Yes     Against  With
                     JPM                           Executive compensation approval            Shareholder   Yes     Against  With
                     JPM                           Two candidates per directorship            Shareholder   Yes     Against  With
                     JPM                           Human rights & investment report           Shareholder   Yes     Against  With
                     JPM                           Lobbying priorities report                 Shareholder   Yes     Against  With
Keycorp              KEY    493267108  5/16/2008   Election of Directors:
                                                   Edward P. Campbell                         Management    Yes     For      With
                                                   H. James Dallas                            Management    Yes     For      With
                                                   Lauralee E. Martin                         Management    Yes     For      With
                                                   Bill R. Sanford                            Management    Yes     For      With
                     KEY                           Amend Code of Regulations-Require          Management    Yes     For      With
                                                   Annual Election of all Directors           Management    Yes     For      With
                     KEY                           Ratify Appoitnment-Ind Auditors            Management    Yes     For      With
New Jersey           NJR    646025106  1/23/2008   Election of Directors:
Resources                                          Nina Aversano                              Management    Yes     For      With
Corporation                                        Jane M. Kenny                              Management    Yes     For      With
                                                   David A. Trice                             Management    Yes     For      With
                     NJR                           Retention of Deloitte & Touche LLP         Management    Yes     For      With
Northwest Natural    NWN    667655104  5/22/2008   Election of Directors:
Gas Company                                        Martha L. Byorum                           Management    Yes     For      With
                                                   John D. Carter                             Management    Yes     For      With
                                                   C. Scott Gibson                            Management    Yes     For      With
                                                   George J. Puentes                          Management    Yes     For      With
                                                   Jane L. Peverett                           Management    Yes     For      With
                     NWN                           Employee Stock Purchase Plan               Management    Yes     For      With
                     NWN                           Amendment to Article III of the            Management    Yes     For      With
                                                   Restated Articles of Incorporation
                     NWN                           Ratify PriceWaterHouseCoopers LLP          Management    Yes     For      With
Nstar                NST    67109E107  5/1/2008    Election of Directors:
                                                   Charles K. Gifford                         Management    Yes     For      With
                                                   Paul A. La Camera                          Management    Yes     For      With
                                                   Sherry H. Penney                           Management    Yes     For      With
                                                   William C. Van Faasen                      Management    Yes     For      With
                     NST                           Ratify PriceWaterHouseCoopers LLP          Management    Yes     For      With
PPL Corporation      PPL    69351T106  5/21/2008   Election of Directors:
                                                   Frederick M. Bernthal                      Management    Yes     For      With
                                                   Louise K. Goeser                           Management    Yes     For      With
                                                   Keith H. Williamson                        Management    Yes     For      With
                     PPL                           Amend/Restate Articles of                  Management    Yes     For      With
                                                   Incorporation eliminate supermajority
                                                   voting requirements
                     PPL                           Ratify Independent Accounting firm         Management    Yes     For      With
Progress Energy,     PGN    743263105  5/14/2008   Election of Directors:
Inc.                                               J. Bostic                                  Management    Yes     For      With
                                                   D. Burner                                  Management    Yes     For      With
                                                   H. Deloach                                 Management    Yes     For      With
                                                   W. Johnson                                 Management    Yes     For      With
                                                   R. Jones                                   Management    Yes     For      With
                                                   W. Jones                                   Management    Yes     For      With
                                                   E. McKee                                   Management    Yes     For      With
                                                   J. Mullin                                  Management    Yes     For      With
                                                   C. Pryor                                   Management    Yes     For      With
                                                   C. Saladrigas                              Management    Yes     For      With
                                                   T. Stone                                   Management    Yes     For      With
                                                   A. Tollison                                Management    Yes     For      With
                     PGN                           Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
                     PGN                           Executive Compensation                     Shareholder   Yes     Against  With
Public Service       PEG    744573106  4/15/2008   Election of Directors:
Enterprise                                         Conrad K. Harper                           Management    Yes     For      With
Group Inc                                          Shirley Ann Jackson                        Management    Yes     For      With
                                                   Thomas A. Renyi                            Management    Yes     For      With
                                                   Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
                                                   Executive Compensation                     Shareholder   Yes     Against  With
                                                   Nomination of Directors                    Shareholder   Yes     Against  With
                                                   Election of Directors                      Shareholder   Yes     Against  With
Scana Corporation    SCG    80589M102  4/24/2008   Election of Directors:
                                                   James W. Roquemore                         Management    Yes     For      With
                                                   James M. Micali                            Management    Yes     For      With
                                                   Bill L. Amick                              Management    Yes     For      With
                                                   Sharon A. Decker                           Management    Yes     For      With
                                                   D. Maybank Hagood                          Management    Yes     For      With
                                                   William B. Timmerman                       Management    Yes     For      With
                     SCG                           Appointment of Accounting Firm             Management    Yes     For      With
Sempra Energy        SRE    816851109  5/22/2008   Election of Directors:
                                                   Richard A. Collato                         Management    Yes     For      With
                                                   Wilford D. Godbold, Jr.                    Management    Yes     For      With
                                                   Richard G. Newman                          Management    Yes     For      With
                                                   Carlos Ruiz Sacristan                      Management    Yes     For      With
                                                   William C. Rusnack                         Management    Yes     For      With
                                                   William P. Rutledge                        Management    Yes     For      With
                                                   Lynn Schenk                                Management    Yes     For      With
                                                   Neal E. Schmale                            Management    Yes     For      With
                     SRE                           Ratify Independent Accounting firm         Management    Yes     For      With
                     SRE                           2008 Long-term Incentive Plan              Management    Yes     For      With
                     SRE                           Approval Amended/Restated                  Management    Yes     For      With
                                                   Articles of Incorporation
                     SRE                           Shareholder say on pay                     Shareholder   Yes     Against  With
Spectra Energy       SE     847560109  10/31/2007  Election of Directors:
Corp                                               Pamela L. Carter                           Management    Yes     For      With
                                                   William T. Esrey                           Management    Yes     For      With
                                                   Fred J. Fowler                             Management    Yes     For      With
                                                   Dennis R. Hendrix                          Management    Yes     For      With
                     SE                            Ratify Selection-Deloitte & Touche LLP     Management    Yes     For      With
                     SE                6/8/2008    Election of Directors:
                                                   Paul M. Anderson                           Management    Yes     For      With
                                                   Auston A. Adams                            Management    Yes     For      With
                                                   F. Anthony Comper                          Management    Yes     For      With
                                                   Michael McShane                            Management    Yes     For      With
                     SE                            2007 Long-term Incentive Plan              Management    Yes     For      With
                     SE                            Executive Short-term Incentive Plan        Management    Yes     For      With
                     SE                            Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
The PNC Financial    PNC    693475105  4/22/2008   Election of Directors:
Services                                           Mr. Berndt                                 Management    Yes     For      With
Group, Inc.                                        Mr. Bunch                                  Management    Yes     For      With
                                                   Mr. Chellgren                              Management    Yes     For      With
                                                   Mr. Clay                                   Management    Yes     For      With
                                                   Mr. Davidson                               Management    Yes     For      With
                                                   Ms. James                                  Management    Yes     For      With
                                                   Mr. Kelson                                 Management    Yes     For      With
                                                   Mr. Lindsay                                Management    Yes     For      With
                                                   Mr. Massaro                                Management    Yes     For      With
                                                   Ms. Pepper                                 Management    Yes     For      With
                                                   Mr. Rohr                                   Management    Yes     For      With
                                                   Mr. Shepard                                Management    Yes     For      With
                                                   Ms. Steffes                                Management    Yes     For      With
                                                   Mr. Strigl                                 Management    Yes     For      With
                                                   Mr. Thieke                                 Management    Yes     For      With
                                                   Mr. Usher                                  Management    Yes     For      With
                                                   Mr. Walls                                  Management    Yes     For      With
                                                   Mr. Wehmeier                               Management    Yes     For      With
                     PNC                           Ratify PriceWaterHouseCoopers LLP          Management    Yes     For      With
The Southern         SO     842587107  5/28/2008   Election of Directors:
Company                                            J.P. Baranco                               Management    Yes     For      With
                                                   D.J. Bern                                  Management    Yes     For      With
                                                   F.S. Blake                                 Management    Yes     For      With
                                                   J.A. Boscia                                Management    Yes     For      With
                                                   T.F. Chapman                               Management    Yes     For      With
                                                   H.W. Habermeyer                            Management    Yes     For      With
                                                   W.A. Hood, Jr.                             Management    Yes     For      With
                                                   D.M. James                                 Management    Yes     For      With
                                                   J.N. Purcell                               Management    Yes     For      With
                                                   D.M. Ratcliffe                             Management    Yes     For      With
                                                   W.G. Smith, Jr.                            Management    Yes     For      With
                                                   G.J. St Pe                                 Management    Yes     For      With
                     SO                            Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
                     SO                            Amendment of Company Bylaws                Management    Yes     For      With
                                                   Re: Majority/Cumulative Voting
                     SO                            Amendment of Certificate of                Management    Yes     For      With
                                                   Incorporation Re: Cumulative voting
                     SO                            Environmental Report                       Shareholder   Yes     Against  With
Verizon              VZ     92343V104  5/1/2008    Election of Directors:
Communications                                     Richard L. Carrion                         Management    Yes     For      With
Inc.                                               M. Frances Keeth                           Management    Yes     For      With
                                                   Robert W. Lane                             Management    Yes     For      With
                                                   Sandra O. Moose                            Management    Yes     For      With
                                                   Joseph Neubauer                            Management    Yes     For      With
                                                   Donald T. Nicolalsen                       Management    Yes     For      With
                                                   Thomas H. O'Brien                          Management    Yes     For      With
                                                   Clarence Otis, Jr.                         Management    Yes     For      With
                                                   Hugh B. Price                              Management    Yes     For      With
                                                   Ivan G. Seidenberg                         Management    Yes     For      With
                                                   John W. Snow                               Management    Yes     For      With
                                                   John R. Stafford                           Management    Yes     For      With
                     VZ                            Ratify Ind Accounting Firm                 Management    Yes     For      With
                     VZ                            Eliminate stock options                    Shareholder   Yes     Against  With
                     VZ                            Gender ID nondiscrimination policy         Shareholder   Yes     Against  With
                     VZ                            Separate offices of Chairman & CEO         Shareholder   Yes     Against  With
Wal-Mart             WMT    931142103  6/6/2008    Election of Directors:
Stores, Inc.                                       Aida M. Alvarez                            Management    Yes     For      With
                                                   James W. Breyer                            Management    Yes     For      With
                                                   M. Michele Burns                           Management    Yes     For      With
                                                   James I. Cash, Jr.                         Management    Yes     For      With
                                                   Roger C. Corbett                           Management    Yes     For      With
                                                   Douglas N. Dall                            Management    Yes     For      With
                                                   David D. Glass                             Management    Yes     For      With
                                                   Gregory B. Penner                          Management    Yes     For      With
                                                   Allen I. Questrom                          Management    Yes     For      With
                                                   H. Lee Scott, Jr.                          Management    Yes     For      With
                                                   Arne M. Sorenson                           Management    Yes     For      With
                                                   Jim C. Walton                              Management    Yes     For      With
                                                   S. Robson Walton                           Management    Yes     For      With
                                                   Christopher J. Williams                    Management    Yes     For      With
                                                   Linda S. Wolf                              Management    Yes     For      With
                                                   Amended/Restated Mgmt Incentive Plan       Management    Yes     For      With
                                                   Ratify Ind Acct-Ernst & Young LLP          Management    Yes     For      With
                                                   Amend EEO Policy                           Shareholder   Yes     Against  With
                                                   Pay-for-superior-performance               Shareholder   Yes     Against  With
                                                   Recoupment-Sr Exec Comp Policy             Shareholder   Yes     Against  With
                                                   Establish Human Rights Committee           Shareholder   Yes     Against  With
                                                   Advisory Vote on Executive Comp            Shareholder   Yes     Against  With
                                                   Political Contributions Report             Shareholder   Yes     Against  With
                                                   Social and Reputation Impact Report        Shareholder   Yes     Against  With
                                                   Special Shareholders' Meetings             Shareholder   Yes     Against  With
WGL Holdings, Inc.   WGL    92924F106  3/6/2008    Election of Directors:
                                                   Michael D. Barnes                          Management    Yes     For      With
                                                   George P. Clancy, Jr.                      Management    Yes     For      With
                                                   J.H. Degraffenreidt, Jr.                   Management    Yes     For      With
                                                   James W. Dyke, Jr.                         Management    Yes     For      With
                                                   Melvyn J. Estrin                           Management    Yes     For      With
                                                   James F. Lafond                            Management    Yes     For      With
                                                   Debra L. Lee                               Management    Yes     For      With
                                                   Karen Hastie Williams                      Management    Yes     For      With
                                                   Ratify Appt-Deloitte & Touche LLP          Management    Yes     For      With
                                                   Cumulative Voting (Election of Directors)  Shareholder   Yes     Against  With
Zimmer Holdings,     ZMH    98956P102  5/5/2008    Election of Directors:
Inc.                                               David C. Dvorak                            Management    Yes     For      With
                                                   Robert A. Hagemann                         Management    Yes     For      With
                                                   Arthur J. Higgins                          Management    Yes     For      With
                                                   Cecil B. Pickett, Ph.D.                    Management    Yes     For      With
                     ZMH                           Auditor Ratification                       Management    Yes     For      With
                     ZMH                           Amended Exec Performance Incentive         Management    Yes     For      With
                                                   Plan
                     ZMH                           Amend Restated Cert of Incorporation       Management    Yes     For      With
                                                   to eliminate supermajority voting req





                                   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 28, 2008