UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08879

SUN CAPITAL ADVISERS TRUST

(Exact name of registrant as specified in charter)

One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481

(Address of principal executive offices) (Zip code)

James M.A. Anderson

Sun Capital Advisers Trust

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 432-1102 x 3330

Date of fiscal year end: December 31

Date of reporting period: December 31, 2007

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended:

SUN CAPITAL ADVISERS TRUST^®

Annual Report December 31, 2007

Sun Capital^® All Cap Fund

Sun Capital Investment Grade Bond Fund^®

Sun Capital Money Market Fund^®

Sun Capital Real Estate Fund^®

SC^SM Davis Venture Value Fund

SC^SM Oppenheimer Main Street Small Cap Fund

SC^SM FI Large Cap Growth Fund

SC^SM Blue Chip Mid Cap Fund

Sun Capital Advisers Trust is a mutual fund registered with the Securities and Exchange Commission under the Investment Company Act of 1940. Its investment adviser is Sun Capital Advisers LLC^®, a member of the Sun Life Financial group of companies.

Please Note:

The views and opinions expressed in each Fund’s “Management’s Discussion and Analysis” are those of the portfolio manager(s) of the Fund. The views and opinions expressed, and the portfolio holdings described, are as of December 31, 2007, and are subject to change at any time without notice due to market or other conditions. These should not be construed as investment advice or as a recommendation to buy or sell any security. Any forecasts or other forward looking views may not come to pass. Past performance is no guarantee of future results.

MANAGEMENT’S DISCUSSION & ANALYSIS

ALL CAP FUND

During 2007, the performance of the Fund was adversely affected by its overall overweight position in technology stocks, especially small cap issues, which underperformed, and an overall underweight in energy.

Throughout 2007, the Fund continued to be weighted towards economically sensitive stocks, a strategy we have kept in place since 2003. We have maintained a bias towards large capitalization stocks, ending the quarter with a roughly 70% weighting in large caps, 10% in mid caps, and 20% in small caps. During the fourth quarter the large cap weighting decreased approximately 500 basis points relative to Q3, while the mid cap weightings increased by 600 basis points and small caps decreased by 100 basis points. The weighting changes between large, mid, and small cap holdings were due to better valuation opportunities found in the mid cap and small cap sectors.

During the quarter, we continued to manage the portfolio to take advantage of opportunities in various sectors. Weightings increased in Consumer Discretion, Consumer Staples, Energy, Technology, and Utilities, and decreased in Financials, Health Care, Industrials, Materials and Telecommunications. The Fund ended the quarter with an overweight in Consumer Discretion, Health Care, Technology and Telecommunications and an underweight in Consumer Staples, Energy, Financials, Industrials, Materials, and Utilities.

Overall, the All Cap Fund has maintained a diversified portfolio roughly aligned with S&P 500 sector weightings. Specifically, valuation metrics as of December 31, 2007 show the portfolio trading at 1.36 times sales vs. 1.48 times for the S&P 500 index, a price to book of 2.1 vs. 2.8, and a price to cash flow of 14.6 vs. 10.6 respectively. The portfolio’s dividend yield was 1.7% versus 1.9% for the S&P 500 Index, and debt to capitalization ratio was 29% vs. 32% for the S&P 500 index.

1

ALL CAP FUND

TOP TEN EQUITY HOLDINGS At December 31, 2007 INDUSTRY WEIGHTINGS At December 31, 2007

	% of Net Assets
Clinical Data, Inc.	4.6	%
Acme Packet, Inc.	3.4
Rackable Systems, Inc.	3.3
Exxon Mobil Corp.	3.2
Massey Energy Co.	2.7
MRV Communications, Inc.	2.5
Bank of America Corp.	2.4
General Electric Co.	2.4
AT&T, Inc.	2.0
ChevronTexaco Corp.	2.0

	% of Net Assets
Communications Equipment	9.5	%
Oil & Gas-Exploration & Production	8.7
Pharmaceuticals	7.9
Computers & Peripherals	7.0
Health Care Equipment & Supplies	6.3
Diversified Financial Services	4.1
Aerospace & Defense	3.8
Health Care Providers & Services	3.7
Short Term Investment	3.5
Media	3.4
Industrial Conglomerates	3.3
Semiconductors & Semiconductor Equipment	3.2
Commercial Banks	3.0
Diversified Telecommunication Services	3.0
Beverages	2.9
Household Products	2.4
Capital Markets	2.0
Electric Utilities	2.0
Specialty Retail	1.8
Food & Staples Retailing	1.7
Chemicals	1.7
Leisure Equipment & Products	1.5
Insurance	1.4
Internet & Catalog Retail	1.2
Software	1.1
Consumer Finance	1.0
Tobacco	1.0
Paper & Forest Products	1.0
Multiline Retail	1.0
Health Care Technology	0.9
Multi-Utilities	0.9
Biotechnology	0.7
Wireless Telecommunication Services	0.7
Hotels Restaurants & Leisure	0.6
Air Freight & Logistics	0.6
Food Products	0.3
Other assets less liabilities	1.2
	100.0	%

2

ALL CAP FUND

Comparison of Change in Value of a $10,000 Investment in the All Cap Fund – Initial Class and the S&P 500 Index

Comparison of Change in Value of a $10,000 Investment in the All Cap Fund – Service Class and the S&P 500 Index

3

ALL CAP FUND

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
All Cap Fund	(5.81	)%	3.94	%	15.63	%	8.18	%
S&P 500 Index*	5.49	%	8.62	%	12.82	%	7.57	%
Service Class Shares
All Cap Fund	(6.07	)%	3.67	%	N/A		6.11	%
S&P 500 Index*	5.49	%	8.62	%	N/A		8.88	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The index is unmanaged and has no fees or costs. The Standard & Poor’s 500 Index is a market-value weighted index of 500 blue chip stocks and is considered to be a benchmark of the overall stock market.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the All Cap Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from May 1, 2002 (commencement of operations) to December 31, 2007. Service Class Shares for the period from February 1, 2004 (commencement of operations) to December 31, 2007.

4

MANAGEMENT’S DISCUSSION & ANALYSIS

INVESTMENT GRADE BOND FUND

Performance of the Fund for the 12 months ended December 31, 2007 was negatively impacted by an overweight to the “spread” sectors of the Lehman Brothers Aggregate Bond Index (“Aggregate Index”) as the credit contagion, fueled by the subprime mortgage meltdown, spread throughout all portions of the credit markets. According to Lehman Brothers, the Aggregate Index, as well as all spread sectors, produced their worst negative excess (vs. duration neutral US Treasuries) returns ever in 2007. Also, Lehman Brothers disclosed that November 2007 was the worst month ever for the credit, CMBS and ABS sectors, and the 6-month period from May through November was the worst 6-month period ever for the spread sectors of the Lehman Index. Quite simply, in our view owning anything but US Treasuries negatively affected performance results. With financial market participants seeking the safety of US Treasuries from July through the end of 2007, coupled with exceptionally poor liquidity, all sectors felt the wrath of subprime mortgages and the subsequent repricing of risk.

Providing comfort and reinforcing the current strong risk management approach is what the Fund does not own. The Fund does not have any direct exposure to subprime mortgages, structured investment vehicles (SIVs) or collateralized debt obligations (CDOs).

Allocation to the spread sectors of the Index was increased during the 4th quarter of 2007 as opportunities emerged as a result of the credit crunch. Exposure to the credit sector was almost 46% at December 31, 2007, while mortgage-backed securities (MBS) comprised 40.5% of fund assets. The allocation to the commercial mortgages-backed securities (CMBS) sector was 8.6%, US Treasuries, 3.5%, US Agencies 1.5% and asset-backed securities (ABS), 0.7%.

While 2007 began in a sanguine manner, the second half of the year turned into a outright credit meltdown as the financial markets came to the realization that many of the virtues of the real estate investing frenzy were predicated on fraud and deceit. For 2007, between write-downs, credit losses and reserves, financial institutions have recognized almost $100 billion in losses. The housing bubble of 2002-2006 and the easy credit that fostered such excesses (i.e. leverage) will be remembered for many years not only for financial destruction, but also for its ability to significantly impair the workings of the capital markets on a global basis.

The Bernanke led Federal Reserve, after keeping the Federal Funds rate steady at 5.25% for the first 9-months of 2007, reduced the Funds rate by 50 basis points (bp) to 4.75% in mid September 2007 and subsequently lowered the overnight lending rate by another 25bp at each of the final two Federal Open Market Committee (FOMC) meetings of 2007 to 4.25%, as the cost of credit between banks remained high and its availability was scarce. The discount rate, or the cost of funds for financial institutions from the Fed was also lowered by a total of 50bp to 4.75%. The economy appearing to be slowing, housing continuing to deteriorate and financial institutions posting enormous losses related to subprime mortgages and the overall lack of market liquidity all contributed to the Fed’s actions. Central banks around the world also reacted to the crisis with the European Central Bank injecting over $500 billion to ease year-end strains. The US Fed began its Term Auction Facility or TAF, to provide liquidity into the market in December 2007. Fed Funds began 2007 at 5.25% while the discount rate was 150bp higher than its current level.

US Treasuries were the asset class of choice during 2007 as investors clamored for their safety as well as liquidity. The 2-year note declined by 176bp during 2007 to 3.05%, while the 10-year UST yield was slightly above 4%, a 68bp decline from the start of the year. As a result, the yield curve steepened substantially during the year with almost 100bp separating the two-year and ten-year US Treasury, while an inversion of 11bp existed on January 1, 2007.

Current economic data continues to provide fodder to those that believe the economy will slow, as well as those that believe a recession is forthcoming. On the positive side, employment levels continue to be acceptable, although slowing from the first-half of 2007. The current unemployment rate through November was reported as

5

MANAGEMENT’S DISCUSSION & ANALYSIS (Continued)

4.7% and job creation for the last six months has averaged almost 94,000 per month. In addition, the consumer continues to spend, although at a slower pace than early in 2007. Inflation readings have increased as of late with energy as well as food costs rising. The Fed’s preferred measure, the PCE or personal consumption expenditure, was reported as 2.2% for November 2007, higher than the 2% hurdle rate set by the Federal Reserve. With 3rd quarter’s GDP reading of 4.9% well in the economic rear-view mirror, recent troubling economic reports include consumer confidence readings and the continued barrage of dire reports from the housing market. Housing inventories, prices, permits and starts are all headed in the wrong direction and many expect 2008 to be another difficult year. In addition, homeowners with subprime mortgages continue to generate higher delinquency and foreclosure rates with reports indicating the current housing crisis is the worst in over 20 years. Banc of America estimates that approximately $400 million in subprime mortgages will relinquish their low “teaser” interest rates in 2008, thus assuring these statistics will continue to deteriorate.

On the positive side, Washington has been quite vocal about enacting a plan to assist subprime borrowers. The timing, effectiveness and eligible population of the plan will have to be monitored. Some economists believe housing may subtract 1.5% from economic growth during 2008; however, a weaker US Dollar will help exports and should eliminate much of this drag. If a recession is averted in 2008, it will be a close call. The Federal Reserve (Ben Bernanke) believes a recession will be averted.

Financial markets begin 2008 in a very precarious state: liquidity is very thin, large financial institutions are facing counterparty concerns and the US housing market seems deep in a depression with at least another year of difficult conditions. Furthermore, the US economy is slowing, commodity costs are increasing and the US consumer appears winded. The Federal Reserve, based upon their December 11, 2007 FOMC meeting notes, has finally realized that “…heightened financial stress posed increased downside risks to growth and made the outlook for the economy considerably more uncertain.” The Fed is also of the belief that the current housing correction will be “both deeper and more prolonged” than originally anticipated. On the positive, according to Bloomberg many large money-center banks have taken SIV assets on to their balance sheets, perhaps more than $100 billion. The financial markets had feared that these short-term assets, many of which have mortgage exposure, would be liquidated at fire-sale prices placing additional stresses on an already shaky marketplace. In addition, Middle Eastern and Asian Sovereign Wealth Funds (SWF) have recently invested more than $40 billion, as reported by Bloomberg, in financial institutions providing much needed capital injections and a psychological boost to the market.

While liquidity remains extremely tight in the fixed income arena, new issue corporate bonds have been plentiful as issuers look to term out commercial paper, fund share repurchases or general needs. With the current difficulties in the market, large new-issue concessions have emerged and at times very credit worthy borrowers must pay spreads (over US Treasuries) that do not truly reflect their intrinsic value. A downside to these new concessions is that any related entity or competitor will immediately have its securities repriced to the cheaper “new issue” spread, an unfortunate byproduct of this risk averse market. In addition, opportunities have arisen in the MBS sector as many prime MBS securities have been unfairly tainted with the “subprime” brush. We have tried to take advantage of these opportunities. We will continue to search “through the rubble” and look to enhance the portfolio while also remaining cognizant of the overall level of risk. Given the existing market dislocation, prudent portfolio construction is key. We believe the current portfolio is poised to benefit from a return to rational pricing and risk management, although patience will be necessary. We continue to seek value from an irrational marketplace. Portfolio duration, given our interest rate outlook, will remain close to the benchmark duration.

6

INVESTMENT GRADE BOND FUND

TOP TEN BOND ISSUERS At December 31, 2007 PORTFOLIO COMPOSITION At December 31, 2007

	% of Net Assets
Federal National Mortgage Association	30.2	%
Federal Home Loan Mortgage	10.3
U.S. Treasury Notes	3.2
Rogers Wireless Inc.	1.6
Government National Mortgage Association	1.6
Bear Stearns Commercial Mortgage Securities	1.5
Mashantucket Western Pequot Tribe	1.5
GMAC Commercial Mortgage Securities, Inc.	1.5
Enterprise Products Operating	1.4
Covidien International Finance	1.2

	% of Net Assets
Corporate Debt Obligations	45.4	%
U.S. Government Agency Obligations	45.2
Commercial Mortgage Backed Securities	8.7
Short Term Investments	1.6
Asset Backed Securities	0.7
Liabilities in excess of other assets	(1.6	)
	100.0	%

Comparison of Change in Value of a $10,000 Investment in the Investment Grade Bond Fund – Initial Class and the Lehman Brothers Aggregate Bond Index

Comparison of Change in Value of a $10,000 Investment in the Investment Grade Bond Fund – Service Class and the Lehman Brothers Aggregate Bond Index

7

INVESTMENT GRADE BOND FUND

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Investment Grade Bond Fund	3.75	%	3.69	%	5.40	%	5.35	%
Lehman Brothers Aggregate Bond Index*	6.97	%	4.56	%	4.42	%	5.64	%
Service Class Shares
Investment Grade Bond Fund	3.51	%	3.44	%	N/A		3.92	%
Lehman Brothers Aggregate Bond Index*	6.97	%	4.56	%	N/A		4.39	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The index is unmanaged and has no fees or costs. The Lehman Brothers Aggregate Bond Index is composed of securities from the Lehman Brothers Government/Credit Index, the Mortgage-Backed Securities Index and the Asset-Backed Securities Index.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the Investment Grade Bond Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from December 7, 1998 (commencement of operations) to December 31, 2007. Service Class Shares for the period from February 1, 2004 (commencement of operations) to December 31, 2007.

8

MANAGEMENT’S DISCUSSION & ANALYSIS

MONEY MARKET FUND

At December 31, 2007, Initial Class Shares of the Fund had a seven-day yield of 4.41% and an average maturity of 31 days. The portfolio was 98% invested in highly rated commercial paper and 2% in mutual funds.

The Federal Open Market Committee (FOMC) of the Federal Reserve Board started the year with the Federal Funds rate at 5.25%, where it remained through August. The markets began to change dramatically as developments in the U.S. housing and sub-prime mortgage markets quickly changed the economic outlook and forced market participants and lenders to work through one of the worst global liquidity squeezes in the last decade. On August 18th, after cash injections by central banks around the world failed to stabilize liquidity, the Fed acknowledged the deterioration in credit markets and lowered its Discount Rate by a half a percentage point to 5.75%. The Fed also encouraged banks to utilize the discount window to facilitate market liquidity. On September 18th, the Fed voted to lower its benchmark Federal Funds Rate by one half of a percent to 4.75% and cut the Discount rate an additional half a percentage point. The Federal Reserve continued to decrease rates at its remaining two meetings in 2007 by 25 basis points at each meeting and the Fed Funds target rate ended the year at 4.25%. The Fed cut the Discount Rate to 4.75% on December 11, 2007.

On December 12th, the Federal Reserve announced that, in a coordinated move with other central banks, it would address liquidity issues, and introduced the Term Auction Facility (TAF). Ultimately, the TAF program injected $100 billion into the financial system.

The minutes of the FOMC December 12th meeting were released on January 2, 2008. The minutes indicated that the Governors now believe that further deterioration in the financial markets has increased uncertainty for economic growth. In addition, the jobless rate in December was the highest in two years and the housing correction is now expected to be deeper and more prolonged that anticipated. Further softening in business and consumer spending is also of great concern. Fed officials are now signaling a more aggressive response to the increasing risk of recession and are actively trying to communicate with the public to reduce uncertainty and to reveal more openly their intentions.

Three-month Treasury bills started the year at 5.01%, and rose to their high on February 22, 2007 at 5.18%. After the three cuts in the Fed Funds rate for a total of 100 basis points, Treasury bills plummeted to a low of 2.86% and ended the year at 3.24%. The spread on 90-day commercial paper over Treasury bills fluctuated between 35 - 50 basis points during the first eight months of the year but widened out to as much as 261 basis points in the third quarter before retreating to between 96 - 200 basis points during the fourth quarter.

With the FOMC now prepared to “take substantive additional action as needed to support growth and to provide adequate insurance against downside risks,” the markets are expecting another rate cut, possibly 50 basis points, by the end of January with further cuts possible.

The Fund benefited from its focus on preservation of capital. Throughout the year it had no direct exposure to structured investment vehicles (SIV) or collateralized debt obligations (CDO). It had minimal exposure to very high quality asset back commercial paper (ABCP). We will continue to invest in a diversified portfolio of high quality instruments.

9

MONEY MARKET FUND

TOP TEN ISSUERS At December 31, 2007 PORTFOLIO COMPOSITION At December 31, 2007

	% of Net Assets
Societe Generale North America	4.1	%
State Street Corp.	4.1
American General Finance Corp.	4.0
CIT Group, Inc.	4.0
Bankamerica Corp.	4.0
Toyota Credit de Puerto Rico	4.0
UBS Finance, Inc.	4.0
National Rural Utilites Cooperative Finance Corp.	4.0
Dupont (E.I.) De Nemours & Co.	4.0
Goldman Sachs Group	4.0

	% of Net Assets
Commercial Paper	98.3	%
Mutual Funds	1.7
	100.0	%

Comparison of Change in Value of a $10,000 Investment in the Money Market Fund –Initial Class and the Merrill Lynch 3-Month U.S. Treasury Bill Index

Comparison of Change in Value of a $10,000 Investment in the Money Market Fund –Service Class and the Merrill Lynch 3-Month U.S. Treasury Bill Index

10

MONEY MARKET FUND

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Money Market Fund	4.87	%	4.07	%	2.68	%	3.19	%
Merrill Lynch 3-month U.S. Treasury Bill Index*	5.03	%	4.30	%	3.07	%	3.62	%
Service Class Shares
Money Market Fund	4.61	%	N/A		N/A		4.04	%
Merrill Lynch 3-month U.S. Treasury Bill Index*	5.03	%	N/A		N/A		4.53	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The index is unmanaged and has no fees or costs. The Merrill Lynch three-month U.S. Treasury Bill Index is a one-security index which at the beginning of every month selects for inclusion the U.S. Treasury Bill maturing closest to, but not beyond 91 days from that date. That issue is then held for one month, sold and rolled into the new U.S. Treasury Bill.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the Money Market Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from December 7, 1998 (commencement of operations) to December 31, 2007. Service Class Shares for the period from April 25, 2005 (commencement of operations) to December 31, 2007.

11

MANAGEMENT’S DISCUSSION & ANALYSIS

REAL ESTATE FUND

The stocks that had the largest positive contribution to the Fund’s returns during the twelve months ended December 31, 2007 were Ventas, Inc., Hilton Hotels (not held as of 12/31/07), Equity Office Properties Trust (not held as of 12/31/07), Plum Creek Timber Co., Inc., and Tenet Healthcare Corp. The stocks that had the largest negative impact to returns were SL Green Realty Corp., GMH Communities Trust, Developers Diversified Realty, Corp., Pennsylvania Real Estate Investment, and BRE Properties, Inc. For the last twelve months, the MSCI US REIT Index was down -16.82%, underperforming the Dow, the S&P, and the NASDAQ which were up +8.88%, up +10.66%, and up +5.49%, respectively.

In 2007, the health care REIT property type had the largest positive contribution to the Fund’s performance. The Fund’s health care REIT holdings all feature generally defensive qualities and strengthening fundamentals, which compare favorably to the peaking fundamentals and more aggressive business models of almost all other REITs. Positive sector contributions also came from being underweight the lodging and residential property types, as both sectors underperformed the benchmark.

In early 2008, the REIT market is approaching the one year anniversary of its all-time high, which occurred in February 2007, yet there are still no signs that would indicate the correction is over. While valuations are more reasonable, with cash flow yields and dividend yields returning toward historic levels, the Fund remains defensive. However, the Fund will likely use the weakness in some of its favorite REITs to add to positions and take advantage of some relative values. We believe that in past corrections and in the current correction, many of the best quality REITs, in our opinion, underperform to the same degree as lesser quality REITs, which creates opportunities for long-term investors. As a result, it is likely that the Fund will become less defensive in the near future.

12

REAL ESTATE FUND

TOP TEN REIT HOLDINGS At December 31, 2007 INDUSTRY WEIGHTINGS At December 31, 2007

	% of Net Assets
Ventas, Inc.	6.8	%
Simon Property Group, Inc.	6.5
ProLogis Trust	5.3
Plum Creek Timber Co., Inc.	5.2
Alexandria Real Estate Equities, Inc.	4.5
Macerich Co.	4.3
Vornado Realty Trust	4.0
Pennsylvania Real Estate Investment	4.0
SL Green Realty Corp.	4.0
Kimco Realty Corp.	3.9

	% of Net Assets
Health Care Equipment & Services	18.4	%
Regional Malls	17.7
Office	12.4
Apartments	10.0
Shopping Centers	9.5
Warehouse & Industrial	8.1
Diversified	7.4
Short Term Investments	5.6
Timber & Forest Products	5.2
Storage	2.7
Hotels & Restaurants	2.2
Other assets less liabilities	0.8
	100.0	%

Comparison of Change in Value of a $10,000 Investment in the Real Estate Fund – Initial Class and the MSCI U.S. REIT Index

Comparison of Change in Value of a $10,000 Investment in the Real Estate Fund – Service Class and the MSCI U.S. REIT Index

13

REAL ESTATE FUND

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Real Estate Fund	(13.13	)%	9.80	%	19.13	%	14.88	%
MSCI US REIT Index*	(16.82	)%	8.23	%	17.91	%	13.55	%
Service Class Shares
Real Estate Fund	(13.34	)%	9.53	%	N/A		14.14	%
MSCI US REIT Index*	(16.82	)%	8.23	%	N/A		12.70	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The index is unmanaged and has no fees. The MSCI U.S. REIT Index is a total-return index composed of the most actively traded real estate investment trusts and is designed to be a measure of real estate equity performance.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the Real Estate Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from December 7, 1998 (commencement of operations) to December 31, 2007. Service Class Shares for the period from February 1, 2004 (commencement of operations) to December 31, 2007.

14

MANAGEMENT’S DISCUSSION & ANALYSIS

DAVIS VENTURE VALUE FUND (subadvised by Davis Advisors)

The sectors within the S&P 500 Index that turned in the strongest performance for the year ended December 31, 2007 were energy, material, and utility companies. The sectors that turned in the weakest performance were financial and consumer discretionary companies.

The energy sector was the top-performing sector of the S&P 500 Index. Energy companies were also the most important contributor to the Fund’s performance over the year. The Fund’s energy companies out-performed the corresponding sector within the S&P 500 Index (up 45% versus 34% for the S&P 500) and the Fund also benefited from a higher relative average weighting in this sector (13% versus 11% for the S&P 500). ConocoPhillips, Occidental Petroleum Corp., China Coal Energy Co., Devon Energy Corp., EOG Resources, Inc., and Transocean, Inc. were among the top contributors to performance.

The Fund made a significant investment in consumer staple companies, and they were the second most important contributor to performance. The Fund’s consumer staple companies out-performed the corresponding sector within the S&P 500 Index (up 22% versus 14% for the S&P 500) and the Fund also benefited from a higher relative weighting in this sector (14% versus 10% for the S&P 500). Altria Group, Inc. and Costco Wholesale Corp. were among the top contributors to performance.

The Fund managers have identified a number of investment opportunities in foreign companies. The Fund ended the period with approximately 11% of its assets invested in foreign companies (including American Depositary Receipts). As a group, the foreign companies owned by the Fund out-performed the S&P 500 Index over the period.

Over the year the most important detractors from performance relative to the S&P 500 Index were the Fund’s weighting in financial companies, which was a poorly performing sector; underweighting in information technology companies, which was a strongly performing sector; and poor stock selection among material companies.

The financial sector was the worst performing sector of the S&P 500 Index. The Fund’s financial companies out-performed the corresponding sector within the S&P 500 Index (down 8% versus down 19% for the S&P 500), but were still the largest detractors from performance. A higher relative average weighting in this sector (36% versus 21% for the S&P 500) detracted from both absolute and relative performance. While Berkshire Hathaway, Inc. Class A was among the top contributors to performance, Citigroup, Inc., American International Group, Inc., Wachovia Corp., American Express Co., Moody’s Corp., and Ambac Financial Group, Inc., were among the top detractors from performance.

The weak performance of the Fund’s consumer discretionary companies (down 16% versus down 13% for the S&P 500), along with a higher relative average weighting in this sector (12% versus 10% for the S&P 500) detracted from both absolute and relative performance. While Amazon.com, Inc. was among the top contributors to performance, Comcast Corp. Class A Special and Harley-Davidson, Inc. were among the top detractors from performance.

15

DAVIS VENTURE VALUE FUND

TOP TEN EQUITY HOLDINGS At December 31, 2007 INDUSTRY WEIGHTINGS At December 31, 2007

	% of Net Assets
Costco Wholesale Corp.	4.7	%
ConocoPhillips	4.6
American Express Co.	4.0
Berkshire Hathaway, Inc. Class A	3.9
Altria Group, Inc.	3.7
American International Group, Inc.	3.6
JPMorgan Chase & Co.	3.5
Occidental Petroleum Corp.	3.2
Devon Energy Corp.	2.7
Microsoft Corp.	2.5

	% of Net Assets
Insurance	15.0	%
Oil & Gas-Exploration & Production	14.8
Food & Staples Retailing	7.7
Media	5.4
Diversified Financial Services	5.0
Commercial Banks	4.6
Capital Markets	4.3
Consumer Finance	4.1
Short Term Investment	3.8
Tobacco	3.7
Health Care Providers & Services	2.5
Software	2.5
Beverages	2.3
Computers & Peripherals	1.8
Electronic Equipment & Instruments	1.8
IT Services	1.6
Containers & Packaging	1.5
Specialty Retail	1.4
Construction Materials	1.4
Health Care Equipment & Supplies	1.4
Industrial Conglomerates	1.3
Wireless Telecommunication Services	1.3
Automobiles	1.2
Household Products	1.2
Transportation	1.0
Commercial Services & Supplies	1.0
Energy Equipment & Services	0.9
Diversified Consumer Services	0.8
Semiconductors & Semiconductor Equipment	0.7
Metals & Mining	0.6
Marine	0.6
Internet Software & Services	0.6
Internet & Catalog Retail	0.6
Air Freight & Logistics	0.5
Personal Products	0.4
Real Estate Management & Development	0.3
Food Products	0.2
Household Durables	0.2
Multiline Retail	0.1
Road & Rail	0.1
Liabilities in excess of other assets	(0.2	)
	100.0	%

16

DAVIS VENTURE VALUE FUND

Comparison of Change in Value of a $10,000 Investment in the Davis Venture Value Fund – Initial Class and the S&P 500 Index

Comparison of Change in Value of a $10,000 Investment in the Davis Venture Value Fund – Service Class and the S&P 500 Index

17

DAVIS VENTURE VALUE FUND

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Davis Venture Value Fund	4.23	%	9.49	%	14.01	%	4.83	%
S&P 500 Index*	5.49	%	8.62	%	12.82	%	1.32	%
Service Class Shares
Davis Venture Value Fund	3.91	%	N/A		N/A		8.13	%
S&P 500 Index*	5.49	%	N/A		N/A		9.13	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The index is unmanaged and has no fees or costs. The Standard & Poor’s 500 Index is a market-value weighted index of 500 blue chip stocks and is considered to be a benchmark of the overall stock market.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the Davis Venture Value Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from July 17, 2000 (commencement of operations) to December 31, 2007. Service Class Shares for the period from May 1, 2006 (commencement of operations) to December 31, 2007.

18

MANAGEMENT’S DISCUSSION & ANALYSIS

OPPENHEIMER MAIN STREET SMALL CAP FUND (subadvised by OppenheimerFunds, Inc.)

Detracting from the Fund’s performance for the twelve-month period ended December 31, 2007 was our security selection strategy during the fourth quarter of 2007, which emphasized relatively speculative stocks that historically have tended to do well toward year-end but proved to be sensitive to intensifying economic and credit concerns.

Stocks generally rallied over the first half of the reporting period in an investment environment characterized by moderating U.S. economic growth, robust corporate earnings, high levels of mergers-and-acquisitions activity and stable short-term interest rates. However, market conditions changed dramatically near mid-year, and the second half of 2007 proved to be a challenging period for equities in general and small-cap stocks in particular.

Beginning in June and July, an unexpectedly high level of sub-prime mortgage defaults and delinquencies, combined with declining home values and surging energy costs, led to renewed concerns regarding the sustainability of consumer spending, which has been one of the main pillars supporting the U.S. economic expansion over the past several years. As investors became increasingly averse to risks, the stock market gave up many of the gains it had achieved over the first half of 2007. Small-cap stocks were particularly hard hit as investors began to favor stocks of larger, multinational corporations with a robust presence in growing overseas markets and a track record of consistent earnings. In fact, after producing relatively attractive returns over the past several years, the Russell 2000 Index produced a mildly negative absolute return in 2007.

For quite some time, our quantitative models have signaled to us that mid-cap stocks and small-cap stocks at the larger end of the market’s capitalization range are more attractive than micro-cap stocks. As a result, our market-capitalization allocation strategy, which emphasized mid-cap stocks and de-emphasized micro-cap stocks, positioned the Fund well when investors reassessed their attitudes toward risk and shifted their focus toward larger companies.

Our sector allocation strategy had a mildly positive impact on the Fund’s performance. A comparatively light position in the financials sector helped the Fund avoid the full brunt of weakness among banks and broker-dealers, while relatively heavy exposure to materials stocks helped it participate more fully in their gains. These positive results were offset to a degree by an overweighted position in lagging consumer-oriented stocks and underweighted position in the better-performing health care sector.

Unfortunately, disappointing results from our “bottom-up” security selection strategy offset most of the benefits derived from our market capitalization and sector allocation strategies. Of the various factors considered by our stock selection model, only price momentum proved to have good predictive power during the second half of the reporting period. Stocks that had done well in previous months tended to continue to do so. Other measures, most notably valuations, were much less effective, as stocks that were inexpensive compared to historical norms continued to lose value. Earnings quality, another key factor considered by our security selection model, also proved to be relatively ineffective.

To a significant degree, results within the Fund’s various market sectors stemmed from the adoption of our “turn of the year” security selection model, which tends to emphasize more cyclical and speculative small-cap stocks that historically have tended outperform near year-end due to seasonal factors. For example, the Fund’s individual financial holdings underperformed the benchmark’s financial components as strong results from an underweighted position in real estate investment trusts were offset by weakness among bond insurers. While the Fund achieved positive absolute returns in the health care area, returns in the sector also lagged the benchmark as richly valued stocks produced higher returns. In the technology sector, unfortunate timing in the purchase of some stocks detracted from relative performance.

19

MANAGEMENT’S DISCUSSION & ANALYSIS

As quantitative managers, we do not manage the Fund according to subjective views of the market or economy. However, the results of our quantitative models have caused us to increase the Fund’s weightings in the information technology and health care areas and decrease its exposure to the financials, materials and consumer discretionary sectors, which we believe position it well for 2008. Finally, the Fund ended 2007 broadly diversified across approximately 1,100 stocks, a strategy designed to help ensure that setbacks in any individual stocks do not have a disproportionate impact on the overall portfolio.

20

OPPENHEIMER MAIN STREET SMALL CAP FUND

TOP TEN EQUITY HOLDINGS At December 31, 2007 INDUSTRY WEIGHTINGS (Continued) At December 31, 2007

	% of Net Assets
Rofin-Sinar Technologies, Inc.	0.4	%
MGI Pharma, Inc.	0.4
Varian, Inc.	0.4
Alpha Natural Resources, Inc.	0.4
Tupperware Brands Corp.	0.4
Woodward Governor Co.	0.4
Tenet Healthcare Corp.	0.4
Aeropostale, Inc.	0.4
GrafTech International, Ltd.	0.4
Massey Energy Co.	0.4

INDUSTRY WEIGHTINGS

At December 31, 2007

	% of Net Assets
Software	8.0	%
Semiconductors & Semiconductor Equipment	8.0
Commercial Services & Supplies	5.6
Insurance	3.8
Health Care Providers & Services	3.5
IT Services	3.4
Machinery	3.4
Chemicals	3.3
Metals & Mining	3.2
Specialty Retail	3.2
Communications Equipment	3.0
Internet Software & Services	2.8
Household Durables	2.7
Electronic Equipment & Instruments	2.6
Pharmaceuticals	2.5
REITS	2.4
Computers & Peripherals	2.3
Electrical Equipment	2.1
Short Term Investment	2.1
Oil & Gas-Exploration & Production	2.0
Energy Equipment & Services	2.0
Diversified Telecommunication Services	2.0
Health Care Equipment & Supplies	1.8
Aerospace & Defense	1.5
Life Sciences Tools & Services	1.5
Auto Components	1.5
Diversified Consumer Services	1.4
Textiles, Apparel & Luxury Goods	1.3

	% of Net Assets
Media	1.3	%
Airlines	1.3
Internet & Catalog Retail	1.2
Capital Markets	1.1
Biotechnology	1.0
Hotels Restaurants & Leisure	1.0
Containers & Packaging	1.0
Leisure Equipment & Products	0.8
Food & Staples Retailing	0.8
Food Products	0.7
Construction & Engineering	0.7
Multiline Retail	0.7
Gas Utilities	0.6
Building Products	0.5
Wireless Telecommunication Services	0.5
Personal Products	0.5
Tobacco	0.5
Trading Companies & Distributors	0.5
Thrift & Mortgage Finance	0.4
Health Care Technology	0.4
Diversified Financial Services	0.4
Electric Utilities	0.3
Industrial Conglomerates	0.3
Road & Rail	0.3
Consumer Finance	0.3
Air Freight & Logistics	0.3
Commercial Banks	0.3
Marine	0.2
Automobiles	0.2
Household Products	0.2
Paper & Forest Products	0.2
Multi-Utilities	0.1
Office Electronics	0.1
Beverages	0.1
Independent Power Producers & Energy Traders	0.0	*
Distributors	0.0	*
Real Estate Management & Development	0.0	*
Road & Rail (Warrant)	0.0	*
Liabilities in excess of other assets	(1.7	)
	100.0	%

*Amount is less than 0.05%.

21

OPPENHEIMER MAIN STREET SMALL CAP FUND

Comparison of Change in Value of a $10,000 Investment in the Oppenheimer Main Street Small Cap Fund – Initial Class and the Russell 2000 Index

Comparison of Change in Value of a $10,000 Investment in the Oppenheimer Main Street Small Cap Fund – Service Class and the Russell 2000 Index

22

OPPENHEIMER MAIN STREET SMALL CAP FUND

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Oppenheimer Main Street Small Cap Fund	(1.44	)%	5.32	%	14.40	%	10.21	%
Russell 2000 Index*	(1.57	)%	6.80	%	16.25	%	4.73	%
Service Class Shares
Oppenheimer Main Street Small Cap Fund	(2.11	)%	N/A		N/A		(0.99	)%
Russell 2000 Index*	(1.57	)%	N/A		N/A		0.12	%

*The performance data for the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The Russell 2000 Index includes the 2000 companies with the smallest market capitalizations from the Russell 3000 Index.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the Oppenheimer Main Street Small Cap Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from July 17, 2000 (commencement of operations) to December 31, 2007. Service Class Shares for the period from May 1, 2006 (commencement of operations) to December 31, 2007.

23

MANAGEMENT’S DISCUSSION & ANALYSIS

FI LARGE CAP GROWTH FUND (subadvised by Pyramis Global Advisors, LLC)

The Consumer Discretionary and Industrial sectors finished as the two largest detractors to the Fund’s performance for the twelve-month period ended December 31, 2007, while Energy and Consumer Staples provided the majority of positive returns for the year.

Underperformance within the Consumer Discretionary sector stemmed largely from our holdings of national homebuilder stocks. These stocks suffered from downward revisions to 2007 earnings estimates due to a slowdown in the U.S. housing market as well as tighter lending standards in the wake of the subprime mortgage market meltdown. The Industrials sector was negatively affected by holdings in Airline companies that lagged the benchmark due largely to concerns over rising jet fuel costs and a possible recessionary economic environment. Conversely, the Energy sector posted positive returns due to our holdings of offshore drilling rig equipment providers that benefited from increased spending on oil exploration and record backlogs for drilling rigs. Additionally, stock selection in the Food & Staples Retailing industry led to positive contributions.

The Fund is positioned to gain from active stock selection utilizing a combination of quantitative and fundamental research platforms that seek companies with faster, more consistent growth prospects at attractive valuations. We continue to favor the Machinery industry, with positions across multiple business lines including agricultural equipment providers and crane manufacturers. We believe that these businesses will benefit from strong global infrastructure spending and continued demand for global crop production stemming from the energy markets. Additionally, we were overweight the Computers & Peripherals industry, focusing on personal computer manufacturers such as Apple Computer, Inc. and Hewlett-Packard Co. Apple continued to benefit from increased Mac personal computer sales as well as anticipated sales growth in its iPod and iPhone product lines. We believe that Hewlett-Packard’s strong market share gains across multiple business lines, such as servers, PC’s, and printers, should result in meaningful earnings growth. Within the Financials sector, we are bullish on the Insurance industry, maintaining positions in Property & Casualty insurance providers with strong balance sheets and attractive valuations that could benefit from potential merger & acquisition activity. Finally of note, we are underweight the Pharmaceuticals industry due to limited upside and a lack of compelling near-term growth catalysts.

24

FI LARGE CAP GROWTH FUND

TOP TEN EQUITY HOLDINGS At December 31, 2007 INDUSTRY WEIGHTINGS At December 31, 2007

	% of Net Assets
Apple Computer, Inc.	6.3	%
Hewlett-Packard Co.	4.8
Cisco Systems, Inc.	4.4
Microsoft Corp.	4.2
National-Oilwell, Inc.	3.6
Nike, Inc.	3.4
AGCO Corp.	3.3
Wal-Mart Stores, Inc.	3.1
The Walt Disney Co.	3.1
Monsanto Co.	3.0

	% of Net Assets
Computers & Peripherals	11.3	%
Food & Staples Retailing	7.6
Machinery	7.3
Communications Equipment	7.2
Health Care Providers & Services	6.2
Media	4.9
Aerospace & Defense	4.8
Oil & Gas-Exploration & Production	4.7
Energy Equipment & Services	4.7
Semiconductors & Semiconductor Equipment	4.4
Software	4.2
Textiles, Apparel & Luxury Goods	3.9
Biotechnology	3.4
Insurance	3.4
Chemicals	3.0
Capital Markets	2.8
Pharmaceuticals	2.7
Diversified Telecommunication Services	2.3
Construction & Engineering	1.7
Short Term Investment	1.7
Electric Utilities	1.6
Internet Software & Services	1.4
Life Sciences Tools & Services	1.3
Hotels Restaurants & Leisure	1.3
Specialty Retail	1.1
Tobacco	1.0
Metals & Mining	0.9
Liabilities in excess of other assets	(0.8	)
	100.0	%

25

FI LARGE CAP GROWTH FUND

Comparison of Change in Value of a $10,000 Investment in the FI Large Cap Growth Fund – Initial Class and the Russell 1000 Growth Index

Comparison of Change in Value of a $10,000 Investment in the FI Large Cap Growth Fund – Service Class and the Russell 1000 Growth Index

26

FI LARGE CAP GROWTH FUND

Total Returns for Period Ended December 31, 2007**

Initial Class Shares	One Year		Three Years	Five Years	Life of Fund***
FI Large Cap Growth Fund	N/A		N/A	N/A	6.88	%
Russell 1000 Growth Index*	N/A		N/A	N/A	9.18	%
Service Class Shares
FI Large Cap Growth Fund	6.78	%	N/A	N/A	3.88	%
Russell 1000 Growth Index*	(0.17	)%	N/A	N/A	9.38	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The Russell 1000 Growth Index is an unmanaged index that measures the performance of those Russell 1000 Index securities with higher price-to-book ratios and higher forecasted growth values, representative of U.S. securities exhibiting growth characteristics. The Russell 1000 Index includes the largest 1000 securities in the Russell 3000 Index, based on market cap. The Russell 3000 Index consists of the 3000 largest and most liquid stocks based and traded in the U.S.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the FI Large Cap Growth Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost.

***Initial Class Shares for the period from April 2, 2007 (commencement of operations) to December 31, 2007. Service Class Shares for the period from May 1, 2006 (commencement of operations) to December 31, 2007.

27

MANAGEMENT’S DISCUSSION & ANALYSIS

BLUE CHIP MID CAP FUND (subadvised by Wellington Management Co., LLP)

US equity markets rose in the first half of the year as better-than-expected corporate earnings and M & A activity offset concerns of both rising interest rates and a persisting US housing slump. In the third quarter, credit concerns and the deteriorating housing environment weighed on equities, but markets rebounded somewhat as actions by the Federal Reserve helped allay fears of a recession. However, markets succumbed to a loss in the fourth quarter amid continued evidence of mounting subprime-related profit write-downs and a slowing US economy.

During the twelve-month period ended December 31, 2007, investor preferences reversed from last year, shifting to mid cap [7.98%] and large cap shares [5.49%] versus small cap stocks [-1.56%] when measured by the S&P MidCap 400, S&P 500, and Russell 2000 Indexes respectively. Growth stocks [+11.42%] outperformed value [-7.27%] during the period, as measured by the Russell Midcap Growth and Russell 2500 Value indices. Within the S&P MidCap 400 Index, Energy and Materials were the best-performing sectors, while Financials and Consumer Discretionary were the only sectors to post negative returns.

Positive security selection was the primary driver of the Fund’s outperformance, although sector allocation also played a positive role. The Fund benefited from particularly strong stock selection within the Consumer Discretionary, Materials, and Health Care sectors, which more than offset the negative stock selection in the Information Technology and Industrials sectors. The Fund’s underweight allocation to the weakest performing Financials sector positively contributed to performance, as did its overweight allocation to the strong performing Industrials sector. Detracting modestly from performance was our underweight position in the top-performing Energy sector.

Foster Wheeler, Ltd., Potash Corp., and GlobalSantaFe Corp. were among the top relative and absolute contributors to performance for 2007. Global engineering and construction services company Foster Wheeler rose based on strong management execution and significant exposure to fast-growing international end markets and the strong power generation project spending cycle. Favorable agricultural demand trends spurred a sharp stock price appreciation in Canadian fertilizer and feed products company Potash. Shares of energy holding GlobalSantaFe were up due to growth in energy demand, coupled with supply constraints. Industrial parts manufacturer Precision Castparts Corp. was also a top absolute contributor for the year. We continue to hold stock in this company, as well as in Foster Wheeler, but sold our positions in Potash and GlobalSantaFe as the stocks approached our valuation targets.

Top detractors on a relative and absolute basis included information technology holdings Network Appliance, Inc. and MoneyGram International, Inc. Shares of enterprise storage company, Network Appliance, fell due to concerns that the firm may not meet investors’ lofty growth expectations. However, business trends and free cash flow growth remain strong, and we continue to hold the stock. Global payment services company MoneyGram International declined with lower earnings and concerns about the value of mortgage securities in the firm’s portfolio. We exited our position. We also eliminated our position in retail and institutional trading and financial services company E*TRADE Financial Corp. The company’s shares fell on credit concerns regarding its mortgage and home equity portfolios.

During the period, we increased the overweight to the Information Technology sector by adding new positions in software & services companies VeriSign, Inc. and The Western Union Co. We added to Materials holdings with a new purchase in Cleveland-Cliffs, Inc. We reduced our overweight to Industrials, eliminating capital goods firm American Standard after it successfully initiated plans to divest divisions.

Sector exposure is predominantly a fall-out of stock selection. At year-end our largest overweights relative to the S&P MidCap 400 Index were to the Information Technology and Industrials sectors, while the largest underweights were to Financials and Utilities.

28

BLUE CHIP MID CAP FUND

TOP TEN EQUITY HOLDINGS At December 31, 2007 INDUSTRY WEIGHTINGS At December 31, 2007

	% of Net Assets
Beckman Coulter, Inc.	1.9	%
Republic Services, Inc.	1.8
Cleveland-Cliffs, Inc.	1.7
Western Union Co./the	1.6
Forest Oil Corp.	1.6
CF Industries Holdings, Inc.	1.6
SUPERVALU, Inc.	1.5
Community Health Systems, Inc.	1.5
Foster Wheeler, Ltd.	1.5
VeriSign, Inc.	1.5

	% of Net Assets
Software	7.1	%
Commercial Services & Supplies	7.0
Oil & Gas-Consumable Fuels	6.6
Specialty Retail	4.7
Health Care Providers & Services	4.6
Capital Markets	4.2
Metals & Mining	4.1
Machinery	3.8
Chemicals	3.4
Health Care Equipment & Supplies	3.3
Semiconductors & Semiconductor Equipment	3.2
Food & Staples Retailing	3.0
Pharmaceuticals	2.7
Biotechnology	2.6
Road & Rail	2.5
Internet Software & Services	2.5
Electric Utilities	2.5
Construction & Engineering	2.1
Textiles & Apparel	2.1
Computers & Peripherals	2.1
Aerospace & Defense	2.0
Electronic Equipment & Instruments	2.0
Communications Equipment	1.8
Energy Equipment & Services	1.8
Household Durables	1.7
Insurance	1.6
IT Services	1.6
Household Products	1.5
Life Sciences Tools & Services	1.5
Gas Utilities	1.2
Distributors	1.1
Air Freight & Logistics	1.1
Diversified Consumer Services	1.0
Media	1.0
Commercial Banks	0.8
Containers & Packaging	0.7
Auto Components	0.7
Real Estate Management & Development	0.7
Wireless Telecommunication Services	0.7
REITS	0.6
Hotels Restaurants & Leisure	0.5
Diversified Financial Services	0.3
Short Term Investment	0.1
Liabilities in excess of other assets	(0.1	)
	100.0	%

29

BLUE CHIP MID CAP FUND

Comparison of Change in Value of a $10,000 Investment in the Blue Chip Mid Cap Fund  –  Initial Class and the S&P MidCap 400 Index

Total Returns for Periods Ended December 31, 2007**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Blue Chip Mid Cap Fund	15.41	%	14.41	%	18.81	%	14.52	%
S&P MidCap 400 Index*	7.98	%	10.27	%	16.19	%	11.09	%

*The performance data of the index has been prepared from sources and data that the investment adviser believes to be reliable, but no representation is made as to their accuracy. The index is unmanaged and has no fees or costs. The Standard & Poor’s MidCap 400 Index is a capitalization-weighted index that measures the mid-range sector of the U.S. stock market.

**Performance data is historical and includes changes in share price and reinvestment of income dividends and capital gains distributions. Past performance does not indicate future results. Performance numbers are net of all operating expenses, but do not include any insurance charges imposed in connection with your variable insurance contract. In addition, the investment adviser reduced its management fee and/or reimbursed certain other expenses during these periods. If this performance information included the effect of the insurance charges and the fees and expenses assumed by the investment adviser, performance numbers would be lower. The value of an investment in the Blue Chip Mid Cap Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from September 1, 1999 (commencement of operations) to December 31, 2007.

30

EXPENSE INFORMATION

December 31, 2007 (Unaudited)

Information About Your Fund’s Expenses

All mutual funds incur ongoing operating expenses, including management fees and administrative services, among others. The following tables are intended to increase your understanding of the ongoing costs of investing in each Fund. The following examples are based on the investment of $1,000 at the beginning of the period and held for the entire period, July 1, 2007 to December 31, 2007. Expense information does not include any insurance charges imposed in connection with your variable insurance contract.

Actual Expenses: The first section of each table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading “Expenses Paid During the Period”.

Hypothetical (5% annual return before expenses): The second section of each table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the actual return of the Fund. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. However, you may use this information to compare the ongoing costs of investing in the Funds with the hypothetical examples that appear in the shareholder reports of other mutual funds.

Expense Information

All Cap Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	916.70	$	4.35
Service Class	$	1,000.00	$	915.40	$	5.55
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.67	$	4.58
Service Class	$	1,000.00	$	1,019.41	$	5.85

Money Market Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,023.80	$	2.55
Service Class	$	1,000.00	$	1,022.50	$	3.82
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,022.68	$	2.55
Service Class	$	1,000.00	$	1,021.42	$	3.82

Investment Grade Bond Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,029.90	$	3.84
Service Class	$	1,000.00	$	1,028.60	$	5.11
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,021.42	$	3.82
Service Class	$	1,000.00	$	1,020.16	$	5.09

Real Estate Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	914.40	$	5.31
Service Class	$	1,000.00	$	913.30	$	6.51
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,019.66	$	5.60
Service Class	$	1,000.00	$	1,018.40	$	6.87

31

EXPENSE INFORMATION (Continued)

December 31, 2007 (Unaudited)

Davis Venture Value Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	975.70	$	4.48
Service Class	$	1,000.00	$	973.30	$	5.72
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.67	$	4.58
Service Class	$	1,000.00	$	1,019.41	$	5.85
FI Large Cap Growth Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,032.60	$	4.15
Service Class	$	1,000.00	$	1,031.60	$	5.43
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,021.12	$	4.13
Service Class	$	1,000.00	$	1,019.86	$	5.40

Oppenheimer Main Street Small Cap Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	898.30	$	4.78
Service Class	$	1,000.00	$	897.40	$	5.98
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.16	$	5.09
Service Class	$	1,000.00	$	1,018.90	$	6.36
Blue Chip Mid Cap Fund
Actual	Beginning Account Value 7/1/2007		Ending Account Value 12/31/2007		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	990.70	$	5.02
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.16	$	5.09

* For each class of the Fund, expenses are equal to the six-month annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period divided by the number of days in the year. The six-month annualized expense ratio was 0.90%, 1.15%, 0.75%, 1.00%, 0.50%, 0.75%, 1.10%, 1.35%, 0.90%, 1.15%, 1.00%, 1.25%, 0.81%, 1.06% and 1.00% for the All Cap Fund – Initial Class, All Cap Fund – Service Class, Investment Grade Bond Fund – Initial Class, Investment Grade Bond Fund – Service Class, Money Market Fund – Initial Class, Money Market Fund – Service Class, Real Estate Fund – Initial Class, Real Estate Fund – Service Class, Davis Venture Value Fund – Initial Class, Davis Venture Value Fund – Service Class, Oppenheimer Main Street Small Cap Fund – Initial Class, Oppenheimer Main Street Small Cap Fund – Service Class, FI Large Cap Growth Fund – Initial Class, FI Large Cap Growth Fund – Service Class, and Blue Chip Mid Cap Fund – Initial Class, respectively.

32

ALL CAP FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 95.3%
AEROSPACE & DEFENSE – 3.8%
AerCap Holdings*	5,422	$	113,157
Honeywell International, Inc.	2,306		141,980
The Boeing Co.	1,388		121,395
United Technologies Corp.	1,697		129,888
			506,420
AIR FREIGHT & LOGISTICS – 0.6%
FedEx Corp.	864		77,043
BEVERAGES – 2.9%
Anheuser-Busch Cos., Inc.	2,364		123,732
Coca-Cola Co	2,194		134,646
PepsiCo, Inc.	1,664		126,297
			384,675
BIOTECHNOLOGY – 0.7%
Amgen, Inc.*	2,115		98,221
CAPITAL MARKETS – 2.0%
Merrill Lynch & Co., Inc.	1,561		83,795
The Goldman Sachs Group, Inc.	844		181,502
			265,297
CHEMICALS – 1.7%
E.I. du Pont de Nemours & Co.	2,428		107,050
The Dow Chemical Co.	2,971		117,117
			224,167
COMMERCIAL BANKS – 3.0%
Wachovia Corp.	5,425		206,313
Wells Fargo & Co.	6,641		200,492
			406,805
COMMUNICATIONS EQUIPMENT – 9.5%
Acme Packet, Inc.*	36,256		456,463
Bookham, Inc*	54,633		130,026
MRV Communications, Inc.*	144,169		334,472
Opnext, Inc.*	15,055		133,237
Tellabs, Inc.*	33,759		220,784
			1,274,982
COMPUTERS & PERIPHERALS – 7.0%
Brocade Communications Systems, Inc.*	34,834		255,682
Concurrent Computer Corp*	108,275		89,868
International Business Machines Corp.	1,443		155,988
Rackable Systems, Inc.*	43,426		434,260
			935,798

	Shares	Value
CONSUMER FINANCE – 1.0%
American Express Co.	2,676	$	139,206
DIVERSIFIED FINANCIAL SERVICES – 4.1%
Bank of America Corp.	7,809		322,200
JPMorgan Chase & Co.	5,268		229,948
			552,148
DIVERSIFIED TELECOMMUNICATION SERVICES – 3.0%
AT&T, Inc.	6,513		270,680
Verizon Communications, Inc.	2,982		130,284
			400,964
ELECTRIC UTILITIES – 2.0%
Duke Energy Corp.	6,376		128,604
Exelon Corp.	1,646		134,379
			262,983
FOOD & STAPLES RETAILING – 1.7%
CVS Caremark Corp.	3,380		134,355
Wal-Mart Stores, Inc.	2,094		99,528
			233,883
FOOD PRODUCTS – 0.3%
Kraft Foods, Inc.	1,181		38,536
HEALTH CARE EQUIPMENT & SUPPLIES – 6.3%
Boston Scientific Corp.*	19,650		228,530
Clinical Data, Inc.*	27,750		617,437
			845,967
HEALTH CARE PROVIDERS & SERVICES – 3.7%
Tenet Healthcare Corp.*	43,214		219,527
UnitedHealth Group, Inc.	2,631		153,124
WellPoint, Inc.*	1,332		116,857
			489,508
HEALTH CARE TECHNOLOGY – 0.9%
Merge Technologies, Inc.*	103,449		123,104
HOTELS RESTAURANTS & LEISURE – 0.6%
Cosi, Inc.*	37,956		85,021
HOUSEHOLD PRODUCTS – 2.4%
Kimberly-Clark Corp.	1,681		116,560
The Procter & Gamble Co.	2,764		202,933
			319,493

See Notes to Financial Statements.

33

ALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Shares	Value
INDUSTRIAL CONGLOMERATES – 3.3%
3m Co.	1,436	$	121,083
General Electric Co.	8,596		318,654
			439,737
INSURANCE – 1.4%
Lincoln National Corp	1,687		98,217
The Allstate Corp.	1,800		94,014
			192,231
INTERNET & CATALOG RETAIL – 1.2%
Drugstore.com*	46,829		154,536
LEISURE EQUIPMENT & PRODUCTS – 1.5%
Eastman Kodak Co.	3,417		74,730
Mattel, Inc.	6,485		123,474
			198,204
MEDIA – 3.4%
Comcast Corp. Class A*	5,071		92,596
The Walt Disney Co.	3,600		116,208
Time Warner, Inc.	6,480		106,985
Viacom, Inc.*	3,037		133,385
			449,174
MULTI-UTILITIES – 0.9%
Dominion Resources, Inc.	2,412		114,449
MULTILINE RETAIL – 1.0%
Macy’s, Inc.	3,232		83,612
Tuesday Morning Corp.	10,795		54,731
			138,343
OIL & GAS-EXPLORATION & PRODUCTION – 8.7%
ChevronTexaco Corp.	2,828		263,937
ConocoPhillips	1,323		116,821
Exxon Mobil Corp.	4,516		423,104
Massey Energy Co.	10,047		359,180
			1,163,042
PAPER & FOREST PRODUCTS – 1.0%
Domtar Corp.*	16,701		128,431

* Non-income producing security

	Shares	Value
PHARMACEUTICALS – 7.9%
Abbott Laboratories	1,771	$	99,442
Bristol-Myers Squibb Co.	4,490		119,075
Eli Lilly & Co.	1,851		98,825
Johnson & Johnson	2,727		181,891
Merck & Co., Inc.	2,820		163,870
Pfizer, Inc.	6,437		146,313
Schering-Plough Corp.	4,732		126,060
Wyeth	2,632		116,308
			1,051,784
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 3.2%
Analog Devices, Inc.	3,613		114,532
Broadcom Corp.*	3,907		102,129
Marvell Technology Group, Ltd.*	14,941		208,875
			425,536
SOFTWARE – 1.1%
Microsoft Corp.	4,322		153,863
SPECIALTY RETAIL – 1.8%
Best Buy Co., Inc.	2,789		146,841
Lowe’s Cos., Inc.	4,174		94,416
			241,257
TOBACCO – 1.0%
Altria Group, Inc.	1,706		128,941
WIRELESS TELECOMMUNICATION SERVICES – 0.7%
Sprint Nextel Corp.	6,827		89,639
Total Common Stocks (cost $13,111,884)			12,733,388
SHORT TERM INVESTMENT – 3.5%
MUTUAL FUNDS – 3.5%
Federated Prime Obligation Fund (cost $463,863)	463,863		463,863
TOTAL INVESTMENTS – 98.8% (cost $13,575,747)			13,197,251
Other assets less liabilities – 1.2%			154,729
NET ASSETS – 100.0%		$	13,351,980

See Notes to Financial Statements.

34

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Principal Amount (000)		Value
ASSET BACKED SECURITIES – 0.7%
Airplanes Pass Through Trust Series D (1) 10.88%, 3/15/12	$	494	$	0
Peco Energy Transition Trust 6.13%, 3/1/09		481		483,806
Total Asset Backed Securities (cost $813,742)				483,806
CORPORATE DEBT OBLIGATIONS – 45.4%
AUTOMOTIVE – 0.6%
Ford Motor Credit Co. 8.00%, 12/15/16		500		424,706
BANKS – 2.2%
HBOS PLC (2) 5.92%, 10/1/15		500		436,112
Huntington Capital 6.65%, 5/15/37		300		256,246
Icici Bank, Ltd. (2) 6.38%, 4/30/22		300		271,565
Washington Mutual Preferred Funding Trust (2) 6.53%, 3/15/11		750		463,072
				1,426,995
BROKERAGE – 2.7%
Jefferies Group, Inc. 6.25%, 1/15/36		500		446,933
Lehman Brothers Holdings, Inc. 5.75%, 5/17/13		500		502,772
Merrill Lynch & Co., Inc. 5.70%, 5/2/17		400		381,238
Morgan Stanley 4.75%, 4/1/14		500		468,427
				1,799,370
BUILDING MATERIALS – 1.6%
C10 Capital Spv., Ltd. (2) 6.72%, 12/31/16		650		598,234
Owens Corning, Inc. 6.50%, 12/1/16		500		457,869
				1,056,103
CABLE – 0.9%
Time Warner Entertainment Co. 10.15%, 5/1/12		500		587,731

	Principal Amount (000)		Value
DIVERSIFIED MANUFACTURING – 1.1%
General Electric Co. 5.25%, 12/6/17	$	700	$	698,506
ELECTRIC UTILITIES – 2.5%
Allegheny Energy Supply Co. LLC (2) 8.25%, 4/15/12		750		800,625
Nisource Finance Corp. 6.40%, 3/15/18		650		648,538
PSEG Energy Holdings, Inc. 8.50%, 6/15/11		200		208,423
				1,657,586
ELECTRONICS – 0.9%
Sanmina-sci Corp. (2) 7.74%, 6/15/10		599		597,502
FINANCIAL SERVICES – 5.4%
Allied Capital Corp. 6.00%, 4/1/12		500		449,642
American Capital Strategies Ltd 6.85%, 8/1/12		650		655,125
Capital One Capital III 7.69%, 8/15/36		700		569,214
CIT Group Funding Co. 4.65%, 7/1/10		350		332,857
Countrywide Financial Corp 6.25%, 5/15/16		325		187,060
Discover Financial Services (2) 6.45%, 6/12/17		650		625,895
General Motors Acceptance Corp. 7.00%, 2/1/12		300		254,528
Noble Group, Ltd. (2) 6.63%, 3/17/15		500		467,124
				3,541,445
FOOD, BEVERAGES & RESTAURANTS – 0.9%
Delhaize Group (2) 6.50%, 6/15/17		600		613,816
GAMING – 1.9%
Caesars Entertainment, Inc. 7.00%, 4/15/13		200		228,812
Mashantucket Western Pequot Tribe (2) 8.50%, 11/15/15		1,000		1,005,000
				1,233,812

See Notes to Financial Statements.

35

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Principal Amount (000)		Value
GAS & PIPELINE UTILITIES – 3.7%
Dynegy Holdings, Inc. 6.88%, 4/1/11	$	115	$	110,975
Enterprise Products Operating LP 7.03%, 1/15/68		1,000		906,445
Southern Natural Gas Co. (2) 5.90%, 4/1/17		500		491,784
Southern Union Co. 7.20%, 11/1/66		380		373,760
Transcanada Pipelines, Ltd. 6.35%, 5/15/67		600		562,368
				2,445,332
HEALTH CARE-FACILITIES – 1.2%
Covidien International Finance (2) 6.00%, 10/15/17		800		827,787
HEALTH SERVICES – 0.8%
Humana, Inc. 6.45%, 6/1/16		500		503,829
HOME CONSTRUCTION – 0.9%
KB Home & Broad Home Corp. 6.38%, 8/15/11		650		594,750
INSURANCE – 2.9%
Assured Guaranty US Holdings, Inc. 6.40%, 12/15/66		600		563,669
Liberty Mutual Group, Inc. (2) 7.80%, 3/15/37		750		667,138
Prudential Financial, Inc. 6.00%, 12/1/17		700		697,113
				1,927,920
METALS – 2.0%
United States Steel Corp. 6.05%, 6/1/17		700		657,883
Vale Overseas, Ltd. 6.88%, 11/21/36		650		657,547
				1,315,430
OIL – 0.6%
Pemex Finance, Ltd. 9.03%, 2/15/11		390		412,425

	Principal Amount (000)		Value
PAPER – 0.9%
Abitibi-Consolidated, Inc. 5.25%, 6/20/08	$	650	$	622,375
REFINING – 0.7%
Tesoro Corp. 6.50%, 6/1/17		500		495,000
REITS – 4.5%
Commercial Net Lease Realty 6.25%, 6/15/14		550		571,366
7.13%, 3/15/08		600		602,849
Realty Income Corp. 6.75%, 8/15/19		500		515,809
Reckson Operating Partnership 5.15%, 1/15/11		700		705,610
Simon Property Group LP 5.75%, 5/1/12		550		553,290
				2,948,924
RETAIL – 2.1%
Controladora Commercial Mexicana S.A. de C.V. 6.63%, 6/1/15		600		620,880
Home Depot, Inc. 5.88%, 12/16/36		450		379,755
JC Penney Corp., Inc. 5.75%, 2/15/18		425		399,209
				1,399,844
SOFTWARE – 1.1%
Fiserv, Inc. 6.80%, 11/20/17		700		716,086
TELECOMMUNICATIONS – 3.3%
Intelsat 6.50%, 11/1/13		260		189,150
Rogers Wireless, Inc. 8.00%, 12/15/12		1,000		1,043,308
Sprint Capital Corp. 6.90%, 5/1/19		400		397,347
Telecom Italia Capital 4.95%, 9/30/14		600		577,849
				2,207,654
Total Corporate Debt Obligations (cost $31,266,517)				30,054,928

See Notes to Financial Statements.

36

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Principal Amount (000)		Value
COMMERCIAL MORTGAGE BACKED SECURITIES – 8.7%
Bear Stearns Commercial Mortgage Securities 5.79%, 9/11/42	$	1,000	$	1,017,710
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-C1 Class A3 5.23%, 7/15/44		750		749,118
Commercial Mortgage Asset Trust Series 1999-C1 Class F (2) 6.25%, 1/17/32		400		426,111
CS First Boston Mortgage Securities Corp. Series 2000-C1 Class A2 7.55%, 4/15/62		400		418,061
GMAC Commercial Mortgage Securities, Inc. Series 2003-C1 Class A2 4.08%, 5/10/36		800		770,343
GMAC Commercial Mortgage Securities, Inc. Series 2003-C1 Class A2 4.22%, 4/10/40		220		218,579
Greenwich Capital Commercial Funding Corp. Series 2005-GG3 Class A4 4.80%, 8/10/42		200		192,407
GS Mortgage Securities Corp. Series 2005-GG4 Class AJ 4.78%, 7/10/39		700		636,350
JP Morgan Chase Commercial Mortgage Series 2005 LDP5 Mortgage Certificate Class A3 5.21%, 12/15/44 (4)		550		548,240
JP Morgan Chase Commercial Mortgage Securities Corp. 5.88%, 4/15/45 (4)		500		507,981
Wachovia Bank Commercial Mortgage Trust Series 2003-C9 Class A2 3.96%, 12/15/35		235		232,791
Total Commercial Mortgage Backed Securities (cost $5,705,655)				5,717,691

	Principal Amount (000)		Value
U.S. GOVERNMENT AGENCY OBLIGATIONS – 45.2%
Federal Home Loan Mortgage
5.00%, 9/1/19	$	324	$	324,916
5.00%, 11/1/19		612		613,213
5.50%, 10/1/17		174		176,694
5.50%, 11/1/17		337		341,387
5.50%, 9/15/28		600		610,384
5.50%, 6/1/33		338		338,341
5.50%, 3/1/36		443		438,142
5.50%, 9/1/37		1,987		1,983,049
6.00%, 1/1/17		83		85,223
6.00%, 2/1/29		20		20,270
6.00%, 8/1/37		979		993,795
6.50%, 10/1/16		44		45,785
6.50%, 11/1/16		5		5,586
6.50%, 9/1/34		293		301,888
6.50%, 4/1/35		172		177,427
6.73%, 8/1/32		104		104,686
7.00%, 11/1/29		27		28,521
7.00%, 1/1/31		13		13,420
7.00%, 4/1/31		5		5,099
7.00%, 8/1/31		158		166,043
7.50%, 3/1/30		7		7,152
7.50%, 12/1/30		17		18,061
Federal National Mortgage Assn.
4.50%, 6/1/19		1,203		1,182,811
5.00%, 6/1/18		402		402,808
5.00%, 7/1/20		998		999,108
5.00%, 10/1/20		376		375,984
5.00%, 12/1/20		236		236,379
5.00%, 10/1/35		54		53,064
5.00%, 5/1/36		2,105		2,022,785
5.00%, 7/1/36		631		615,962
5.05%, 4/28/15		1,000		1,002,402
5.50%, 3/1/22		466		472,234
5.50%, 12/1/32		1,162		1,163,626
5.50%, 6/1/35		1,237		1,236,705
5.50%, 8/1/35		794		793,667
5.50%, 6/1/37		2,438		2,435,389
5.50%, 7/1/37		1,487		1,485,240
6.00%, 12/1/13		3		2,906
6.00%, 11/1/16		21		21,308
6.00%, 1/25/32		3,032		3,098,344
6.00%, 8/1/34		414		421,379
6.00%, 12/1/36		924		938,851

See Notes to Financial Statements.

37

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Principal Amount (000)		Value
6.00%, TBA (5)	$	1,000	$	1,014,805
8.00%, 8/1/30		4		4,529
Government National Mortgage Assn.
6.00%, 8/15/16		52		53,670
6.00%, TBA		450		459,144
6.50%, 9/15/31		86		89,127
6.50%, 3/15/32		91		94,681
6.50%, 9/15/32		118		122,705
6.50%, 10/15/32		124		128,651
7.00%, 12/15/14		29		30,284
7.00%, 2/15/28		20		21,325
7.50%, 3/15/30		3		3,571
7.50%, 9/15/30		36		38,480
U.S. Treasury Notes (3)
1.88%, 7/15/13		1,138		1,172,179
2.00%, 1/15/14		283		291,970
4.63%, 2/15/17		600		627,282
Total U.S. Government Agency Obligations (cost $29,533,462)				29,912,437

	Shares	Value
SHORT TERM INVESTMENTS – 1.6%
MUTUAL FUNDS – 1.6%
Federated Prime Obligation Fund	1,042,698	$	1,042,698
SSGA Money Market Fund	7		7
			1,042,705
Total Short Term Investments (cost $1,042,705)			1,042,705
TOTAL INVESTMENTS – 101.6%
(cost $68,362,081)			67,211,567
Liabilities in excess of other assets – (1.6)%			(1,056,207	)
NET ASSETS – 100.0%		$	66,155,360

(1) Security is in default.

(2) Eligible for resale under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2007 these securities amounted to $8,291,765, representing 12.53% of net assets.

(3) Security or a portion of the security has been designated as collateral for TBA securities.

(4) Variable rate security. The interest rate shown reflects the rate in effect as of December 31, 2007.

(5) Security purchased on a delayed delivery basis.

TBA = to be announced

See Notes to Financial Statements.

38

MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Principal Amount (000)		Value
COMMERCIAL PAPER – 98.3%
American Express Credit Corp.
4.75%, 1/16/08	$	3,400	$	3,393,271
American General Finance Corp. (1)
5.03%, 2/1/08		5,270		5,247,174
Bankamerica Corp.
4.82%, 2/11/08		2,200		2,187,923
5.00%, 1/11/08		2,000		1,997,222
5.02%, 1/11/08		1,030		1,028,564
Barclays U.S. Funding
4.87%, 1/3/08		1,300		1,299,648
5.10%, 1/18/08		200		199,518
CIT Group, Inc. (1)
5.70%, 1/16/08		1,750		1,745,844
5.70%, 1/18/08		1,000		997,308
5.70%, 1/22/08		2,500		2,491,688
Citigroup Funding, Inc.
4.65%, 1/14/08		5,000		4,991,604
Coca Cola Co. (1)
4.69%, 1/7/08		2,845		2,842,776
Dupont (E.I.) De Nemours & Co. (1)
4.18%, 1/18/08		5,200		5,189,736
FCAR Owner Trust
5.56%, 3/17/08		5,220		5,158,729
General Electric Capital Corp.
4.38%, 2/22/08		1,000		993,673
4.54%, 4/10/08		1,000		987,389
4.65%, 3/6/08		1,400		1,388,246
Goldman Sachs Group
4.80%, 1/18/08		5,200		5,188,213
Harley Davidson (1)
4.48%, 2/27/08		4,000		3,971,627
HSBC Finance Corp.
4.60%, 3/12/08		3,125		3,096,649
4.70%, 3/7/08		2,075		2,057,120
KFW International Finance, Inc. (1)
4.25%, 2/8/08		1,600		1,592,822
4.50%, 1/4/08		3,500		3,498,688
Merrill Lynch & Co., Inc.
5.03%, 1/10/08		200		199,749
5.17%, 2/28/08		5,000		4,958,353
Morgan Stanley Dean Witter & Co.
5.02%, 5/19/08		3,000		2,941,852
5.40%, 1/2/08		2,135		2,134,680
National Rural Utilities Cooperative Finance Corp.
4.25%, 1/23/08		200		199,481
4.58%, 1/15/08		5,000		4,991,094

	Principal Amount (000)		Value
Prudential Funding LLC
4.64%, 1/24/08	$	1,100	$	1,096,739
4.79%, 1/14/08		3,225		3,219,422
Rabobank USA Financial Corp.
4.55%, 1/4/08		5,000		4,998,104
Societe Generale North America
5.14%, 1/15/08		5,395		5,384,216
State Street Corp.
4.52%, 1/4/08		5,300		5,298,004
The Procter & Gamble Co. (1)
4.22%, 1/25/08		5,000		4,985,933
Thunder Bay Funding (1)
5.90%, 1/8/08		4,400		4,394,952
5.95%, 1/10/08		700		698,959
Toyota Credit de Puerto Rico
4.39%, 3/26/08		2,000		1,979,269
4.81%, 1/28/08		1,850		1,843,326
4.88%, 2/14/08		1,395		1,386,680
UBS Finance, Inc.
4.66%, 3/20/08		4,000		3,959,139
4.67%, 1/30/08		1,253		1,248,291
United Parcel Service
4.42%, 1/7/08		5,000		4,996,317
Wal Mart Stores, Inc. (1)
4.65%, 1/23/08		2,730		2,722,242
Wells Fargo & Co.
4.30%, 1/17/08		3,500		3,493,311
Total Commercial Paper (amortized cost $128,675,545)				128,675,545
	Shares
MUTUAL FUNDS – 1.7%
Federated Prime Obligation Fund		2,181,833		2,181,833
SSGA Money Market Fund		1,507		1,507
Total Mutual Funds (cost $2,183,340)				2,183,340
TOTAL INVESTMENTS – 100.0%
(cost $130,858,885)				130,858,885
Liabilities in excess of other assets – 0.0%				(7,413	)
NET ASSETS – 100.0%			$	130,851,472

(1) Security exempt from registration under Section 4(2) of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2007 these securities amounted to $40,379,749, representing 30.85% of net assets.

See Notes to Financial Statements.

39

REAL ESTATE FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Shares	Value
REAL ESTATE INVESTMENT TRUSTS – 93.6%
APARTMENTS – 10.0%
AvalonBay Communities, Inc.	73,047	$	6,876,644
BRE Properties, Inc.	167,511		6,789,221
Equity Residential Properties Trust	166,717		6,080,169
GMH Communities Trust	1,140,213		6,293,976
			26,040,010
DIVERSIFIED – 7.4%
Lexington Corporate Properties Trust	598,114		8,696,578
Vornado Realty Trust	119,821		10,538,257
			19,234,835
HEALTH CARE EQUIPMENT & SERVICES – 18.4%
HCP, Inc.	239,596		8,333,149
Medical Properties Trust, Inc.	639,493		6,516,434
Nationwide Health Properties, Inc.	214,928		6,742,291
Tenet Healthcare Corp.*	1,703,224		8,652,378
Ventas, Inc.	388,469		17,578,222
			47,822,474
HOTELS & RESTAURANTS – 2.2%
Host Marriott Corp.	333,503		5,682,891
OFFICE – 12.4%
Alexandria Real Estate Equities, Inc.	115,715		11,764,744
Douglas Emmett, Inc.	82,516		1,865,687
Highwoods Properties, Inc.	286,211		8,408,879
SL Green Reality Corp.	110,987		10,372,845
			32,412,155
REGIONAL MALLS – 17.7%
General Growth Properties, Inc.	180,599		7,437,067
Macerich Co.	159,258		11,316,873
Pennsylvania Real Estate Investment	354,250		10,514,140
Simon Property Group, Inc.	195,243		16,958,807
			46,226,887
SHOPPING CENTERS – 9.5%
Developers Diversified Realty Corp.	190,965		7,312,050
Kimco Realty Corp.	277,558		10,103,111
Regency Centers Corp.	113,484		7,318,583
			24,733,744

* Non-income producing security

	Shares		Value
STORAGE – 2.7%
Public Storage, Inc.		94,417	$	6,931,152
TIMBER & FOREST PRODUCTS – 5.2%
Plum Creek Timber Co., Inc.		292,928		13,486,405
WAREHOUSE & INDUSTRIAL – 8.1%
Eastgroup Properties, Inc.		177,338		7,421,596
ProLogis Trust		217,100		13,759,798
				21,181,394
Total Real Estate Investment Trusts (cost $243,478,919)				243,751,947
	Principal Amount (000)
SHORT TERM INVESTMENTS – 5.6%
COMMERCIAL PAPER – 2.3%
Goldman Sachs Group 4.80%, 01/18/2008	$	4,000		3,990,933
Merrill Lynch & Co. 4.83%, 01/14/2008		2,000		1,996,512
				5,987,445
	Shares
MUTUAL FUNDS – 3.3%
Federated Prime Obligation Fund		8,697,047		8,697,047
Total Short Term Investments (cost $14,684,492)				14,684,492
TOTAL INVESTMENTS – 99.2% (cost $258,163,411)				258,436,439
Other assets less liabilities –  0.8%				2,070,074
NET ASSETS – 100.0%			$	260,506,513

See Notes to Financial Statements.

40

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 96.4%
AIR FREIGHT & LOGISTICS – 0.5%
Toll Holdings, Ltd.	AU	10,319	$	103,744
United Parcel Services, Inc. Class B		4,800		339,456
				443,200
AUTOMOBILES – 1.2%
Harley-Davidson, Inc.		20,300		948,213
BEVERAGES – 2.3%
Diageo PLC ADR		12,800		1,098,624
Heineken Holding NV	NL	13,425		760,193
				1,858,817
CAPITAL MARKETS – 4.3%
Ameriprise Financial, Inc.		14,580		803,504
Bank Of New York Mellon Corp.		22,100		1,077,596
E*Trade Financial Corp.*		4,400		15,620
Merrill Lynch Private Placement		22,800		1,064,760
Morgan Stanley		6,800		361,148
State Street Corp.		2,100		170,520
				3,493,148
COMMERCIAL BANKS – 4.6%
Commerce Bancorp, Inc.		11,550		440,517
HSBC Holdings PLC	GB	24,084		403,668
Wachovia Corp.		32,020		1,217,721
Wells Fargo & Co.		53,800		1,624,222
				3,686,128
COMMERCIAL SERVICES & SUPPLIES – 1.0%
D & B Corp.		9,300		824,259
COMPUTERS & PERIPHERALS – 1.8%
Dell, Inc.*		33,800		828,438
Hewlett-Packard Co.		11,800		595,664
				1,424,102
CONSTRUCTION MATERIALS – 1.4%
Martin Marietta Materials, Inc.		4,800		636,480
Vulcan Materials Co.		6,000		474,540
				1,111,020

	Country Code**	Shares	Value
CONSUMER FINANCE – 4.1%
American Express Co.		62,200	$	3,235,644
Discover Financial Services		3,350		50,518
				3,286,162
CONTAINERS & PACKAGING – 1.5%
Sealed Air Corp.		51,300		1,187,082
DIVERSIFIED CONSUMER SERVICES – 0.8%
H&R Block, Inc.		34,300		636,951
DIVERSIFIED FINANCIAL SERVICES – 5.0%
Citigroup, Inc.		23,633		695,755
JPMorgan Chase & Co.		65,146		2,843,623
Moody’s Corp.		14,700		524,790
				4,064,168
ELECTRONIC EQUIPMENT & INSTRUMENTS – 1.8%
Agilent Technologies, Inc.*		13,000		477,620
Tyco Electronics Ltd		25,332		940,577
				1,418,197
ENERGY EQUIPMENT & SERVICES – 0.9%
Transocean, Inc.*		5,307		759,697
FOOD & STAPLES RETAILING – 7.7%
Costco Wholesale Corp.		54,400		3,794,944
CVS Caremark Corp.		28,545		1,134,664
Wal-Mart Stores, Inc.		27,700		1,316,581
				6,246,189
FOOD PRODUCTS – 0.2%
The Hershey Co.		3,400		133,960
HEALTH CARE EQUIPMENT & SUPPLIES – 1.4%
Covidien Ltd		26,412		1,169,787
HEALTH CARE PROVIDERS & SERVICES – 2.5%
Cardinal Health, Inc.		10,300		594,825
Express Scripts, Inc.*		7,980		582,540
UnitedHealth Group, Inc.		14,930		868,926
				2,046,291
HOUSEHOLD DURABLES – 0.2%
Hunter Douglas NV	NL	1,760		130,410

See Notes to Financial Statements.

41

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
HOUSEHOLD PRODUCTS – 1.2%
The Procter & Gamble Co.		12,900	$	947,118
INDUSTRIAL CONGLOMERATES – 1.3%
Tyco International Ltd		26,332		1,044,064
INSURANCE – 15.0%
Ambac Financial Group, Inc.		6,410		165,186
American International Group, Inc.		50,200		2,926,660
Aon Corp.		10,300		491,207
Berkshire Hathaway, Inc. Class A*		22		3,115,200
Loews Corp.		38,600		1,943,124
Markel Corp.*		140		68,754
MBIA, Inc.		5,800		108,054
Millea Holdings, Inc.	JP	17,500		590,565
Nipponkoa Insurance Co Ltd	JP	36,600		333,189
The Principal Financial Group, Inc.		4,300		296,012
The Progressive Corp.		66,000		1,264,560
Transatlantic Holdings, Inc.		11,087		805,692
				12,108,203
INTERNET & CATALOG RETAIL – 0.6%
Amazon.com, Inc.*		2,900		268,656
Liberty Media Corp – Interactive Series A*		11,000		209,880
				478,536
INTERNET SOFTWARE & SERVICES – 0.6%
Google, Inc., Class A*		660		456,377
IT SERVICES – 1.6%
Iron Mountain, Inc.*		34,950		1,293,849
MARINE – 0.6%
China Shipping Development Co., Ltd	HK	76,000		200,785
Kuehne & Nagel International AG	CH	3,000		287,506
				488,291

	Country Code**	Shares	Value
MEDIA – 5.4%
Comcast Corp. Class A Special*		92,200	$	1,670,664
Grupo Televisa Sa ADR		12,000		285,240
Lagardere S.C.A.	FR	5,000		374,943
Liberty Media Corp – Capital Series A*		2,240		260,938
News Corp., Class A		61,100		1,251,939
Virgin Media, Inc.	GB	14,152		242,565
WPP Group PLC ADR		3,600		231,444
				4,317,733
METALS & MINING – 0.6%
BHP Billiton PLC	GB	6,800		209,268
Rio Tinto PLC	GB	2,900		306,936
				516,204
MULTILINE RETAIL – 0.1%
Sears Holdings Corp.*		1,140		116,337
OIL & GAS-EXPLORATION & PRODUCTION – 14.8%
Canadian Natural Resources, Ltd.		13,700		1,002,018
China Coal Energy Co.	HK	213,100		670,942
ConocoPhillips		41,928		3,702,243
Devon Energy Corp.		24,400		2,169,404
EOG Resources, Inc.		20,800		1,856,400
Occidental Petroleum Corp.		33,100		2,548,369
				11,949,376
PERSONAL PRODUCTS – 0.4%
Avon Products, Inc.		8,950		353,794
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.3%
Hang Lung Group, Ltd.	HK	47,000		258,285
ROAD & RAIL – 0.1%
Asciano Group	AU	7,300		44,868
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 0.7%
Texas Instruments, Inc.		16,700		557,780
SOFTWARE – 2.5%
Microsoft Corp.		56,700		2,018,520
SPECIALTY RETAIL – 1.4%
Bed Bath & Beyond, Inc.*		13,300		390,887

See Notes to Financial Statements.

42

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
CarMax, Inc.*		23,700	$	468,075
Lowe’s Cos., Inc.		11,900		269,178
				1,128,140
TOBACCO – 3.7%
Altria Group, Inc.		39,100		2,955,178
TRANSPORTATION – 1.0%
China Merchants Holdings International Co., Ltd.	HK	99,366		619,333
Cosco Pacific, Ltd.	HK	83,300		220,071
				839,404
WIRELESS TELECOMMUNICATION SERVICES – 1.3%
SK Telecom Co., Ltd. ADR		14,800		441,632
Sprint Nextel Corp.		43,800		575,094
				1,016,726
Total Common Stocks (cost $59,406,371)				77,756,564

	Principal Amount (000)		Value
SHORT TERM INVESTMENT – 3.8%
REPURCHASE AGREEMENT – 3.8%
State Street Bank and Trust Company 3.63%, 1/2/08 (collateralized by $2,830,000 Treasury Inflation Note, 1.875%, 07/15/15, with a value of $3,127,150 total to be received $3,065,618) (cost $3,065,000)	$	3,065	$	3,065,000
TOTAL INVESTMENTS – 100.2%
(cost $62,471,371)				80,821,564
Liabilities in excess of other assets – (0.2)%				(196,721	)
NET ASSETS – 100.0%			$	80,624,843

* Non-income producing security

** Unless otherwise noted the country code for all securities is United States.

ADR American Depositary Receipt

AU	=	Australia
CH	=	Switzerland
FR	=	France
GB	=	United Kingdom
HK	=	Hong Kong
JP	=	Japan
NL	=	Netherlands

See Notes to Financial Statements.

43

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 99.6%
AEROSPACE & DEFENSE – 1.5%
Aerovironment, Inc.*		2,200	$	53,240
Ceradyne, Inc.*		8,500		398,905
Cubic Corp.		8,100		317,520
Curtiss-Wright Corp.		10,000		502,000
DRS Technologies, Inc.		8,900		483,003
Ducommun, Inc.*		2,200		83,600
DynCorp International, Inc.*		14,300		384,384
Heico Corp		3,700		201,576
Orbital Sciences Corp.*		8,500		208,420
Stanley, Inc.*		1,900		60,838
Teledyne Technologies, Inc.*		700		37,331
				2,730,817
AIR FREIGHT & LOGISTICS – 0.3%
ABX Air, Inc.*		4,400		18,392
Atlas Air Worldwide Holdings, Inc.*		4,300		233,146
Dynamex, Inc.*		100		2,706
HUB Group, Inc.*		5,700		151,506
Pacer International, Inc.		6,200		90,520
				496,270
AIRLINES – 1.3%
Allegiant Travel Co*		1,800		57,852
AMR Corp.*		23,000		322,690
Continental Airlines, Inc.*		14,700		327,075
Copa Holdings Sa		4,900		184,093
Delta Air Lines, Inc.*		4,900		72,961
Northwest Airlines Corp*		19,000		275,690
Pinnacle Airlines Corp.*		6,800		103,700
Republic Airways Holdings, Inc.*		9,500		186,105
SkyWest, Inc.		3,600		96,660
UAL Corp.*		10,100		360,166
US Airways Group, Inc.*		17,100		251,541
				2,238,533

	Country Code**	Shares	Value
AUTO COMPONENTS – 1.5%
Aftermarket Technology Corp.*		5,500	$	149,930
American Axle & Manufacturing Holdings, Inc.		19,100		355,642
Amerigon, Inc.*		5,500		116,270
Cooper Tire & Rubber Co		23,900		396,262
Drew Industries, Inc.*		8,400		230,160
Fuel Systems Solutions, Inc.*		600		8,574
GenTek, Inc.*		800		23,416
Hayes Lemmerz International Inc*		6,000		27,420
Lear Corp.*		11,840		327,494
Sauer- Danfoss, Inc.		2,200		55,110
Shiloh Industries, Inc.		500		4,925
Tenneco Automotive, Inc.*		18,600		484,902
The Goodyear Tire & Rubber Co.*		13,100		369,682
TRW Automotive Holdings Corp.*		3,000		62,700
				2,612,487
AUTOMOBILES – 0.2%
Fleetwood Enterprises, Inc.*		11,600		69,368
Monaco Coach Corp.		5,100		45,288
Thor Industries, Inc.		5,700		216,657
Winnebago Indiana, Inc.		600		12,612
				343,925
BEVERAGES – 0.1%
Boston Beer Co., Inc.*		1,500		56,475
Hansen Natural Corp.*		1,800		79,722
				136,197
BIOTECHNOLOGY – 1.0%
Acorda Therapeutics, Inc.*		900		19,764
Alexion Pharmaceuticals, Inc.*		500		37,515
Alnylam Pharmaceuticals, Inc.*		4,300		125,044
Applera Corp – Celera Group*		2,200		34,914

See Notes to Financial Statements.

44

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Cubist Pharmaceuticals, Inc.*		18,800	$	385,588
Cytrx Corp.*		19,700		55,948
Enzon Pharmaceuticals, Inc.*		2,400		22,872
Halozyme Therapeutics, Inc.*		6,500		46,215
Isis Pharmaceuticals, Inc.*		1,200		18,900
Onyx Pharmaceuticals, Inc.*		1,400		77,868
OSI Pharmaceuticals, Inc.*		12,600		611,226
Regeneron Pharmaceuticals, Inc.*		3,700		89,355
Savient Pharmaceuticals, Inc.*		6,000		137,820
Seattle Genetics Inc*		7,900		90,060
Xoma Ltd*		18,600		63,054
				1,816,143
BUILDING PRODUCTS – 0.5%
Aaon, Inc.		1,250		24,775
Ameron International Corp.		100		9,215
Apogee Enterprises, Inc.		6,200		106,082
Builders FirstSource, Inc.*		1,600		11,552
Goodman Global, Inc.*		6,400		157,056
Lennox International, Inc.		8,700		360,354
Simpson Manufacturing Co., Inc.		3,900		103,701
USG Corp.*		5,200		186,108
				958,843
CAPITAL MARKETS – 1.1%
Calamos Asset Management, Inc.		5,100		151,878
FCStone Group, Inc.*		1,200		55,236
GAMCO Investors, Inc.		3,500		242,200
GFI Group, Inc.*		1,700		162,724
Greenhill & Co., Inc.		300		19,944
Janus Capital Group, Inc.		12,300		404,055

	Country Code**	Shares	Value
Knight Capital Group, Inc.*		2,800	$	40,320
optionsXpress Holdings, Inc.		13,200		446,424
Pzena Investment Management, Inc. Class A		1,100		12,540
SWS Group, Inc.		6,050		76,654
Tradestation Group, Inc.*		8,500		120,785
US Global Investors, Inc.		5,200		86,632
Waddell & Reed Financial, Inc. Class A		2,600		93,834
WP Carey & Co., LLC		800		26,560
				1,939,786
CHEMICALS – 3.3%
American Vanguard Corp		400		6,940
Arch Chemicals, Inc.		8,700		319,725
Ashland, Inc.		5,600		265,608
Cabot Corp.		4,300		143,362
Calgon Carbon Corp.*		10,000		158,900
Celanese Corp.		9,100		385,112
CF Industries Holdings, Inc.		4,600		506,276
Eastman Chemical Co.		2,800		171,052
Ferro Corp.		8,000		165,840
Fuller H B Co.		16,100		361,445
Ico, Inc.*		7,100		91,164
Innophos Holdings, Inc.		2,900		43,152
Innospec, Inc.		4,600		78,936
Koppers Holdings, Inc.		5,200		224,848
Landec Corp.*		7,600		101,840
LSB Industries, Inc.*		2,400		67,728
Minerals Technologies, Inc.		500		33,475
NewMarket Corp.		700		38,983
Olin Corp.		15,100		291,883
OM Group, Inc.*		8,600		494,844
PolyOne Corp.*		1,200		7,896
Rockwood Holdings, Inc.*		3,000		99,660
Schulman A, Inc.		4,300		92,665
Scotts Miracle-Gro Co.		6,200		232,004

See Notes to Financial Statements.

45

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Sensient Technologies Corp.		14,000	$	395,920
Spartech Corp.		3,900		54,990
Stepan Chemical Co.		1,200		39,036
Terra Industries, Inc.*		10,800		515,808
Tronox, Inc.		1,400		12,460
Valhi, Inc.		300		4,782
WR Grace & Co.*		17,600		460,768
Zep, Inc.*		5,450		75,592
				5,942,694
COMMERCIAL BANKS – 0.3%
Amcore Financial, Inc.		800		18,160
Bancfirst Corp		200		8,570
Capital City Bank Group Inc		100		2,822
Cascade Bancorp		1,300		18,096
Chemical Financial Corp.		200		4,758
City Holding Co.		2,000		67,680
Columbia Banking Systems, Inc.		1,200		35,676
First Security Group, Inc.		2,000		17,940
FNB Corp.		300		4,410
Independent Bank Corp		600		16,332
NBT Bancorp, Inc.		2,100		47,922
Park National Corp.		100		6,450
Porter Bancorp, Inc.		300		5,925
S&T Bancorp, Inc.		100		2,764
Southwest Bancorp, Inc.		200		3,666
Sterling Bancorp/ny		300		4,092
Sterling Financial Corp.		400		6,568
SVB Financial Group*		2,500		126,000
WesBanco, Inc.		2,700		55,620
				453,451
COMMERCIAL SERVICES & SUPPLIES – 5.6%
ABM Industries, Inc.		8,600		175,354
Acco Brands Corp.*		6,800		109,072
Administaff, Inc.		11,900		336,532
Advisory Board Co*		2,800		179,732
American Ecology Corp.		2,200		51,656
American Reprographics Co.*		500		8,240

	Country Code**	Shares	Value
Bowne & Co., Inc.		7,400	$	130,240
Casella Waste Systems, Inc. Class A*		2,800		36,512
CBIZ, Inc.*		7,100		69,651
Cdi Corp.		4,400		106,744
Choicepoint Inc*		8,200		298,644
Comfort Systems USA, Inc.		9,900		126,522
COMSYS IT Partners, Inc.*		5,600		88,368
Consolidated Graphics, Inc.*		2,600		124,332
Cornell Cos., Inc.*		4,600		107,272
Corporate Executive Board Co.		4,300		258,430
CRA International, Inc.*		1,700		80,937
Deluxe Corp.		17,100		562,419
Diamond Management & Technology Consultants, Inc.		7,400		53,798
Energysolutions, Inc.*		7,000		188,930
Ennis, Inc.		4,200		75,600
Exponent, Inc.*		4,200		113,568
First Consulting Group, Inc.*		100		1,293
FTI Consulting, Inc.*		100		6,164
Fuel Tech Inc*		1,900		43,035
Geoeye, Inc.*		4,400		148,060
Heidrick & Struggles International, Inc.		6,400		237,504
Hewitt Associates, Inc.*		9,600		367,584
HNI Corp.		6,700		234,902
Hudson Highland Group, Inc.*		6,700		56,347
ICF International, Inc.*		3,300		83,358
IKON Office Solutions, Inc.		2,087		27,173
Innerworkings, Inc.*		2,200		37,972
Interface, Inc.		18,700		305,184
Knoll, Inc.		23,100		379,533
Korn / Ferry International*		18,400		346,288
Layne Christensen Co.*		5,400		265,734
Learning Tree International, Inc.*		500		11,480

See Notes to Financial Statements.

46

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Lecg Corp.*		400	$	6,024
Manpower, Inc.		1,000		56,900
Miller Herman, Inc.		8,300		268,837
PHH Corp.*		2,600		45,864
Pike Electric Corp.*		4,200		70,392
Resources Global Professionals		8,500		154,360
Robert Half International, Inc.		11,300		305,552
Rollins, Inc.		15,000		288,000
RR Donnelley & Sons Co.		2,300		86,802
School Specialty, Inc.*		2,600		89,830
Spherion Corp.*		16,000		116,480
Steelcase, Inc.		16,900		268,203
Taleo Corp.*		4,900		145,922
Team, Inc.*		2,900		106,082
Teletech Holdings, Inc.*		13,100		278,637
Tetra Tech, Inc.*		8,700		187,050
Trueblue, Inc.*		21,000		304,080
United Stationers, Inc.*		6,200		286,502
Viad Corp.		9,100		287,378
Volt Information Sciences, Inc.*		1,350		24,651
VSE Corp.		100		4,884
Waste Connections, Inc.*		13,300		410,970
Waste Industries USA, Inc.		1,100		39,930
Watson Wyatt Worldwide, Inc.		5,000		232,050
				9,899,544
COMMUNICATIONS EQUIPMENT – 3.0%
ADC Telecommunications, Inc.*		29,800		463,390
Adtran, Inc.		22,500		481,050
Anaren, Inc.*		100		1,649
Arris Group, Inc.*		2,086		20,815
Avocent Corp.*		5,300		123,543
Bel Fuse, Inc.		700		24,143
Blue Coat Systems, Inc.*		12,500		410,875
CommScope, Inc.*		6,393		314,617
Comtech Group, Inc.*		6,000		96,660
Comtech Telecommunications*		10,600		572,506

	Country Code**	Shares	Value
Digi International, Inc.*		400	$	5,676
Dycom Industries, Inc.*		16,000		426,400
EMS Technologies, Inc.*		4,400		133,056
Extreme Networks, Inc.*		27,900		98,766
F5 Networks, Inc.*		7,400		211,048
Foundry Networks, Inc.*		20,000		350,400
Globecomm Systems Inc*		1,400		16,380
Harmonic, Inc.*		22,400		234,752
Interdigital, Inc.*		8,700		202,971
Ixia*		5,800		54,984
Loral Space & Communications, Inc.*		900		30,825
Mastec, Inc.*		9,500		96,615
Netgear, Inc.*		1,500		53,505
Network Equipment Technologies, Inc.*		10,200		85,884
Performance Technologies, Inc.*		600		3,300
Plantronics, Inc.		15,100		392,600
Shoretel, Inc.*		6,000		83,820
Tellabs, Inc.*		19,600		128,184
Utstarcom, Inc.*		3,000		8,250
Viasat, Inc.*		7,500		258,225
				5,384,889
COMPUTERS & PERIPHERALS – 2.3%
Brocade Communications Systems, Inc.*		47,400		347,916
Diebold, Inc.		600		17,388
Eletronics for Imaging, Inc.*		11,400		256,272
Emulex Corp.*		20,300		331,296
Hypercom Corp.*		400		1,992
Iomega Corp*		8,700		30,189
Lexmark International, Inc. Class A*		10,300		359,058
NCR Corp.*		13,400		336,340
Network Appliance, Inc.*		18,700		466,752
Novatel Wireless, Inc.*		7,500		121,500
Palm, Inc.		28,300		179,422

See Notes to Financial Statements.

47

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
PROS Holdings, Inc.*		4,800	$	94,176
QLogic Corp.*		35,500		504,100
Quantum Corp.*		5,300		14,257
Stratasys, Inc.*		5,100		131,784
Synaptics, Inc.*		9,000		370,440
Teradata Corp.*		5,200		142,532
Western Digital Corp.*		14,900		450,129
				4,155,543
CONSTRUCTION & ENGINEERING – 0.7%
EMCOR Group, Inc.*		9,100		215,033
Integrated Electrical Services, Inc.*		3,700		69,523
Michael Baker Corp.*		2,900		119,190
Perini Corp.*		9,900		410,058
Shaw Group, Inc.*		5,800		350,552
URS Corp.*		930		50,527
				1,214,883
CONSUMER FINANCE – 0.3%
Advance America Cash Advance Centers, Inc.		700		7,112
Advanta Corp.		15,400		124,278
AmeriCredit Corp.*		11,200		143,248
Discover Financial Services		9,500		143,260
Student Loan Corp.		100		11,000
World Acceptance Corp.*		3,600		97,128
				526,026
CONTAINERS & PACKAGING – 1.0%
Aptargroup, Inc		1,500		61,365
Crown Holdings, Inc.*		5,800		148,770
Graphic Packaging Corp.*		1,200		4,428
Myers Industries, Inc.		3,200		46,304
Owens- Ilinois, Inc.*		9,400		465,300
Packaging Corp of America		11,800		332,760
Rock-Tenn Co.		16,500		419,265
Silgan Holdings, Inc.		4,400		228,536
				1,706,728
DISTRIBUTORS – 0.0%†
Core-mark Holding Co Inc*		1,200		34,464

	Country Code**	Shares	Value
DIVERSIFIED CONSUMER SERVICES – 1.4%
Apollo Group, Inc. Class A*		6,400	$	448,960
Capella Education Co*		3,300		216,018
Career Education Corp.*		2,200		55,308
Coinstar, Inc.*		9,700		273,055
DeVry, Inc.		6,500		337,740
ITT Educational Services, Inc.*		3,900		332,553
K12, Inc.*		1,350		34,938
Matthews International Corp		600		28,122
Noah Education Holdings, Ltd. ADR*		4,420		35,625
Pre-Paid Legal Services, Inc.*		2,700		149,445
Regis Corp.		2,900		81,084
Sotheby’s Holdings		1,500		57,150
Steiner Leisure, Ltd.*		3,100		136,896
Stewart Enterprises, Inc.		3,400		30,260
Strayer Education, Inc.		1,400		238,812
Weight Watchers International, Inc.		1,600		72,288
				2,528,254
DIVERSIFIED FINANCIAL SERVICES – 0.4%
Asset Acceptance Capital Corp.		6,000		62,460
Asta Funding, Inc.		500		13,220
CIT Group, Inc.		11,500		276,345
Financial Federal Corp.		2,400		53,496
Marketaxess Holdings, Inc.*		6,300		80,829
Nasdaq Stock Market, Inc.*		500		24,745
Portfolio Recovery Associates, Inc.		4,500		178,515
				689,610
DIVERSIFIED TELECOMMUNICATION SERVICES – 2.0%
Alaska Communications Systems, Inc.		9,600		144,000
Atlantic Tele-network, Inc.		3,000		101,340
Cbeyond, Inc.*		10,400		405,496

See Notes to Financial Statements.

48

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
CenturyTel, Inc.		6,600	$	273,636
Cincinnati Bell, Inc.*		103,600		492,100
Cogent Communications Group, Inc.*		15,000		355,650
Consolidated Communications Holdings, Inc.		3,900		77,610
Embarq Corp.		8,900		440,817
Fairpoint Communications, Inc.		2,200		28,644
Iowa Telecommunication Services, Inc.		5,800		94,308
North Pittsburgh Systems, Inc.		200		4,538
NTELOS Holdings Corp		11,700		347,373
PAETEC Holding Corp.*		2,300		22,425
Premiere Global Services, Inc.*		28,300		420,255
Qwest Communications International, Inc.*		13,300		93,233
Shenandoah Telecommunications Co.		200		4,796
Surewest Communications		100		1,710
Time Warner Telecom, Inc.*		1,600		32,464
Vonage Holdings Corp.*		1,200		2,760
Windstream Corp		12,900		167,958
				3,511,113
ELECTRIC UTILITIES – 0.3%
El Paso Electric Co.*		9,900		253,143
Otter Tail Corp.		2,500		86,500
Reliant Energy, Inc.*		3,300		86,592
Unisource Energy Corp		5,300		167,215
				593,450
ELECTRICAL EQUIPMENT – 2.1%
Acuity Brands, Inc.		11,300		508,500
AuthenTec, Inc.*		2,000		29,060
AZZ, Inc.*		400		11,340
Belden CDT, Inc.		3,659		162,826
Encore Wire Corp.		4,400		70,048

	Country Code**	Shares	Value
Fuelcell Energy Inc*		1,500	$	14,880
Genlyte Group, Inc.*		2,700		257,040
GrafTech International, Ltd.*		34,900		619,475
II-VI, Inc.*		200		6,110
LSI Industries, Inc.		6,300		114,660
Orion Energy Systems, Inc.*		1,100		20,526
Plug Power, Inc.*		1,100		4,345
Powell Industries, Inc.*		1,000		44,070
Power-One, Inc.*		1,400		5,586
Regal-Beloit Corp.		5,200		233,740
Rockwell Automation, Inc.		6,700		462,032
Roper Industries, Inc.		300		18,762
Smith A O Corp.		3,100		108,655
Superior Essex, Inc.*		3,600		86,400
Thomas & Betts Corp.*		6,200		304,048
Vicor Corp.		3,000		46,770
Woodward Governor Co.		9,300		631,935
				3,760,808
ELECTRONIC EQUIPMENT & INSTRUMENTS – 2.6%
Acacia Research-Acacia Technologies*		7,000		62,860
Anixter International, Inc.*		400		24,908
Arrow Financial Corp.*		9,600		377,088
Avnet, Inc.*		10,400		363,688
Checkpoint Systems, Inc.*		14,300		371,514
Cognex Corp.		2,500		50,375
CPI International, Inc.*		900		15,390
CTS Corp.		7,900		78,447
Dolby Laboratories, Inc.*		4,900		243,628
Electro Scientific Industries, Inc.*		4,500		89,325
Excel Technology, Inc.*		300		8,130
Faro Technologies, Inc.*		2,800		76,104
Flir Systems, Inc.*		3,700		115,810
Gerber Scientific, Inc.*		700		7,560

See Notes to Financial Statements.

49

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Insight Enterprises, Inc.*		3,500	$	63,840
Littelfuse, Inc.*		6,700		220,832
Lojack Corp*		2,600		43,706
Measurement Specialties Inc*		2,100		46,410
Mercury Computer Systems, Inc.*		1,500		24,165
Methode Electronics, Inc.		9,300		152,892
Mettler Toledo International, Inc.*		1,200		136,560
MTS Technologies, Inc.		3,600		153,612
Nam Tai Electronics, Inc.		4,100		46,207
National Instruction Corp.		7,400		246,642
OSI Systems, Inc.*		200		5,294
Park Electrochemical Corp.		4,800		135,552
PC Connection, Inc.*		3,000		34,050
RadiSys Corp.*		600		8,040
Rofin-Sinar Technologies, Inc.*		15,200		731,272
Sanmina-SCI Corp.*		67,600		123,032
ScanSource, Inc.*		300		9,705
Smart Modular Technologies, Inc.*		6,200		63,116
Tech Data Corp.*		8,900		335,708
Technitrol, Inc.		4,300		122,894
TTM Technologies, Inc.*		1,700		19,822
				4,608,178
ENERGY EQUIPMENT & SERVICES – 2.0%
Atwood Oceanics, Inc.*		400		40,096
Dawson Geophysical Co.*		1,300		92,898
Dresser-rand Group, Inc.*		8,400		328,020
Dril-Quip, Inc.*		1,600		89,056
Englobal Corp.*		1,900		21,584
Ensign Energy Services, Inc.	CA	100		1,545
Exterran Holdings, Inc.*		1,500		122,700

	Country Code**	Shares	Value
Global Industries, Inc.*		13,700	$	293,454
Grey Wolf, Inc.*		40,900		217,997
Gulf Island Fabrication, Inc.		2,300		72,933
Gulfmark Offshore, Inc.*		7,100		332,209
Matrix Service Co.*		4,400		96,008
NATCO Group, Inc.*		7,100		384,465
Newpark Resources*		9,100		49,595
Oil States International, Inc.*		12,700		433,324
Patterson-UTI Energy, Inc.		900		17,568
SEACOR Holdings, Inc.*		3,500		324,590
T-3 Energy Services, Inc.*		2,400		112,824
Technicoil Corp.*	CA	16,600		7,569
Tidewater, Inc.		1,900		104,234
Trican Well Service, Ltd.	CA	700		13,639
Trico Marine Services, Inc.*		300		11,106
Willbros Group, Inc.*		9,500		363,755
				3,531,169
FOOD & STAPLES RETAILING – 0.8%
Arden Group, Inc.		200		30,938
BJ’s Wholesale Club, Inc.*		14,800		500,684
Casey’s General Stores, Inc.		10,800		319,788
China Nepstar Chain Drugstore Ltd ADR*		1,480		26,018
Ingles Markets, Inc.		4,000		101,560
Nash Finch Co.		3,300		116,424
Performance Food Group Co.*		6,900		185,403
Pricesmart, Inc.		1,850		55,611
SUPERVALU, Inc.		500		18,760
				1,355,186
FOOD PRODUCTS – 0.7%
Agria Corp. ADR*		3,200		33,248
Cal-Maine Foods, Inc.		4,800		127,344
Chiquita Brands Inernational, Inc.*		5,600		102,984

See Notes to Financial Statements.

50

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Darling International, Inc.*		17,500	$	202,300
Flowers Foods, Inc.		22,300		522,043
Fresh Del Monte Produce, Inc.*		200		6,716
Green Mountain Coffee Roasters Inc*		4,600		187,220
Imperial Sugar Co.		4,000		75,080
Reddy Ice Holdings, Inc.		1,900		48,089
				1,305,024
GAS UTILITIES – 0.6%
New Jersey Resources Corp.		3,600		180,072
Northwest Natural Gas Co.		8,600		418,476
Southwest Gas Corp.		1,500		44,655
WGL Holdings, Inc.		13,100		429,156
				1,072,359
HEALTH CARE EQUIPMENT & SUPPLIES – 1.8%
Abaxis, Inc.*		2,800		100,408
Align Technology, Inc.*		6,600		110,088
Analogic Corp.		4,400		297,968
Arthrocare Corp.*		2,200		105,710
Conmed Corp.*		7,600		175,636
Cynosure, Inc.*		3,100		82,026
Datascope Corp.		2,400		87,360
Hansen Medical Inc*		2,300		68,862
Hologic, Inc.*		1,700		116,688
Immucor, Inc.*		1,150		39,088
Intuitive Surgical, Inc.*		1,700		551,650
Invacare Corp.		2,500		63,000
Inverness Medical Innovations Inc*		349		19,607
Iris International Inc*		2,700		52,974
Kinetic Concepts, Inc.*		5,200		278,512
Meridian Bioscience, Inc.		11,750		353,440
Merit Medical Systems, Inc.*		300		4,170
OraSure Technologies, Inc.*		2,100		18,669
Quidel Corp.*		7,000		136,290

	Country Code**	Shares	Value
Regeneration Technologies, Inc.*		1,700	$	14,756
Somanetics Corp*		400		9,460
Sonosite Inc*		2,200		74,074
STERIS Corp.		17,000		490,280
Trans1, Inc.*		1,700		27,999
				3,278,715
HEALTH CARE PROVIDERS & SERVICES – 3.5%
Air Methods Corp.*		2,800		139,076
Alliance Imaging, Inc.*		10,000		96,200
American Dental Partners, Inc.*		1,900		19,057
AMERIGROUP Corp.*		13,300		484,785
AmerisourceBergen Corp.		8,800		394,856
Apria Healthcare Group, Inc.*		18,900		407,673
Bioscrip, Inc.*		1,800		13,914
Centene Corp.*		16,400		450,016
Chemed Corp.		9,800		547,624
Corvel Corp.*		300		6,906
Coventry Health Care, Inc.*		7,400		438,450
Emergency Medical Services LP*		7,500		219,600
Health Net, Inc.*		7,600		367,080
Healthspring, Inc.*		20,400		388,620
HMS Holdings Corp*		200		6,642
Humana, Inc.*		5,400		406,674
Kindred Healthcare, Inc.*		7,600		189,848
Landauer, Inc.		1,200		62,220
LCA- Vision, Inc.		5,100		101,847
Lincare Holdings, Inc.*		7,800		274,248
Medcath Corp.*		1,600		39,296
Molina Healthcare, Inc.*		10,500		406,350
MWI Veterinary Supply, Inc.*		300		12,000
Omnicare, Inc.		7,900		180,199
Pharmerica Corp*		3,047		42,292
Providence Service Corp*		1,600		45,024
PSS World Medical, Inc.*		1,500		29,355

See Notes to Financial Statements.

51

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Rehabcare Group Inc*		4,900	$	110,544
Res-Care, Inc.*		4,000		100,640
Sierra Health Services, Inc.*		600		25,176
Skilled Healthcare Group, Inc.*		1,800		26,334
WellCare Health Plan, Inc.*		3,100		131,471
				6,164,017
HEALTH CARE TECHNOLOGY – 0.4%
Computer Programs & Systems, Inc.		500		11,370
Eclipsys Corp*		4,100		103,771
Omnicell, Inc.*		12,500		336,625
Phase Forward, Inc.*		11,400		247,950
				699,716
HOTELS RESTAURANTS & LEISURE – 1.0%
AFC Enterprises*		1,600		18,112
Ambassadors Group, Inc.		1,700		31,127
Bally Technologies, Inc.*		2,800		139,216
Bob Evans Farms, Inc.		13,700		368,941
Buffalo Wild Wings, Inc.*		4,100		95,202
CBRL Group, Inc.		2,696		87,323
CEC Entertainment, Inc.*		2,500		64,900
Chipotle Mexican Grill, Inc.*		700		102,949
Dennys Corp.*		26,200		98,250
Domino’s Pizza, Inc.		6,900		91,287
IHOP Corp.		5,500		201,190
Luby’s Cafeterias, Inc.*		400		4,064
Monarch Casino & Resort, Inc.*		4,100		98,728
Premier Exhibitions, Inc.*		8,600		94,084
Riviera Holdings Corp*		100		3,080
Vail Resorts, Inc.*		800		43,048
Wendy’s International, Inc.		3,100		80,104
WMS Industries, Inc.*		2,100		76,944
Wyndham Worldwide Corp.		4,900		115,444
				1,813,993

	Country Code**	Shares	Value
HOUSEHOLD DURABLES – 2.7%
American Greetings Corp.		22,100	$	448,630
Black & Decker Corp		5,400		376,110
Blyth, Inc.		11,500		252,310
Centex Corp.		600		15,156
Champion Enterprises, Inc.*		12,700		119,634
CSS Industries, Inc.		2,800		102,760
Ethan Allen Interiors, Inc.		2,700		76,950
Helen Of Troy, Ltd.*		3,200		54,848
Hooker Furniture Corp.		2,300		46,230
KB Home		11,700		252,720
Kimball International, Inc.		6,100		83,570
Lennar Corp.		18,300		327,387
Mohawk Industries, Inc.*		3,000		223,200
NVR, Inc.*		600		314,400
Russ Berrie & Co., Inc.*		100		1,632
Stanley Works, Inc.		7,700		373,296
Tempur-Pedic International, Inc.		17,400		451,878
Toll Brothers, Inc.*		16,700		335,002
Tupperware Brands Corp.		19,600		647,388
Universal Electronics, Inc.*		3,900		130,416
Whirlpool Corp		1,000		81,630
				4,715,147
HOUSEHOLD PRODUCTS – 0.2%
Energizer Holdings, Inc.*		1,500		168,195
WD-40 Co.		3,900		148,083
				316,278
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 0.0%†
Canadian Hydro Developers, Inc.*	CA	7,800		50,580
INDUSTRIAL CONGLOMERATES – 0.3%
Raven Industries, Inc.		2,200		84,458
Teleflex, Inc.		4,900		308,749

See Notes to Financial Statements.

52

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Tredegar Corp.		3,100	$	49,848
Walter Industries, Inc.		3,200		114,976
				558,031
INSURANCE – 3.8%
Alfa Corp.		900		19,503
Ambac Financial Group, Inc.		8,200		211,314
American Equity Investment Life Holding Co.		100		829
American Physicians Capital, Inc.		2,950		122,307
Amerisafe, Inc.*		6,100		94,611
Amtrust Financial Services, Inc.		7,600		104,652
Argo Group International Holdings, Inc.*		3,525		148,508
Aspen Insurance Holdings, Ltd.		200		5,768
Assurant, Inc.		6,600		441,540
Assured Guaranty, Ltd.		3,400		90,236
Berkley W R Corp.		3,200		95,392
CNA Surety Corp.*		5,300		104,887
CNinsure, Inc. ADR*		1,240		19,530
Commerce Group, Inc.		4,100		147,518
Darwin Professional Underwriters, Inc.*		900		21,753
Delphi Financial Group, Inc.		10,850		382,788
Donegal Group, Inc.		333		5,718
EMC Insurance Group, Inc.		500		11,835
FBL Financial Group, Inc.		4,800		165,744
Fidelity National Title Group, Inc.		8,300		121,263
First American Corp.		9,000		307,080
FPIC Insurance Group, Inc.*		1,400		60,172
Genworth Financial, Inc. Class A		3,200		81,440
Hallmark Financial Services, Inc.*		300		4,758
Harleysville Group, Inc.		1,900		67,222
HCC Insurance Holdings, Inc.		4,400		126,192

	Country Code**	Shares	Value
Hilb Rogal & Hobbs Co.		1,700	$	68,969
Horace Mann Educators Corp.		5,800		109,852
Infinity Property & Casualty Corp.		4,400		158,972
IPC Holdings, Ltd.		3,800		109,706
LandAmerica Financial Group, Inc.		1,000		33,450
Max Re Capital, Ltd.		13,900		389,061
MBIA, Inc.		10,000		186,300
Meadowbrook Insurance Group, Inc.*		1,100		10,351
Montpelier Re Holdings, Ltd.		4,600		78,246
National Interstate Corp		1,300		43,030
National Western Life Insurance Co.		100		20,737
Navigators Group, Inc.*		2,200		143,000
Phoenix Cos., Inc.		17,900		212,473
Platinum Underwriters Holdings, Ltd.		6,200		220,472
Presidential Life Corp.		100		1,751
ProAssurance Corp.*		3,500		192,220
Procentury Corp.		2,000		30,700
Ram Holdings Ltd*		1,600		7,904
RLI Corp.		7,200		408,888
Safeco Corp.		5,700		317,376
Safety Insurance Group, Inc.		100		3,662
SeaBright Insurance Holdings, Inc.*		4,400		66,352
Selective Insurance Group, Inc.		4,800		110,352
Stancorp Financial Group, Inc.		1,900		95,722
State Auto Financial Corp.		1,100		28,930
The Midland Co.		1,700		109,973
Torchmark Corp.		4,200		254,226
Transatlantic Holdings, Inc.		700		50,869
United America Indemnity, Ltd.*		7,900		157,368
United Fire & Casualty Co.		2,900		84,361

See Notes to Financial Statements.

53

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Universal American Financial Corp.*		1,300	$	33,267
Universal Insurance Holdings, Inc.		300		2,223
Zenith National Insurance Corp.		1,500		67,095
				6,770,418
INTERNET & CATALOG RETAIL – 1.2%
1-800-flowers.com, Inc.*		9,200		80,316
Audible Inc*		3,500		31,220
Blue Nile, Inc.*		4,800		326,688
Expedia, Inc.*		12,000		379,440
Gaiam, Inc.*		5,600		166,208
IAC/InterActiveCorp.*		2,800		75,376
Netflix , Inc.*		16,100		428,582
Nutri/System, Inc.*		1,600		43,168
Overstock.com Inc*		6,400		99,392
PetMed Express Common, Inc.*		6,600		79,860
Priceline.com, Inc.*		2,600		298,636
Shutterfly Inc*		2,100		53,802
Stamps.com, Inc.*		1,400		17,052
Systemax, Inc.		5,400		109,728
Valuevision Media, Inc.*		1,900		11,951
				2,201,419
INTERNET SOFTWARE & SERVICES – 2.8%
Ariba, Inc.*		2,800		31,220
Art Technology Group, Inc.*		6,300		27,216
Asiainfo Holdings, Inc.*		11,000		121,000
Bankrate, Inc.*		3,400		163,506
Chordiant Software, Inc.*		11,000		94,050
Cmgi, Inc.*		14,080		184,307
Cnet Networks, Inc.*		4,200		38,388
Cybersource Corp.*		15,208		270,246
Digital River, Inc.*		12,400		410,068
Divx Inc*		5,900		82,600
Earthlink, Inc.*		11,700		82,719
Equinix, Inc.*		700		70,749
Greenfield Online, Inc.*		6,400		93,504
Ibasis, Inc.		300		1,539
Imergent, Inc.		4,500		47,655

	Country Code**	Shares	Value
Interwoven, Inc.*		6,400	$	91,008
j2 Global Communications, Inc.*		17,400		368,358
Keynote Systems, Inc.*		500		7,025
Loopnet, Inc.*		2,400		33,720
Navisite, Inc.*		4,700		23,782
NIC, Inc.		1,100		9,284
Omniture Inc*		11,100		369,519
Open Text Corp.*		11,000		345,950
S1 Corp.*		16,300		118,990
SonicWall, Inc.*		15,400		165,088
Soundbite Communications, Inc.*		3,000		20,700
Switch & Data Facilities Co., Inc.*		1,300		20,826
TheStreet.com, Inc.		7,700		122,584
Travelzoo, Inc.*		3,300		45,144
United Online, Inc.		35,500		419,610
Valueclick, Inc.*		19,300		422,670
VeriSign, Inc.*		12,900		485,169
Vignette Corp.*		6,500		94,965
Vocus Inc*		3,900		134,667
Websense, Inc.*		2,800		47,544
				5,065,370
IT SERVICES – 3.4%
Acxiom Corp.		9,200		107,916
Affiliated Computer Services, Inc.*		8,100		365,310
Alliance Data Systems Corp.*		1,600		119,984
BearingPoint, Inc.*		20,100		56,883
Broadridge Financial Solutions, Inc.		9,300		208,599
CACI International, Inc.*		7,500		335,775
Ciber, Inc.*		10,800		65,988
Computer Sciences Corp.*		8,200		405,654
Convergys Corp.*		9,200		151,432
CSG Systems International, Inc.*		10,100		148,672
DST Systems, Inc.*		4,500		371,475
Electronic Data Systems Corp		23,700		491,301

See Notes to Financial Statements.

54

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Exlservice Holdings, Inc.*		500	$	11,540
Fidelity National Information Services, Inc.		1,000		41,590
Forrester Research, Inc.*		200		5,604
Gartner, Inc.*		15,100		265,156
Global Cash Access, Inc.*		1,200		7,272
Heartland Payment Systems, Inc.		11,900		318,920
Mantech International Corp.*		10,300		451,346
MAXIMUS, Inc.		9,000		347,490
MPS Group, Inc.*		20,900		228,646
NCI, Inc.*		1,600		27,376
Neustar, Inc. Class A*		7,200		206,496
Perot Systems Corp.*		2,200		29,700
Rightnow Technologies Inc*		4,600		72,910
SAIC, Inc.*		11,200		225,344
Sapient Corp.*		23,300		205,273
SRA International, Inc.*		8,000		235,600
SYKES Enterprises, Inc.*		7,300		131,400
Syntel, Inc.		7,100		273,492
TNS, Inc.		100		1,775
Unisys Corp.*		31,600		149,468
				6,065,387
LEISURE EQUIPMENT & PRODUCTS – 0.8%
Arctic Cat, Inc.		400		4,776
Brunswick Corp.		13,400		228,470
Callaway Golf Co.		23,800		414,834
Eastman Kodak Co.		700		15,309
Jakks Pacific, Inc.*		5,900		139,299
Polaris Industries, Inc.		10,300		492,031
RC2 Corp.*		3,200		89,824
Sturm Ruger & Co., Inc.*		4,500		37,260
				1,421,803
LIFE SCIENCES TOOLS & SERVICES – 1.5%
Albany Molecular Research, Inc.*		3,500		50,330
Applera Corporation-Applied Biosystems Group		3,700		125,504

	Country Code**	Shares	Value
Bio-Rad Laboratories, Inc.*		200	$	20,724
Bruker BioSciences Corp.*		700		9,310
Dionex Corp.*		5,600		464,016
eResearch Technology, Inc.*		10,100		119,382
Illumina, Inc.*		700		41,482
Invitrogen Corp.*		4,300		401,663
Kendle International, Inc.*		3,100		151,652
Nektar Therapeutics*		1,200		8,052
Parexel International Corp.*		7,800		376,740
PharmaNet Development Group, Inc.*		4,100		160,761
Varian, Inc.*		10,300		672,590
Ventana Medical Systems, Inc.*		1,200		104,676
				2,706,882
MACHINERY – 3.4%
Accuride Corp.*		3,000		23,580
Actuant Corp. Class A		10,100		343,501
AGCO Corp.*		1,700		115,566
American Science & Engineering Inc		2,100		119,175
Ampco-Pittsburgh Corp.		3,100		118,203
Astec Industries, Inc.*		5,700		211,983
Axsys Technologies Inc*		2,000		73,300
Badger Meter, Inc.		3,200		143,840
Barnes Group, Inc.		7,800		260,442
Blount International, Inc.*		6,700		82,477
Briggs & Stratton Corp.		400		9,064
Bucyrus International, Inc. Class A		500		49,695
Cascade Bancorp		1,100		51,106
CIRCOR International, Inc.		3,400		157,624
Columbus Mckinnon Corp.*		3,900		127,218
Crane Co.		100		4,290
EnPro Industries, Inc.*		8,800		269,720
Freightcar America, Inc.		900		31,500

See Notes to Financial Statements.

55

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Gardner Denver, Inc.*		13,100	$	432,300
Gorman-rupp Co.		1,425		44,460
Hardinge, Inc.		1,700		28,526
Hurco Cos., Inc.*		2,300		100,395
Kadant, Inc.*		3,800		112,746
Kaydon Corp.		600		32,724
Lb Foster Co*		2,800		144,844
Mccoy Corp. (1)	CA	6,200		19,160
Middleby Corp.*		5,200		398,424
Mueller Industries, Inc.		9,600		278,304
NACCO Industries, Inc.		1,400		139,566
RBC Bearings, Inc.*		4,200		182,532
Robbins & Myers, Inc.		6,400		484,032
SPX Corp.		4,100		421,685
Sun Hydraulics, Inc.		3,850		97,136
Tecumseh Products Co*		5,000		117,050
Tennant Co.		4,000		177,160
Titan International, Inc.		2,800		87,528
Toro Co.		7,400		402,856
Turbochef Technologies Inc*		1,800		29,700
Twin Disc Inc		300		21,231
Valmont Industries, Inc.		600		53,472
Wabtec Corp.		1,200		41,328
				6,039,443
MARINE – 0.2%
Excel Maritime Carriers, Ltd.		5,700		229,083
Genco Shipping & Trading, Ltd.		1,200		65,712
Horizon Lines, Inc.		1,400		26,096
Star Bulk Carriers Corp.		3,600		46,260
Tbs International Ltd*		1,100		36,366
				403,517
MEDIA – 1.3%
Charter Communications, Inc.*		136,000		159,120
Cox Radio, Inc.*		8,700		105,705
Cumulus Media, Inc.*		3,600		28,944
Dg Fastchannel, Inc.*		1,100		28,204

	Country Code**	Shares	Value
Entravision Communications Corp.*		33,600	$	263,088
Getty Images, Inc.*		6,600		191,400
Global Sources, Ltd.*		9,460		266,961
Gray Television, Inc.		500		4,010
Harte-hanks, Inc.		900		15,570
Idearc, Inc.		4,600		80,776
Journal Communications, Inc.		1,700		15,198
Lin TV Corp.*		9,200		111,964
Marvel Entertainment, Inc.*		13,400		357,914
Mediacom Communications Corp.*		3,300		15,147
Scholastic Corp.*		10,900		380,301
Sinclair Broadcast Group, Inc.		25,500		209,355
Warner Music Group Corp.		18,100		109,686
				2,343,343
METALS & MINING – 3.2%
AK Steel Holding Corp.*		7,500		346,800
Amerigo Resources, Ltd.	CA	20,800		48,472
Brush Engineered Materials, Inc.*		1,600		59,232
Carpenter Technology Corp.		5,100		383,367
Century Aluminum Co.*		10,370		559,358
Claymont Steel Holdings Inc*		900		21,015
Cleveland-Cliffs, Inc.		900		90,720
Commercial Metals Co.		3,000		88,350
Compass Minerals International, Inc .		9,700		397,700
Esmark, Inc.*		524		7,404
Farallon Resources, Ltd.*	CA	20,100		14,256
Haynes International, Inc.*		1,000		69,500
Hecla Mining Co.*		51,700		483,395
Metal Management, Inc.		10,100		459,853

See Notes to Financial Statements.

56

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Olympic Steel, Inc.		300	$	9,513
Quanex Corp.		10,000		519,000
Redcorp Ventures Ltd. (1)*	CA	91,400		24,541
Reliance Steel & Aluminum Co.		5,200		281,840
Schnitzer Steel Industries, Inc.		5,400		373,302
Steel Dynamics, Inc.		7,080		421,756
United States Steel Corp.		5,000		604,550
Universal Stainless & Alloy*		1,100		39,127
Worthington Industries, Inc.		22,400		400,512
				5,703,563
MULTI-UTILITIES – 0.1%
Avista Corp.		3,000		64,620
Black Hills Corp.		1,400		61,740
Energy East Corp.		1,500		40,815
Vectren Corp		2,300		66,723
				233,898
MULTILINE RETAIL – 0.7%
Big Lots, Inc.*		23,900		382,161
Conn’s, Inc.*		4,500		76,995
Dollar Tree Stores, Inc.*		13,100		339,552
Family Dollar Stores, Inc.		18,300		351,909
				1,150,617
OFFICE ELECTRONICS – 0.1%
Zebra Technologies Corp. Class A*		5,000		173,500
OIL & GAS-EXPLORATION & PRODUCTION – 2.0%
Alpha Natural Resources, Inc.*		20,400		662,592
Berry Petroleum Co.		2,900		128,905
Bois D’arc Energy, Inc.*		700		13,895
Celtic Exploration, Ltd.*	CA	500		5,674
Deltek, Inc.*		2,000		30,460
Foundation Coal Holdings, Inc.		11,700		614,250
Galleon Energy, Inc.*	CA	1,450		22,772

	Country Code**	Shares	Value
Jura Energy Corp*	CA	13,900	$	5,211
Knightsbridge Tankers, Ltd.		700		16,905
Mariner Energy, Inc.*		10,100		231,088
Markwest Hydrocarbon, Inc.		500		31,325
Massey Energy Co.		17,300		618,475
Midnight Oil Exploration, Ltd.*	CA	15,100		16,524
Paramount Resources, Ltd.*	CA	900		12,493
Petrohawk Energy Corp.*		1,100		19,167
Rosetta Resources, Inc.*		5,900		116,997
Stone Energy Corp.*		9,000		422,190
Tesoro Corp.		8,800		419,760
Tristar Oil & Gas, Ltd.*	CA	1,300		16,518
TUSK Energy Corp.*	CA	21,307		30,656
USEC, Inc.*		15,800		142,200
Vaalco Energy, Inc.*		1,400		6,510
W&T Offshore, Inc.		1,500		44,940
				3,629,507
PAPER & FOREST PRODUCTS – 0.2%
Abitibibowater, Inc.		1,868		38,500
Buckeye Technologies, Inc.*		9,300		116,250
Glatfelter		1,400		21,434
Schweitzer-Mauduit International, Inc.		3,100		80,321
Wausau Paper Corp		6,000		53,940
				310,445
PERSONAL PRODUCTS – 0.5%
American Oriental Bioengineering Inc*		23,900		264,812
Elizabeth Arden, Inc.*		4,500		91,575
Estee Lauder Cos., Inc./ The		1,000		43,610
Herbalife Ltd		3,700		149,036
NBTY, Inc.*		11,900		326,060
Nu Skin Enterprises, Inc.		1,800		29,574
				904,667

See Notes to Financial Statements.

57

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
PHARMACEUTICALS – 2.5%
Auxilium Pharmaceuticals Inc*		2,200	$	65,978
BioMimetic Therapeutics, Inc.*		1,100		19,107
Bradley Pharmaceuticals, Inc.*		2,500		49,250
Cypress Bioscience, Inc.*		1,300		14,339
Durect Corp.*		1,200		7,716
Endo Pharmaceuticals Holding, Inc.*		10,900		290,703
Forest Laboratories Inc*		14,100		513,945
King Pharmaceuticals, Inc.*		40,231		411,965
KV Pharmaceutical Co.*		6,600		188,364
Medicis Pharmaceutical Corp.		16,300		423,311
MGI Pharma, Inc.*		17,300		701,169
Noven Pharmaceuticals, Inc.*		2,400		33,312
Obagi Medical Products, Inc.*		6,300		115,227
Pain Therapeutics, Inc.*		3,400		36,040
Par Pharmaceutical Cos., Inc.*		1,500		36,000
Perrigo Co.		8,800		308,088
Pozen, Inc.*		6,800		81,600
Salix Pharmaceuticals, Ltd.*		800		6,304
Sciele Pharma, Inc.*		15,700		321,065
Sepracor, Inc.*		13,100		343,875
Valeant Pharmaceuticals International*		11,500		137,655
Vivus, Inc.*		900		4,662
Xenoport, Inc.*		6,100		340,868
				4,450,543
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.0%†
Dupont Fabros Technology, Inc.		1,090		21,364
REITS – 2.4%
Acadia Realty Trust		300		7,683
Agree Realty Corp.		1,500		45,150

	Country Code**	Shares	Value
Alexandria Real Estate Equities, Inc.		1,000	$	101,670
Arbor Realty Trust, Inc.		1,000		16,110
Ashford Hospitality Trust, Inc.		6,600		47,454
Associated Estates Realty Corp.		700		6,608
BioMed Realty Trust, Inc.		200		4,634
Brandywine Reality Trust		2,500		44,825
Capital Trust, Inc.		800		24,520
CBL & Associates Properties, Inc.		2,800		66,948
Cedar Shopping Centers, Inc.		1,100		11,253
Colonial Properties Trust		500		11,315
Commercial Net Lease Realty		5,900		137,942
Corporate Office Properties Trust		1,000		31,500
DiamondRock Hospitality Co.		6,900		103,362
Digital Realty Trust, Inc.		5,000		191,850
Eastgroup Properties, Inc.		900		37,665
Entertainment Properties Trust		2,300		108,100
Equity Lifestyle Properties, Inc.		1,000		45,670
Equity One, Inc.		3,500		80,605
FelCor Lodging Trust, Inc.		7,400		115,366
First Industrial Reality Trust, Inc.		5,900		204,140
Glimcher Realty Trust		600		8,574
Gramercy Capital Corp.		1,200		29,172
Hersha Hospitality Trust		1,200		11,400
Highwoods Properties, Inc.		3,600		105,768
Home Properties, Inc.		700		31,395
Inland Real Estate Corp.		7,100		100,536

See Notes to Financial Statements.

58

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Kite Realty Group Trust		1,400	$	21,378
LaSalle Hotel Properties		1,600		51,040
Lexington Corporate Properties Trust		3,400		49,436
LTC Properties, Inc.		1,800		45,090
Medical Properties Trust, Inc.		600		6,114
Mid America Apartment Communities, Inc.		1,100		47,025
National Health Investors, Inc.		600		16,740
Nationwide Health Properties, Inc.		10,000		313,700
Newcastle Investment Corp.		2,400		31,104
Omega Healthcare Investors, Inc.		5,100		81,855
Parkway Properties, Inc.		1,500		55,470
Pennsylvania Real Estate Investment		3,800		112,784
PS Business Parks, Inc.		1,400		73,570
RAIT Investment Trust		2,700		23,274
Ramco Gershenson Properties Trust		1,000		21,370
Realty Income Corp.		7,000		189,140
Redwood Trust, Inc.		900		30,816
Resource Capital Corp.		200		1,862
Saul Centers, Inc.		400		21,372
Senior Housing Properties Trust		8,200		185,976
Sovran Self Storage, Inc.		600		24,060
Strategic Hotels & Resorts, Inc.		3,700		61,901
Sunstone Hotel Investors, Inc.		4,700		85,963
Tanger Factory Outlet Centers, Inc.		3,900		147,069
Taubman Centers, Inc.		1,600		78,704
Tenet Healthcare Corp.*		124,300		631,444
Washington Real Estate Investment Trust		1,800		56,538
				4,196,010

	Country Code**	Shares	Value
ROAD & RAIL – 0.3%
Avis Budget Group, Inc.*		3,300	$	42,900
Cai International, Inc.*		4,000		42,080
Con-way, Inc.		3,000		124,620
Dollar Thrifty Automotive Group*		2,700		63,936
Landstar Systems, Inc.		7,200		303,480
				577,016
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 8.0%
Actel Corp.*		3,100		42,346
Advanced Analogic Technologies Inc*		6,600		74,448
Advanced Energy Industries, Inc.*		16,700		218,436
AMIS Holdings, Inc.*		17,800		178,356
Amkor Technology, Inc.*		40,300		343,759
Analog Devices, Inc.		11,700		370,890
Asyst Technologies, Inc.*		3,600		11,736
Atheros Communications, Inc.*		3,000		91,620
Atmel Corp.*		59,900		258,768
ATMI, Inc.*		12,100		390,225
Brooks Automation, Inc.*		26,700		352,707
Cabot Microelectronics Corp.*		9,600		344,736
Cohu, Inc.		4,100		62,730
Credence Systems Corp*		22,800		55,176
Cymer, Inc.*		12,900		502,197
Day4 Energy, Inc.*	CA	14,900		104,019
DSP Group, Inc.*		700		8,540
Emcore Corp*		8,800		134,640
Entegris, Inc.*		41,900		361,597
FEI Co.*		16,300		404,729
Hittite Microwave Corp.*		400		19,104
Integrated Device Technology, Inc.*		27,800		314,418
Intellon Corp*		3,300		24,882
Intersil Holding Corp.		14,500		354,960

See Notes to Financial Statements.

59

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Intevac, Inc.*		2,100	$	30,534
IXYS Corp.*		500		4,010
Kla-Tencor Corp.		8,700		418,992
Kulicke & Soffa Industries, Inc.*		13,084		89,756
Lam Research Corp.*		7,600		328,548
Linear Technology Corp.		13,500		429,705
LTX Corp.*		5,429		17,264
Mattson Technology, Inc.*		12,400		106,144
Micrel, Inc.		34,900		294,905
Microtune, Inc.*		8,900		58,117
MIPS Technologies, Inc.*		4,600		22,816
MKS Instruments, Inc.*		20,000		382,800
Monolithic Power Systems, Inc.*		6,400		137,408
National Semiconductor Corp.		16,500		373,560
Netlogic Microsystems, Inc.*		4,100		132,020
Novellus Systems, Inc.*		13,000		358,410
ON Semiconductor Corp.*		37,400		332,112
Pericom Semiconductor Corp*		2,800		52,360
Photronics, Inc.*		600		7,482
PMC-Sierra, Inc.*		61,800		404,172
Rambus, Inc.*		9,300		194,742
RF Micro Devices, Inc.*		73,900		421,969
Rubicon Technology, Inc.*		5,600		133,000
Rudolph Technologies, Inc.*		6,200		70,184
Semtech Corp*		23,500		364,720
Sigma Designs, Inc.*		7,500		414,000
Silicon Laboratories, Inc.*		8,500		318,155
Silicon Storage Technology, Inc.*		6,800		20,332
Sirf Technology Holdings, Inc.*		4,100		103,033
Skyworks Solutions, Inc.*		51,600		438,600

	Country Code**	Shares	Value
Standard Microsystems Corp*		6,100	$	238,327
Supertex, Inc.*		2,900		90,741
Techwell, Inc.*		1,900		20,919
Teradyne, Inc.*		33,300		344,322
Tessera Technologies, Inc.*		3,500		145,600
Triquint Semiconductor, Inc.*		6,200		41,106
Ultra Clean Holdings*		3,400		41,480
Ultratech Inc*		300		3,402
Varian Semiconductor Equipment, Inc.*		9,500		351,500
Veeco Instruments, Inc.*		5,500		91,850
Verigy, Ltd.*		16,500		448,305
Volterra Semiconductor Corp*		4,300		47,429
Xilinx, Inc.		19,000		415,530
Zoran Corp.*		20,500		461,455
				14,226,835
SOFTWARE – 8.0%
Activision, Inc.*		16,100		478,170
Actuate Corp.*		17,400		135,198
Advent Software, Inc.*		7,000		378,700
Ansoft Corp.*		4,500		116,325
Ansys, Inc.*		8,100		335,826
Aspen Technology, Inc.*		32,200		522,284
Autodesk, Inc.*		10,200		507,552
BEA Systems, Inc.*		23,500		370,830
Blackbaud, Inc.		12,500		350,500
Blackboard Inc*		8,100		326,025
BMC Software, Inc.*		12,535		446,747
Cadence Design Systems, Inc.*		22,700		386,127
Check Point Software Technologies*		10,500		230,580
Citrix Systems, Inc.*		10,600		402,906
Cognos, Inc.*		5,400		310,878
Commvault Systems, Inc.*		6,900		146,142
Compuware Corp.*		38,400		340,992
Concur Technologies, Inc.*		11,100		401,931
Double-take Software, Inc.*		5,600		121,632
Epiq Systems, Inc.*		4,750		82,698

See Notes to Financial Statements.

60

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Fair Issac Corp.		9,700	$	311,855
FalconStor Software, Inc.*		11,500		129,490
i2 Technologies, Inc.*		1,100		13,860
Informatica Corp.*		26,700		481,134
Interactive Intelligence, Inc.*		5,100		134,385
Intervoice Brite, Inc.*		6,200		49,538
Intuit, Inc.*		14,400		455,184
Jack Henry & Associates, Inc.		17,000		413,780
JDA Software Group, Inc.*		6,200		126,852
Lawson Software, Inc.*		43,500		445,440
Magma Design Automation, Inc.*		2,100		25,641
Manhattan Associates, Inc.*		5,400		142,344
McAfee, Inc.*		10,100		378,750
Mentor Graphics Corp.*		300		3,234
Micros Systems, Inc.*		4,500		315,720
Microstrategy, Inc.*		5,059		481,111
NAVTEQ Corp*		1,100		83,160
Net 1 UEPS Technologies, Inc.*		2,700		79,272
Netscout Systems, Inc.*		2,600		33,202
Novell, Inc.*		49,600		340,752
Nuance Communications, Inc.*		5,200		97,136
Parametric Technology Corp.*		2,800		49,980
Progress Software Corp.*		5,100		171,768
Quality Systems, Inc.		500		15,245
Quest Software, Inc.*		12,700		234,188
Radiant Systems, Inc.*		7,800		134,394
Red Hat, Inc.*		16,900		352,196
Salesforce.com, Inc.*		4,300		269,567
Secure Computing Corp.*		1,500		14,400
Sonic Solutions*		3,300		34,287
SPSS, Inc.*		5,300		190,323
Sybase, Inc.*		9,800		255,682
Synchronoss Technologies, Inc.*		6,600		233,904
Synopsys, Inc.*		13,570		351,870

	Country Code**	Shares	Value
The9, Ltd.*		5,000	$	106,600
THQ, Inc.*		6,600		186,054
Tibco Software, Inc.*		38,200		308,274
Tyler Technologies, Inc.*		8,900		114,721
Ultimate Software Group, Inc.*		4,100		129,027
Vasco Data Security International*		1,900		53,048
Wind River Systems, Inc.*		19,700		175,921
				14,315,332
SPECIALTY RETAIL – 3.2%
A.C. Moore Arts & Crafts, Inc*		5,600		77,000
Abercrombie & Fitch Co. Class A		3,800		303,886
Advanced Auto Parts, Inc.		2,800		106,372
Aeropostale, Inc.*		23,500		622,750
AnnTaylor Stores Corp.*		5,300		135,468
Autonation, Inc.*		17,600		275,616
Autozone, Inc.*		3,200		383,712
Barnes & Noble, Inc.		9,300		320,385
Big 5 Sporting Goods Corp		2,300		33,166
Blockbuster, Inc.*		69,500		271,050
Books-A-Million, Inc.		2,200		26,224
Brown Shoe, Inc.		15,620		236,955
Buckle, Inc.		12,250		404,250
Build-A-Bear Workshop, Inc.*		500		6,975
Cato Corp.		4,000		62,640
Chico’s FAS, Inc.*		8,900		80,367
Christopher & Banks Corp.		5,600		64,120
Dress Barn, Inc.*		21,500		268,965
Hibbett Sports Inc*		6,100		121,878
Hot Topic Inc*		9,700		56,454
Jo-ann Stores, Inc.*		3,100		40,548
JOS A Bank Clothiers Inc.*		4,200		119,490
Mens Wearhouse, Inc.		15,000		404,700
Midas, Inc.*		900		13,194
Monro Muffler, Inc.		650		12,669
Office Depot, Inc.*		8,200		114,062

See Notes to Financial Statements.

61

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
Pacific Sunwear of California, Inc.*		2,100	$	29,631
Pep Boys-Manny Moe & Jack		4,400		50,512
Pier 1 Imports, Inc.*		12,500		65,375
RadioShack Corp.		19,700		332,142
Rental-A-Center, Inc.*		7,200		104,544
Sally Beauty Holdings, Inc.*		25,400		229,870
Select Comfort Corp.*		8,500		59,585
Sherwin-Williams Co/The		2,000		116,080
Sonic Automotive, Inc.		1,800		34,848
Stage Stores, Inc.		1,900		28,120
Talbots, Inc.		1,400		16,548
Ulta Salon Cosmetics & Fragrance, Inc.*		420		7,203
West Marine, Inc.*		300		2,694
				5,640,048
TEXTILES, APPAREL & LUXURY GOODS – 1.3%
Cherokee, Inc.		1,100		35,497
Deckers Outdoor Corp.*		2,500		387,650
Fossil, Inc.*		10,800		453,384
Kellwood Co.		3,300		54,912
Madden Steven, Ltd.*		4,700		94,000
Maidenform Brands, Inc.*		300		4,059
Movado Group, Inc.		5,300		134,037
Perry Ellis International, Inc.*		2,400		36,912
Polo Ralph Lauren Corp.		4,800		296,592
Warnaco Group, Inc.*		12,700		441,960
Wolverine World Wide, Inc.		17,400		426,648
				2,365,651
THRIFT & MORTGAGE FINANCE – 0.4%
Dime Community Bancshares		500		6,385
Downey Financial Corp.		3,500		108,885
Encore Bancshares, Inc.*		1,200		23,988
Federal Agricultural Mortgage Corp.		1,700		44,744

	Country Code**	Shares	Value
First Federal Financial Corp.*		4,300	$	154,026
First Niagara Financial Group, Inc.		20,100		242,004
KNBT Bancorp, Inc.		100		1,542
PMI Group, Inc.		2,500		33,200
Radian Group, Inc.		3,090		36,091
TierOne Corp.		1,700		37,655
ViewPoint Financial Group		100		1,653
WSFS Financial Corp.		700		35,140
				725,313
TOBACCO – 0.5%
Alliance One International, Inc.*		6,500		26,455
Universal Corp.		8,500		435,370
UST, Inc.		3,900		213,720
Vector Group, Ltd.		10,305		206,718
				882,263
TRADING COMPANIES & DISTRIBUTORS – 0.5%
Applied Industrial Technologies, Inc.		13,150		381,613
Houston Wire & Cable Co.		1,100		15,554
Kaman Corp.		1,200		44,172
NuCo2, Inc.*		1,200		29,880
UAP Holding Corp.		8,200		316,520
WW Grainger, Inc.		300		26,256
				813,995
WIRELESS TELECOMMUNICATION SERVICES – 0.5%
Centennial Communication Corp.*		17,500		162,575
Rural Cellular Corp*		800		35,272
Syniverse Holdings, Inc.*		23,600		367,688
Telephone & Data Systems, Inc.		6,000		375,600
USA Mobility, Inc.*		1,100		15,730
				956,865
Total Common Stocks (cost $182,361,516)				177,437,865

See Notes to Financial Statements.

62

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
WARRANT – 0.0%†
ROAD & RAIL – 0.0%†
Redcorp Ventures, Ltd. (1) Expires 7/10/09 (cost $0)	CA	45,700	$	3,010
		Principal Amount (000)
SHORT TERM INVESTMENT – 2.1%
REPURCHASE AGREEMENT – 2.1%
State Street Bank and Trust Company 1.70%, 1/2/08 (collateralized by $3,690,000 Federal Home Loan Bank, 4.125%, 04/18/08, with a value of $3,726,900 total to be received $3,653,345) (cost $3,653,000)		3,653		3,653,000
TOTAL INVESTMENTS – 101.7%
(cost $186,014,516)				181,093,875
Liabilities in excess of other assets – (1.7)%				(2,975,882	)
NET ASSETS – 100.0%			$	178,117,993

* Non-income producing security

** Unless otherwise noted the country code for all securities is United States.

† Amount is less than 0.05%.

ADR American Depositary Receipt

(1) Eligible for resale under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2007 these securities amounted to $46,711, representing 0.03% of net assets.

CA = Canada

See Notes to Financial Statements.

63

FI LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 99.1%
AEROSPACE & DEFENSE – 4.8%
Lockheed Martin Corp.	12,900	$	1,357,854
Precision Castparts Corp.	12,900		1,789,230
Raytheon Co.	24,500		1,487,150
			4,634,234
BIOTECHNOLOGY – 3.4%
Biogen Idec, Inc.*	34,300		1,952,356
United Therapeutics Corp.*	13,700		1,337,805
			3,290,161
CAPITAL MARKETS – 2.8%
Ameriprise Financial, Inc.	7,700		424,347
Bank Of New York Mellon Corp.	21,000		1,023,960
The Goldman Sachs Group, Inc.	5,800		1,247,290
			2,695,597
CHEMICALS – 3.0%
Monsanto Co.	25,700		2,870,433
COMMUNICATIONS EQUIPMENT – 7.2%
Ciena Corp.*	41,300		1,408,743
Cisco Systems, Inc.*	157,060		4,251,614
Polycom, Inc.*	17,945		498,512
QUALCOMM, Inc.	19,193		755,245
			6,914,114
COMPUTERS & PERIPHERALS – 11.3%
Apple Computer, Inc.*	30,261		5,994,099
Hewlett-Packard Co.	91,350		4,611,348
International Business Machines Corp.	2,100		227,010
			10,832,457
CONSTRUCTION & ENGINEERING – 1.7%
Jacobs Engineering Group, Inc.*	17,400		1,663,614
DIVERSIFIED TELECOMMUNICATION SERVICES – 2.3%
AT&T, Inc.	52,517		2,182,606
ELECTRIC UTILITIES – 1.6%
PPL Corp.	29,200		1,521,028
ENERGY EQUIPMENT & SERVICES – 4.7%
National-Oilwell, Inc.*	46,400		3,408,544
Transocean, Inc.*	7,275		1,041,416
			4,449,960

	Shares	Value
FOOD & STAPLES RETAILING – 7.6%
CVS Caremark Corp.	47,600	$	1,892,100
Great Atlantic & Pacific Tea, Inc.*	26,900		842,777
Safeway, Inc.	44,200		1,512,082
Wal-Mart Stores, Inc.	62,900		2,989,637
			7,236,596
HEALTH CARE PROVIDERS & SERVICES – 6.2%
Cardinal Health, Inc.	13,200		762,300
Express Scripts, Inc.*	10,112		738,176
McKesson HBOC, Inc.	15,000		982,650
Medco Health Solutions, Inc.*	21,200		2,149,680
WellPoint, Inc.*	14,800		1,298,404
			5,931,210
HOTELS RESTAURANTS & LEISURE – 1.3%
Burger King Holdings, Inc.	42,900		1,223,079
INSURANCE – 3.4%
ACE, Ltd.	11,600		716,648
Prudential Financial, Inc.	10,200		949,008
The Chubb Corp.	29,470		1,608,473
			3,274,129
INTERNET SOFTWARE & SERVICES – 1.4%
Google, Inc.*	1,900		1,313,812
LIFE SCIENCES TOOLS & SERVICES – 1.3%
PerkinElmer, Inc.	48,000		1,248,960
MACHINERY – 7.3%
AGCO Corp.*	46,500		3,161,070
Cummins, Inc.	12,900		1,643,073
Manitowoc, Inc.	44,980		2,196,373
			7,000,516
MEDIA – 4.9%
Discovery Holding Co.*	41,700		1,048,338
EchoStar Communications Corp., Class A*	19,800		746,856
The Walt Disney Co.	91,000		2,937,480
			4,732,674
METALS & MINING – 0.9%
Allegheny Technologies, Inc.	10,162		877,997
OIL & GAS-EXPLORATION & PRODUCTION – 4.7%
Exxon Mobil Corp.	13,400		1,255,446
Frontier Oil Corp.	24,629		999,445
Holly Corp.	12,300		625,947

See Notes to Financial Statements.

64

FI LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Shares	Value
Tesoro Corp.	25,400	$	1,211,580
Western Refining, Inc.	15,592		377,482
			4,469,900
PHARMACEUTICALS – 2.7%
Endo Pharmaceuticals Holding, Inc.*	26,000		693,420
Schering-Plough Corp.	70,472		1,877,374
			2,570,794
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 4.4%
Applied Materials, Inc.	97,144		1,725,277
Formfactor, Inc.*	32,200		1,065,820
Intel Corp.	17,200		458,552
MEMC Electronic Materials, Inc.*	10,950		968,966
			4,218,615
SOFTWARE – 4.2%
Microsoft Corp.	112,050		3,988,980
SPECIALTY RETAIL – 1.1%
Advanced Auto Parts, Inc.	28,400		1,078,916
TEXTILES, APPAREL & LUXURY GOODS – 3.9%
Coach, Inc.*	15,800		483,164
Nike, Inc.	50,600		3,250,544
			3,733,708

* Non-income producing security

	Shares	Value
TOBACCO – 1.0%
Altria Group, Inc.	12,600	$	952,309
Total Common Stocks (cost $90,272,546)			94,906,399
	Principal Amount (000)
SHORT TERM INVESTMENT – 1.7%
REPURCHASE AGREEMENT – 1.7%
State Street Bank and Trust Company 1.70%, 1/2/08 (collateralized by $1,605,000 Federal Home Loan Bank, 4.125%, 04/18/08, with a value of $1,621,050 total to be received $1,585,150) (cost $1,585,000)	$1,585		1,585,000
TOTAL INVESTMENTS – 100.8%
(cost $91,857,546)			96,491,399
Liabilities in excess of other assets – (0.8)%			(747,365	)
NET ASSETS – 100.0%		$	95,744,034

See Notes to Financial Statements.

65

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 100.0%
AEROSPACE & DEFENSE – 2.0%
Precision Castparts Corp.		6,300	$	873,810
Rockwell Collins, Inc.		12,200		878,034
				1,751,844
AIR FREIGHT & COURIERS – 1.1%
CH Robinson Worldwide, Inc.		12,000		649,440
Expeditors International of Washington, Inc.		6,700		299,356
				948,796
AUTO COMPONENTS – 0.7%
BorgWarner, Inc.		12,600		609,966
BIOTECHNOLOGY – 2.6%
Amylin Pharmaceuticals, Inc.*		18,200		673,400
Cephalon, Inc.*		11,200		803,712
Millennium Pharmaceuticals, Inc.*		45,200		677,096
Regeneron Pharmaceuticals, Inc.*		4,600		111,090
				2,265,298
CAPITAL MARKETS – 4.2%
Aberdeen Asset Management PLC	GB	203,748		672,250
Blackrock, Inc.		3,500		758,800
State Street Corp.		12,600		1,023,120
T Rowe Price Group, Inc.		10,600		645,328
Waddell & Reed Financial, Inc. Class A		14,700		530,523
				3,630,021
CHEMICALS – 3.4%
Agrium, Inc.		11,600		837,636
CF Industries Holdings, Inc.		12,100		1,331,726
FMC Corp.		12,900		703,695
				2,873,057

	Country Code**	Shares	Value
COMMERCIAL BANKS – 0.8%
UCBH Holdings, Inc.		46,200	$	654,192
COMMERCIAL SERVICES & SUPPLIES – 7.0%
Allied Waste Industries, Inc.*		91,300		1,006,126
Equifax, Inc.		34,200		1,243,512
Manpower, Inc.		18,200		1,035,580
Republic Services, Inc.		50,200		1,573,770
Robert Half International, Inc.		40,154		1,085,764
				5,944,752
COMMUNICATIONS EQUIPMENT – 1.8%
CommScope, Inc.*		14,000		688,940
F5 Networks, Inc.*		12,900		367,908
Sonus Networks, Inc.*		87,700		511,291
				1,568,139
COMPUTERS & PERIPHERALS – 2.1%
Emulex Corp.*		23,000		375,360
Logitech International*		8,369		306,640
Network Appliance, Inc.*		8,900		222,144
SanDisk Corp.*		25,600		849,152
				1,753,296
CONSTRUCTION & ENGINEERING – 2.1%
Fluor Corp.		3,400		495,448
Foster Wheeler, Ltd.*		8,400		1,302,168
				1,797,616
CONTAINERS & PACKAGING – 0.7%
Owens- Ilinois, Inc.*		12,700		628,650
DISTRIBUTORS – 1.1%
Li & Fung, Ltd.	HK	238,000		959,948
DIVERSIFIED CONSUMER SERVICES – 1.0%
ITT Educational Services, Inc.*		4,800		409,296
Strayer Education, Inc.		2,400		409,392
				818,688
DIVERSIFIED FINANCIAL SERVICES – 0.3%
Bovespa Holding*	BR	13,700		263,994

See Notes to Financial Statements.

66

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
ELECTRIC UTILITIES – 2.5%
DPL, Inc.		34,900	$	1,034,785
Northeast Utilities		34,600		1,083,326
				2,118,111
ELECTRONIC EQUIPMENT & INSTRUMENTS – 2.0%
Flir Systems, Inc.*		21,000		657,300
Kingboard Chemical Holdings, Ltd.	HK	10,000		58,738
National Instruction Corp.		18,800		626,604
Sunpower Corp. Class A*		2,900		378,131
				1,720,773
ENERGY EQUIPMENT & SERVICES – 1.8%
Compagnie Generale De Geophysique-Veritas*		14,900		835,145
Diamond Offshore Drilling, Inc.		4,600		653,200
Seadrill, Ltd.*	NO	1,000		24,402
				1,512,747
FOOD & STAPLES RETAILING – 3.0%
BJ’s Wholesale Club, Inc.*		37,000		1,251,710
SUPERVALU, Inc.		34,900		1,309,448
				2,561,158
GAS UTILITIES – 1.2%
UGI Corp.		38,500		1,049,125
HEALTH CARE EQUIPMENT & SUPPLIES – 3.3%
Beckman Coulter, Inc.		22,500		1,638,000
Intuitive Surgical, Inc.*		1,200		389,400
Respironics, Inc.*		1,700		111,316
St. Jude Medical, Inc.*		16,600		674,624
				2,813,340
HEALTH CARE PROVIDERS & SERVICES – 4.6%
Brookdale Senior Living, Inc.		13,600		386,376
Community Health Systems, Inc.*		35,400		1,304,844
DaVita, Inc.*		10,000		563,500
Health Net, Inc.*		4,300		207,690
Patterson Cos., Inc.*		9,500		322,525
Universal Health Services, Inc.		22,300		1,141,760
				3,926,695

	Country Code**	Shares	Value
HOTELS RESTAURANTS & LEISURE – 0.5%
Ctrip.com International, Ltd.		7,000	$	402,290
HOUSEHOLD DURABLES – 1.7%
Newell Rubbermaid, Inc.		29,800		771,224
NVR, Inc.*		1,300		681,200
				1,452,424
HOUSEHOLD PRODUCTS – 1.5%
Clorox Co.		19,900		1,296,883
INSURANCE – 1.6%
Everest Re Group, Ltd.		5,700		572,280
Unum Group		33,300		792,207
				1,364,487
INTERNET SOFTWARE & SERVICES – 2.5%
Equinix, Inc.*		8,300		838,881
VeriSign, Inc.*		34,600		1,301,306
				2,140,187
IT SERVICES – 1.6%
Western Union Co./the		55,700		1,352,396
LIFE SCIENCES TOOLS & SERVICES – 1.5%
Charles River Laboratories International, Inc.*		19,300		1,269,940
MACHINERY – 3.8%
Kennametal, Inc.		24,900		942,714
Oshkosh Truck Corp.		14,200		671,092
Paccar, Inc.		12,700		691,896
Toro Co.		17,500		952,700
				3,258,402
MEDIA – 1.0%
Dreamworks Animation Skg, Inc.*		34,500		881,130
METALS & MINING – 4.1%
Cleveland-Cliffs, Inc.		14,300		1,441,440
Nucor Corp.		11,700		692,874
Thompson Creek Metals Co., Inc.*	CA	18,600		320,004
United States Steel Corp.		8,600		1,039,826
				3,494,144

See Notes to Financial Statements.

67

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Country Code**	Shares	Value
OIL & GAS-CONSUMABLE FUELS – 6.6%
Consol Energy, Inc.		9,400	$	672,288
Forest Oil Corp.*		26,500		1,347,260
Noble Energy, Inc.		14,600		1,160,992
Peabody Energy Corp.		11,500		708,860
Southwestern Energy Co.*		10,800		601,776
Ultra Petroleum Corp.*		15,600		1,115,400
				5,606,576
PHARMACEUTICALS – 2.7%
Barr Pharmaceuticals, Inc.*		24,400		1,295,640
Elan Corp. PLC*		26,200		575,876
Sepracor, Inc.*		16,500		433,125
				2,304,641
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.7%
Forest City Enterprises, Inc.		10,500		466,620
Greentown China Holdings, Ltd.	HK	105,000		164,286
				630,906
REITS – 0.6%
Kimco Realty Corp.		13,300		484,120
ROAD & RAIL – 2.5%
Con-way, Inc.		7,000		290,780
JB Hunt Transport Services, Inc.		36,600		1,008,330
Landstar Systems, Inc.		20,200		851,430
				2,150,540
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 3.2%
Altera Corp.		66,000		1,275,120
Lam Research Corp.*		18,500		799,755
Linear Technology Corp.		19,700		627,051
				2,701,926
SOFTWARE – 7.1%
Activision, Inc.*		27,600		819,720
Autodesk, Inc.*		20,000		995,200
BMC Software, Inc.*		14,800		527,472

	Country Code**	Shares	Value
Cadence Design Systems, Inc.*		61,200	$	1,041,012
Electronic Arts, Inc.*		19,900		1,162,359
Factset Research Systems, Inc.		5,400		300,780
McAfee, Inc.*		32,600		1,222,500
				6,069,043
SPECIALTY RETAIL – 4.7%
Abercrombie & Fitch Co. Class A		7,600		607,772
American Eagle Outfitters, Inc.		27,800		577,406
Dick’s Sporting Goods, Inc.*		29,800		827,248
O’Reilly Automotive, Inc.*		19,100		619,413
PETsMART, Inc.		25,200		592,956
Tiffany & Co.		17,300		796,319
				4,021,114
TEXTILES & APPAREL – 2.1%
Gildan Activewear, Inc.*		21,500		884,940
Liz Claiborne, Inc.		16,200		329,670
Peace Mark Holdings, Ltd.	HK	208,000		336,646
Under Armour, Inc.*		5,400		235,818
				1,787,074
WIRELESS TELECOMMUNICATION SERVICES – 0.7%
American Tower Corp. Class A*		14,200		604,920
Total Common Stocks (cost $77,157,684)				85,443,349

See Notes to Financial Statements.

68

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2007 Sun Capital Advisers Trust

	Principal Amount (000)		Value
SHORT TERM INVESTMENT – 0.1%
REPURCHASE AGREEMENT – 0.1%
State Street Bank and Trust Company 3.45, %, 1/2/08 (collateralized by $120,000 Federal Home Loan Mortgage 4.125%, 04/18/08, with a value of $121,200 total to be received $117,022) (cost $117,000)	$	117	$	117,000
TOTAL INVESTMENTS – 100.1%
(cost $77,274,684)				85,560,349
Liabilities in excess of other assets – (0.1)%				(122,433	)
NET ASSETS – 100.0%			$	85,437,916

* Non-income producing security

** Unless otherwise noted the country code for all securities is United States.

BR = Brazil

CA = Canada

GB = United Kingdom

HK = Hong Kong

NO = Norway

See Notes to Financial Statements.

69

STATEMENTS OF ASSETS AND LIABILITIES December 31, 2007 Sun Capital Advisers Trust

	All Cap Fund			Investment Grade Bond Fund			Money Market Fund			Real Estate Fund		Davis Venture Value Fund		Oppenheimer Main Street Small Cap Fund			FI Large Cap Growth Fund			Blue Chip Mid Cap Fund
ASSETS
Investment in securities, at value	$	13,197,251		$	67,211,567		$	130,858,885		$	258,436,439	$	80,821,564	$	181,093,875		$	96,491,399		$	85,560,349
Cash		190,251			25,916			—			196,734		1,109		305			199			974
Foreign currency, at value		—			—			—			—		795		1,787			—			—
Interest and dividends receivable		12,643			587,368			15,351			2,560,508		79,242		141,904			116,271			83,141
Receivable for Fund shares sold		—			1,286			447,391			153,740		144,506		373,153			20,358			—
Receivable for investments sold		—			—			—			—		—		4,048,503			—			684,298
Receivable due from Adviser		5,515			—			—			—		—		—			—			—
Other assets		1,620			7,897			15,628			30,454		9,641		20,247			12,709			10,312
Total Assets		13,407,280			67,834,034			131,337,255			261,377,875		81,056,857		185,679,774			96,640,936			86,339,074
LIABILITIES
Payable for investments purchased - regular delivery		—			451,286			—			—		77,949		7,099,020			363,834			633,021
Payable for investments purchased - delayed delivery		—			1,016,638			—			—		—		—			—			—
Payable for Fund shares redeemed		2,878			74,325			338,985			82,810		161,720		102,155			315,642			50,098
Adviser fee payable		—			64,381			87,190			593,035		121,306		200,164			134,048			156,977
Trustees fees payable		232			937			1,756			3,412		1,135		2,445			1,326			1,195
Accrued expenses and other liabilities		52,190			71,107			57,852			192,105		69,904		157,997			82,052			59,867
Total Liabilities		55,300			1,678,674			485,783			871,362		432,014		7,561,781			896,902			901,158
NET ASSETS	$	13,351,980		$	66,155,360		$	130,851,472		$	260,506,513	$	80,624,843	$	178,117,993		$	95,744,034		$	85,437,916
COMPOSITION OF NET ASSETS
Paid-in Capital	$	13,734,276		$	67,341,627		$	130,851,652		$	236,497,931	$	61,000,232	$	177,380,668		$	93,379,099		$	58,603,361
Accumulated undistributed (distributions in excess of) net investment income (loss)		—			16,611			—			7,851,799		708,986		182,225			—			154,488
Accumulated net realized gain (loss) on investments and foreign currency transactions		(3,800	)		(52,364	)		(180	)		15,883,755		565,330		5,475,779			(2,268,918	)		18,394,723
Net unrealized appreciation (depreciation) of investments and foreign currency transactions		(378,496	)		(1,150,514	)		—			273,028		18,350,295		(4,920,679	)		4,633,853			8,285,344
	$	13,351,980		$	66,155,360		$	130,851,472		$	260,506,513	$	80,624,843	$	178,117,993		$	95,744,034		$	85,437,916
Initial Class
Net Assets	$	5,544,203		$	40,695,607		$	129,111,781		$	87,441,417	$	52,860,905	$	72,740,903		$	62,679,747		$	85,437,916
Shares of Beneficial Interest		514,993			4,290,605			129,113,141			4,793,593		3,873,852		5,603,211			5,884,975			4,760,837
Net asset value per share	$	10.77		$	9.48		$	1.00		$	18.24	$	13.65	$	12.98		$	10.65		$	17.95
Service Class
Net Assets	$	7,807,777		$	25,459,753		$	1,739,691		$	173,065,096	$	27,763,938	$	105,377,090		$	33,064,287		$	—
Shares of Beneficial Interest		707,907			2,665,199			1,739,691			8,802,320		2,039,355		8,200,188			3,109,620			—
Net asset value per share	$	11.03		$	9.55		$	1.00		$	19.66	$	13.61	$	12.85		$	10.63		$	—
Investment in securities, at cost	$	13,575,747		$	68,362,081		$	130,858,885		$	258,163,411	$	62,471,371	$	186,014,516		$	91,857,546		$	77,274,684
Foreign currency, at cost	$	—		$	—		$	—		$	—	$	789	$	1,802		$	—		$	—

See Notes to Financial Statements.

70

STATEMENTS OF OPERATIONS For the Year Ended December 31, 2007 Sun Capital Advisers Trust

	All Cap Fund			Investment Grade Bond Fund			Money Market Fund			Real Estate Fund			Davis Venture Value Fund			Oppenheimer Main Street Small Cap Fund			FI Large Cap Growth Fund			Blue Chip Mid Cap Fund
INVESTMENT INCOME
Interest (net of foreign withholding taxes of $0; $1,886; $0; $0; $0; $0; $0 and $0, respectively)	$	20,534		$	3,609,756		$	6,801,915		$	475,523		$	109,770		$	54,758		$	26,649		$	52,721
Dividends (net of foreign withholding taxes of $0; $0; $0; $0; $7,517; $1,445; $0 and $4,790, respectively)		220,827			—			—			9,505,435			1,273,329			1,520,954			575,862			725,565
Total investment income		241,361			3,609,756			6,801,915			9,980,958			1,383,099			1,575,712			602,511			778,286
EXPENSES
Investment advisory fee		94,694			369,502			646,704			2,376,753			535,101			993,571			554,622			753,017
Distribution fee (Service Class)		17,816			44,326			3,795			352,900			28,890			103,208			67,095			—
Custody and fund accounting		63,206			86,988			78,236			97,739			87,325			455,156			103,175			119,382
Audit		38,214			38,423			32,983			39,189			35,061			39,612			35,202			35,910
Legal		4,030			15,642			33,100			71,835			19,499			32,129			22,544			25,860
Printing		1,530			6,826			11,455			57,895			5,694			19,566			13,827			11,248
Administration		24,088			59,622			110,767			201,467			66,982			105,254			64,885			76,059
Transfer agency		13,326			13,778			13,674			17,980			13,018			13,342			15,664			8,325
Trustees fees		1,873			12,316			27,167			53,670			14,059			25,036			10,337			19,283
Insurance		2,034			9,578			21,572			40,719			10,711			16,035			791			16,922
Miscellaneous fees		1,003			2,176			826			6,571			2,423			3,840			4,074			5,085
Total expenses		261,814			659,177			980,279			3,316,718			818,763			1,806,749			892,216			1,071,091
Less: Reduction of advisory fees		(94,694	)		(152,973	)		(329,779	)		(211,790	)		(147,751	)		(462,105	)		(226,129	)		(129, 819	)
Reimbursement of operating expenses		(27,554	)		—			—			—			—			—			—			—
Net expenses		139,566			506,204			650,500			3,104,928			671,012			1,344,644			666,087			941,272
Net investment income (loss)		101,795			3,103,552			6,151,415			6,876,030			712,087			231,068			(63,576	)		(162,986	)
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY
Net realized gain (loss) from investments and foreign currency transactions		867,392			2,464			(3	)		15,613,636			2,336,914			5,711,348			(1,854,436	)		18,951,633
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		(1,832,135	)		(847,401	)		—			(59,117,636	)		(783,487	)		(12,600,394	)		4,484,369			(4,881,922	)
Net realized and unrealized gain (loss) on investments and foreign currency		(964,743	)		(844,937	)		(3	)		(43,504,000	)		1,553,427			(6,889,046	)		2,629,933			14,069,711
Increase (Decrease) in Net Assets From Operations	$	(862,948	)	$	2,258,615		$	6,151,412		$	(36,627,970	)	$	2,265,514		$	(6,657,978	)	$	2,566,357		$	13,906,725

See Notes to Financial Statements.

71

STATEMENTS OF CHANGES IN NET ASSETS
	Sun Capital Advisers Trust

	All Cap Fund						Investment Grade Bond Fund						Money Market Fund
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2007			2006			2007			2006			2007			2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	101,795		$	133,393		$	3,103,552		$	2,766,130		$	6,151,415		$	5,343,015
Net realized gain (loss) from investments and foreign currency transactions		867,392			226,517			2,464			(25,436	)		(3	)		—
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		(1,832,135	)		1,322,327			(847,401	)		44,189			—			—
Net increase (decrease) in net assets resulting from operations		(862,948	)		1,682,237			2,258,615			2,784,883			6,151,412			5,343,015
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Initial Class		(49,720	)		(81,806	)		(2,262,262	)		(2,349,146	)		(6,083,138	)		(5,303,933	)
Service Class		(48,698	)		(53,365	)		(876,489	)		(315,428	)		(68,277	)		(39,082	)
Net realized gain on investments
Initial Class		(368,681	)		(17,589	)		—			(526,431	)		—			—
Service Class		(500,968	)		(14,555	)		—			(83,387	)		—			—
Return of Capital
Initial Class		—			—			—			(84,142	)		—			—
Service Class		—			—			—			(17,414	)		—			—
Net decrease in net assets from distributions		(968,067	)		(167,315	)		(3,138,751	)		(3,375,948	)		(6,151,415	)		(5,343, 015	)
SHARE TRANSACTIONS
Net proceeds from sales		5,510,262			4,731,848			24,231,512			9,505,246			69,745,250			72,804,005
Net proceeds from reinvestment of distributions		968,067			167,315			3,138,703			3,375,948			6,151,347			5,343,015
Cost of shares redeemed		(2,740,114	)		(2,068,212	)		(14,913,723	)		(14,953,135	)		(66,483,696	)		(67,647,556	)
Net increase (decrease) in net assets from share transactions		3,738,215			2,830,951			12,456,492			(2,071,941	)		9,412,901			10,499,464
Total increase (decrease) in net assets		1,907,200			4,345,873			11,576,356			(2,663,006	)		9,412,898			10,499,464
NET ASSETS
Beginning of period		11,444,780			7,098,907			54,579,004			57,242,010			121,438,574			110,939,110
End of period†	$	13,351,980		$	11,444,780		$	66,155,360		$	54,579,004		$	130,851,472		$	121,438,574
SHARES OF BENEFICIAL INTEREST
Shares sold		437,000			409,327			2,525,592			985,014			69,745,250			72,804,005
Shares issued to shareholders from reinvestment of distributions		88,601			13,350			328,554			352,010			6,151,347			5,343,015
Shares redeemed		(218,665	)		(181,277	)		(1,565,396	)		(1,555,314	)		(66,483,696	)		(67,647,556	)
Net increase (decrease)		306,936			241,400			1,288,750			(218,290	)		9,412,901			10,499,464
† Accumulated undistributed (distributions in excess of) net investment income (loss)	$	—		$	—		$	(16,611	)	$	—		$	—		$	—

See Notes to Financial Statements.

72

STATEMENTS OF CHANGES IN NET ASSETS (Continued)
	Sun Capital Advisers Trust

	Real Estate Fund						Davis Venture Value Fund						Oppenheimer Main Street Small Cap Fund
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2007			2006			2007			2006			2007			2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	6,876,030		$	5,765,357		$	712,087		$	417,395		$	231,068		$	19,774
Net realized gain from investments and foreign currency transactions		15,613,636			29,434,780			2,336,914			1,921,923			5,711,348			16,547,916
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		(59,117,636	)		27,468,821			(783,487	)		5,479,918			(12,600,394	)		(5,153,854	)
Net increase (decrease) in net assets resulting from operations		(36,627,970	)		62,668,958			2,265,514			7,819,236			(6,657,978	)		11,413,836
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Initial Class		(1,516,434	)		(1,835,207	)		(323,114	)		(404,193	)		—			—
Service Class		(1,811,254	)		(1,070,294	)		(72,502	)		(184	)		—			—
Net realized gain on investments:
Initial Class		(12,628,394	)		(4,968,324	)		—			—			(9,223,990	)		(3,408,768	)
Service Class		(18,059,353	)		(3,456,525	)		—			—			(7,562,789	)		(959	)
Return of Capital:
Initial Class		—			—			—			—			—			—
Service Class		—			—			—			—			—			—
Net decrease in net assets from share transactions		(34,015,435	)		(11,330,350	)		(395,616	)		(404,377	)		(16,786,779	)		(3,409,727	)
SHARE TRANSACTIONS
Net proceeds from sales		107,443,210			53,438,966			33,199,463			8,823,372			118,435,652			7,967,521
Net proceeds from reinvestment of distributions		34,015,435			11,330,350			395,616			404,377			16,786,779			3,409,727
Cost of shares redeemed		(38,459,918	)		(44,102,686	)		(16,305,872	)		(9,392,552	)		(20,899,911	)		(19,090,076	)
Net increase (decrease) in net assets from share transactions		102,998,727			20,666,630			17,289,207			(164,803	)		114,322,520			(7,712,828	)
Total increase in net assets		32,355,322			72,005,238			19,159,105			7,250,056			90,877,763			291,281
NET ASSETS
Beginning of period		228,151,191			156,145,953			61,465,738			54,215,682			87,240,230			86,948,949
End of period†	$	260,506,513		$	228,151,191		$	80,624,843		$	61,465,738		$	178,117,993		$	87,240,230
SHARES OF BENEFICIAL INTEREST
Shares sold		4,580,162			2,325,382			2,407,739			725,226			8,108,313			559,301
Shares issued to shareholders from reinvestment of distributions		1,683,947			496,597			29,378			33,475			1,270,656			245,305
Shares redeemed		(1,671,440	)		(1,966,405	)		(1,191,863	)		(779,404	)		(1,385,457	)		(1,300,786	)
Net increase (decrease)		4,592,669			855,574			1,245,254			(20,703	)		7,993,512			(496,180	)
† Accumulated undistributed (distributions in excess of) net investment income (loss)	$	7,851,799		$	4,863,265		$	708,986		$	401,361		$	182,225		$	12,559

See Notes to Financial Statements.

73

STATEMENTS OF CHANGES IN NET ASSETS (Continued)
	Sun Capital Advisers Trust

	FI Large Cap Growth Fund						Blue Chip Mid Cap Fund
	Year Ended December 31,						Year Ended December 31,
	2007			2006*			2007			2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(63,576	)	$	(2,103	)	$	(162,986	)	$	879,571
Net realized gain (loss) from investments and foreign currency transactions		(1,854,436	)		(109,263	)		18,951,633			15,597,796
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		4,484,369			149,484			(4,881,922	)		(6,369,825	)
Net increase in net assets resulting from operations		2,566,357			38,118			13,906,725			10,107,542
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Initial Class		—			—			(1,028,183	)		—
Service Class		—			—			—			—
Net realized gain on investments
Initial Class		(157,990	)		—			(15,554,509	)		(15,575,148	)
Service Class		(83,653	)		—			—			—
Return of Capital
Initial Class		—			—			—			—
Service Class		—			—			—			—
Net decrease in net assets from distributions		(241,643	)		—			(16,582,692	)		(15,575,148	)
SHARE TRANSACTIONS
Net proceeds from sales		4,731,411			3,814,139			4,709,517			8,457,476
Subscriptions in-kind		115,803,403			—			—			—
Net proceeds from reinvestment of distributions		241,643			—			16,582,692			15,575,148
Cost of shares redeemed		(31,166,663	)		(42,731	)		(27,810,794	)		(18,860,690	)
Net increase (decrease) in net assets from share transactions		89,609,794			3,771,408			(6,518,585	)		5,171,934
Total increase (decrease) in net assets		91,934,508			3,809,526			(9,194,552	)		(295,672	)
NET ASSETS
Beginning of period		3,809,526			—			94,632,468			94,928,140
End of period†	$	95,744,034		$	3,809,526		$	85,437,916		$	94,632,468
SHARES OF BENEFICIAL INTEREST
Shares sold		454,371			386,310			229,932			413,951
Shares issued in-kind		11,102,915			—			—			—
Shares issued to shareholders from reinvestment of distributions		22,833			—			940,595			879,952
Shares redeemed		(2,967,393	)		(4,441	)		(1,380,043	)		(930,785	)
Net increase (decrease)		8,612,726			381,869			(209,516	)		363,118
† Accumulated undistributed (distributions in excess of) net investment income (loss)	$	—		$	—		$	154,488		$	863,339

* For the period May 1, 2006 (commencement of operations) through December 31, 2006.

See Notes to Financial Statements.

74

FINANCIAL HIGHLIGHTS
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	All Cap Fund Initial Class Shares															All Cap Fund Service Class Shares
	Years Ended December 31,															Years Ended December 31,
	2007			2006			2005			2004			2003			2007			2006			2005			2004*
Net Asset Value, Beginning of Period	$	12.37		$	10.47		$	12.47		$	11.45		$	7.54		$	12.65		$	10.70		$	12.72		$	12.14
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.12			0.17			0.02			0.03			0.04			0.08			0.12			(0.00	)(e)		0.00	(e)
Net realized and unrealized gain (loss) on investments		(0.84	)		1.93			(0.09	)		2.25			3.94			(0.84	)		2.00			(0.11	)		1.58
Total from Investment Operations		(0.72	)		2.10			(0.07	)		2.28			3.98			(0.76	)		2.12			(0.11	)		1.58
Less Distributions from:
Net investment income		(0.10	)		(0.16	)		(0.02	)		(0.03	)		(0.03	)		(0.08	)		(0.13	)		—			(0.00	)(e)
In excess of net investment income		—			—			—			—			—			—			—			—			—
Net realized gain on investments		(0.78	)		(0.04	)		(1.91	)		(1.23	)		(0.04	)		(0.78	)		(0.04	)		(1.91	)		(1.00	)
In excess of net realized gain on investments		—			—			—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—			—			—
Total distributions		(0.88	)		(0.20	)		(1.93	)		(1.26	)		(0.07	)		(0.86	)		(0.17	)		(1.91	)		(1.00	)
Net Asset Value, End of Period	$	10.77		$	12.37		$	10.47		$	12.47		$	11.45		$	11.03		$	12.65		$	10.70		$	12.72
Total Return (b)		(5.81	)%		20.07	%		(0.72	)%		20.39	%		52.89	%		(6.07	)%		19.78	%		(0.98	)%		13.20	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	5,544		$	6,183		$	5,505		$	7,049		$	5,082		$	7,808		$	5,262		$	1,594		$	1,111
Ratios to average net assets:
Net expenses (a)(c)(d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		1.15	%		1.15	%		1.15	%		1.15	%
Gross expenses (a)(d)		1.81	%		2.47	%		2.74	%		3.42	%		5.47	%		2.05	%		2.62	%		3.04	%		4.04	%
Net investment income (loss) (a)(c)(d)		0.89	%		1.47	%		0.15	%		0.27	%		0.70	%		0.63	%		1.44	%		(0.05	)%		0.21	%
Portfolio turnover rate		63	%		135	%		114	%		137	%		150	%		63	%		135	%		114	%		137	%

* For the period from February 1, 2004 (Commencement of Operations – Service Class Shares) through December 31, 2004.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

(e) Amount is less than $0.005 per share.

75

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Investment Grade Bond Fund Initial Class Shares															Investment Grade Bond Fund Service Class Shares
	Years Ended December 31,															Years Ended December 31,
	2007			2006			2005			2004			2003			2007			2006			2005			2004*
Net Asset Value, Beginning of Period	$	9.62		$	9.72		$	10.09		$	10.02		$	9.63		$	9.69		$	9.79		$	10.16		$	10.09
Income (Loss) from Investment Operations:
Net investment income (d)		0.49			0.50			0.46			0.48			0.52			0.47			0.47			0.44			0.42
Net realized and unrealized gain (loss) on investments		(0.14	)		0.00	(e)		(0.27	)		0.14			0.39			(0.14	)		0.01			(0.27	)		0.07
Total from Investment Operations		0.35			0.50			0.19			0.62			0.91			0.33			0.48			0.17			0.49
Less Distributions from:
Net investment income		(0.49	)		(0.47	)		(0.47	)		(0.48	)		(0.52	)		(0.47	)		(0.45	)		(0.44	)		(0.42	)
In excess of net investment income		—			—			—			—			—			—			—			—			—
Net realized gain on investments		—			(0.11	)		(0.09	)		(0.07	)		—			—			(0.11	)		(0.10	)		—
In excess of net realized gain on investments		—			—			—			—			—			—			—			—			—
Capital		—			(0.02	)		—			—			—			—			(0.02	)		—			—
Total distributions		(0.49	)		(0.60	)		(0.56	)		(0.55	)		(0.52	)		(0.47	)		(0.58	)		(0.54	)		(0.42	)
Net Asset Value, End of Period	$	9.48		$	9.62		$	9.72		$	10.09		$	10.02		$	9.55		$	9.69		$	9.79		$	10.16
Total Return (b)		3.75	%		5.39	%		1.96	%		6.42	%		9.63	%		3.51	%		5.13	%		1.73	%		5.03	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	40,696		$	45,186		$	53,630		$	57,619		$	66,335		$	25,460		$	9,393		$	3,612		$	704
Ratios to average net assets:
Net expenses (a)(c)(d)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%		1.00	%		1.00	%		1.00	%		1.00	%
Gross expenses (a)(d)		1.00	%		1.06	%		1.03	%		0.98	%		0.88	%		1.24	%		1.31	%		1.28	%		1.26	%
Net investment income (a)(c)(d)		5.10	%		5.14	%		4.72	%		4.81	%		5.22	%		4.89	%		5.06	%		4.48	%		4.58	%
Portfolio turnover rate		46	%		55	%		55	%		66	%		57	%		46	%		55	%		55	%		66	%

* For the period from February 1, 2004 (Commencement of Operations – Service Class Shares) through December 31, 2004.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

(e) Amount is less than $0.005 per share.

76

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Money Market Fund Initial Class Shares															Money Market Fund Service Class Shares
	Years Ended December 31,															Years Ended December 31,
	2007			2006			2005			2004			2003			2007			2006			2005*
Net Asset Value, Beginning of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income (Loss) from Investment Operations:
Net investment income (d)		0.05			0.05			0.03			0.01			0.01			0.05			0.04			0.02
Net realized and unrealized gain (loss) on investments		0.00	(e)		—			—			—			—			—			—			—
Total from Investment Operations		0.05			0.05			0.03			0.01			0.01			0.05			0.04			0.02
Less Distributions from:
Net investment income		(0.05	)		(0.05	)		(0.03	)		(0.01	)		(0.01	)		(0.05	)		(0.04	)		(0.02	)
In excess of net investment income		—			—			—			—			—			—			—			—
Net realized gain on investments		—			—			—			—			—			—			—			—
In excess of net realized gain on investments		—			—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—			—
Total distributions		(0.05	)		(0.05	)		(0.03	)		(0.01	)		(0.01	)		(0.05	)		(0.04	)		(0.02	)
Net Asset Value, End of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (b)		4.87	%		4.59	%		2.75	%		0.74	%		0.55	%		4.61	%		4.33	%		1.93	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	129,112		$	120,164		$	110,430		$	121,399		$	113,004		$	1,740		$	1,274		$	509
Ratios to average net assets:
Net expenses (a)(c)(d)		0.50	%		0.50	%		0.50	%		0.65	%		0.65	%		0.75	%		0.75	%		0.75	%
Gross expenses (a)(d)		0.76	%		0.77	%		0.77	%		0.71	%		0.65	%		1.00	%		1.02	%		1.02	%
Net investment income (a)(c)(d)		4.76	%		4.51	%		2.69	%		0.77	%		0.56	%		4.50	%		4.31	%		2.99	%
Portfolio turnover rate		N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A

* For the period from April 25, 2005 (Commencement of Operations – Service Class Shares) through December 31, 2005.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

(e) Amount is less than $0.005 per share.

77

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Real Estate Fund Initial Class Shares															Real Estate Fund Service Class Shares
	Years Ended December 31,															Years Ended December 31,
	2007			2006			2005			2004			2003			2007			2006			2005			2004*
Net Asset Value, Beginning of Period	$	24.60		$	18.80		$	19.01		$	15.09		$	11.10		$	26.23		$	19.97		$	20.08		$	15.72
Income (Loss) from Investment Operations:
Net investment income (d)		0.66			0.81			0.23			0.58			0.28			0.40			0.64			0.21			0.30
Net realized and unrealized gain (loss) on investments		(3.70	)		6.37			1.59			4.24			3.71			(3.71	)		6.94			1.65			4.06
Total from Investment Operations		(3.04	)		7.18			1.82			4.82			3.99			(3.31	)		7.58			1.86			4.36
Less Distributions from:
Net investment income		(0.36	)		(0.37	)		(0.32	)		(0.27	)		—			(0.30	)		(0.31	)		(0.26	)		—
In excess of net investment income		—			—			—			—			—			—			—			—			—
Net realized gain on investments		(2.96	)		(1.01	)		(1.71	)		(0.63	)		—			(2.96	)		(1.01	)		(1.71	)		—
In excess of net realized gain on investments		—			—			—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—			—			—
Total distributions		(3.32	)		(1.38	)		(2.03	)		(0.90	)		—			(3.26	)		(1.32	)		(1.97	)		—
Net Asset Value, End of Period	$	18.24		$	24.60		$	18.80		$	19.01		$	15.09		$	19.66		$	26.23		$	19.97		$	20.08
Total Return (b)		(13.13	)%		38.96	%		9.67	%		33.32	%		35.95	%		(13.34	)%		38.64	%		9.37	%		27.74	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	87,441		$	121,197		$	105,368		$	102,300		$	78,695		$	173,065		$	106,954		$	50,778		$	21,890
Ratios to average net assets:
Net expenses (a)(c)(d)		1.10	%		1.10	%		1.10	%		1.23	%		1.25	%		1.35	%		1.35	%		1.35	%		1.50	%
Gross expenses (a)(d)		1.18	%		1.19	%		1.22	%		1.23	%		1.26	%		1.43	%		1.44	%		1.47	%		1.51	%
Net investment income (a)(c)(d)		2.65	%		3.08	%		3.55	%		3.62	%		4.54	%		2.82	%		2.95	%		3.56	%		3.79	%
Portfolio turnover rate		25	%		44	%		32	%		67	%		42	%		25	%		44	%		32	%		67	%

* For the period from February 1, 2004 (Commencement of Operations – Service Class Shares) through December 31, 2004.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

78

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Davis Venture Value Fund Initial Class Shares															Davis Venture Value Fund Service Class Shares
	Years Ended December 31,															Years Ended December 31,
	2007			2006			2005			2004			2003			2007			2006*
Net Asset Value, Beginning of Period	$	13.17		$	11.56		$	10.61		$	9.50		$	7.32		$	13.15		$	12.08
Income (Loss) from Investment Operations:
Net investment income (d)		0.17			0.09			0.09			0.08			0.07			0.12			0.04
Net realized and unrealized gain on investments		0.39			1.61			0.94			1.10			2.16			0.39			1.12
Total from Investment Operations		0.56			1.70			1.03			1.18			2.23			0.51			1.16
Less Distributions from:
Net investment income		(0.08	)		(0.09	)		(0.08	)		(0.07	)		(0.05	)		(0.05	)		(0.09	)
In excess of net investment income		—			—			—			—			—			—			—
Net realized gain on investments		—			—			—			—			—			—			—
In excess of net realized gain on investments		—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—
Total distributions		(0.08	)		(0.09	)		(0.08	)		(0.07	)		(0.05	)		(0.05	)		(0.09	)
Net Asset Value, End of Period	$	13.65		$	13.17		$	11.56		$	10.61		$	9.50		$	13.61		$	13.15
Total Return (b)		4.23	%		14.77	%		9.73	%		12.45	%		30.50	%		3.91	%		9.66	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	52,861		$	61,438		$	54,216		$	51,362		$	44,215		$	27,764		$	27
Ratios to average net assets:
Net expenses (a)(c)(d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		1.15	%		1.15	%
Gross expenses (a)(d)		1.11	%		1.16	%		1.13	%		1.16	%		1.19	%		1.35	%		1.43	%
Net investment income (a)(c)(d)		1.06	%		0.74	%		0.81	%		0.83	%		0.86	%		0.68	%		0.48	%
Portfolio turnover rate		10	%		16	%		15	%		11	%		7	%		10	%		16	%

* For the period from May 1, 2006 (Commencement of Operations – Service Class Shares) through December 31, 2006.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

79

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Oppenheimer Main Street Small Cap Fund Initial Class Shares															Oppenheimer Main Street Small Cap Fund Service Class Shares
	Years Ended December 31,															Years Ended December 31,
	2007			2006			2005			2004			2003			2007			2006*
Net Asset Value, Beginning of Period	$	15.02		$	13.79		$	15.21		$	14.07		$	9.94		$	14.99		$	15.56
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.05			0.01			0.01			1.23			(0.00	)(e)		0.01			(0.01	)
Net realized and unrealized gain (loss) on investments		(0.23	)		1.82			0.57			1.14			4.14			(0.29	)		0.04
Total from Investment Operations		(0.18	)		1.83			0.58			2.37			4.14			(0.28	)		0.03
Less Distributions from:
Net investment income		—			—			—			—			(0.01	)		—			—
In excess of net investment income		—			—			—			—			—			—			—
Net realized gain on investments		(1.86	)		(0.60	)		(2.00	)		(1.23	)		—			(1.86	)		(0.60	)
In excess of net realized gain on investments		—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—
Total distributions		(1.86	)		(0.60	)		(2.00	)		(1.23	)		(0.01	)		(1.86	)		(0.60	)
Net Asset Value, End of Period	$	12.98		$	15.02		$	13.79		$	15.21		$	14.07		$	12.85		$	14.99
Total Return (b)		(1.44	)%		13.60	%		4.33	%		18.43	%		41.62	%		(2.11	)%		0.48	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	72,741		$	87,215		$	86,949		$	89,031		$	71,827		$	105,377		$	25
Ratios to average net assets:
Net expenses (a)(c)(d)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.25	%		1.25	%
Gross expenses (a)(d)		1.38	%		1.42	%		1.10	%		1.09	%		1.12	%		1.61	%		1.82	%
Net investment income (loss) (a)(c)(d)		0.31	%		0.02	%		0.03	%		(0.10	)%		0.13	%		(0.06	)%		(0.09	)%
Portfolio turnover rate		126	%		206	%		58	%		106	%		144	%		126	%		206	%

* For the period from May 1, 2006 (Commencement of Operations – Service Class Shares) through December 31, 2006.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

(e) Amount is less than $0.005 per share.

80

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout the period:

	FI Large Cap Growth Fund Initial Class Shares			FI Large Cap Growth Fund Service Class Shares
	Year Ended December 31,			Years Ended December 31
	2007**			2007			2006*
Net Asset Value, Beginning of Period	$	9.99		$	9.98		$	10.00
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.00	(e)		(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments		0.69			0.70			(0.01	)
Total from Investment Operations		0.69			0.68			(0.02	)
Less Distributions from:
Net investment income		—			—			—
In excess of net investment income		—			—			—
Net realized gain on investments		(0.03	)		(0.03	)		—
In excess of net realized gain on investments		—			—			—
Capital		—			—			—
Total distributions		(0.03	)		(0.03	)		—
Net Asset Value, End of Period	$	10.65		$	10.63		$	9.98
Total Return (b)		6.88	%		6.78	%		(0.20	)%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	62,680		$	33,064		$	3,810
Ratios to average net assets:
Net expenses (a)(c)(d)		0.81	%		1.06	%		1.06	%
Gross expenses (a)(d)		1.06	%		1.46	%		5.26	%
Net investment income (loss) (a)(c)(d)		0.01	%		(0.25	)%		(0.10	)%
Portfolio turnover rate		307	%		307	%		110	%

* For the period from May 1, 2006 (Commencement of Operations – Service Class Shares) through December 31, 2006.

** For the period from April 2, 2007 (Commencement of Operations – Initial Class Shares) through December 31, 2007.

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

(e) Amount is less than $0.005 per share.

81

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Blue Chip Mid Cap Fund Initial Class Shares
	Years Ended December 31,
	2007			2006			2005			2004			2003
Net Asset Value, Beginning of Period	$	19.04		$	20.60		$	18.13		$	15.61		$	11.47
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		(0.00	)(e)		0.18			(0.00	)(e)		0.02			(0.01	)
Net realized and unrealized gain (loss) on investments		2.87			1.87			2.98			2.50			4.15
Total from Investment Operations		2.87			2.05			2.98			2.52			4.14
Less Distributions from:
Net investment income		(0.25	)		—			(0.02	)		—			—
In excess of net investment income		—			—			—			—			—
Net realized gain on investments		(3.71	)		(3.61	)		(0.49	)		—			—
In excess of net realized gain on investments		—			—			—			—			—
Capital		—			—			—			—			—
Total distributions		(3.96	)		(3.61	)		(0.51	)		—			—
Net Asset Value, End of Period	$	17.95		$	19.04		$	20.60		$	18.13		$	15.61
Total Return (b)		15.41	%		11.30	%		16.61	%		16.14	%		36.09	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	85,438		$	94,632		$	94,928		$	89,609		$	75,669
Ratio to average net assets:
Net expenses (a)(c)(d)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Gross expenses (a)(d)		1.14	%		1.14	%		1.15	%		1.12	%		1.14	%
Net investment income (loss) (a)(c)(d)		(0.17	)%		0.92	%		(0.03	)%		0.13	%		(0.09	)%
Portfolio turnover rate		75	%		83	%		67	%		60	%		76	%

(a) Annualized for periods of less than one year.

(b) Total returns are historical and assume changes in share price, reinvestments of all dividends and distributions, and no sales charge. Had certain expenses not been reduced during the periods shown, total returns would have been lower. Total returns for periods of less than one year are not annualized.

(c) Such percentages are after advisory fee waivers and expense reimbursements.

(d) Does not include any insurance charges imposed in connection with your variable insurance contract.

(e) Amount is less than $0.005 per share.

82

NOTES TO FINANCIAL STATEMENTS Sun Capital Advisers Trust

NOTE A — ORGANIZATION

Sun Capital Advisers Trust (the “Trust”) is registered under the Investment Company Act of 1940 as amended (the “1940 Act”) as an open-end management investment company. The Trust was established as a Delaware statutory trust under the laws of Delaware by an Agreement and Declaration of Trust dated July 13, 1998. It currently consists of eight funds (each referred to as a “Fund”, collectively as “the Funds”), which are offered only to qualified pension and retirement plans and variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The Funds are the Sun Capital All Cap Fund (“All Cap Fund”), Sun Capital Investment Grade Bond Fund (“Investment Grade Bond Fund”), Sun Capital Money Market Fund (“Money Market Fund”), Sun Capital Real Estate Fund (“Real Estate Fund”), SC Davis Venture Value Fund (“Davis Venture Value Fund”), SC Oppenheimer Main Street Small Cap Fund (“Oppenheimer Main Street Small Cap Fund”), SC FI Large Cap Growth Fund (“FI Large Cap Growth Fund”), and the SC Blue Chip Mid Cap Fund (“Blue Chip Mid Cap Fund”). Each of the Funds, other than the Real Estate Fund, is classified as a diversified fund under the 1940 Act. Each Fund offers Initial Class Shares. Initial Class Shares for FI Large Cap Growth Fund commenced operations on April 2, 2007. Each Fund offers Service Class Shares except the Blue Chip Mid Cap Fund.

NOTE B — SIGNIFICANT ACCOUNTING POLICIES

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

Valuation of Investments

The net asset value per share (“NAV”) of each Fund is determined as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) on each day the New York Stock Exchange is open for business (a valuation day). If the New York Stock Exchange closes early as a result of holiday observance, emergency, the triggering of trading “circuit breakers” or other reason, each Fund will accelerate the determination of its NAV to that earlier time.

Securities for which exchange quotations are readily available are valued at the last sales price, or, if no sales occurred on that day, at the mean between the closing bid and asked prices. Certain fixed income securities are valued by a dealer or by a pricing service based upon a computerized matrix system, which considers market transactions and dealer supplied valuations. Short-term securities maturing in 60 days or less are valued at cost plus earned discount to maturity (amortized cost), which approximates market value. Securities for which current market quotations are not readily available or are considered unreliable are stated at fair value as determined in good faith under the oversight of the Board of Trustees.

In accordance with Rule 2a-7 of the 1940 Act, the Money Market Fund values its securities initially at cost, and thereafter, securities are assumed to have a constant amortization to maturity of any discount or premium. Amortized cost approximates fair value.

Investments in open end mutual funds are valued at their closing net asset value per share as reported by the investment company.

83

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

Investment Transactions and Income

Investment security transactions are accounted for as of trade date. Dividend income is recorded on the ex-dividend date (net of foreign withholding taxes). Interest income is recorded on the accrual basis (net of foreign withholding taxes). Discounts and premiums on debt securities are amortized using the interest method. Upon notification from issuers some dividend income received from a REIT may be redesignated as a reduction of cost of investment and/or realized gain. Realized gains and losses from security transactions are determined on the basis of identified cost for both financial statement and federal income tax purposes.

The Real Estate Fund may have elements of risk due to concentrated investments in specific industries. Such concentrations may subject the Fund to additional risks resulting from future political or economic conditions.

Foreign Currency Translation and Foreign Investments

The accounting records of the Funds are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of transactions. The effects of changes in foreign currency exchange rates on portfolio investments are included in the net realized and unrealized gains and losses on investments. Net gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

Federal Income Taxes

Each Fund is treated as a separate entity for Federal tax purposes. Each Fund intends to elect or has elected to be treated and intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (“the Code”). By so qualifying, the Funds will not be subject to Federal income taxes to the extent that they distribute all of their taxable income, including realized capital gains, for the fiscal year. In addition, by distributing during each calendar year substantially all of their net investment income, capital gains and certain other amounts, if any, the Funds will not be subject to a Federal excise tax.

A portion of the dividend income recorded by Real Estate Fund is from distributions by publicly traded REITs, and such distributions for tax purposes may also consist of capital gains and return of capital. The actual return of capital and capital gains portions of such distributions will be determined by formal notifications from the REITs subsequent to the calendar year-end. Distributions received from the REITs that are determined to be a return of capital may be recorded by the Fund as a reduction to the cost basis of the securities held.

At December 31, 2007, the following Funds have available for federal income tax purposes capital loss carryovers which can be used to offset certain future realized capital gains.

	Expires December 31,
	2008		2009		2010		2011		2012		2013		2014		2015
Investment Grade Bond Fund	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	42,836
Money Market Fund		156		—		—		—		21		—		—		3

Under current tax law, certain capital losses realized after October 31 within a taxable year may be deferred and treated as occurring on the first day of the following tax year. For the tax period ended December 31, 2007, the following Funds elected to defer net losses arising between November 1, 2007 and December 31, 2007.

	Amount
Investment Grade Bond Fund	$	6,509
Oppenheimer Main Street Small Cap Fund		667,713
FI Large Cap Growth Fund		1,873,907

84

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

The tax character of distributions paid during the year ended December 31, 2007, was as follows:

Fund	Ordinary Income		Long-Term Capital Gain		Return of Capital
All Cap	$	566,912	$	401,155	$	—
Investment Grade Bond		3,138,751		—		—
Money Market		6,151,415		—		—
Real Estate		5,214,804		28,800,631		—
Davis Venture Value		395,616		—		—
Oppenheimer Main Street Small Cap		3,893,207		12,893,572		—
FI Large Cap Growth		241,643		—		—
Blue Chip Mid Cap		1,959,434		14,623,258		—

The tax character of distributions paid during the year ended December 31, 2006, was as follows:

Fund	Ordinary Income		Long-Term Capital Gain		Return of Capital
All Cap	$	165,405	$	1,910	$	—
Investment Grade Bond		2,818,736		455,656		101,556
Money Market		5,343,015		—		—
Real Estate		4,952,767		6,377,583		—
Davis Venture Value		404,377		—		—
Oppenheimer Main Street Small Cap		601,289		2,808,438		—
FI Large Cap Growth		—		—		—
Blue Chip Mid Cap		2,566,459		13,008,689		—

As of December 31, 2007 the components of distributable earnings on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Net Unrealized Appreciation (Depreciation)
All Cap	$	—	$	39,072	$	(421,368	)
Investment Grade Bond		16,610		—		(1,153,532	)
Money Market		—		—		—
Real Estate		12,220,176		10,539,599		1,248,810
Davis Venture Value		708,986		1,023,176		17,892,447
Oppenheimer Main Street Small Cap		3,061,687		4,297,743		(5,954,354	)
FI Large Cap Growth		9,646		—		4,229,196
Blue Chip Mid Cap		6,105,811		12,488,067		8,240,997

Dollar Roll Transactions

The Investment Grade Bond Fund may enter into dollar roll transactions with financial institutions to take advantage of opportunities in the mortgage market. The Fund will only enter into “covered” rolls. A “covered” roll is a specific type of dollar roll for which there is an offsetting cash position or liquid security position. A dollar roll transaction involves a sale by the Fund of securities that it holds with an agreement by the Fund to repurchase similar securities at an agreed upon price and date. The securities repurchased will be substantially similar as to type, coupon and maturity as those sold. The Fund is paid a fee for entering into a dollar roll transaction, that is accrued as income over the life of the dollar roll contract. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on the securities sold.

The proceeds of the sale will generally be invested in additional instruments for the Fund, and the income from these investments, together with any additional fee income received on the dollar roll transaction, will generally

85

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

exceed the interest income that would have been earned on the securities sold. Dollar roll transactions involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price of those similar securities which the Fund is obligated to purchase or that the return earned by the Fund with the proceeds of a dollar roll may not exceed transaction costs.

Repurchase Agreements

The Funds may invest in repurchase agreements. In a repurchase agreement, a Fund buys a security (“collateral”) for a relatively short period (usually not more than 7 days) subject to the obligation to sell the security back to the repurchase agreement counterparty at a fixed time and price plus accrued interest. Securities serving as collateral for each repurchase agreement must be delivered to the Trust’s custodian. The value of the collateral must at least equal 102% of the principal amount of the repurchase transaction, until the agreement matures. The value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. In the event of default, the Funds have the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. There is the risk that the collateral may be insufficient to meet the obligation in the event of default.

When Issued Securities and Forward Commitments

The Funds may purchase or sell securities on a when issued or forward commitment basis. These transactions are arrangements in which the Funds purchase and sell securities with payment and delivery scheduled for a future time. Settlement dates may be a month or more after entering into these transactions and such transactions may involve a risk of loss if the value of the underlying security declines prior to the settlement date. The price of the underlying securities and the date when these securities will be delivered and paid for are fixed at the time the transaction is negotiated. If the other party involved in the transaction fails to deliver the securities the Fund is at risk to subsequently invest at less advantageous prices and yields. In connection with such purchases the Funds maintain cash or liquid assets in an amount equal to purchase commitments for such underlying securities until settlement date and for sales commitments the Funds maintain equivalent deliverable securities as “cover” for the transaction. Unsettled commitments are valued at current market value of the underlying security. Daily fluctuations in the value of such contracts are recorded as unrealized gains or losses.

Expenses

Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributable to a particular Fund are allocated evenly among the affected Funds, allocated on the basis of relative net assets, or otherwise allocated among the Funds as the Trustees may direct or approve. Expenses directly attributable to a particular class of a Fund are charged directly to such class. In calculating the net asset value per share of each class, investment income, realized and unrealized gains and losses and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day plus current day fund share activity.

Dividends and Distributions

The Investment Grade Bond Fund and Money Market Fund declare dividends daily from net investment income, if any. Each of the remaining Funds in the Trust distributes net investment income, if any, annually. Each Fund distributes its net realized capital gains, if any, at least annually. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital and may affect the per share allocation between net investment income and realized and unrealized gain (loss). Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments may include temporary book and tax differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

86

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (“SFAS 157”). SFAS 157, which is effective for fiscal years beginning after November 15, 2007, defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact, if any, the adoption of SFAS 157 will have on the disclosures in the Fund’s financial statements.

In June 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109 (“Fin 48”) was issued and is effective for fiscal years beginning after December 15, 2006, with implementation for daily new asset value calculation purposes for the Funds to be no later than the last business day of the semi-annual reporting period. The FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax provision taken or expected to be taken on a tax return. At December 31, 2007, Trust management has concluded that the adoption of FIN 48 does not result in a material impact to the Fund’s net assets, results of operations and financial statement disclosures. Federal tax returns for the prior three fiscal years for each of the fund’s with the exception of FI Large Cap Growth remain subject to examination by the Internal Revenue Service. FI Large Cap Fund’s federal tax return for the prior fiscal year remains subject to examination by the Internal Revenue Service.

NOTE C — INVESTMENT ADVISORY AND OTHER RELATED PARTY AGREEMENTS

Investment Advisory Agreement

Sun Capital Advisers LLC (the “Adviser”) is the investment adviser to each of the Funds under separate investment advisory agreements with the Trust. The Adviser, at its own cost, has retained Davis Advisors, as subadviser for the Davis Venture Value Fund; OppenheimerFunds, Inc., as subadviser for the Oppenheimer Main Street Small Cap Fund; Pyramis Global Advisors, LLC, as subadviser for the FI Large Cap Growth Fund; and Wellington Management Company, LLP, as subadviser for the Blue Chip Mid Cap Fund. The Adviser is a direct wholly-owned subsidiary of Sun Life Assurance Company of Canada – U.S. Operations Holdings, Inc. (“Sun Life – US Ops Holdco”), a holding company. Sun Life Financial, Inc. (“Sun Life Financial”), a publicly traded holding company, is the ultimate parent of Sun Life – US Ops Holdco and the Adviser.

As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under the advisory agreement, the Trust pays compensation quarterly to the Adviser at the following annual rates based on the average daily net assets of each Fund taken separately:

	Daily Net Assets	Advisory Fee
All Cap Fund	All	0.70%
Investment Grade Bond Fund	All	0.60%
Money Market Fund	All	0.50%
Real Estate Fund	All	0.95%
Davis Venture Value Fund	$0-$500 million over $500 million	0.75% 0.70%
Oppenheimer Main Street Small Cap Fund	$0-$400 million $400 million-$800 million over $800 million	0.80% 0.75% 0.70%
FI Large Cap Growth Fund	$0-$750 million over $750 million	0.75% 0.70%
Blue Chip Mid Cap Fund	$0-$300 million over $300 million	0.80% 0.75%

87

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

Limitations

Through April 30, 2009 the Adviser has contractually agreed to reduce its advisory fee and to reimburse each Fund’s other expenses to reduce each Fund’s total annual operating expenses to:

	Total Operating Expense
Fund	Initial Class		Service Class
All Cap	0.90	%	1.15	%
Investment Grade Bond	0.75	%	1.00	%
Money Market	0.50	%	0.75	%
Real Estate	1.10	%	1.35	%
Davis Venture Value	0.90	%	1.15	%
Oppenheimer Main Street Small Cap	1.00	%	1.25	%
FI Large Cap Growth	0.81	%	1.06	%
Blue Chip Mid Cap	1.00	%	—

To the extent that a Fund’s total expense ratio falls below the expense limit stated above in future years, the Adviser reserves the right to be reimbursed for advisory fees waived and fund expenses paid by it during the prior two fiscal years. For each of the periods below, the Adviser waived all or part of its advisory fee and reimbursed certain operating expenses in the following amounts:

	Year ended December 31, 2007				Two-year period ended December 31, 2007
Fund	Advisory Fees Waived		Expenses Reimbursed		Advisory Fees Waived		Expenses Reimbursed
All Cap	$	94,694	$	27,554	$	158,692	$	103,542
Investment Grade Bond		152,973		—		319,719		—
Money Market		329,779		—		649,471		—
Real Estate		211,790		—		382,534		—
Davis Venture Value		147,751		—		293,419		—
Oppenheimer Main Street Small Cap		462,105		—		836,331		—
Fl Large Cap Growth		226,129		—		241,598		70,747
Blue Chip Mid Cap		129,819		—		264,353		—

Distribution and Service Plan

The Trust has adopted a plan of distribution and service pursuant to Rule 12b-1 under the 1940 Act with respect to its Service Class Shares (the “Plan”), pursuant to which distribution and service fees are paid to Clarendon Insurance Agency, Inc. (“Clarendon”), which is a wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.). The fees of the Trust payable to Clarendon pursuant of the Plan are accrued daily at a rate with respect to each fund which may not exceed 0.25% of the fund’s average daily net assets attributable to Service Class shares regardless of the level of expenses actually incurred by Clarendon and others.

Trustees’ Compensation

Trustees’ fees are paid by the Trust to each independent trustee of the Trust. The aggregate remuneration paid by the Funds to the independent trustees for the year ended December 31, 2007 was $166,250. The Trust pays no compensation directly to its Trustees or officers who are affiliated with the Adviser, Sun Life — US Ops Holdco or Sun Life Financial, all of whom receive remuneration for their services to the Trust from the Adviser, Sun Life — US Ops Holdco or Sun Life Financial. Certain officers and Trustees of the Trust are officers and directors of the Adviser, Sun Life — US Ops Holdco or Sun Life Financial.

88

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

NOTE D — INVESTMENT TRANSACTIONS

Purchases and proceeds from sales and maturities of investments, excluding short-term securities for the year ended December 31, 2007 were as follows:

Fund	Non- Government Purchases		Government Purchases		Non- Government Sales		Government Sales
All Cap	$	10,610,755	$	—	$	8,217,252	$	—
Investment Grade Bond		19,854,949		21,039,027		15,754,181		11,827,530
Real Estate		132,120,065		—		61,594,788		—
Davis Venture Value		22,786,829		—		7,232,023		—
Oppenheimer Main Street Small Cap.		260,063,670		—		155,400,425		—
FI Large Cap Growth*		291,351,372		—		229,803,070		—
Blue Chip Mid Cap		69,940,235		—		90,165,297		—

* Excludes securities received on an in-kind basis and related subsequent sales of securities of $115,803,403 and $88,446,711, respectively.

Purchases and sales, including maturities, of short-term securities, by the Money Market Fund for the year ended December 31, 2007 were $853,235,964, and $850,202,227, respectively.

The identified cost for federal income tax purposes of investments owned by each Fund and their respective gross unrealized appreciation and depreciation at December 31, 2007 were as follows:

	Identified Cost		Gross Unrealized					Net Unrealized Appreciation/ (Depreciation)
Fund			Appreciation		(Depreciation)
All Cap	$	13,618,619	$	1,408,507	$	(1,829,875	)	$	(421,368	)
Investment Grade Bond		68,365,099		966,299		(2,119,831	)		(1,153,532	)
Money Market		130,858,885		—		—			—
Real Estate		257,187,629		19,687,698		(18,438,888	)		1,248,810
Davis Venture Value		62,929,217		20,330,536		(2,438,189	)		17,892,347
Oppenheimer Main Street Small Cap		187,048,229		11,603,515		(17,557,869	)		(5,954,354	)
FI Large Cap Growth		92,262,203		7,883,847		(3,654,651	)		4,229,196
Blue Chip Mid Cap		77,319,352		11,711,759		(3,470,762	)		8,240,997

NOTE E — SHARE TRANSACTIONS

Each of the Funds is authorized to issue an unlimited number of shares without par value. Transactions in classes of each Fund were as follows:

	Initial Class				Service Class
	Year Ended December 31, 2007*		Year Ended December 31, 2006		Year Ended December 31, 2007		Year Ended December 31, 2006**
ALL CAP FUND (shares)
Shares sold	116,389		118,106		320,611		291,221
Shares issued as reinvestment of distributions	38,812		8,010		49,789		5,340
Shares redeemed	(140,137	)	(151,864	)	(78,528	)	(29,413	)
Net increase (decrease) in shares outstanding	15,064		(25,748	)	291,872		267,148
Beginning of period	499,929		525,677		416,035		148,887
End of period	514,993		499,929		707,907		416,035

89

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

	Initial Class						Service Class
	Year Ended December 31, 2007*			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006**
ALL CAP FUND ($)
Net proceeds from sales	$	1,443,134		$	1,362,456		$	4,067,128		$	3,369,392
Net proceeds on reinvestment of distributions		418,401			99,395			549,666			67,920
Shares redeemed		(1,740,225	)		(1,731,074	)		(999,889	)		(337,138	)
Net increase (decrease) in net assets	$	121,310		$	(269,223	)	$	3,616,905		$	3,100,174
INVESTMENT GRADE BOND FUND (shares)
Shares sold		674,859			312,524			1,850,733			672,490
Shares issued as reinvestment of distributions		237,130			308,883			91,424			43,127
Shares redeemed		(1,318,890	)		(1,440,306	)		(246,506	)		(115,008	)
Net increase (decrease) in shares outstanding		(406,901	)		(818,899	)		1,695,651			600,609
Beginning of period		4,697,506			5,516,405			969,548			368,939
End of period		4,290,605			4,697,506			2,665,199			969,548
INVESTMENT GRADE BOND FUND ($)
Net proceeds from sales	$	6,459,516		$	2,997,840		$	17,771,996		$	6,507,406
Net proceeds on reinvestment of distributions		2,262,235			2,959,719			876,468			416,229
Shares redeemed		(12,555,013	)		(13,834,855	)		(2,358,710	)		(1,118,280	)
Net increase (decrease) in net assets	$	(3,833,262	)	$	(7,877,296	)	$	16,289,754		$	5,805,355
MONEY MARKET FUND (shares)
Shares sold		69,244,541			72,037,441			500,709			766,564
Shares issued as reinvestment of distributions		6,083,067			5,303,933			68,280			39,082
Shares redeemed		(66,380,014	)		(67,607,254	)		(103,682	)		(40,302	)
Net increase in shares outstanding		8,947,594			9,734,120			465,307			765,344
Beginning of period		120,165,547			110,431,427			1,274,384			509,040
End of period		129,113,141			120,165,547			1,739,691			1,274,384
MONEY MARKET FUND ($)
Net proceeds from sales	$	69,244,541		$	72,037,441		$	500,709		$	766,564
Net proceeds on reinvestment of distributions		6,083,067			5,303,933			68,280			39,082
Shares redeemed		(66,380,014	)		(67,607,254	)		(103,682	)		(40,302	)
Net increase in net assets	$	8,947,594		$	9,734,120		$	465,307		$	765,344
REAL ESTATE FUND (shares)
Shares sold		684,637			457,882			3,895,525			1,867,500
Shares issued as reinvestment of distributions		731,377			305,914			952,570			190,683
Shares redeemed		(1,548,876	)		(1,442,794	)		(122,564	)		(523,611	)
Net increase (decrease) in shares outstanding		(132,862	)		(678,998	)		4,725,531			1,534,572
Beginning of period		4,926,455			5,605,453			4,076,789			2,542,217
End of period		4,793,593			4,926,455			8,802,320			4,076,789

90

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

	Initial Class						Service Class
	Year Ended December 31, 2007*			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006**
REAL ESTATE FUND ($)
Net proceeds from sales	$	15,105,931		$	9,826,458		$	92,337,279		$	43,612,508
Net proceeds on reinvestment of distributions		14,144,828			6,803,531			19,870,607			4,526,819
Shares redeemed		(35,262,977	)		(31,613,485	)		(3,196,941	)		(12,489,201	)
Net increase (decrease) in net assets	$	(6,012,218	)	$	(14,983,496	)	$	109,010,945		$	35,650,126
DAVIS VENTURE VALUE FUND (shares)
Shares sold		352,493			723,156			2,055,246			2,070
Shares issued as reinvestment of distributions		23,987			33,460			5,391			15
Shares redeemed		(1,168,496	)		(779,404	)		(23,367	)		—
Net increase (decrease) in shares outstanding		(792,016	)		(22,788	)		2,037,270			2,085
Beginning of period		4,665,868			4,688,656			2,085			—
End of period		3,873,852			4,665,868			2,039,355			2,085
DAVIS VENTURE VALUE FUND ($)
Net proceeds from sales	$	4,846,001		$	8,798,372		$	28,353,462		$	25,000
Net proceeds on reinvestment of distributions		323,114			404,193			72,502			184
Shares redeemed		(15,976,603	)		(9,392,552	)		(329,269	)		—
Net increase (decrease) in net assets	$	(10,807,488	)	$	(189,987	)	$	28,096,695		$	25,184
OPPENHEIMER MAIN STREET SMALL CAP FUND (shares)
Shares sold		480,543			557,694			7,627,770			1,607
Shares issued as reinvestment of distributions		695,101			245,236			575,555			69
Shares redeemed		(1,380,644	)		(1,300,786	)		(4,813	)		—
Net increase (decrease) in shares outstanding		(205,000	)		(497,856	)		8,198,512			1,676
Beginning of period		5,808,211			6,306,067			1,676			—
End of period		5,603,211			5,808,211			8,200,188			1,676
OPPENHEIMER MAIN STREET SMALL CAP FUND ($)
Net proceeds from sales	$	6,505,454		$	7,942,521		$	111,930,198		$	25,000
Net proceeds on reinvestment of distributions		9,223,990			3,408,768			7,562,789			959
Shares redeemed		(20,829,036	)		(19,090,076	)		(70,875	)		—
Net increase (decrease) in net assets	$	(5,099,592	)	$	(7,738,787	)	$	119,422,112		$	25,959
FI LARGE CAP GROWTH FUND (shares)
Shares sold		230,312			—			224,059			386,310
Subscriptions in-kind***		7,504,352			—			3,598,563			—
Shares issued as reinvestment of distributions		14,919			—			7,914			—
Shares redeemed		(1,864,608	)		—			(1,102,785	)		(4,441	)
Net increase in shares outstanding		5,884,975			—			2,727,751			381,869
Beginning of period		—			—			381,869			—
End of period		5,884,975			—			3,109,620			381,869

91

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

	Initial Class						Service Class
	Year Ended December 31, 2007*			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006**
FI LARGE CAP GROWTH FUND ($)
Net proceeds from sales	$	2,407,392		$	—		$	2,324,019		$	3,814,139
Subscriptions in-kind***		78,270,388			—			37,533,015			—
Net proceeds on reinvestment of distributions		157,990			—			83,653			—
Shares redeemed		(19,517,679	)		—			(11,648,984	)		(42,731	)
Net increase in net assets	$	61,318,091		$	—		$	28,291,703		$	3,771,408
BLUE CHIP MID CAP FUND (shares)
Shares sold		229,932			413,951
Shares issued as reinvestment of distributions		940,595			879,952
Shares redeemed		(1,380,043	)		(930,785	)
Net increase (decrease) in shares outstanding		(209,516	)		363,118
Beginning of period		4,970,353			4,607,235
End of period		4,760,837			4,970,353
BLUE CHIP MID CAP FUND ($)
Net proceeds from sales	$	4,709,517		$	8,457,476
Net proceeds on reinvestment of distributions		16,582,692			15,575,148
Shares redeemed		(27,810,794	)		(18,860,690	)
Net increase (decrease) in net assets	$	(6,518,585	)	$	5,171,934

* Initial Class Shares for the FI Large Cap Growth Fund commenced on April 2, 2007 and share activity presented is for the period April 2, 2007 to December 31, 2007.

** Service Class Shares for the Davis Venture Value Fund, Oppenheimer Main Street Small Cap Fund and FI Large Cap Growth Fund commenced on May 1, 2006 and share activity presented is for the period May 1, 2006 to December 31, 2006.

*** During the year ended December 31, 2007, FI Large Cap Growth Fund received securities with a value of $115,803,403 in exchange for 11,102,915 fund shares.

92

NOTES TO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

NOTE F — LINE OF CREDIT

The Trust has entered into a $20 million committed unsecured revolving line of credit (the “Agreement”) primarily for temporary or emergency purposes. The Money Market Fund is not a party to this agreement.

Interest is charged to each Fund based on its borrowings at a rate equal to the overnight federal funds rate plus 0.50% per annum. In addition, a commitment fee on the daily unused portion of the $20 million committed line is allocated among the participating funds at the end of each calendar quarter. During the year ended December 31, 2007, the following Funds had borrowings and commitment fees under this Agreement as follows:

Fund	Maximum Loan		Average Daily Amount of Loan		Weighted Average Interest Rate		Commitment Fees
All Cap	$	—	$	—	—	%	$	296
Investment Grade Bond		—		—	—			1,362
Real Estate		—		—	—			5,555
Davis Venture Value		—		—	—			1,593
Oppenheimer Main Street Small Cap		621,000		5,904	5.79			2,921
FI Large Cap Growth		1,138,000		36,315	5.41			1,634
Blue Chip Mid Cap		2,058,000		46,104	5.49			2,021

NOTE G — INDEMNIFICATION

Under the Trust’s organizational documents, its officers and trustees may be indemnified against certain liabilities and expenses arising out to the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trust’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

93

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and the Shareholders of Sun Capital Advisers Trust:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Sun Capital All Cap Fund, Sun Capital Investment Grade Bond Fund, Sun Capital Money Market Fund, Sun Capital Real Estate Fund, SC Davis Venture Value Fund, SC Oppenheimer Main Street Small Cap Fund, SC Blue Chip Mid Cap Fund and SC FI Large Cap Growth Fund (each a portfolio of Sun Capital Advisers Trust, the “Trust”) as of December 31, 2007, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Sun Capital All Cap Fund, Sun Capital Investment Grade Bond Fund, Sun Capital Money Market Fund, Sun Capital Real Estate Fund, SC Davis Venture Value Fund, SC Oppenheimer Main Street Small Cap Fund, SC Blue Chip Mid Cap Fund and SC FI Large Cap Growth Fund as of December 31, 2007, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 26, 2008

94

OTHER INFORMATION (Unaudited)

PROXY VOTING

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling (800) 432-1102 x 1687 and (ii) on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

QUARTERLY FILING OF PORTFOLIO HOLDINGS

The Funds file their complete schedule of investments with the U.S. Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q are (i) available on the SEC’s website at www.sec.gov; and (ii) available for review and copying at the SEC’s Public Reference Room in Washington, D.C. Information about the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

TAX INFORMATION

For the year ended December 31, 2007, the following Funds paid distributions which were designated as long-term capital gains dividends:

Fund	Amount
All Cap	$	401,155
Real Estate		28,800,631
Oppenheimer Main Street Small Cap		12,893,572
Blue Chip Mid Cap		14,623,258

For federal tax purposes, the following information is furnished with respect to the distributions of the Trust for its fiscal year ended December 31, 2007:

Percentage of distributions which qualify for the corporate dividends received deduction:

Fund	Percentage
All Cap	37.96	%
Real Estate	9.11	%
Davis Venture Value	100.00	%
Oppenheimer Main Street Small Cap	17.84	%
FI Large Cap Growth	100.00	%
Blue Chip Mid Cap	75.22	%

95

OTHER INFORMATION (Unaudited) (Continued)

ADVISORY CONTRACT REVEWAL

Funds Having Investment Advisory and/or Subadvisory Agreements Approved in November 2007

Sun Capital All Cap Fund

Sun Capital Investment Grade Bond Fund

Sun Capital Money Market Fund

Sun Capital Real Estate Fund

SC Davis Venture Value Fund

SC Oppenheimer Main Street Small Cap Fund

SC FI Large Cap Growth Fund

SC Blue Chip Mid Cap Fund

Factors Considered by the Board of Trustees (the “Board”) in Approving the Continuation of each Investment Advisory Agreement.

The Funds’ Board approved the continuation of each above-referenced Fund’s current investment advisory agreement (including, in the case of the SC Davis Venture Value Fund, SC Oppenheimer Main Street Small Cap Fund, SC FI Large Cap Growth Fund and SC Blue Chip Mid Cap Fund, each such Fund’s sub-advisory agreement) for an additional twelve-month period at a meeting held in November 2007.

In terms of the process that the Trustees followed prior to approving the continuation of each investment advisory and subadvisory agreement (together, the “investment advisory agreements”), shareholders should know that:

* At present, all but one of the Funds’ Trustees, including the Board’s chairman, are independent of Sun Capital Advisers LLC, each sub-advisor, and their respective affiliates (“Independent Trustees”).

* In connection with the Board’s contract review, the Independent Trustees met on multiple occasions to discuss and consider contract review matters, and were advised by, and held private meetings with, their independent legal counsel.

* The Board engaged in a thorough review of each Fund’s investment advisory agreement(s). In this connection, the Board reviewed a wide range of materials furnished by the adviser and, as applicable, each subadviser, prior to reaching these decisions.

* In connection with reviewing the Funds’ investment management agreements, the Board also reviews the terms of the Funds’ Rule 12b-1 plans, distribution agreement, servicing agreement and other material service agreements.

In determining to approve the continuation of each investment advisory agreement, the Board considered all factors that it believed relevant to the interests of Fund shareholders, including but not limited to:

• The investment advisory and, as applicable, investment subadvisory fee schedules for each Fund, including (i) comparative information provided by Lipper regarding investment advisory and subadvisory fee rates paid to other advisers by similar funds; and (ii) fee rates paid to the adviser and each subadviser by each Fund relative to those paid by similar funds and institutional accounts advised by such firms. The Board gave a lesser weight to fees paid by similar institutional accounts advised by such firms, in light of the material differences in the scope of services typically provided to mutual funds relative to institutional accounts. In the case of each sub-advised Fund, the Board noted that the investment subadvisory fees paid to each subadviser are paid by the adviser out of its fee, not by the Fund. Taking into account the foregoing, the Board concluded that the fee schedules in effect for each Fund represent reasonable compensation in light of the nature, extent and quality of the investment services being provided to such Fund.

• The extent to which economies of scale would be realized as each Fund grows. In this regard, the Board observed that the advisory fees charged to the SC Davis Venture Value Fund, SC Oppenheimer Main Street Small Cap Fund, SC FI Large Cap Growth Fund and SC Blue Chip Mid Cap Fund contain breakpoints and, accordingly, reflect the potential to share economies of scale. In addition, with respect to the Sun Capital All

96

OTHER INFORMATION (Unaudited) (Continued)

Cap Fund, Sun Capital Investment Grade Bond Fund, Sun Capital Money Market Fund and Sun Capital Real Estate Fund, the Board considered the adviser’s commitment to consider breakpoints on each such Fund to the extent any such Fund’s assets under management increase to more substantial, scaleable levels in the future. The Board concluded that each Fund’s fee schedule represents an appropriate sharing between Fund shareholders and the investment advisers of such economies of scale as may exist in the management of each Fund at current asset levels.

• The costs of the services to be provided, and profits realized, by the adviser and its affiliates from their relationship with each Fund. In this regard, the Board observed that the adviser reported that it was operating several Funds at a net loss (suggesting that the adviser had assumed considerable economic risk in contracting with the Funds), and had committed to extend previously existing total operating expense caps applicable to each Fund through at least April 30, 2009. In analyzing the adviser’s and its affiliates’ costs and profits, the Board also reviewed the fees paid to and services provided by the adviser and its affiliates to each Fund for non-advisory services, including distribution (including fees paid pursuant to Rule 12b-1 plans). The Board also considered other benefits to the adviser and its affiliates from their relationships with the Funds, including the role of the Funds in supporting the variable products sponsored by Sun Life. The Board concluded that each Fund’s investment advisory fee schedule represented reasonable compensation in light of, among other factors, the costs incurred by the adviser and its affiliates in providing services to each Fund.

• The investment performance of each Fund, both absolute and relative to various benchmarks and industry peer groups, including comparative information provided by Lipper regarding each Fund’s performance relative to other similar Funds. The Board observed that the SC FI Large Cap Growth Fund had underperformed its benchmark and peer group averages over its initial period of operation. In this regard, the Board considered reports from the subadviser regarding recent changes in the subadviser’s portfolio management team and investment processes in an effort to improve Fund performance. The Board also considered the adviser’s commitment to carefully monitor and report to the Board regarding the Fund’s performance.

• The nature, scope and quality of the services that the adviser and each subadviser provide to the Funds. In this regard, the Board considered, among other things, the adviser’s and each subadviser’s personnel (including particularly those personnel with responsibilities for providing services to the Funds), resources, policies and investment processes. In addition to meeting with representatives of the adviser and each subadviser, the Board also considered, among other things, the adviser’s representation that it was satisfied with the resources, compliance program and level of commitment put forth by each subadviser and its recommendation that each subadvisory agreement be continued. The Board considered that the types of services to be provided under the investment advisory agreements were comparable to those typically found in agreements of such type. In this regard, the Board concluded that the quality and range of services provided by the adviser and, as applicable, each subadvisor, have benefited and should continue to benefit each Fund and its shareholders.

• The practices of the adviser and each subadviser regarding the selection and compensation of brokers and dealers executing portfolio transactions for the Funds, including the brokers’ and dealers’ provision of brokerage and research services to the adviser and each subadviser. The Board indicated that it would continue to monitor the allocation of each Fund’s brokerage to ensure that the principle of “best price and execution” remains paramount in the portfolio trading process.

• The adviser’s and each subadviser’s commitment to and record of compliance, including its written compliance policies and procedures. In this regard, the Board considered the adviser’s continued commitment of attention and resources to compliance functions relevant to the Fund’s operations.

After due consideration of these and other factors that it considered relevant, the Board determined to approve the continuation of each Fund’s investment advisory agreement and, as applicable, investment subadvisory agreement, and concluded that the continuation of such agreements was in the best interest of the Fund’s shareholders.

In reaching this conclusion, the Board did not give particular weight to any single factor noted above. The Board considered these factors over the course of multiple meetings, certain of which were held in executive session with only the Independent Trustees and their counsel present. It is possible that individual Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the investment advisory agreements.

97

OTHER INFORMATION (Unaudited) (Continued) Sun Capital Advisers Trust

Each fund’s business is managed by the trustees. Several of the funds’ trustees and officers are also directors and officers of Sun Life Assurance Company of Canada or the adviser. The table below provides more information about the funds’ trustees and officers.

Name, address and age	Position with the Trust	Length of Time Served	Principal occupation past 5 years	Number of Funds Within Fund Complex Overseen by Trustee	Other Directorships Held Outside of the Fund Complex by Trustee
Michael P. Castellano c/o Sun Capital Advisers Trust One Sun Life Executive Park Attn: Maura Murphy SC 1335 Wellesley Hills, MA 02481 Year of birth: 1941	Trustee	Since February 2005	Retired	8
Dawn-Marie Driscoll c/o Sun Capital Advisers Trust One Sun Life Executive Park Attn: Maura Murphy SC 1335 Wellesley Hills, MA 02481 Year of birth: 1946	Trustee	Since June 2007	President, Driscoll Associates since 1990; Executive Fellow, Center for Business Ethics, Bentley College since 1988	8	Chairperson and Trustee, DWS Scudder Funds (New York) Board (77 mutual funds) since 1987; Director of ICI Mutual Insurance Company since 2007; Advisory Board, Center for Business Ethics, Bentley College since 1988; Trustee, Southwest Florida Community Foundation since 2005
William N. Searcy, Jr. c/o Sun Capital Advisers Trust One Sun Life Executive Park Attn: Maura Murphy SC 1335 Wellesley Hills, MA 02481 Year of birth: 1946	Chairman and Trustee	Since October 1998	Private investor since 2003. Pension and savings trust officer, Sprint Corp., 1989-2003.	8	Trustee, DWS Scudder Funds (New York) Board (77 mutual funds) since 1993
James M.A. Anderson* One Sun Life Executive Park Wellesley Hills, MA 02481 Year of birth: 1949	President, Chief Executive Officer and Trustee	Trustee since October 1998	Executive Vice President and Chief Investment Officer, Sun Life Financial, since 2005, previously chief investment officer, Sun Capital Advisers LLC, 2000 - 2005 and vice president, Sun Life Financial, 1995 - 2005.	8	Director, Sun Capital Advisers LLC since 1998, Director, Sun Life of Canada (U.S.) Holdings, Inc. since 1997, Director, Sun Life Assurance Company of Canada (U.S.) Operations Holdings, Inc. since 1997, Director, Sun Life Financial (Japan), Inc. since 2000, Director, Sun Life Financial (U.S.) Holdings, Inc. since 2001, Director, Sun Life Financial (Bermuda) Holdings, Inc. since 2002, Director, Sun Life of Canada (U.S.) SPE 97-I, Inc. since 2003.

98

OTHER INFORMATION (Unaudited) (Continued) Sun Capital Advisers Trust

Name, address and age	Position with the Trust	Length of Time Served	Principal occupation past 5 years	Number of Funds Within Fund Complex Overseen by Trustee	Other Directorships Held Outside of the Fund Complex by Trustee
James F. Alban* One Sun Life Executive Park Wellesley Hills, MA 02481 Year of birth: 1962	Chief Financial Officer and Treasurer	Since October 1998	Managing Director and Chief Financial Officer, Sun Capital Advisers LLC, since 2000. Assistant vice president, Sun Life Financial since 1998.	N/A	N/A
Joseph L. Ciardi* One Sun Life Executive Park Wellesley Hills, MA 02481 Year of birth: 1967	Chief Compliance Officer	Since May 2006	Chief Compliance Officer, Sun Capital Advisers LLC, since 2006. Assistant vice president, Sun Life Financial, since 2006. Deputy Chief Compliance Officer, Canaccord Adams Inc., 1996 - 2006	N/A	N/A
Maura A. Murphy, Esq.* One Sun Life Executive Park Wellesley Hills, MA 02481 Year of birth: 1960	Secretary	Since October 1998	Managing Director, General Counsel and Secretary, Sun Capital Advisers LLC, since 2000 and secretary since 1998. Senior counsel at Sun Life Financial since 1998.	N/A	N/A

* An interested person of the funds for purposes of Section 2(a)(19) of the 1940 Act

The Statement of Additional Information (SAI) includes additional information about the Funds’ trustees and is available, without charge, upon request by calling 1-800-432-1102 x2496.

99

Sun Capital Advisers Trust

TRUSTEES AND OFFICERS

Michael P. Castellano, Trustee

Dawn-Marie Driscoll, Trustee

William N. Searcy, Jr., Chairman, Trustee

James M.A. Anderson, President, CEO and Trustee

James F. Alban, Treasurer and CFO

Joseph L. Ciardi, Chief Compliance Officer

Maura A. Murphy, Secretary

INVESTMENT ADVISER

Sun Capital Advisers LLC

One Sun Life Executive Park

Wellesley Hills, MA 02481

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT

State Street Bank & Trust Company

1 Lincoln Street

Boston, MA 02111

LEGAL COUNSEL

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

This report must be preceded or accompanied by a prospectus for Sun Capital Advisers Trust which includes more information about charges and expenses. Please read the prospectus carefully before you invest or send money.

Item 2. Code of Ethics.

Registrant has adopted a code of ethics that applies to registrant’s principal executive officer and principal financial officer. This code of ethics is available without charge, upon request, by calling 1-800-432-1102 x1562. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that the registrant has at least one financial expert, Michael P. Castellano, serving on its Audit Committee. Mr. Castellano is considered “independent” for purposes of Item 3(a)(2) of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Aggregate fees billed for professional services rendered to the registrant for the last two fiscal years by the registrant’s principal accountant were as follows:

(a) Audit Fees: Includes amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.

FY 2007	FY 2006
$246,840	$	233,453

(b) Audit-related Fees:

FY 2007	FY 2006
$21,000	None

(c) Tax Fees: Includes amounts related to tax compliance, tax planning and tax advice.

FY 2007	FY 2006
$27,325	$	28,420

(d) All Other Fees: Includes amounts related to non-audit services provided to the registrant by the registrant’s principal accountant.

FY 2007	FY 2006
None	$	96,750

(e) (1) The registrant’s Audit Committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval.

The policy includes a list of specified services that are deemed to be pre-approved, subject to stated dollar limits, by the Audit Committee. The Audit Committee must provide specific advance approval for any service that is not included in the list of pre-approved services, or for any pre-approved service that exceeds the dollar limit set forth in

the policy. In determining whether to approve services, the Audit Committee considers whether the services are consistent with maintaining the principal accountant’s independence.

(e) (2) No services included in this Item 4 (b) through (d) were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable

(g) During the registrant’s fiscal years ended December 31, 2007 and December 31, 2006, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant, the registrant’s investment adviser, or to any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant were $0 and $96,750 , respectively, and were less than the aggregate fees billed for those same periods by the registrant’s principal accountant for audit services rendered to the registrant.

(h) Not applicable

Item 5. Audit Committee of Listed Registrants.

Not applicable

Item 6. Schedule of Investments.

Included in stockholder report filed under Item 1.

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 Investment Company and Affiliated Purchasers.

Not Applicable

Item 10. Submission of Matters to a Vote of Security Holders.

No material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees have been implemented since the registrant’s most recent disclosure to this Item.

Item 11. Controls and Procedures.

(a) Based upon their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There have been no significant changes in the registrant’s internal control over financial reporting during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The code of ethics as required by Form N-CSR Item 2 is filed herewith.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Investment Company Act of 1940, as amended, are filed herewith.

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.

(Registrant)	SUN CAPITAL ADVISERS TRUST
By (Signature and Title)*	/s/ JAMES M.A. ANDERSON
	James M.A. Anderson, President
Date: February 25, 2008
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 (Signature and Title)*	/s/ JAMES M.A. ANDERSON
	James M.A. Anderson, President
	(Chief Executive Officer)
Date: February 25, 2008
By (Signature and Title)*	/s/ JAMES F. ALBAN
	James F. Alban, Treasurer
	(Chief Financial Officer)

Date: February 25, 2008

* Print name and title of each signing officer under his or her signature.