UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-6239

Tax-Free Fund for Utah

(Exact name of Registrant as specified in charter)

   380 Madison Avenue

New York, New York 10017

(Address of principal executive offices)  (Zip code)

  Joseph P. DiMaggio

  380 Madison Avenue

New York, New York 10017

(Name and address of agent for service)

Registrant's telephone number, including area code:(212) 697-6666

Date of fiscal year end:  6/30/12

Date of reporting period:  12/31/12

FORM N-CSRS

ITEM 1.  REPORTS TO STOCKHOLDERS.

Semi-Annual

Report

December 31, 2012

     A tax-free income investment

 

Serving Utah Investors For Over 20 Years   Tax-Free Fund For Utah “Sticking To Basics”

February, 2013

Dear Fellow Shareholder:

     Credit crunch – financial crisis – fiscal cliff – these are just some of the terms that have been in the media over the past year. It’s enough to make your head spin and your stomach turn.

     While we certainly take note of the opinions in the press, Management of your Fund doesn’t unduly stress over them. Why? Because we stick to basics – emphasis on high quality securities, intermediate maturity and geographic diversification among projects and communities within Utah. Add to this, local orientation, detailed research and top quality service providers, and we believe we have a formula that has served you, and our other shareholders, well over the years in your search for preservation of capital and tax-free income. And, we believe it will continue to serve you well in whatever economic environment prevails during 2013.

     Investment Quality. No matter what the quality rating for a particular security may be, it will still be subject to market fluctuations – even in the calmest of markets. However, in general, the higher the quality rating of a municipal security, the greater and more reliable the cash flow there is for the municipality to cover interest and principal payments when due on the security. Exaggerated price changes that may occur in emotionally charged securities markets normally do not represent the ability of a municipal issuer to pay interest and principal in a timely manner on any particular security. It is the cash flow and solidness of the municipal issuer that count - and this is reflected in the quality level of the credit rating.

     Thus, in accordance with your Fund’s prospectus, Tax-Free Fund For Utah may only purchase investment grade securities – those rated within the top four credit ratings by a nationally-recognized statistical rating organization - or, if unrated, determined by your investment team to be of comparable quality. We have specifically designed your Fund this way since we believe there is no substitute for quality.

     Intermediate Maturity. Through utilizing a blend of maturities – both shorter-term and longer-term – Tax-Free Fund For Utah attempts to provide a satisfactory level of return without subjecting the share price to excessive swings as interest rates increase and decrease. We feel that this approach takes the best that each investment has to offer – gaining stability from the shorter-term maturities and higher yields from the longer-term maturities.

     Diversification of the Portfolio. To the maximum extent possible, Tax-Free Fund For Utah strives to invest in as many projects, and types of projects, as possible throughout the state. This is done not only to limit exposure in any particular situation, but also to enhance the quality of life throughout Utah by financing worthy municipal projects.

NOT A PART OF THE SEMI-ANNUAL REPORT

     Local Orientation. To strengthen the fingers that Tax-Free Fund For Utah keeps on the pulse of the communities it serves, we have intentionally structured your Fund’s Management to include several residents of Utah. With this structure, we believe your Fund is more sensitive to the subtle nuances within Utah.

     Detailed Research. The research conducted prior to investing in a bond, and ongoing credit monitoring, make it possible to evaluate potential risks associated with an individual bond and the adequacy of the compensation provided for that risk. Simply put, we seek to evaluate whether, as a bond investor, your Fund is adequately compensated for the risk associated with lending to a particular issuer.

     Top Quality Service Providers. We seek to ensure that highly qualified and knowledgeable organizations look after your investment on a day-to-day basis. The Manager, including its portfolio management team, shareholder servicing and transfer agent, custodian, fund accounting agent, security pricing services, distributor, legal counsel, and auditors were all very carefully chosen and, in our opinion, possess a high level of integrity and expertise.

     So, when it appears that the world just might be coming apart at the seams, rest assured that Management of your Fund intends to continue to stick to some tried and true basics.

Sincerely,

Diana P. Herrmann, President

Consideration should be given to the risks of investing, including potential loss of value, market risk, interest rate risk, credit risk, and geographic concentration. Past performance does not guarantee future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. For certain investors, some dividends may be subject to Federal and state taxes, including the Alternative Minimum Tax (AMT).

NOT A PART OF THE SEMI-ANNUAL REPORT

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		General Obligation Bonds (19.8%)	and Fitch	Value
		City, County and State (3.8%)
		Anderson, Indiana San District
$	505,000	4.600%, 07/15/23 AMBAC Insured	A1/A-/NR	$	521,210
		Coral Canyon, Utah Special Service
		District
	100,000	4.850%, 07/15/17	NR/NR/NR*		101,390
		Harris County, Texas Utility District #268
	905,000	4.375%, 09/01/27 Radian Insured	NR/NR/NR*		913,534
		Houston, Texas Public Improvement
	1,000,000	5.000%, 03/01/29	Aa2/AA/NR		1,167,310
		King County, Washington School
		District #401, School Board Guaranty
		Program
	1,000,000	4.500%, 12/01/25 AGMC Insured	Aa1/AA+/NR		1,106,930
		Laredo, Texas
	500,000	4.500%, 02/15/24 NPFG Insured	Aa2/AA/AA		532,275
		McKinney, Texas
	1,700,000	4.500%, 08/15/23 Syncora Guarantee,
		Inc. Insured	Aa1/AA+/NR		1,844,381
	1,375,000	5.000%, 08/15/24 AMBAC Insured	Aa1/AA+/NR		1,540,041
		San Patricio County, Texas
	450,000	4.600%, 04/01/25 AMBAC Insured	Aa3/NR/NR		491,130
		Texas State Transportation Commission
		Mobility Fund
	2,000,000	4.500%, 04/01/33	Aaa/AA+/AAA		2,170,040
		Washington State, Series D
	2,000,000	5.000%, 01/01/29 AMBAC Insured
		(pre-refunded)	Aa1/AA+/AA+		2,094,240
		Washington State Various Purpose
	1,405,000	5.000%, 07/01/30 Series A	Aa1/AA+/AA+		1,607,306
	2,465,000	5.000%, 07/01/31 Series A	Aa1/AA+/AA+		2,816,484
		Total City, County and State			16,906,271
		Education - Public Schools (2.8%)
		Brownsboro, Texas Independent School
		District
	490,000	zero coupon, 08/15/16 PSF
		Guaranteed	NR/AAA/NR		471,292

1 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		General Obligation Bonds (continued)	and Fitch	Value
		Education - Public Schools (continued)
		Burnet, Texas Consolidated Independent
		School District
$	1,460,000	0.050%, 08/01/14 PSF Guaranteed	AAA/NR/NR	$	1,452,671
		Carbon County, Wyoming School
		District #1 (Rawlins Building)
	2,050,000	4.500%, 06/15/28	NR/A+/NR		2,269,288
		Clark County, Nevada School District
	1,150,000	5.000%, 06/15/18 Series B AGMC
		Insured	Aa3/AA-/A+		1,218,494
		Florida State Board of Education Public
		Education Capital Outlay
	2,000,000	4.750%, 06/01/30 2005 Series F	Aa1/AAA/AAA		2,224,960
		Nebo, Utah School District, School
		Board Guaranty Program
	2,900,000	4.500%, 07/01/24 Series A	Aaa/AAA/NR		3,435,804
		Yakima County, Washington School
		District #201, School Board Guaranty
		Program
	1,475,000	0.050%, 12/01/14	Aa1/NR/NR		1,462,684
		Total Education - Public Schools			12,535,193
		Hospital (0.3%)
		Skagit County, Washington Public
		Hospital District No. 002, Refunding,
		Island Hospital
	1,120,000	0.250%, 12/01/15	A1/NR/NR		1,090,622
		Local Public Property (6.1%)
		Clark County, Nevada, Refunding
	2,280,000	5.000%, 12/01/29 Series A	Aa1/AA+/NR		2,571,658
	1,000,000	5.000%, 07/01/23 Series B	Aa1/AA+/NR		1,162,940
	2,000,000	5.000%, 11/01/28 AGMC Insured	Aa1/AA+/AA		2,229,200
	2,000,000	4.750%, 06/01/30 AGMC Insured	Aa1/AA+/NR		2,163,120
	1,000,000	4.750%, 11/01/27 NPFG/FGIC
		Insured	Aa1/AA+/NR		1,100,900
		Hurst, Texas Refunding & Improvement
	570,000	0.050%, 08/15/15	Aa2/AA/NR		558,526
		Kitsap County, Washington Refunding
	1,255,000	4.850%, 07/01/28 NPFG Insured	Aa3/AA-/NR		1,333,877

2 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		General Obligation Bonds (continued)	and Fitch	Value
		Local Public Property (continued)
		North Las Vegas, Nevada Refunding
		Ltd. Tax
$	1,000,000	5.000%, 06/01/36	Baa2/A/BBB	$	1,055,420
		North Slope Borough, Alaska
	1,000,000	zero coupon, 06/30/13 Series A NPFG
		Insured	Aa3/AA-/AA		998,490
		San Angelo, Texas Certificates of
		Participation Obligation
	2,765,000	5.000%, 02/15/30 Series A	Aa2/AA/AA+		3,147,178
		San Patricio County, Texas Certificates
		of Obligation
	2,260,000	4.750%, 04/01/31 AMBAC Insured	Aa3/NR/NR		2,465,231
		Utah State, Series A
	2,500,000	5.000%, 07/01/26	Aaa/AAA/AAA		3,074,275
		Washoe County, Nevada Refunding
		Reno Sparks Convention
	2,000,000	5.000%, 07/01/28	Aa2/AA/NR		2,269,020
		Williamson County, Texas
	1,610,000	5.000%, 02/15/23 NPFG Insured
		(pre-refunded)	Aa1/AAA/NR		1,695,201
	1,445,000	5.000%, 02/15/23 NPFG Insured
		(pre-refunded)	Aa1/BBB/NR		1,520,631
		Total Local Public Property			27,345,667
		School District (4.5%)
		Clark County, Nevada School District
	500,000	5.000%, 06/15/28 Series A	Aa3/AA-/A+		566,550
		Comal, Texas Independent School
		District
	2,000,000	5.000%, 02/01/33 NPFG Insured
		(pre-refunded)	Aaa/BBB/AAA		2,102,140
		Davis County, Utah School District,
		School Building, Utah School Board
		Guaranty Program
	2,640,000	4.000%, 06/01/27	Aaa/NR/NR		2,983,702
		Granite School District, Utah, Salt Lake
		County School Building, School Board
		Guaranty Program
	1,000,000	5.000%, 06/01/31	Aaa/NR/AAA		1,191,850

3 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		General Obligation Bonds (continued)	and Fitch	Value
		School District (continued)
		Houston, Texas Independent School
		District
$	3,000,000	5.000%, 02/15/28 AGMC Insured	Aaa/AA+/NR	$	3,126,750
		Magnolia, Texas Independent School
		District Schoolhouse
	1,495,000	5.000%, 08/15/25 NPFG/FGIC
		Insured	Aa3/NR/NR		1,629,012
		Navasota, Texas Independent School
		District
	475,000	5.000%, 08/15/23 NPFG/FGIC
		Insured	A1/NR/NR		502,422
		North East Independent School District,
		Texas
	1,000,000	5.000%, 08/01/33 NPFG Insured PSF
		Guaranteed	Aaa/AAA/NR		1,061,860
		Port Arthur, Texas Independent School
		District School Building
	2,000,000	5.250%, 02/15/30 NPFG/FGIC Insured
		(pre-refunded)	Aa3/NR/AA-		2,110,240
		Uintah County, Utah School District,
		School Board Guaranty Program
	455,000	4.250%, 02/01/24	Aaa/NR/NR		489,821
		Wasatch County, Utah School District,
		School Board Guaranty Program
	880,000	5.000%, 06/01/25	Aaa/NR/NR		955,337
	900,000	4.375%, 06/01/26	Aaa/NR/NR		981,999
		Washoe County, Nevada School District
	200,000	4.625%, 06/01/23 NPFG/FGIC Insured
		(pre-refunded)	Aa2/AA/AA-		203,576
		Washoe County, Nevada School District
		Refunding & School Improvement
	2,000,000	5.000%, 06/01/30 Series A	Aa2/AA/NR		2,287,280
		Total School District			20,192,539

4 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		General Obligation Bonds (continued)	and Fitch	Value
		Transportation (1.0%)
		Texas State Transportation Commission
		Mobility Fund
$	1,140,000	5.000%, 04/01/27 Series A	Aaa/AA+/AAA	$	1,294,801
	2,000,000	4.750%, 04/01/35 Series A NPFG/ IBC
		Insured	Aaa/AA+/AAA		2,133,560
		Titus County, Texas Unlimited Tax And
		Pass-Through Toll Revenue
	1,000,000	5.000%, 03/01/28 Series 2012-A	NR/A/NR		1,138,470
		Total Transportation			4,566,831
		Utilities (1.3%)
		Central Utah Water Conservancy District
		Refunding
	765,000	5.000%, 04/01/28 Series B	NR/AA+/AAA		911,016
		Las Vegas Valley, Nevada Water District
		Refunding
	1,000,000	5.000%, 06/01/30 Series C	Aa2/AA+/NR		1,171,950
		Las Vegas Valley, Nevada Water District
		Refunding & Water Improvement
	2,500,000	5.000%, 02/01/38 Series A	Aa2/AA+/NR		2,772,200
		Virgin Valley, Nevada Water District
	955,000	5.000%, 03/01/34 AGC Insured	Aa3/NR/NR		1,028,096
		Total Utilities			5,883,262
		Total General Obligation Bonds			88,520,385
		Revenue Bonds (78.8%)
		Airport (1.8%)
		Alaska State International Airport Revenue
	35,000	5.000%, 10/01/24 AMBAC Insured
		AMT	Aa3/NR/A+		35,055
		Broward County, Florida Airport System
		Revenue Refunding
	1,000,000	5.375%, 10/01/29 Series O	A1/A+/A		1,161,150
		Clark County, Nevada Passenger Facilities
		Charge Revenue Las Vegas-McCarran
		International Airport
	1,500,000	5.000%, 07/01/30	A1/A+/NR		1,673,910

5 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Airport (continued)
		Hillsborough County, Florida Aviation
		Authority
$	2,185,000	5.250%, 10/01/23 NPFG Insured AMT	A1/A+/A+	$	2,238,423
		Miami-Dade County, Florida Aviation
		Revenue Miami International Airport
	1,675,000	5.000%, 10/01/22 Series A-1	A2/A/A		1,952,631
		Reno-Tahoe, Nevada Airport Authority
		Revenue Refunding
	1,000,000	5.000%, 07/01/26 AGMC Insured	Aa3/NR/A		1,046,930
		Total Airport			8,108,099
		Education (10.7%)
		Florida Higher Education Facilities
		Authority Revenue, Refunding,
		Rollins College Project
	1,000,000	5.000%, 12/01/37 Series A	A1/NR/NR		1,114,010
		Florida State Board of Education Public
		Education
	210,000	4.500%, 06/01/25 AGMC Insured	Aa1/AAA/AAA		221,468
		Hammond, Indiana School Building
		Corp. First Mortgage
	1,030,000	5.000%, 07/15/31 NPFG Insured	Baa2/AA+/NR		1,087,804
		Hillsborough County, Florida School
		Board COP
	510,000	4.250%, 07/01/26 NPFG Insured	Aa2/AA-/AA		561,367
	1,500,000	5.000%, 07/01/31 NPFG Insured	Aa2/AA-/AA		1,683,390
		Salt Lake County, Utah Westminster
		College Project
	825,000	4.750%, 10/01/20	NR/BBB/NR		891,289
	870,000	4.750%, 10/01/21	NR/BBB/NR		935,206
	2,300,000	5.000%, 10/01/22	NR/BBB/NR		2,422,590
	1,250,000	5.000%, 10/01/25	NR/BBB/NR		1,306,875
	600,000	5.000%, 10/01/27	NR/BBB/NR		636,372
	2,025,000	5.125%, 10/01/28	NR/BBB/NR		2,107,519
		Southern Utah University Revenue
		Refunding, Auxiliary System
		Student Building Fee
	875,000	4.000%, 05/01/19	NR/AA/NR		991,812

6 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Education (continued)
		Texas A&M University Revenue
$	1,700,000	5.000%, 07/01/34	Aaa/AAA/AAA	$	2,089,929
		Texas State University System Financing
		Revenue
	2,000,000	5.250%, 03/15/25	Aa2/AA-/AA		2,336,500
		Tooele County, Utah Municipal Building
		Authority School District Lease Revenue
	1,000,000	4.875%, 06/01/25	A1/A+/NR		1,085,660
	1,000,000	5.000%, 06/01/28	A1/A+/NR		1,079,430
		Tyler, Texas Independent School District
	325,000	5.000%, 02/15/26 AGMC Insured
		(pre-refunded)	Aa3/AA/AA+		356,291
		University of North Texas Revenue
		Refunding Financing System
	2,815,000	4.500%, 04/15/25 Series A	Aa2/NR/AA		3,271,058
		University of Utah COP
	3,170,000	4.350%, 12/01/26 AMBAC Insured	Aa2/AA-/NR		3,430,098
		Utah State Board of Regents
	2,980,000	4.500%, 04/01/29	Aa2/AA/NR		3,353,692
		Utah State Board of Regents Auxiliary
		& Campus Facility
	1,000,000	4.125%, 04/01/20 NPFG Insured	Aa2/AA/NR		1,064,260
		Utah State Board of Regents Lease
		Revenue
	410,000	4.500%, 05/01/20 AMBAC Insured	NR/AA/NR		445,149
	425,000	4.500%, 05/01/21 AMBAC Insured	NR/AA/NR		459,289
	450,000	4.625%, 05/01/22 AMBAC Insured	NR/AA/NR		485,996
	120,000	4.650%, 05/01/23 AMBAC Insured	NR/AA/NR		128,974
		Utah State Board of Regents Office
		Facility Revenue
	1,045,000	5.000%, 04/01/23 NPFG Insured	Aa2/AA-/NR		1,134,003
		Utah State Board of Regents, Utah,
		Valley University Student Center
		Building Fee And Unified System
		Revenue
	3,005,000	5.000%, 11/01/28 Series 2012A	NR/AA/NR		3,589,262
	1,000,000	4.000%, 11/01/29 Series 2012A	NR/AA/NR		1,076,570

7 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Education (continued)
		Warsaw, Indiana Multi-School Building
		Corp., First Mortgage
$	1,800,000	5.450%, 01/15/28 Series B	NR/AA+/NR	$	2,031,372
		Washington State Higher Education
		Facilities Authority Revenue, Refunding,
		Gonzaga University Project
	950,000	5.000%, 04/01/24 Series B	A3/NR/NR		1,047,707
		Washington State Higher Education
		Facilities Authority Revenue, Seattle
		University Project
	1,250,000	5.250%, 11/01/27 AMBAC Insured	NR/A/NR		1,386,075
		Washington State University Revenue
	735,000	4.600%, 10/01/29 AGMC Insured	Aa2/AA-/NR		820,311
		Weber State University, Utah Student
		Facilities System
	1,825,000	4.400%, 04/01/27 AGMC Insured	NR/AA/NR		1,939,446
	1,275,000	5.125%, 04/01/32 NPFG Insured	Baa2/AA/NR		1,353,349
		Total Education			47,924,123
		Education - Charter Schools (8.9%)
		La Vernia, Texas Higher Education Finance
		Corp., Jubilee Academy
	3,428,600	6.500%, 03/15/38 144A†	NR/NR/NR*		3,428,703
		Utah County, Utah Charter School
		Revenue Lakeview Academy
	210,000	5.350%, 07/15/17 Series A	NR/BBB-/NR		224,179
	610,000	4.500%, 07/15/22	NR/BBB-/NR		612,721
		Utah County, Utah Charter School
		Revenue Lincoln Academy
	635,000	5.450%, 06/15/17 Series A 144A	NR/NR/NR*		638,461
		Utah County, Utah Charter School
		Revenue Renaissance Academy
	225,000	5.350%, 07/15/17 Series A 144A	NR/NR/NR*		230,256
		Utah State Charter School Finance
		Authority Entheos Academy
	5,598,000	6.750%, 08/15/38 144A	NR/NR/NR*		5,597,776

8 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Education - Charter Schools (continued)
		Utah State Charter School Finance
		Authority Fast Forward Academy
$	2,964,100	6.500%, 11/15/37 144A	NR/NR/NR*	$	2,830,508
		Utah State Charter School Finance
		Authority George Washington
		Academy
	1,000,000	6.750%, 07/15/28	NR/BB+/NR*		1,029,630
		Utah State Charter School Finance
		Authority Legacy Preparatory
		Academy
	5,510,000	6.750%, 06/15/38 144A	NR/NR/NR*		5,496,445
	7,625,000	7.250%, 06/15/39 144A	NR/NR/NR*		7,587,333
		Utah State Charter School Finance
		Authority Ogden Preparatory
		Academy, School Board Guaranty
		Program
	475,000	4.000%, 10/15/22	NR/AA/NR		537,790
	505,000	4.000%, 10/15/23	NR/AA/NR		565,696
	525,000	4.000%, 10/15/24	NR/AA/NR		582,351
		Utah State Charter School Finance
		Authority, Refunding & Improvement,
		Davinci Academy
	1,000,000	7.050%, 09/15/26 Series 2011A	NR/BBB-/NR		1,090,050
		Utah State Charter School Finance
		Authority Rockwell Charter School
	900,000	6.750%, 08/15/28 144A	NR/NR/NR*		796,212
		Utah State Charter School Finance
		Authority Ronald Wilson Reagan
		Academy
	1,315,000	5.750%, 02/15/22 Series A 144A	NR/BBB-/NR		1,397,911
		Utah State Charter School Finance
		Authority Venture Academy
	7,040,000	6.750%, 11/15/38 144A	NR/NR/NR*		7,048,730
		Total Education - Charter Schools			39,694,752

9 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Hospital (5.3%)
		Campbell County, Wyoming Hospital
		District, Hospital Revenue, Memorial
		Hospital Project
$	1,040,000	5.000%, 12/01/20	NR/A-/NR	$	1,165,434
	1,000,000	5.500%, 12/01/34	NR/A-/NR		1,081,570
		Harris County, Texas Health Facility
		Development Corp. Christus Health
		Series A-6
	1,000,000	4.750%, 07/01/30 AGMC Insured	Aa3/AA-/NR		1,098,330
		Indiana Finance Authority Hospital
		Revenue, Parkview Health System
	1,350,000	5.875%, 05/01/29 (pre-refunded)	A1/NR/NR		1,449,630
		Indiana Finance Authority Hospital
		Revenue, Parkview Health System,
		Unrefunded balance
	300,000	5.875%, 05/01/29	A1/A+/NR		314,187
		King County, Washington Public Hospital
		District No. 002, Refunding, Evergreen
		Healthcare
	1,000,000	5.250%, 12/01/28	Aa3/A+/NR		1,136,220
		Laramie County, Wyoming Hospital
		Revenue, Cheyenne Regional
		Medical Center Project
	1,000,000	5.000%, 05/01/32	NR/A+/NR		1,114,350
		Reno, Nevada Hospital Revenue,
		Washoe Medical Center
	725,000	5.000%, 06/01/23 AGMC Insured	Aa3/AA-/NR		783,703
	680,000	5.000%, 06/01/23 AGMC Insured	Aa3/AA-/NR		735,060
		Richmond, Indiana Hospital Revenue
	250,000	5.000%, 01/01/19	NR/A/A		275,505
		Riverton, Utah Hospital Revenue,
		Intermountain Health Care Health
		Services, Inc.
	850,000	5.000%, 08/15/36	Aa1/AA+/NR		944,809
	2,000,000	5.000%, 08/15/41	Aa1/AA+/NR		2,215,500

10 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Hospital (continued)
		Tarrant County, Texas Cultural Education
		Facilities Finance Corp. Hospital
		Refunding, Scott & White Healthcare
		Project
$	1,000,000	5.250%, 08/15/25	A1/A/AA-	$	1,131,020
		Utah County, Utah Hospital Revenue,
		IHC Health Services, Inc.
	500,000	5.000%, 05/15/29	Aa1/AA+/NR		581,500
	5,205,000	5.000%, 05/15/43	Aa1/AA+/NR		5,814,662
		Utah State Board of Regents Revenue
		Hospital - University of Utah
	3,000,000	5.000%, 08/01/31 Series B	Aa2/AA/NR		3,367,050
		Washington State Health Care Facilities
		Authority Revenue, Refunding, Fred
		Hutchinson Cancer
	595,000	5.000%, 01/01/18	A2/A/NR		674,254
		Total Hospital			23,882,784
		Housing (3.8%)
		Florida Housing Finance Corp.
	410,000	5.000%, 07/01/21 AMT	Aa1/AA+/AA+		428,274
	390,000	6.000%, 07/01/28	Aa1/AA+/AA+		420,346
		Indianapolis, Indiana Multi-Family
	365,000	4.850%, 01/01/21 AMT FNMA Insured	A1/NR/NR		370,986
		Miami-Dade County, Florida Housing
		Finance Authority
	535,000	5.000%, 11/01/23 AGMC Insured AMT	Aa3/AA-/A-		540,441
		South Dakota Housing Development
		Authority
	45,000	6.000%, 05/01/28	Aa1/AAA/NR		45,093
		Utah Housing Corporation Single
		Family Mortgage
	25,000	5.250%, 07/01/23 AMT	Aa2/AA/AA		25,024
	660,000	5.125%, 07/01/24 AMT	Aa3/AA-/AA-		660,515
	590,000	5.000%, 07/01/25 AMT	Aa3/AA-/AA-		589,770
	290,000	5.100%, 01/01/26 AMT	Aa3/AA-/AA-		291,380
	90,000	5.650%, 07/01/27 AMT	Aa2/AA/AA		90,610
	1,000,000	5.250%, 01/01/28 AMT	Aa3/AA-/AA-		1,018,670

11 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Housing (continued)
		Utah Housing Corporation Single
		Family Mortgage (continued)
$	570,000	5.200%, 01/01/28 AMT	Aa3/AA-/AA-	$	580,955
	1,690,000	5.800%, 07/01/28 AMT	Aa3/AA-/AA-		1,781,429
	635,000	5.700%, 07/01/28 AMT	Aa3/AA-/AA-		667,048
	465,000	5.500%, 07/01/28 AMT	Aa3/AA-/AA-		485,093
	750,000	6.100%, 01/01/29 AMT	Aa3/AA-/AA-		798,465
	1,250,000	5.250%, 07/01/28 Series A AMT	Aa3/AA-/AA-		1,307,213
	575,000	4.950%, 01/01/32 Series A Class II	Aa2/AA/AA		608,747
	2,105,000	4.500%, 01/01/24 Series A Class III .	Aa3/AA-/AA-		2,231,595
	1,000,000	4.000%, 07/01/28 Series B-1 Class I .	Aaa/AAA/AAA		1,031,370
	950,000	4.625%, 07/01/32 Series B-1 Class II .	Aa2/AA/AA		1,001,310
	870,000	4.500%, 07/01/23 Series C	Aa3/AA-/AA-		927,933
		Utah State Housing Finance Agency
	35,000	5.700%, 07/01/15 AMT	Aa3/AA-/AA-		35,165
	285,000	5.500%, 07/01/18 AMT	Aa3/AA-/AA-		288,862
	15,000	5.000%, 07/01/18 AMT	Aaa/AA+/NR		15,013
	140,000	5.600%, 07/01/23 AMT	Aa2/AA/AA		140,167
		Wyoming Community Development
		Authority Homeownership Mortgage
		Revenue
	755,000	4.625%, 06/01/28 Series A	Aa2/NR/NR		802,482
		Total Housing			17,183,956
		Local Public Property (10.5%)
		Clark County, Nevada Improvement
		District Special Local Improvement
		#128 (Summerlin)
	500,000	5.000%, 02/01/21 Series A	NR/NR/NR*		458,435
		Draper, Utah Sales Tax Revenue
	1,640,000	4.500%, 05/01/27 Series A	NR/AA/NR		1,893,560
	1,000,000	5.000%, 05/01/32 Series A	NR/AA/NR		1,185,730
		El Paso, Texas Solid Waste Disposal
		System Revenue
	1,540,000	5.125%, 08/15/28 AGMC Insured	Aa3/AA-/NR		1,565,379
		Herriman, Utah Special Assessment
		Towne Center Assessment Area
	1,045,000	4.875%, 11/01/23	NR/A/NR		1,119,644

12 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Local Public Property (continued)
		Herriman, Utah Special Assessment
		Towne Center Assessment Area
		(continued)
$	1,150,000	5.000%, 11/01/25	NR/A/NR	$	1,230,626
	1,975,000	5.000%, 11/01/29	NR/A/NR		2,052,025
		Lincoln County, Wyoming Building
		Corp. Lease Revenue
	700,000	5.000%, 05/01/32	NR/A+/NR		787,045
		New Albany, Indiana Development
		Authority
	500,000	4.250%, 02/01/22	NR/A-/NR		520,090
		Orem, Utah Special Assessment
	1,765,000	7.750%, 11/01/25	NR/NR/NR*		1,776,014
		Riverton City, Utah Franchise & Sales
		Tax Revenue
	1,585,000	5.000%, 06/01/31 AMBAC Insured	NR/AA-/AA		1,727,935
		Salt Lake Valley, Utah Fire Service
		District Lease Revenue
	2,645,000	5.200%, 04/01/28	Aa2/NR/AA-		2,996,494
	1,000,000	5.250%, 04/01/30	Aa2/NR/AA-		1,129,030
		Sevier County, Utah Municipal Building
		Authority Lease Revenue Refunding
	915,000	5.000%, 11/15/19 NPFG/ FGIC Insured
		(pre-refunded)	NR/NR/NR*		972,965
		South Dakota State Building Authority
		Revenue
	500,000	4.500%, 06/01/24 NPFG/ FGIC Insured	NR/AA/NR		545,415
		South Ogden City, Utah Sales Tax
		Revenue Refunding
	1,895,000	4.375%, 05/01/29 NPFG/ FGIC Insured	Baa2/A+/NR		1,974,363
		Twin Creeks, Utah Special Services
		District
	11,230,970	10.000%, 07/15/30 144A	NR/NR/NR*		11,296,334
		Uintah County, Utah Municipal Building
		Authority Lease Revenue
	500,000	5.000%, 06/01/24	NR/A+/NR		556,965
	2,000,000	5.300%, 06/01/28	NR/A+/NR		2,219,580

13 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Local Public Property (continued)
		Uintah County, Utah Municipal Building
		Authority Lease Revenue (continued)
$	1,005,000	5.500%, 06/01/37	NR/A+/NR	$	1,094,445
	1,120,000	5.500%, 06/01/40	NR/A+/NR		1,220,251
		Utah State Municipal Finance Cooperative
		Local Government Capital Appreciation
		Pool Capital, Salt Lake
	165,000	zero coupon, 03/01/14 AGMC Insured	Aa3/AA-/AA		162,373
		Utah Transit Authority Sales Tax Revenue,
		Series A
	1,000,000	5.000%, 06/15/28	Aa2/AAA/AA		1,155,210
		Washington County/St. George Interlocal
		Agency, Utah Lease Revenue Refunding
	650,000	0.500%, 12/01/15 Series A	A1/A+/NR		639,970
	1,365,000	0.500%, 12/01/16 Series A	A1/A+/NR		1,322,494
		West Bountiful, Utah Courthouse Revenue
	410,000	5.000%, 05/01/19	NR/A/A+		425,937
		West Valley City, Utah Municipal Building
		Authority Lease Revenue Refunding
	1,645,000	4.500%, 08/01/22 Series A NPFG/
		FGIC Insured	NR/A+/A+		1,773,195
	1,890,000	4.375%, 08/01/26 Series A NPFG/
		FGIC Insured	NR/A+/A+		2,006,443
		West Valley City, Utah Sales Tax Revenue
		Capital Appreciation Bonds, Refunding
	2,750,000	zero coupon, 07/15/35	NR/AA+/NR		980,512
		Total Local Public Property			46,788,459
		State Agency (1.8%)
		Utah Infrastructure Agency
		Telecommunications & Franchise Tax
	1,000,000	5.500%, 10/15/30 Series A AGMC
		Insured	Aa3/AA-/NR		1,183,200
	1,475,000	5.250%, 10/15/33 Series A AGMC
		Insured	Aa3/AA-/NR		1,668,609

14 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		State Agency (continued)
		Utah State Building Ownership Authority
		Lease Revenue Refunding State
		Facilities Master Lease Program
$	465,000	5.000%, 05/15/21 (pre-refunded)	Aa1/AA+/NR	$	533,197
	510,000	5.000%, 05/15/23 (pre-refunded)	Aa1/AA+/NR		584,797
	1,000,000	5.000%, 05/15/24	Aa1/AA+/NR		1,249,320
	1,080,000	5.000%, 05/15/25 (pre-refunded)	Aa1/AA+/NR		1,149,185
	1,575,000	5.000%, 05/15/26	Aa1/AA+/NR		1,804,289
		Total State Agency			8,172,597
		Tax Revenue (6.9%)
		Bountiful City, Utah Sales Tax Refunding
		Bond
	191,000	3.500%, 06/01/13	NR/AA/NR		192,923
	832,000	4.000%, 06/01/17	NR/AA/NR		910,707
		Brigham, Utah Special Assessment
		Voluntary Assessment Area
	1,140,000	5.250%, 08/01/23	A1/NR/NR		1,266,836
	895,000	5.500%, 08/01/29	A1/NR/NR		991,535
		Clark County, Nevada Improvement
		District
	250,000	5.000%, 08/01/16	NR/NR/NR*		238,347
		Coral Canyon, Utah Special Service
		District
	25,000	5.000%, 07/15/13 Escrowed to
		Maturity	NR/NR/NR*		25,624
	250,000	5.500%, 07/15/18 (pre-refunded)	NR/NR/NR*		256,900
		Henderson, Nevada Local Improvement
		District
	290,000	5.000%, 09/01/14	NR/NR/NR*		297,787
	290,000	5.000%, 09/01/15	NR/NR/NR*		299,228
	225,000	5.000%, 03/01/16	NR/NR/NR*		224,140
		Holladay, Utah Redevelopment Agency
	2,387,500	4.900%, 12/30/20	NR/NR/NR*		2,225,508
		Jordanelle, Utah Special Service District
	186,000	5.000%, 11/15/14	NR/NR/NR*		186,339
	196,000	5.100%, 11/15/15	NR/NR/NR*		196,216
	206,000	5.200%, 11/15/16	NR/NR/NR*		206,150

15 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Tax Revenue (continued)
		Jordanelle, Utah Special Service District
		(continued)
$	216,000	5.300%, 11/15/17	NR/NR/NR*	$	216,119
	228,000	5.400%, 11/15/18	NR/NR/NR*		228,082
	240,000	5.500%, 11/15/19	NR/NR/NR*		240,000
	253,000	5.600%, 11/15/20	NR/NR/NR*		252,028
	268,000	5.700%, 11/15/21	NR/NR/NR*		265,047
	283,000	5.800%, 11/15/22	NR/NR/NR*		278,602
	299,000	6.000%, 11/15/23	NR/NR/NR*		295,224
		La Verkin, Utah Sales and Franchise
		Tax Revenue
	571,000	5.100%, 07/15/27†	NR/NR/NR*		565,792
		Lehi, Utah Sales Tax
	790,000	5.000%, 06/01/24 AGMC Insured	Aa3/AA-/NR		825,329
		Mesquite, Nevada New Special
		Improvement District
	200,000	4.900%, 08/01/13	NR/NR/NR*		198,576
	125,000	5.250%, 08/01/17	NR/NR/NR*		119,702
	270,000	5.350%, 08/01/19	NR/NR/NR*		248,964
	115,000	5.400%, 08/01/20	NR/NR/NR*		105,074
	430,000	5.500%, 08/01/25	NR/NR/NR*		374,341
		North Ogden, Utah Sales Tax Revenue
	195,000	5.000%, 11/01/24 Syncora Guarantee,
		Inc. Insured	NR/A+/AA		205,897
		Payson City, Utah Sales Tax Revenue
	445,000	5.000%, 08/01/21 AGMC Insured	Aa3/AA-/NR		492,780
		Riverton City, Utah Franchise & Sales
		Tax Revenue
	750,000	5.000%, 06/01/24 AMBAC Insured	NR/AA-/AA		822,203
		Salt Lake City, Utah Sales Tax
	1,060,000	5.000%, 02/01/23 (pre-refunded)	NR/AAA/NR		1,161,347
	1,115,000	5.000%, 02/01/24 (pre-refunded)	NR/AAA/NR		1,221,605
		South Weber City, Utah
	525,000	5.000%, 01/15/24 NPFG Insured	Baa2/A/AA-		543,060
		Springville, Utah Special Assessment
		Revenue
	397,000	5.500%, 01/15/17	NR/NR/NR*		397,012
	420,000	5.650%, 01/15/18	NR/NR/NR*		419,962

16 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Tax Revenue (continued)
		Springville, Utah Special Assessment
		Revenue (continued)
$	442,000	5.800%, 01/15/19	NR/NR/NR*	$	439,993
	380,000	5.900%, 01/15/20	NR/NR/NR*		375,911
		Utah Transit Authority Sales Tax Revenue
	6,560,000	5.000%, 06/15/36 AGMC Insured
		Series A	Aa2/AAA/AA		7,530,683
		Vernal City, Utah Sales Tax Revenue
	515,000	4.750%, 09/01/31 AGC Insured	NR/AA/NR		575,270
	300,000	4.875%, 09/01/34 AGC Insured	NR/AA/NR		332,373
		Wasatch County, Utah Building Authority
	130,000	5.000%, 10/01/15	A1/NR/NR		132,960
	135,000	5.000%, 10/01/16	A1/NR/NR		137,943
		Washington City, Utah Sales Tax
	680,000	5.250%, 11/15/17 AMBAC Insured
		(pre-refunded)	NR/A/NR		709,383
		Weber County, Utah Sales Tax
	385,000	5.000%, 07/01/23 AMBAC Insured
		(pre-refunded)	A1/NR/NR		394,001
		West Valley City, Utah Redevelopment
		Agency
	1,625,000	5.000%, 03/01/21	NR/A-/NR		1,708,736
	320,000	5.000%, 03/01/22	NR/A-/NR		335,869
	350,000	5.000%, 03/01/23	NR/A-/NR		366,380
	1,000,000	5.000%, 03/01/24	NR/A-/NR		1,046,370
		Total Tax Revenue			31,080,858
		Transportation (3.9%)
		Central Puget Sound, Washington
		Regional Transportation Authority
		Sales Tax
	2,000,000	5.000%, 11/01/25 Series A AMBAC
		Insured (pre-refunded)	Aa2/AAA/NR		2,214,160
		Indiana Finance Authority Highway
		Revenue
	1,950,000	4.500%, 12/01/25 NPFG/ FGIC
		Insured	Aa1/AA+/AA+		2,183,844

17 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Transportation (continued)
		North Texas Turnpike Authority Revenue
$	2,000,000	6.100%, 01/01/28	A2/A-/NR	$	2,360,520
		Utah Transit Authority Sales Tax Revenue
		Capital Appreciation Refunding
	2,000,000	zero coupon, 06/15/29 NPFG Insured
		Series A	A1/A-/A+		963,960
		Utah Transit Authority Sales Tax Revenue
		Refunding
	5,185,000	zero coupon, 06/15/23 Series A NPFG
		Insured	A1/A-/A+		3,444,499
	1,000,000	5.000%, 06/15/32	A1/A-/A+		1,160,780
		Utah Transit Authority Sales Tax Revenue
	2,000,000	5.000%, 06/15/27 Series A	Aa2/AAA/AA		2,317,140
		Utah Transit Authority Sales Tax &
		Transportation Revenue
	1,450,000	4.125%, 06/15/22 AGMC Insured	Aa2/AAA/AA		1,563,680
	195,000	5.250%, 06/15/32 AGMC Insured	Aa2/AAA/AA		264,229
		Washoe County, Nevada Highway
		Revenue
	1,000,000	5.500%, 02/01/28	A1/A+/NR		1,136,090
		Total Transportation			17,608,902
		Utility (11.2%)
		Clark County, Washington Public Utility
		District No. 001 Generating Refunding
	1,000,000	5.000%, 01/01/24	A2/A/A+		1,158,070
		Corpus Christi, Texas Utility System
		Revenue
	1,000,000	5.000%, 07/15/32	Aa3/A+/AA-		1,130,310
		Cowlitz County, Washington Public
		Utility District Electric Revenue
	650,000	4.500%, 09/01/26 NPFG Insured	A1/NR/A		680,992
		Douglas County, Washington Public
		Utility District No. 001 Electric
		Distribution System
	635,000	0.050%, 12/01/15	Aa3/AA/NR		620,617

18 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Utility (continued)
		Eagle Mountain, Utah Gas & Electric
$	1,385,000	4.250%, 06/01/20 Radian Insured	NR/NR/NR*	$	1,396,315
	1,440,000	5.000%, 06/01/21 Radian Insured	NR/NR/NR*		1,482,034
	1,515,000	5.000%, 06/01/22 Radian Insured	NR/NR/NR*		1,557,465
		Houston, Texas Utility System Revenue,
		Refunding
	1,165,000	5.125%, 05/15/28 Series A NPFG
		Insured	Aa2/AA/AA-		1,232,057
		Intermountain Power Agency, Utah
		Power Supply Revenue, Refunding
	250,000	5.250%, 07/01/23	A1/A+/AA-		255,572
	1,000,000	5.000%, 07/01/21 Series A AGMC
		Insured	Aa3/AA-/AA-		1,021,920
	1,000,000	4.250%, 07/01/19 Series B	A1/A+/AA-		1,060,660
		Jacksonville Electric Authority, Florida
		Bulk Power System Revenue,
		Scherer 4 Project
	1,500,000	6.000%, 10/01/37 Series A	Aa2/AA-/AA		1,598,475
		Jacksonville Electric Authority, Florida
		Electric System Revenue
	500,000	5.000%, 10/01/26	Aa3/A+/AA		511,645
	500,000	4.500%, 10/01/32 Series Three 2012A	Aa2/AA-/AA		556,700
	515,000	5.500%, 10/01/39	Aa3/A+/AA		535,492
		Lower Colorado River Authority, Texas
	1,470,000	5.250%, 05/15/29	A1/A/A+		1,713,961
	60,000	5.250%, 05/15/29 (pre-refunded)	NR/NR/NR*		75,389
	5,000	5.250%, 05/15/29 (pre-refunded)	NR/NR/NR*		6,300
		Lower Colorado River Authority, Texas
		Transmission Contract Revenue,
		Refunding
	1,065,000	5.000%, 05/15/33 AMBAC Insured	A2/A/A+		1,082,359
		Port St. Lucie, Florida Utility System
		Revenue
	1,200,000	5.250%, 09/01/26 NPFG Insured
		(pre-refunded)	A1/NR/AA-		1,297,560
		Santa Clara, Utah Electric Revenue
	1,005,000	4.250%, 08/01/26 AGC Insured	Aa3/NR/NR		988,679

19 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Utility (continued)
		Sarasota, Florida Utility System Revenue
		Refunding
$	1,455,000	5.000%, 10/01/27	NR/AA+/AA	$	1,795,557
		St. George, Utah Electric Revenue
	500,000	4.500%, 06/01/20 AGMC Insured	Aa3/NR/NR		533,135
	3,750,000	5.000%, 06/01/38 AGMC Insured	Aa3/NR/NR		4,055,587
		Tacoma, Washington Solid Waste
		Utility Revenue
	1,000,000	5.000%, 12/01/23 Syncora Guarantee,
		Inc. Insured	A2/AA/AA-		1,102,320
		Tallahassee, Florida Energy System
		Revenue Refunding
	1,500,000	5.000%, 10/01/28	Aa3/AA/AA-		1,692,765
		Texas Municipal Power Agency Revenue
		Unrefunded Balance
	1,665,000	zero coupon, 09/01/14 NPFG Insured	A2/A+/A+		1,642,023
		Utah Associated Municipal Power System
	1,000,000	5.000%, 04/01/21 AGMC Insured
		(pre-refunded)	Aa3/AA-/NR		1,011,560
		Utah Associated Municipal Power System
		Revenue, Horse Butte Wind Project
	2,120,000	0.050%, 09/01/13 Series A	NR/A-/A-		2,113,746
	1,000,000	5.000%, 09/01/30 Series A	NR/A-/A-		1,148,500
	1,005,000	5.000%, 09/01/32 Series A	NR/A-/A-		1,142,605
		Utah Associated Municipal Power
		System Revenue Refunding, Payson
		Power Project
	2,000,000	5.000%, 04/01/24	NR/A-/A		2,361,100
	1,000,000	5.000%, 04/01/25	NR/A-/A		1,166,130
	6,375,000	5.000%, 04/01/26	NR/A-/A		7,396,594
		Washington, Utah Electric Revenue
	985,000	5.000%, 09/01/21 Syncora Guarantee,
		Inc. Insured	Baa1/NR/NR		1,024,233
	1,000,000	5.000%, 09/01/24 Syncora Guarantee,
		Inc. Insured	Baa1/NR/NR		1,031,750
		Wyoming Municipal Power Agency
		Power Supply System Revenue
	720,000	5.500%, 01/01/28 Series A	A2/A-/NR		814,270
		Total Utility			49,994,447

20 | Tax-Free Fund For Utah

TAX-FREE FUND FOR UTAH

SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Water and Sewer (14.0%)
		Cape Coral, Florida Water & Sewer
		Revenue
$	1,000,000	5.000%, 10/01/36 AGMC Insured	Aa3/AA-/A	$	1,115,650
		Central Utah Water Conservancy District
	1,000,000	5.000%, 10/01/37 Series C	NR/AA+/AA+		1,170,580
		Central Utah Water Conservancy District
		Refunding, Jordanelle Hydrant
	1,125,000	4.500%, 10/01/27 Series A	NR/AA+/AA		1,298,745
		Central Weber, Utah Sewer Improvement
		District Revenue Refunding
	1,000,000	5.000%, 03/01/28 Series A AGMC
		Insured	NR/AA-/AA		1,150,170
	2,000,000	4.375%, 03/01/30 Series A AGMC
		Insured	NR/AA-/AA		2,189,400
	4,000,000	5.000%, 03/01/33 Series A AGMC
		Insured	NR/AA-/AA		4,511,760
		Davie, Florida Water & Sewer Revenue
	1,000,000	5.000%, 10/01/32 AGMC Insured	Aa3/AA-/NR		1,142,000
		Eagle Mountain, Utah Water and Sewer
	690,000	4.750%, 11/15/25 NPFG Insured	Baa2/A+/AA-		741,336
		Herriman City, Utah Water Revenue
		Refunding
	1,210,000	4.500%, 01/01/33 AMBAC Insured	NR/A/NR		1,280,519
		Jordan Valley, Utah Water Conservancy
		District Revenue
	1,000,000	5.000%, 10/01/31 Series B	NR/AA+/AA		1,184,300
	6,000,000	5.000%, 10/01/35 Series B	NR/AA+/AA		6,970,020
		King County, Washington Sewer Revenue
	660,000	5.000%, 01/01/33 AGMC Insured	Aa2/AA+/NR		752,882
		Laredo, Texas Waterworks Sewer System
		Revenue
	1,450,000	5.000%, 03/01/24 Series 2010	A1/AA-/AA-		1,744,103
		Miami-Dade County, Florida Water and
		Sewer Revenue System
	1,500,000	5.000%, 10/01/29 AGMC Insured	Aa2/AA-/AA-		1,740,645
		Mountain Regional Water Special Service
		District Utah Water Revenue Refunding
	3,000,000	5.000%, 12/15/33 AGMC Insured	NR/AA-/AA-		3,493,320

21 | Tax-Free Fund For Utah

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SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

			Rating
Principal			Moody’s, S&P
Amount		Revenue Bonds (continued)	and Fitch	Value
		Water and Sewer (continued)
		Murray City, Utah Sewer and Water
$	440,000	5.000%, 10/01/19 AMBAC Insured
		(pre-refunded)	Aa3/NR/NR	$	455,510
		Ogden City, Utah Sewer & Water
		Revenue Refunding
	750,000	4.625%, 06/15/38 AGMC Insured	Aa3/NR/NR		799,545
		Orem, Utah Water & Storm Sewer
		Revenue
	1,000,000	5.000%, 07/15/26	NR/AA/AA+		1,130,580
	1,250,000	5.250%, 07/15/28	NR/AA/AA+		1,434,862
		Pleasant Grove City, Utah Storm Water
		Revenue
	860,000	4.750%, 07/15/36 AGMC Insured	Aa3/AA-/AA-		960,147
		Pleasant Grove City, Utah Water Revenue
	450,000	4.300%, 12/01/20 NPFG Insured	Baa2/BBB+/NR		477,729
	760,000	4.625%, 12/01/23 AGMC Insured	NR/AA-/NR		845,971
	1,000,000	5.250%, 12/01/29 AGMC Insured	NR/AA-/NR		1,133,120
	1,370,000	5.000%, 12/01/31 Series B NPFG
		Insured	Baa2/BBB+/NR		1,456,776
		Rapid City, South Dakota Water Revenue
	500,000	5.000%, 11/01/29	Aa3/NR/NR		599,115
	1,655,000	5.250%, 11/01/39	Aa3/NR/NR		1,905,253
		Salt Lake & Sandy, Utah Metropolitan
		Water District, Water Revenue,
		Refunding
	1,190,000	5.000%, 07/01/31 Series A	NR/AA+/AA+		1,433,295
	650,000	5.000%, 07/01/31 Series A	NR/AA+/AA+		740,135
	1,000,000	5.000%, 07/01/37 Series A	NR/AA+/AA+		1,166,830
		San Antonio, Texas Water Revenue
		Refunding
	1,050,000	5.000%, 05/15/36 NPFG Insured	Aa1/AA/Aa+		1,149,414
		South Valley, Utah Water Reclamation
		Facility Sewer Revenue
	2,110,000	5.000%, 08/15/24 AMBAC Insured	NR/A/NR		2,225,058
	425,000	5.000%, 08/15/30 AMBAC Insured	NR/A/NR		444,567
		South Weber City, Utah Water Revenue
	730,000	5.000%, 06/01/35 AGMC Insured	NR/AA-/NR		808,928
	930,000	5.000%, 06/01/40 AGMC Insured	NR/AA-/NR		1,022,861

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SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

				Rating
Principal				Moody’s, S&P
Amount			Revenue Bonds (continued)	and Fitch	Value
			Water and Sewer (continued)
			Utah Water Conservancy District
$	1,400,000		5.250%, 01/15/27	NR/A/NR	$	1,562,764
			Utah Water Finance Agency Revenue
	970,000		4.000%, 10/01/20 AMBAC Insured	Aa3/NR/NR		1,079,164
			Utah Water Finance Agency Revenue
	510,000		5.000%, 07/01/18 AMBAC Insured
			(pre-refunded)	A1/NR/NR		521,924
	830,000		4.500%, 10/01/22 AMBAC Insured	Aa3/NR/NR		871,135
	870,000		4.500%, 10/01/23 AMBAC Insured	Aa3/NR/NR		910,586
	2,645,000		4.500%, 10/01/28 AMBAC Insured	Aa3/NR/NR		2,894,952
			Washington County, Utah Water
			Conservancy District Refunding
	1,770,000		4.500%, 10/01/24	NR/AA/AA		2,081,201
			White City, Utah Water Improvement
			District Revenue
	500,000		5.000%, 02/01/23 AGMC Insured	Aa3/NR/NR		549,150
	700,000		5.000%, 02/01/25 AGMC Insured	Aa3/NR/NR		764,827
	840,000		5.000%, 02/01/27 AGMC Insured	Aa3/NR/NR		915,079
			Total Water and Sewer			62,825,908
			Total Revenue Bonds			353,264,885
			Total Investments (cost $420,119,159
			- note 4)	98.6%		441,785,270
			Other assets less liabilities	1.4		6,307,391
			Net Assets	100.0%	$	448,092,661
		*	Any security not rated (“NR”) by any of the Nationally Recognized Statistical Rating Organizations (“NRSRO” or “Credit Rating Agency”) has been determined by the Investment Adviser to have sufficient quality to be ranked in the top four credit ratings if a credit rating were to be assigned by a NRSRO.
		†	Illiquid security: Illiquid securities represent 0.9% of net assets.

23 | Tax-Free Fund For Utah

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SCHEDULE OF INVESTMENTS (continued)

DECEMBER 31, 2012 (unaudited)

Notes: 144A – Private placement subject to SEC rule 144A, which modifies a two-year holding period requirement to permit qualified institutional buyers to trade these securities among themselves, thereby significantly improving the liquidity of these securities. Pre-refunded bonds are bonds for which U.S. Government Obligations usually have been placed in escrow to retire the bonds at their earliest call date.
	Percent of
Portfolio Distribution by Quality Rating	Investments1
Aaa of Moody’s or AAA of S&P and Fitch		11.9	%
Aa of Moody’s or AA of S&P and Fitch		49.9
A of Moody’s or S&P and Fitch		20.2
Baa of Moody’s or BBB of S&P		3.6
BB+ of S&P		0.2
Not rated*		14.2
		100.0	%
1 Calculated using the highest rating of the three NRSROs.

PORTFOLIO ABBREVIATIONS:

AGC - Assured Guaranty Corp.

AGMC - Assured Guaranty Municipal Corp.

AMBAC - American Municipal Bond Assurance Corp.

AMT - Alternative Minimum Tax

COP - Certificates of Participation

FGIC - Financial Guaranty Insurance Co.

FNMA - Federal National Mortgage Association

IBC - Insured Bond Certificates

NPFG - National Public Finance Guarantee

NR - Not Rated

PSF - Permanent School Fund

See accompanying notes to financial statements.

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STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2012 (unaudited)

ASSETS
Investments at value (cost $420,119,159)	$	441,785,270
Cash		2,525,098
Interest receivable		5,540,598
Receivable for Fund shares sold		333,852
Other assets		22,987
Total assets		450,207,805
LIABILITIES
Dividends payable		1,316,838
Deferred income		299,804
Payable for Fund shares redeemed		256,732
Management fees payable		168,418
Distribution and service fees payable		21,450
Accrued expenses		51,902
Total liabilities		2,115,144
NET ASSETS	$	448,092,661
Net Assets consist of:
Capital Stock - Authorized an unlimited number of shares,
par value $0.01 per share	$	428,933
Additional paid-in capital		425,363,186
Net unrealized appreciation on investments (note 4)		21,666,111
Accumulated net realized gain on investments		467,799
Undistributed net investment income		166,632
	$	448,092,661
CLASS A
Net Assets	$	255,642,152
Capital shares outstanding		24,483,568
Net asset value and redemption price per share	$	10.44
Maximum offering price per share (100/96 of $10.44
adjusted to nearest cent)	$	10.88
CLASS C
Net Assets	$	105,962,215
Capital shares outstanding		10,152,458
Net asset value and offering price per share	$	10.44
Redemption price per share (*a charge of 1% is imposed on
the redemption proceeds of the shares, or on the original
price, whichever is lower, if redeemed during the first
12 months after purchase)	$	10.44	*
CLASS Y
Net Assets	$	86,488,294
Capital shares outstanding		8,257,238
Net asset value, offering and redemption price per share	$	10.47

See accompanying notes to financial statements.

25 | Tax-Free Fund For Utah

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STATEMENT OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 2012 (unaudited)

Investment Income:
Interest income				$	9,338,742
Other income					11,938
					9,350,680
Expenses:
Management fee (note 3)	$	1,121,944
Distribution and service fees (note 3)		776,840
Legal fees		101,082
Transfer and shareholder servicing agent fees		92,966
Trustees’ fees and expenses (note 7)		81,307
Shareholders’ reports and proxy statements .		25,833
Custodian fees (note 6)		11,560
Auditing and tax fees		10,737
Fund accounting fees		9,873
Insurance		9,751
Registration fees and dues		9,097
Chief compliance officer services (note 3)		4,484
Miscellaneous		21,245
Total expenses		2,276,719
Management fee waived (note 3)		(84,670	)
Expenses paid indirectly (note 6)		(1,568	)
Net expenses					2,190,481
Net investment income					7,160,199
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain from securities transactions		539,254
Change in unrealized appreciation on
investments		6,608,742
Net realized and unrealized gain (loss) on
investments					7,147,996
Net change in net assets resulting from operations				$	14,308,195

See accompanying notes to financial statements.

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STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended
	December 31, 2012			Year Ended
	(unaudited)			June 30, 2012
OPERATIONS:
Net investment income	$	7,160,199		$	14,118,461
Net realized gain (loss) from securities
transactions		539,254			1,784,883
Change in unrealized appreciation
(depreciation) on investments		6,608,742			18,089,142
Change in net assets from operations		14,308,195			33,992,486
DISTRIBUTIONS TO SHAREHOLDERS (note 10):
Class A Shares:
Net investment income		(4,417,803	)		(8,808,164	)
Class C Shares:
Net investment income		(1,289,451	)		(2,616,170	)
Class Y Shares:
Net investment income		(1,429,871	)		(2,648,622	)
Change in net assets from distributions .		(7,137,125	)		(14,072,956	)
CAPITAL SHARE TRANSACTIONS (note 8):
Proceeds from shares sold		52,212,545			138,764,606
Reinvested dividends and distributions		4,052,847			8,525,121
Cost of shares redeemed		(42,866,108	)		(90,854,748	)
Change in net assets from capital
share transactions		13,399,284			56,434,979
Change in net assets		20,570,354			76,354,509
NET ASSETS:
Beginning of period		427,522,307			351,167,798
End of period*	$	448,092,661		$	427,522,307
* Includes undistributed net investment
income, respectively, of:	$	166,632		$	143,558

See accompanying notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 (unaudited)

1. Organization

     Tax-Free Fund For Utah (the “Fund”), a non-diversified, open-end investment company, was organized on December 12, 1990 as a Massachusetts business trust and commenced operations on July 24, 1992. The Fund is authorized to issue an unlimited number of shares and, since its inception to May 21, 1996, offered only one class of shares. On that date, the Fund began offering two additional classes of shares, Class C and Class Y Shares. All shares outstanding prior to that date were designated as Class A Shares and are sold at net asset value plus a sales charge of varying size (depending upon a variety of factors) paid at the time of purchase and bear a distribution fee. Class C Shares are sold at net asset value with no sales charge payable at the time of purchase but with a level charge for service and distribution fees for six years thereafter. Class C Shares automatically convert to Class A Shares after six years. Class Y Shares are sold only through authorized financial institutions acting for investors in a fiduciary, advisory, agency, custodial or similar capacity, and are not offered directly to retail customers. Class Y Shares are sold at net asset value with no sales charge, no redemption fee, no contingent deferred sales charge (“CDSC”) and no distribution fee. On October 31, 1997, the Fund established Class I Shares which are offered and sold only through financial intermediaries and are not offered directly to retail customers. Class I Shares are sold at net asset value with no sales charge and no redemption fee or CDSC, although a financial intermediary may charge a fee for effecting a purchase or other transaction on behalf of its customers. Class I Shares carry a distribution and a service fee. As of the report date, there were no Class I Shares outstanding. All classes of shares represent interests in the same portfolio of investments and are identical as to rights and privileges but differ with respect to the effect of sales charges, the distribution and/or service fees borne by each class, expenses specific to each class, voting rights on matters affecting a single class and the exchange privileges of each class. On December 1, 2012, the Board of Trustees approved a change in the Fund’s fiscal year end from June to March.

2. Significant Accounting Policies

     The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America for investment companies.

a) Portfolio valuation: Municipal securities which have remaining maturities of more than 60 days are valued each business day based upon information provided by a nationally prominent independent pricing service and periodically verified through other pricing services. In the case of securities for which market quotations are readily available, securities are valued by the pricing service at the mean of bid and asked quotations. If a market quotation or a valuation from the pricing service is not readily available, the security is valued at fair value determined in good faith under procedures established by and under the general supervision of the Board of Trustees. Securities which mature in 60 days or less are generally valued at amortized cost if their term to maturity at purchase is 60 days or less, or by amortizing their unrealized appreciation or depreciation on the 61st day prior to maturity, if their term to maturity at purchase exceeds 60 days.

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NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2012 (unaudited)

b) Fair value measurements: The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s investments and are summarized in the following fair value hierarchy:

Level 1 – Unadjusted quoted prices in active markets for identical assets or 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 the 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, based on the best information available.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities

The following is a summary of the valuation inputs, representing 100% of the Fund’s investments, used to value the Fund’s net assets as of December 31, 2012:

Valuation Inputs	Investments in Securities
Level 1 – Quoted Prices	$	—
Level 2 – Other Significant Observable
Inputs — Municipal Bonds*		441,785,270
Level 3 – Significant Unobservable Inputs		—
Total	$	441,785,270

*See schedule of investments for a detailed listing of securities.

c) Subsequent events: In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date these financial statements were issued.

d) Securities transactions and related investment income: Securities transactions are recorded on the trade date. Realized gains and losses from securities transactions are reported on the identified cost basis. Interest income is recorded daily on the accrual basis and is adjusted for amortization of premium and accretion of original issue and market discount. In connection with certain bonds, fee income is recognized by the Fund on a daily basis over the life of the bonds.

e) Federal income taxes: It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code applicable to certain investment companies. The Fund intends to make distributions of income and securities profits sufficient to relieve it from all, or substantially all, Federal income and excise taxes.

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NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2012 (unaudited)

Management has reviewed the tax positions for each of the open tax years (2010-2012) or expected to be taken in the Fund’s 2013 tax returns and has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements.

f) Multiple class allocations: All income, expenses (other than class-specific expenses), and realized and unrealized gains or losses are allocated daily to each class of shares based on the relative net assets of each class. Class-specific expenses, which include distribution and service fees and any other items that are specifically attributed to a particular class, are also charged directly to such class on a daily basis.

g) Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

h) Accounting pronouncement: In December 2011, FASB (the “Financial Accounting Standards Board”) issued ASU (“Accounting Standards Update”) No. 2011-11 related to disclosures about offsetting assets and liabilities. The amendment in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact this amendment may have on the Fund’s financial statements.

3. Fees and Related Party Transactions

a) Management Arrangements:

     Aquila Investment Management LLC (the “Manager”), a wholly-owned subsidiary of Aquila Management Corporation, the Fund’s founder and sponsor, serves as the Manager for the Fund under an Advisory and Administration Agreement with the Fund. Under the Advisory and Administration Agreement, the Manager provides all investment management and administrative services to the Fund. The Manager’s services include providing the office of the Fund and all related services as well as managing relationships with all the various support organizations to the Fund such as the shareholder servicing agent, custodian, legal counsel, fund accounting agent, auditors and distributor. For its services, the Manager is entitled to receive a fee which is payable monthly and computed as of the close of business each day at the annual rate of 0.50 of 1% on the Fund’s net assets.

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NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2012 (unaudited)

     For the six months ended December 31, 2012, the Fund incurred management fees of $1,121,944 of which $84,670 was waived. The Manager has contractually undertaken to waive fees and/or reimburse Fund expenses so that total Fund expenses will not exceed 0.83% for Class A Shares, 1.63% for Class C Shares, 0.97% for Class I Shares (none of which are currently outstanding) and 0.63% for Class Y Shares. These expense limitations are in effect until October 31, 2013. Prior to October 31, 2013, the Manager may not terminate the arrangement without the approval of the Board of Trustees.

     Under a Compliance Agreement with the Manager, the Manager is compensated by the Fund for Chief Compliance Officer related services provided to enable the Fund to comply with Rule 38a-1 of the Investment Company Act of 1940.

     Specific details as to the nature and extent of the services provided by the Manager are more fully defined in the Fund’s Prospectus and Statement of Additional Information.

b) Distribution and Service Fees:

     The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940. Under one part of the Plan, with respect to Class A Shares, the Fund is authorized to make distribution fee payments to broker-dealers or others (“Qualified Recipients”) selected by Aquila Distributors, Inc. (the “Distributor”) including, but not limited to, any principal underwriter of the Fund, with which the Distributor has entered into written agreements contemplated by the Rule and which have rendered assistance in the distribution and/or retention of the Fund’s shares or servicing of shareholder accounts. The Fund makes payment of this distribution fee at the annual rate of 0.20% of the Fund’s average net assets represented by Class A Shares. For the six months ended December 31, 2012, distribution fees on Class A Shares amounted to $265,313, of which the Distributor retained $7,554.

     Under another part of the Plan, the Fund is authorized to make payments with respect to Class C Shares to Qualified Recipients which have rendered assistance in the distribution and/or retention of the Fund’s Class C shares or servicing of shareholder accounts. These payments are made at the annual rate of 0.75% of the Fund’s average net assets represented by Class C Shares and for the six months ended December 31, 2012, amounted to $383,645. In addition, under a Shareholder Services Plan, the Fund is authorized to make service fee payments with respect to Class C Shares to Qualified Recipients for providing personal services and/or maintenance of shareholder accounts. These payments are made at the annual rate of 0.25% of the Fund’s average net assets represented by Class C Shares and for the six months ended December 31, 2012 amounted to $127,882. The total of these payments with respect to Class C Shares amounted to $511,527, of which the Distributor retained $103,955.

     Specific details about the Plans are more fully defined in the Fund’s Prospectus and Statement of Additional Information.

     Under a Distribution Agreement, the Distributor serves as the exclusive distributor of the Fund’s shares.Through agreements between the Distributor and various brokerage and advisory firms (“intermediaries”), the Fund’s shares are sold primarily through the facilities of these intermediaries having offices within Utah, with the bulk of any sales commissions inuring to such intermediaries. For the six months ended December 31, 2012, total commissions on sales of Class A Shares amounted to $540,406, of which the Distributor received $49,032.

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NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2012 (unaudited)

4. Purchases and Sales of Securities

     During the six months ended December 31, 2012, purchases of securities and proceeds from the sales of securities aggregated $60,420,086 and $46,382,276, respectively.

     At December 31, 2012, the aggregate tax cost for all securities was $419,951,344. At December 31, 2012, the aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost amounted to $22,609,695 and aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value amounted to $775,769, for a net unrealized appreciation of $21,833,926.

5. Portfolio Orientation

     At least 50% of the Fund’s assets will always consist of obligations of Utah-based issuers. At December 31, 2012, the Fund had 64% of its net assets invested in municipal obligations of issuers within Utah. The Fund is also permitted to invest in tax-free municipal obligations of non-Utah-based issuers that are exempt from regular Federal income taxes and, pursuant to an administrative determination of the Utah State Tax Commission issued under statutory authority, the interest on which is currently exempt from Utah individual income taxes. Since the Fund invests principally and may invest entirely in double tax-free municipal obligations of issuers within Utah, it is subject to possible risks associated with economic, political, or legal developments or industrial or regional matters specifically affecting Utah and whatever effects these may have upon Utah issuers’ ability to meet their obligations.

6. Expenses

     The Fund has negotiated an expense offset arrangement with its custodian wherein it receives credit toward the reduction of custodian fees and other Fund expenses whenever there are uninvested cash balances. The Statement of Operations reflects the total expenses before any offset, the amount of offset and the net expenses.

7. Trustees’ Fees and Expenses

     At December 31, 2012 there were 9 Trustees, one of whom is affiliated with the Manager and is not paid any fees. The total amount of Trustees’ service fees (for carrying out their responsibilities) and attendance fees paid during the six months ended December 31, 2012 was $64,904. Attendance fees are paid to those in attendance at regularly scheduled quarterly Board Meetings and meetings of the Independent Trustees held prior to each quarterly Board Meeting, as well as additional meetings (such as Audit, Nominating, Shareholder and special meetings). Trustees are reimbursed for their expenses such as travel, accommodations and meals incurred in connection with attendance at Board Meetings and the Annual Meeting of Shareholders. For the six months ended December 31, 2012, such meeting-related expenses amounted to $16,403.

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TAX-FREE FUND FOR UTAH

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2012 (unaudited)

8. Capital Share Transactions

     Transactions in Capital Shares of the Fund were as follows:

	Six Months Ended December 31, 2012						Year Ended
	(unaudited)						June 30, 2012
	Shares			Amount			Shares			Amount
Class A Shares:
Proceeds from shares sold		2,082,573		$	21,698,512			7,110,240		$	71,675,930
Reinvested distributions		242,710			2,532,483			515,800			5,202,390
Cost of shares redeemed		(2,704,893	)		(28,240,551	)		(4,573,928	)		(46,002,731	)
Net change		(379,610	)		(4,009,556	)		3,052,112			30,875,589
Class C Shares:
Proceeds from shares sold		1,485,387			15,497,719			3,676,797			36,925,228
Reinvested distributions		75,652			789,017			178,950			1,803,826
Cost of shares redeemed		(791,459	)		(8,250,180	)		(2,945,514	)		(29,480,749	)
Net change		769,580			8,036,556			910,233			9,248,305
Class Y Shares:
Proceeds from shares sold		1,433,154			15,016,314			2,978,473			30,163,448
Reinvested distributions		69,794			731,347			150,033			1,518,905
Cost of shares redeemed		(609,394	)		(6,375,377	)		(1,510,885	)		(15,371,268	)
Net change		893,554			9,372,284			1,617,621			16,311,085
Total transactions in Fund
shares		1,283,524		$	13,399,284			5,579,966		$	56,434,979

9. Securities Traded on a When-Issued Basis

     The Fund may purchase or sell securities on a when-issued basis. When-issued transactions arise when securities are purchased or sold by the Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction. Beginning on the date the Fund enters into a when-issued transaction, cash or other liquid securities are segregated in an amount equal to or greater than the value of the when-issued transaction. These transactions are subject to market fluctuations and their current value is determined in the same manner as for other securities.

10. Income Tax Information and Distributions

     The Fund declares dividends daily from net investment income and makes payments monthly. Net realized capital gains, if any, are distributed annually and are taxable. These distributions are paid in additional shares at the net asset value per share, in cash, or in a combination of both, at the shareholder’s option.

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TAX-FREE FUND FOR UTAH

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2012 (unaudited)

The Fund intends to maintain, to the maximum extent possible, the tax-exempt status of interest payments received from portfolio municipal securities in order to allow dividends paid to shareholders from net investment income to be exempt from regular Federal and State of Utah income taxes. Due to differences between financial statement reporting and Federal income tax reporting requirements, distributions made by the Fund may not be the same as the Fund’s net investment income, and/or net realized securities gains. In this regard, the Fund decreased undistributed net investment income in the amount of $1,756 and increased additional paid-in capital in the amount of $1,756 at June 30, 2012. These adjustments had no impact on the Fund’s aggregate net assets at June 30, 2012. Further, a small portion of the dividends may, under some circumstances, be subject to taxes at ordinary income rates. For certain shareholders some dividend income may, under some circumstances, be subject to the alternative minimum tax. As a result of the passage of the Regulated Investment Company Act of 2010 (“the Act”), losses incurred in this fiscal year and beyond retain their character as short-term or long-term, have no expiration date and are utilized before capital losses incurred prior to the enactment of the Act.

At June 30, 2012, the Fund had a capital loss carryover of $71,455 which expires in 2018. Carryovers are available to offset future net realized gains on securities transactions to the extent provided for in the Internal Revenue Code.

The tax character of distributions:

	Year Ended June 30,
	2012		2011
Net tax-exempt income	$	14,072,731	$	15,590,252
Ordinary income		225		481,747
	$	14,072,956	$	16,071,999

As of June 30, 2012, the components of distributable earnings on a tax basis were as follows:

Undistributed tax-exempt income	$	257,297
Accumulated net realized loss		(71,455	)
Unrealized depreciation		15,200,927
Other temporary differences		(257,297	)
	$	15,129,472

The difference between book basis and tax basis undistributed income is due to the timing difference in recognizing dividends paid.

11. Ongoing Development

Beginning in December 2007, the three major credit rating agencies (Standard & Poor’s, Moody’s and Fitch) downgraded or eliminated ratings of the municipal bond insurance companies due to loss of capital from investments in subprime mortgages. Only a few insurers are now deemed to be investment grade. Thus, while certain bonds have insurance, some are no longer rated based upon the ratings of their insurers. Furthermore, because the ability of many of the Fund’s insurers to pay claims has been downgraded, the protection of such insurance has been diminished, and there is no assurance that some of them may be relied upon for payment.

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FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period

				Class A
	Six Months
	Ended
	12/31/12			Year Ended June 30,
	(unaudited)			2012			2011			2010			2009			2008
Net asset value, beginning of period	$	10.27		$	9.74		$	9.80		$	9.35		$	9.73		$	9.91
Income (loss) from investment operations:
Net investment income(1)		0.18			0.38			0.42			0.43			0.44			0.41
Net gain (loss) on securities (both
realized and unrealized)		0.17			0.53			(0.05	)		0.47			(0.37	)		(0.17	)
Total from investment operations		0.35			0.91			0.37			0.90			0.07			0.24
Less distributions (note 10):
Dividends from net investment income		(0.18	)		(0.38	)		(0.43	)		(0.45	)		(0.45	)		(0.42	)
Distributions from capital gains		–			–			–			–			–			–
Total distributions		(0.18	)		(0.38	)		(0.43	)		(0.45	)		(0.45	)		(0.42	)
Net asset value, end of period	$	10.44		$	10.27		$	9.74		$	9.80		$	9.35		$	9.73
Total return (not reflecting sales charge)		3.37	%(2)		9.49	%		3.87	%		9.74	%		0.91	%		2.45	%
Ratios/supplemental data
Net assets, end of period (in millions)	$	256		$	255		$	212		$	232		$	166		$	158
Ratio of expenses to average net assets		0.83	%(3)		0.83	%		0.83	%		0.80	%		0.75	%		0.63	%
Ratio of net investment income to
average net assets		3.33	%(3)		3.79	%		4.31	%		4.43	%		4.80	%		4.09	%
Portfolio turnover rate		11	%(2)		17	%		25	%		9	%		25	%		19	%
The expense and net investment income ratios without the effect of the contractual expense cap were (note 3):
Ratio of expenses to average net assets		0.87	%(3)		0.88	%		0.87	%		0.87	%		0.87	%		0.90	%
Ratio of net investment income to
average net assets		3.29	%(3)		3.74	%		4.28	%		4.37	%		4.68	%		3.82	%
The expense ratios after giving effect to the contractual expense cap and expense offset for uninvested cash balances were (note 3):
Ratio of expenses to average net assets		0.83	%(3)		0.83	%		0.83	%		0.80	%		0.74	%		0.61	%

__________________

(1) Per share amounts have been calculated using the daily average shares method.

(2) Not annualized.

(3) Annualized.

See accompanying notes to financial statements

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TAX-FREE FUND FOR UTAH

FINANCIAL HIGHLIGHTS (continued)

For a share outstanding throughout each period

				Class C
	Six Months
	Ended
	12/31/12			Year Ended June 30,
	(unaudited)			2012			2011			2010			2009			2008
Net asset value, beginning of period	$	10.27		$	9.74		$	9.79		$	9.34		$	9.72		$	9.91
Income (loss) from investment operations:
Net investment income(1)		0.13			0.30			0.34			0.35			0.37			0.33
Net gain (loss) on securities (both
realized and unrealized)		0.17			0.53			(0.04	)		0.47			(0.37	)		(0.18	)
Total from investment operations		0.30			0.83			0.30			0.82			–			0.15
Less distributions (note 10):
Dividends from net investment income		(0.13	)		(0.30	)		(0.35	)		(0.37	)		(0.38	)		(0.34	)
Distributions from capital gains		–			–			–			–			–			–
Total distributions		(0.13	)		(0.30	)		(0.35	)		(0.37	)		(0.38	)		(0.34	)
Net asset value, end of period	$	10.44		$	10.27		$	9.74		$	9.79		$	9.34		$	9.72
Total return (not reflecting CDSC)		2.95	%(2)		8.62	%		3.15	%		8.87	%		0.10	%		1.53	%
Ratios/supplemental data
Net assets, end of period (in millions)	$	106		$	96		$	83		$	89		$	50		$	32
Ratio of expenses to average net assets		1.63	%(3)		1.63	%		1.63	%		1.60	%		1.55	%		1.43	%
Ratio of net investment income to
average net assets		2.52	%(3)		2.98	%		3.51	%		3.60	%		3.99	%		3.29	%
Portfolio turnover rate		11	%(2)		17	%		25	%		9	%		25	%		19	%
The expense and net investment income ratios without the effect of the contractual expense cap were (note 3):
Ratio of expenses to average net assets		1.66	%(3)		1.68	%		1.67	%		1.66	%		1.67	%		1.70	%
Ratio of net investment income to
average net assets		2.49	%(3)		2.93	%		3.48	%		3.54	%		3.88	%		3.02	%
The expense ratios after giving effect to the contractual expense cap and expense offset for uninvested cash balances were (note 3):
Ratio of expenses to average net assets		1.62	%(3)		1.63	%		1.63	%		1.60	%		1.54	%		1.42	%

__________________

(1) Per share amounts have been calculated using the daily average shares method.

(2) Not annualized.

(3) Annualized.

See accompanying notes to financial statements.

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TAX-FREE FUND FOR UTAH

FINANCIAL HIGHLIGHTS (continued)

For a share outstanding throughout each period

				Class Y
	Six Months
	Ended
	12/31/12			Year Ended June 30,
	(unaudited)			2012			2011			2010			2009			2008
Net asset value, beginning of period	$	10.30		$	9.77		$	9.83		$	9.38		$	9.76		$	9.94
Income (loss) from investment operations:
Net investment income(1)		0.19			0.40			0.44			0.45			0.46			0.43
Net gain (loss) on securities (both
realized and unrealized)		0.17			0.53			(0.05	)		0.47			(0.37	)		(0.17	)
Total from investment operations		0.36			0.93			0.39			0.92			0.09			0.26
Less distributions (note 10):
Dividends from net investment income		(0.19	)		(0.40	)		(0.45	)		(0.47	)		(0.47	)		(0.44	)
Distributions from capital gains		–			–			–			–			–			–
Total distributions		(0.19	)		(0.40	)		(0.45	)		(0.47	)		(0.47	)		(0.44	)
Net asset value, end of period	$	10.47		$	10.30		$	9.77		$	9.83		$	9.38		$	9.76
Total return (not reflecting CDSC)		3.46	%(2)		9.69	%		4.08	%		9.94	%		1.13	%		2.67	%
Ratios/supplemental data
Net assets, end of period (in millions)	$	86		$	76		$	56		$	59		$	44		$	49
Ratio of expenses to average net assets		0.63	%(3)		0.63	%		0.63	%		0.60	%		0.55	%		0.43	%
Ratio of net investment income to
average net assets		3.52	%(3)		3.98	%		4.51	%		4.64	%		5.00	%		4.29	%
Portfolio turnover rate		11	%(2)		17	%		25	%		9	%		25	%		19	%
The expense and net investment income ratios without the effect of the contractual expense cap were (note 3):
Ratio of expenses to average net assets		0.67	%(3)		0.68	%		0.67	%		0.67	%		0.67	%		0.70	%
Ratio of net investment income to
average net assets		3.49	%(3)		3.93	%		4.47	%		4.57	%		4.88	%		4.02	%
The expense ratios after giving effect to the contractual expense cap and expense offset for uninvested cash balances were (note 3):
Ratio of expenses to average net assets		0.63	%(3)		0.63	%		0.63	%		0.60	%		0.54	%		0.42	%

__________________

(1) Per share amounts have been calculated using the daily average shares method.

(2) Not annualized.

(3) Annualized.

See accompanying notes to financial statements.

37 | Tax-Free Fund For Utah

Analysis of Expenses (unaudited)

     As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end sales charges with respect to Class A shares or contingent deferred sales charges (“CDSC”) with respect to Class C shares; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. The table below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

     The table below is based on an investment of $1,000 invested on July 1, 2012 and held for the six months ended December 31, 2012.

Actual Expenses

     This table provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading “Expenses Paid During the Period”.

Six months ended December 31, 2012

	Actual
	Total Return	Beginning	Ending	Expenses
	Without	Account	Account	Paid During
	Sales Charges(1)	Value	Value	the Period(2)
Class A	3.37%	$1,000.00	$1,033.70	$4.25
Class C	2.95%	$1,000.00	$1,029.50	$8.29
Class Y	3.46%	$1,000.00	$1,034.60	$3.23

(1) Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class A shares or the applicable CDSC with respect to Class C shares. Total return is not annualized, as it may not be representative of the total return for the year.

(2) Expenses are equal to the annualized expense ratio of 0.83%, 1.62% and 0.63% for the Fund’s Class A, C and Y shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

38 | Tax-Free Fund For Utah

Analysis of Expenses (unaudited) (continued)

Hypothetical Example for Comparison Purposes

     The table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other mutual funds. To do so, compare this 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of other mutual funds.

     Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs with respect to Class A shares. The example does not reflect the deduction of CDSC with respect to Class C shares. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if these transaction costs were included, your costs would have been higher.

Six months ended December 31, 2012

	Hypothetical
	Annualized	Beginning	Ending	Expenses
	Total	Account	Account	Paid During
	Return	Value	Value	the Period(1)
Class A	5.00%	$1,000.00	$1,021.02	$4.23
Class C	5.00%	$1,000.00	$1,017.04	$8.24
Class Y	5.00%	$1,000.00	$1,022.03	$3.21

(1) Expenses are equal to the annualized expense ratio of 0.83%, 1.62% and 0.63% for the Fund’s Class A, C and Y shares, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

39 | Tax-Free Fund For Utah

Shareholder Meeting Results (unaudited)

     The Annual Meeting of Shareholders of Tax-Free Fund For Utah (the “Fund”) was held on October 2, 2012. The holders of shares representing 92% of the total net asset value of the shares entitled to vote were present in person or by proxy. At the meeting, the following matters were voted upon and approved by the shareholders (the resulting votes for each matter are presented below).

1. To elect Trustees.

	Dollar Amount of Votes:
Trustee	For	Withheld
Tucker Hart Adams	$398,645,419	$2,301,762
Ernest Calderón	$399,985,137	$ 962,044
Thomas A. Christopher	$399,916,409	$1,030,772
Gary C. Cornia	$400,305,916	$ 641,265
Grady Gammage, Jr.	$399,912,780	$1,034,401
Diana P. Herrmann	$398,910,315	$2,036,866
Lyle W. Hillyard	$399,549,905	$1,397,275
John C. Lucking	$399,870,282	$1,076,899
Anne J. Mills	$397,998,679	$2,948,502

2. To ratify the selection of Tait, Weller & Baker LLP as the Fund’s independent registered public accounting firm.

	Dollar Amount of Votes:
For	Against	Abstain
$398,571,344	$897,669	$1,478,168

40 | Tax-Free Fund For Utah

Information Available (unaudited)

     Much of the information that the funds in the Aquila Group of Funds produce is automatically sent to you and all other shareholders. Specifically, you are routinely sent your Fund’s entire list of portfolio securities twice a year in the semi-annual and annual reports you receive. Additionally, under Fund policies, the Manager publicly discloses the complete schedule of the Fund’s portfolio holdings, as of each calendar quarter, generally by the 15th day after the end of each calendar quarter. Such information remains accessible until the next schedule is made publicly available. You may obtain a copy of the Fund’s portfolio holdings schedule for the most recently completed period by visiting the Fund’s website at www.aquilafunds.com. The Fund may also disclose other portfolio holdings as of a specified date (currently the Fund discloses its five largest holdings and/or sector holdings by value as of the close of the last business day of each calendar month in a posting to its website on approximately the 5th business day following the month end). This information remains on the website until the next such posting. Whenever you wish to see a listing of your Fund’s portfolio other than in your shareholder reports, please check our website at www.aquilafunds.com or call us at 1-800-437-1020.

     The Fund additionally files a complete list of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available free of charge on the SEC website at www.sec.gov. You may also review or, for a fee, copy the forms at the SEC’s Public Reference Room in Washington, D.C. or by calling 1-800-SEC-0330.

Proxy Voting Record (unaudited)

     The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered at any shareholder meeting held during the 12 months ended June 30, 2012 with respect to which the Fund was entitled to vote. Applicable regulations require us to inform you that the foregoing proxy voting information is available on the SEC website at www.sec.gov.

Federal Tax Status of Distributions (unaudited)

     This information is presented in order to comply with a requirement of the Internal Revenue Code. No action on the part of shareholders is required.

     For the fiscal year ended June 30, 2012, $14,072,731 of dividends paid by Tax-Free Fund For Utah, constituting 99.998% of total dividends paid during fiscal 2012, were exempt-interest dividends, and the balance was ordinary dividend income.

     Prior to February 15, 2013, shareholders will be mailed the appropriate tax form(s) which will contain information on the status of distributions paid for the 2012 calendar year.

41 | Tax-Free Fund For Utah

Additional information (unaudited)

Renewal of the Advisory and Administration Agreement

     Aquila Investment Management LLC (the “Manager”) serves as the investment adviser to the Fund pursuant to an Advisory and Administration Agreement (the “Advisory Agreement”). In order for the Manager to remain the investment adviser of the Fund, the Trustees of the Fund must determine annually whether to renew the Advisory Agreement for the Fund.

     Contract review materials were provided to the Trustees in November 2012. The independent Trustees met telephonically in November, 2012 and in person in December, 2012 to review and discuss the contract review materials. In addition, the Trustees took into account the information related to the Fund provided to the Trustees at each regularly scheduled meeting.

     At a meeting held in December, 2012, based on their evaluation of the information provided by the Manager, the Trustees of the Fund, including the independent Trustees voting separately, unanimously approved the renewal of the Advisory Agreement until December 31, 2013. In considering the renewal of the Advisory Agreement, the Trustees considered various factors that they determined were relevant, including the factors described below. The Trustees did not identify any single factor as the controlling factor in determining to approve the renewal of the Advisory Agreement.

The nature, extent, and quality of the services provided by the Manager.

     The Trustees considered the nature, extent and quality of the services that had been provided by the Manager to the Fund, taking into account the investment objectives and strategies of the Fund. The Trustees reviewed the terms of the Advisory Agreement. The Trustees also reviewed the Manager’s investment approach for the Fund and its research process. The Trustees considered the personnel of the Manager who provide investment management services to the Fund. The Manager has employed Mr. Todd W. Curtis and Mr. James Thompson as co-portfolio managers for the Fund and has established facilities for credit analysis of the Fund’s portfolio securities. Mr. Thompson, based in Salt Lake City, Utah, has provided local information regarding specific holdings in the Fund’s portfolio, a particular advantage as to holdings with less than the highest ratings from the rating agencies.

     The Trustees considered that the Manager had provided all advisory and administrative services to the Fund that the Trustees deemed necessary or appropriate, including the specific services that the Trustees have determined are required for the Fund, given that it seeks to provide shareholders with as high a level of current income exempt from Utah state and regular Federal income taxes as is consistent with preservation of capital.

     The Manager has additionally provided all administrative services to the Fund and provided the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund’s business management and operations. The Trustees considered the nature and extent of the Manager’s supervision of third-party service providers, including the Fund’s shareholder servicing agent and custodian.

     Based on these considerations, the Trustees concluded that the nature, extent and quality of services that had been provided by the Manager to the Fund were satisfactory and consistent with the terms of the Advisory Agreement.

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The investment performance of the Fund and the Manager.

     The Trustees reviewed each aspect of the Fund’s performance and compared its performance with that of its competitors (as identified by the Manager), its peer group (i.e., Morningstar single-state intermediate tax-free municipal bond funds nationwide), and its benchmark index, the Barclays Capital Quality Intermediate Municipal Bond Index. It was noted that the Fund’s performance generally exceeded the performance of its Morningstar peer group and its benchmark index. It also was noted that the Fund outperformed its competitors in certain periods and underperformed its competitors in certain other periods. The Trustees considered that the Fund’s returns were generally less volatile than some of its competitors. The Trustees discussed the Fund’s performance record with the Manager and considered the Manager’s view that the Fund’s performance, as compared to its competitors, was explained in part by the Fund’s generally higher-quality portfolio, its historical intermediate maturity structure and shorter call provisions, which limits price appreciation. The Trustees noted that, unlike the Fund’s returns, the performance of the benchmark index did not reflect any fees, expenses or sales charges. The Trustees also noted that the Fund was the only Utah state-specific tax-free municipal bond fund in the State. In addition, the group of competitive funds included funds whose investment objectives and risk profiles differed from that of the Fund. The Trustees considered the Fund’s performance results to be consistent with the investment objectives of the Fund.

     The Trustees concluded that the performance of the Fund was acceptable in light of market conditions, the length of its average maturities, its portfolio quality, its investment objectives, and the long-standing effort of the Manager to minimize risk, observing that the Fund’s Sharpe and Treynor ratios, which measure risk-adjusted return, were generally more favorable than those of the Fund’s competitors. Evaluation of this factor indicated to the Trustees that renewal of the Advisory Agreement would be appropriate.

The costs of the services to be provided and profits to be realized by the Manager and its affiliates from the relationship with the Fund.

     The information provided by the Manager in connection with the renewal contained advisory fee and expense data for the Fund and its competitors (as identified by the Manager) and all single state municipal bond funds, as well as data for its Morningstar peer group, including data for all such front-end sales charge funds of a comparable asset size. The materials also showed the profitability to the Manager and to Aquila Distributors, Inc. (the “Distributor”) of its services to the Fund.

     The Board noted that the Manager was currently waiving a portion of its fees and had been since the Fund’s inception. Additionally, it was noted that the Manager had contractually undertaken to waive fees and/or reimburse Fund expenses during the period October 16, 2012 through December 31, 2013 so that total Fund expenses would not exceed 0.83 of 1% for Class A Shares. The Manager had indicated that it intended to continue waiving fees as necessary in order that the Fund would remain competitive.

     The Trustees compared the advisory fee and expense data with respect to the Fund to similar data about other funds that they found to be relevant. The Trustees concluded that the advisory fee and expenses of the Fund were similar to and were reasonable as compared to those advisory fees and expenses being paid by the Fund’s Morningstar peer group and that the advisory fee was reasonable in relation to the nature and quality of the services provided by the Manager to the Fund.

43 | Tax-Free Fund For Utah

     The Trustees considered information provided by the Manager regarding the profitability of the Manager with respect to the advisory services provided by the Manager to the Fund, including the methodology used by the Manager in allocating certain of its costs to the management of the Fund. The Trustees also considered information regarding the profitability of the Distributor with respect to distribution services provided to the Fund. The Trustees concluded that profitability to the Manager with respect to the advisory services provided to the Fund did not argue against approval of the fees to be paid under the Advisory Agreement.

The extent to which economies of scale would be realized as the Fund grows.

     The Trustees considered the extent to which the Manager may realize economies of scale or other efficiencies in managing the Fund. It was noted that as assets increase certain fixed costs may be spread across a larger asset base, and it was noted that any economies of scale or other efficiencies might be realized (if at all) across a variety of products and services and not only in respect of the Fund. The Trustees considered that the materials indicated that the Fund’s fees, after fee waivers, were generally competitive with those of its peers, including those with breakpoints in the advisory fee schedule. Additionally, the Trustees noted that the Manager continued to waive a portion of its fees. The Trustees noted that the Manager’s profitability also may be an indicator of the availability of any economies of scale. Accordingly, the Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund. Evaluation of these factors indicated to the Trustees that the Advisory Agreement should be renewed without addition of breakpoints at this time.

Benefits derived or to be derived by the Manager and its affiliates from the relationship with the Fund.

     The Trustees observed that, as is generally true of most fund complexes, the Manager and its affiliates, by providing services to a number of funds including the Fund, were able to spread costs as they would otherwise be unable to do. The Trustees noted that while that produces efficiencies and increased profitability for the Manager and its affiliates, it also makes their services available to the Fund at favorable levels of quality and cost which are more advantageous to the Fund than would otherwise have been possible.

44 | Tax-Free Fund For Utah

Founders

     Lacy B. Herrmann (1929-2012)

Aquila Management Corporation, Sponsor

Manager

AQUILA INVESTMENT MANAGEMENT LLC

380 Madison Avenue, Suite 2300

New York, New York 10017

Board of Trustees

Gary C. Cornia, Chair

Tucker Hart Adams

Ernest Calderón

Thomas A. Christopher

Grady Gammage, Jr.

Diana P. Herrmann

Lyle W. Hillyard

John C. Lucking

Anne J. Mills

Officers

     Diana P. Herrmann, President

Charles E. Childs, III, Executive Vice President and Secretary

Marie E. Aro, Senior Vice President

Paul G. O’Brien, Senior Vice President

Todd W. Curtis, Vice President and Co-Portfolio Manager

James T. Thompson, Vice President and Co-Portfolio Manager

M. Kayleen Willis, Vice President

Randall S. Fillmore, Chief Compliance Officer

Joseph P. DiMaggio, Chief Financial Officer and Treasurer

Distributor

AQUILA DISTRIBUTORS, INC.

380 Madison Avenue, Suite 2300

New York, New York 10017

Transfer and Shareholder Servicing Agent

     BNY MELLON

4400 Computer Drive

Westborough, Massachusetts 01581

Custodian

JPMORGAN CHASE BANK, N.A.

1111 Polaris Parkway

Columbus, Ohio 43240

Further information is contained in the Prospectus,

which must precede or accompany this report.

ITEM 2.  CODE OF ETHICS.

No applicable.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

No applicable.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6.  SCHEDULE OF INVESTMENTS.

Included in Item 1 above

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENTCOMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board of Directors of the Registrant has adopted a Nominating Committee Charter which provides that the Nominating Committee (the 'Committee') may consider and evaluate nominee candidates properly submitted by shareholders if a vacancy among the Independent Trustees of the Registrant occurs and if, based on the Board's then current size, composition and structure, the Committee determines that the vacancy should be filled.  The Committee will consider candidates submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources.  A copy of the qualifications and procedures that must be met or followed by shareholders to properly submit a nominee candidate to the Committee may be obtained by submitting a request in writing to the Secretary of the Registrant.

ITEM 11.  CONTROLS AND PROCEDURES.

(a)  Based on their evaluation of the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing of this report, the registrant's chief financial and executive officers have concluded that the disclosure controls and procedures of the registrant are appropriately designed to ensure that information required to be disclosed in the registrant's reports that are filed under the Securities Exchange Act of 1934 are accumulated and communicated to registrant's management, including its principal executive officer(s) and principal financial officer(s), to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the Securities and Exchange Commission.

(b)  There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation, including no significant deficiencies or material weaknesses that required corrective action.

ITEM 12. EXHIBITS.

 (a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of

1940.

(b) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act  of 1934 and 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.

TAX-FREE FUND FOR UTAH

By:	/s/ Diana P. Herrmann
	President and Trustee March 4  , 2013
By:	/s/ Joseph P. DiMaggio
	Chief Financial Officer and Treasurer March 4  , 2013

 

Pursuant to the requirements of the Securities Exchange Act of 1934 And the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  

By:	/s/ Diana P. Herrmann
	Diana P. Herrmann President and Trustee March 4  , 2013
By:	/s/ Joseph P. DiMaggio
	Joseph P. DiMaggio Chief Financial Officer and Treasurer March 4  , 2013

TAX-FREE FUND FOR UTAH

EXHIBIT INDEX

(a) (2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(b) Certification of chief executive officer and chief financial officer as required by Rule 30a-2(b) of the Investment Company Act

of 1940.