Utley recorded seven birdies for a 7-under-par 65 on the Cliffs Valley course to move to 14-under-par 129.
'There is something about the way that these two courses suit my eye that sets up perfect for me,' said Utley, who won the 1989 Chattanooga Classic on the PGA Tour. 'If I can continue to put the ball in the fairway, I should be fine the rest of the way.'
Five-time PGA Tour winner Ken Green is two back. He shot a 5-under 66 on the Keowee Vineyards course, despite a double bogey on his 14th hole of the day.
'It's a good positive start,' Green said. 'I've been fighting the demons so I don't know what will happen over the weekend. This has been three or four steps (in the right direction). This is very encouraging.'
Former Clemson University standout Charles Warren (CV) and Jeff Klauk (CV) are three strokes back at 11-under-par 132.
Klauk posted an eight-birdie, one-eagle 10-under-par 62 - a career-best and Cliffs Valley course record.
'Today was one of those days where if you just get the ball rolling, it will go in,' Klauk said. 'I'm just glad to be in the field since I got in as an alternate. But the objective is to win the golf tournament and not just shoot a good round.'
Seventy-three players made the 36-hole cut, which came at 3-under-par 140.
Twelve teams, four pro-am and eight pro-celebrity, will compete Saturday for an additional $15,000 to be divided following the third round.
University of South Carolina products Kyle Thompson and former Heisman Trophy winner George Rogers lead the Pro-Celebrity Division at 21-under par.
Other celebrities advancing to the final round include former Georgia Tech basketball coach Bobby Cremins, former NFL quarterback Billy Joe Tolliver, former Super Bowl MVP Mark Rypien, actor Jamie Farr, former NHL stars Pierre LaRouche and Dan Quinn, and former Major League Baseball player Andy Van Slyke.
Full-field scores from the BMW Charity Pro-Am at The Cliffs