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 x3330

Date of fiscal year end: December 31

Date of reporting period: June 30, 2008

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^®

Semi-Annual Report June 30, 2008

Sun Capital Investment Grade Bond Fund^®

Sun Capital Money Market Fund^®

Sun Capital Global Real Estate Fund^®

SC^SM Davis Venture Value Fund

SC^SM Oppenheimer Main Street Small Cap Fund

SC^SM Oppenheimer Large Cap Core Fund

SC^SM FI Large Cap Growth Fund^*

SC^SM Blue Chip Mid Cap Fund^**

SC^SM Lord Abbett Growth & Income Fund

SC^SM Goldman Sachs Mid Cap Value Fund

SC^SM Goldman Sachs Short Duration Fund

SC^SM PIMCO High Yield Fund

* Effective August 1, 2008, the name of the Fund was changed to SC^SM WMC Large Cap Growth Fund.

** Effective August 1, 2008, the name of the Fund was changed to SC^SM WMC 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.

TABLE OF CONTENTS

Management’s Discussion & Analysis
Investment Grade Bond Fund	1
Money Market Fund	5
Global Real Estate Fund	8
Davis Venture Value Fund	11
Oppenheimer Main Street Small Cap Fund	15
Oppenheimer Large Cap Core Fund	20
FI Large Cap Growth Fund	24
Blue Chip Mid Cap Fund	28
Lord Abbett Growth & Income Fund	32
Goldman Sachs Mid Cap Value Fund	37
Goldman Sachs Short Duration Fund	41
PIMCO High Yield Fund	44
Expense Information	47
Portfolios of Investments and Other Financial Instruments
Investment Grade Bond Fund	49
Money Market Fund	53
Global Real Estate Fund	54
Davis Venture Value Fund	56
Oppenheimer Main Street Small Cap Fund	59
Oppenheimer Large Cap Core Fund	80
FI Large Cap Growth Fund	82
Blue Chip Mid Cap Fund	84
Lord Abbett Growth & Income Fund	88
Goldman Sachs Mid Cap Value Fund	90
Goldman Sachs Short Duration Fund	95
PIMCO High Yield Fund	97
Financial Statements
Statements of Assets and Liabilities	104
Statements of Operations	106
Statements of Changes in Net Assets	108
Financial Highlights	112
Notes to Financial Statements	122
Other Information	142
Proxy Voting Policies and Procedures and Voting Records	142
Quarterly Filing of Portfolio Holdings	142
Advisory Contract Approvals	142

Please Note:

This report and the financial statements contained herein are submitted for the general information of the shareholders of the Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.

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 June 30, 2008, 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

INVESTMENT GRADE BOND FUND

Performance of the Investment Grade Bond Fund continues to be dictated by the performance of “spread” product including the credit, MBS and CMBS sectors. Other than US Treasuries, liquidity as well as pricing remains extremely volatile and unpredictable with little regard for fundamentals.

During the six months ended June 30, 2008 both US monetary and fiscal policy attempted to avoid a systematic shut-down of the US financial system as the credit crisis intensified. Financial firms around the globe have reported more than $400 billion is asset-related writedowns, another blow to the confidence of the financial system. One of the largest investment banks in the world, Bear Stearns, needed the Federal Reserve and the US Treasury to “broker” a weekend deal with JP Morgan to avoid a bankruptcy filing and the crisis of confidence that would have erupted. When one considers the duties of the US Federal Reserve, all were evoked during the historical first six months of 2008, including the Federal Funds rate being reduced by 225 basis points to 2%.

With the JP Morgan purchase of Bear Stearns, we believe systematic risk has been removed from the financial markets, at least in the intermediate term. The Fed continued to combat the current credit crisis by utilizing both traditional and non-traditional measures. In addition to cutting the Federal Funds rate by 225 basis points to 2.00% and the discount rate by 300bps to 2.25% since year-end, the Fed has also injected liquidity into the financial system with no less than five innovative lending programs, three announced in the month of March alone. Perhaps the most influential, the Primary Dealer Credit Facility (PDCF) which allows investment banks to borrow from the Federal Reserve’s lending window, similar to a bank. This program, not seen since the 1930s, essentially eliminates a “Bear Stearns” like crisis of confidence or “run on the bank”. The Fed’s various programs, which typically accept only US Treasuries as collateral, will also be accepting residential and commercial mortgages, and investment grade corporate securities, in an effort to inject liquidity back into the various sectors of the financial markets. Reductions in required capital for Fannie Mae and Freddie Mac, who own or guarantee more than 40% of the $11.5 trillion in outstanding residential mortgage debt, will also positively impact not only liquidity in the MBS sector, with the potential purchase of up to $2 trillion in MBS, but also the ability to secure a mortgage. Also improving the liquidity situation in the beleaguered MBS sector, the Federal Home Loan Banks (FHLB) will be allowed to purchase up to $150 billion in mortgages guaranteed by Fannie Mae and Freddie Mac.

Five-year and longer US Treasury yields declined marginally over the first six months of 2008 while the 2-year declined by 43 basis points to 2.6% benefiting from a significant flight to quality. The Lehman Brothers Aggregate Bond Index (the “Index”), as well as the US Treasury, US Agency and mortgaged-backed security (MBS) sectors, all reported positive absolute returns for the first-half of 2008. The credit, commercial-mortgaged backed security (CMBS) and asset-backed security (ABS) sectors generated negative returns during the same time frame. The Index and all of its sectors reported significant negative excess returns (vs. duration neutral US Treasuries) for the first six months of 2008.

Major stock indicies, as well as many individual stocks are below their mid March 2008 lows reached prior to the JP Morgan/Federal Reserve bailout of Bear Stearns. The S&P 500 is more than 20% off its highs reached in mid October 2007. Corporate credit markets have been a bit more resilient as of late, while residential and commercial mortgage indices are close to their credit crisis wide levels. While the US economy is teetering towards a significant slowdown, many countries around the world are increasing their interest rates to fight inflation, including the heavily watched countries of Brazil, Russia, India and China. Our own Central Bank is most likely on hold for the remainder of the year as anemic growth and continued shaky financial markets argue against interest rate increases, despite recent inflationary headwinds.

1

MANAGEMENT’S DISCUSSION & ANALYSIS (Continued)

Large financial institutions, which have reported more than $400 billion in asset write-downs over the last few quarters do not retain the capacity to act as liquidity providers. As a result, asset prices have plummeted as “forced sellers”, including hedge funds and broker-dealers’ proprietary trading desks liquidate securities regardless of the price. We have tried to take advantage of these opportunities as current spread levels across all sectors imply unfounded levels of defaults.

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. The current portfolio remains 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 slightly short to matched when compared to the benchmark duration.

2

INVESTMENT GRADE BOND FUND

TOP TEN BOND ISSUERS At June 30, 2008 PORTFOLIO COMPOSITION At June 30, 2008

	% of Net Assets
Federal National Mortgage Association	25.2	%
Federal Home Loan Mortgage	9.7
U.S. Treasury Notes	3.4
Residential Accredited Loans, Inc.	1.8
Government National Mortgage Association.	1.6
Rogers Wireless, Inc.	1.6
GMAC Commercial Mortgage Securities Inc.	1.5
Bear Stearns Commercial Mortgage Securities	1.5
Mashantucket Western Pequot Tribe	1.4
Enterprise Products Operating LP	1.4

	% of Net Assets
Corporate Debt Obligations	46.5	%
U.S. Government Agency Obligations	39.8
Commercial Mortgage Backed Securities	13.0
Asset Backed Securities	0.4
Short Term Investments	0.0	*
Other assets less liabilities	0.3
TOTAL	100.0	%

* Amount is less than 0.05%.

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

3

INVESTMENT GRADE BOND FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Investment Grade Bond Fund	(0.14	)%	2.84	%	2.91	%	3.87	%	5.04	%
Lehman Brothers Aggregate Bond Index*	1.13	%	7.12	%	4.09	%	3.86	%	5.46	%
Service Class Shares
Investment Grade Bond Fund	(0.35	)%	2.49	%	2.63	%	N/A		3.39	%
Lehman Brothers Aggregate Bond Index*	1.13	%	7.12	%	4.09	%	N/A		4.15	%

*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 June 30, 2008. Service Class Shares for the period from February 1, 2004 (commencement of operations) to June 30, 2008.

4

MANAGEMENT’S DISCUSSION & ANALYSIS

MONEY MARKET FUND

On June 30, 2008, the Fund had net assets of $142.1 million compared to $130.8 million at year-end. The Initial Class Shares of the Fund had a seven-day effective yield of 2.03% and an average maturity of 41 days, slightly below the average taxable money market fund as reported in the Money Fund Report, published by iMoneyNet Inc. The portfolio was 100% invested in highly rated commercial paper.

During the first half of 2008 money market interest rates, as measured by the three-month Treasury bill, traded in a range between 0.57% and 3.33%. The yield on three-month Treasury bills began the year at the high of 3.33%, reached the lows on March 19th at 0.57% during a flight to quality in the financial markets, and rose to 1.73% by the end of the second quarter.

While market technicals created a range between 77-205 basis points, the 90-day commercial paper yields were typically in a range of 100-125 basis points over Treasury bills.

The Federal Reserve’s monetary-policy committee (FOMC) began the year deliberating the impact of the deterioration in financial markets, weak labor markets as well as the ongoing correction in the housing market. As a result, the FOMC voted, in an emergency meeting to reduce their benchmark lending rate by 75 basis points on January 22nd from 4.25% to 3.50%. Fed Chairman Bernanke, along with other officials, were proactive in efforts to alleviate the credit crunch including expanding the Term Auction Facility auctions, lengthening the maturity of open market repurchase agreements, and making changes to acceptable collateral for those loans to include mortgage-linked bonds. The central bank also made an emergency loan to Bear Stearns Co. to prevent the institution from going bankrupt and facilitated takeover efforts by J.P. Morgan. At each of the three regular meetings beginning on January 30th, the committee continued to lower their lending rate which reduced their benchmark lending rate by a total of 150 basis points. At the end of April the rate was reduced to 2 percent. On June 25th the FOMC voted to keep its target rate for overnight loans unchanged at 2 percent, ending a series of four reductions since the beginning of 2008.

After the June 25^th FOMC meeting, the statement released by the FOMC indicated that the committee felt that “although the downside risks to growth remain, they appear to have diminished somewhat, and the upside risks to inflation have increased.” Recent economic data continue to indicate weak consumer, housing, and manufacturing data as well as increasing commodity prices. Our strategy remains to invest in a high-quality, liquid portfolio with an average maturity below that of the average money market mutual fund.

5

MONEY MARKET FUND

TOP TEN ISSUERS At June 30, 2008 PORTFOLIO COMPOSITION At June 30, 2008

	% of Net Assets
Bankamerica Corp.	3.9	%
FCAR Owner Trust	3.9
Canadian Wheat Board	3.8
State Street Corp.	3.8
AT&T, Inc.	3.8
Merrill Lynch & Co., Inc.	3.8
American General Finance Corp.	3.8
Toyota Credit de Puerto Rico	3.8
Thunder Bay Funding	3.8
J.P. Morgan Chase	3.8

	% of Net Assets
Commercial Paper	98.6	%
Mutual Funds	1.7
Liabilities in excess of other assets	(0.3	)
TOTAL	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

6

MONEY MARKET FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Money Market Fund	1.38	%	3.79	%	4.16	%	2.90	%	3.17	%
Merrill Lynch 3-month U.S. Treasury Bill Index*	1.20	%	3.63	%	4.27	%	3.18	%	3.56	%
Service Class Shares
Money Market Fund	1.26	%	3.53	%	3.90	%	N/A		3.81	%
Merrill Lynch 3-month U.S. Treasury Bill Index*	1.20	%	3.63	%	4.27	%	N/A		4.20	%

*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 June 30, 2008. Service Class Shares for the period from April 25, 2005 (commencement of operations) to June 30, 2008.

7

MANAGEMENT’S DISCUSSION & ANALYSIS

GLOBAL REAL ESTATE FUND

Effective May 1, 2008 the Fund amended its investment strategy to a global real estate mandate, with the fund now benchmarked to the FTSE/EPRA NAREIT Global Real Estate Index rather than the MSCI US REIT Index. Approximately 40% of the fund is invested in 15 international securities.

In the first quarter of 2008, US REITS had shown solid outperformance against other indices as the defensive nature of this asset class came to the fore, but general underperformance in the second quarter of 2008 appeared to emanate more from following the malaise in other financial stocks than from any specific problems related to REITs. The sector’s volatility continued with movements becoming more closely tied to the overall volatile financial sector, and also with added fire from short interest in the REIT sector at a record high of 10% of shares outstanding.

Best performing US REITs through the six months ended June 30, 2008 was Self Storage, while Industrial and Hotels were the large underperformers.

The investment thesis of the Fund remains defensive as we still believe there will be few catalysts in the coming year to spark any sustained revival in the sector. It is unlikely that US REITS will remain as highly correlated with financials as they have been this year as investors are likely to view hard assets with contractual cash flows as a much safer bet. Downside risk certainly remains, especially if real estate prices continue their declines and the constrained capital markets continue. While US REITS continue to trade at a significant discount to NAV (-17%), it can be argued that they remain relatively expensive to stocks and bonds based on historic norms and it is hard to predict how US REITs will behave should financial markets turn around at some point in the near future, especially given the lagging nature of real estate fundamentals. Much of the focus right now is on deteriorating fundamentals and the US REIT outlook is strongly driven by the direction of the economy, with many REITs now forced to recognize the fact that the economic recovery they were expecting in the second half of 2008 is looking much less likely.

Our global strategy has been to maintain an overweight bias in the US (which has thus far proven to be the most resilient market this year) and also the UK where our view is that REITs are priced for substantial pessimism (approximate 35% discount to NAV). We are correspondingly underweight markets such as HK and Continental Europe where it seems prices reflect greater optimism that the global slowdown will only be a shallow and short-lived affair.

8

GLOBAL REAL ESTATE FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS At June 30, 2008

	% of Net Assets
Simon Property Group, Inc.	5.7	%
Unibail-Rodamco	4.9
ProLogis Trust	4.8
Vornado Realty Trust	4.3
Medical Properties Trust, Inc.	4.0
Kimco Realty Corp.	3.9
British Land Co. Plc	3.7
Weyerhaeuser Co.	3.4
Alexandria Real Estate Equities, Inc.	3.4
Plum Creek Timber Co., Inc.	3.1

	% of Net Assets
Diversified	20.3	%
Regional Malls	19.0
Shopping Centers	15.4
Office	11.8
Warehouse & Industrial	10.4
Health Care Equipment & Services	8.1
Timber & Forest Products	6.5
Apartments	5.2
Hotels & Restaurants	1.9
Short Term Investments	1.8
Liabilities in excess of other assets	(0.4	)
TOTAL	100.0	%

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

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

9

GLOBAL REAL ESTATE FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Global Real Estate Fund	(1.86	)%	(10.26	)%	7.92	%	15.66	%	13.83	%
MSCI US REIT Index*	(3.45	)%	(14.15	)%	4.80	%	14.09	%	12.39	%
FTSE/EPRA NAREIT Global Real Estate Index*	(13.71	)%	(19.72	)%	8.26	%	17.87	%	12.64	%
Service Class Shares
Global Real Estate Fund	(2.03	)%	(10.53	)%	7.63	%	N/A		11.93	%
MSCI US REIT Index*	(3.45	)%	(14.15	)%	4.80	%	N/A		10.30	%
FTSE/EPRA NAREIT Global Real Estate Index*	(13.71	)%	(19.72	)%	8.26	%	N/A		13.35	%

*The performance data of the indices 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 indicies are unmanaged and have 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. The FTSE EPRA/NAREIT Global Real Estate Index is a total-return comprising eight index families covering the world’s largest investment markets in various currencies, and is designed to track the performance of listed real estate companies and REITs worldwide.

**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 Global 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 June 30, 2008. Service Class Shares for the period from February 1, 2004 (commencement of operations) to June 30, 2008.

10

MANAGEMENT’S DISCUSSION & ANALYSIS

DAVIS VENTURE VALUE FUND (subadvised by Davis Selected Advisers, L.P.)

The energy sector of the S&P 500 Index turned in the strongest performance for the six months ended June 30, 2008. The financial, telecommunication service and industrial sectors of the S&P 500 Index turned in the weakest performance over the same period.

Energy companies were the most important contributors to the Fund’s performance over the six-month period. The Fund’s energy companies out-performed the corresponding sector within the S&P 500 Index (up 20% versus up 9% for the Index) and the Fund also benefited from a higher relative weighting in this sector (17% versus 14% for the Index). ConocoPhillips, Occidental Petroleum, Devon Energy, EOG Resources, and Canadian Natural Resources 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 12% of its assets invested in foreign companies. As a group, the foreign companies owned by the Fund out-performed the S&P 500 Index over the period.

The Fund’s financial companies out-performed the corresponding sector within the S&P 500 Index (down 24% versus down 30% for the Index), but were still the largest detractors from performance. A higher relative average weighting in this sector (31% versus 17% for the Index) detracted from both absolute and relative performance. While Millea Holdings and Visa were among the top contributors to performance, American International Group, Wachovia, American Express, Berkshire Hathaway, JPMorgan Chase, and Merrill Lynch were among the top detractors from performance.

The weak performance of the Fund’s material (down 12% versus up 1% for the Index) and health care (down 21% versus down 13% for the Index) companies detracted from both absolute and relative performance. UnitedHealth Group, a health care company, was among the top detractors from performance.

11

DAVIS VENTURE VALUE FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS At June 30, 2008

	% of Net Assets
Costco Wholesale Corp.	4.7	%
ConocoPhillips	4.4
Occidental Petroleum Corp.	4.0
Devon Energy Corp.	3.9
Berkshire Hathaway, Inc. Class A	3.7
EOG Resources, Inc.	3.6
American Express Co.	3.2
JPMorgan Chase & Co.	3.0
Loews Corp.	2.4
Philip Morris International, Inc.	2.4

	% of Net Assets
Oil & Gas-Exploration & Production	18.6	%
Insurance	12.8
Short Term Investments	8.7
Food & Staples Retailing	6.4
Media	5.4
Diversified Financial Services	4.1
Capital Markets	4.0
Tobacco	3.4
Consumer Finance	3.2
Commercial Banks	2.5
Industrial Conglomerates	2.2
Software	2.1
Beverages	2.1
Health Care Providers & Services	2.0
Electronic Equipment & Instruments	1.9
Computers & Peripherals	1.5
Specialty Retail	1.3
Containers & Packaging	1.3
IT Services	1.3
Energy Equipment & Services	1.1
Automobiles	1.1
Household Products	1.1
Commercial Services & Supplies	1.0
Construction Materials	1.0
Transportation	0.9
Semiconductors & Semiconductor Equipment	0.9
Diversified Consumer Services	0.9
Real Estate Management & Development	0.9
Metals & Mining	0.8
Health Care Equipment & Supplies	0.8
Internet Software & Services	0.8
Marine	0.7
Wireless Telecommunication Services	0.5
Internet & Catalog Retail	0.5
Communications Equipment	0.5
Air Freight & Logistics	0.5
Pharmaceuticals	0.4
Paper & Forest Products	0.3
Personal Products	0.3
Food Products	0.2
Household Durables	0.1
Multi-Line Retail	0.1
Road & Rail	0.0	*
Liabilities in excess of other assets	(0.2	)
TOTAL	100.0	%

* Amount is less than 0.05%.

12

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

13

DAVIS VENTURE VALUE FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Davis Venture Value Fund	(10.70	)%	(12.87	)%	4.95	%	9.01	%	3.05	%
S&P 500 Index*	(11.91	)%	(13.12	)%	4.40	%	7.58	%	(0.36	)%
Service Class Shares
Davis Venture Value Fund	(10.80	)%	(13.19	)%	N/A		N/A		0.75	%
S&P 500 Index*	(11.91	)%	(13.12	)%	N/A		N/A		0.87	%

*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 June 30, 2008. Service Class Shares for the period from May 1, 2006 (commencement of operations) to June 30, 2008.

14

MANAGEMENT’S DISCUSSION & ANALYSIS

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

The Fund’s returns for the six months ended June 30, 2008, were driven primarily by the success of its market-cap allocation strategy, which emphasized better-performing larger capitalization stocks within its investment universe over lagging smaller capitalization stocks. However, the positive impact of this emphasis was offset to a large degree by shortfalls in our security selection strategies, as the value factors considered by our quantitative models proved relatively ineffective.

The first six months of 2008 proved to be a volatile and challenging period for the U.S. stock market, including small-cap stocks. Investors continued to respond negatively to a deluge of bad economic news, including six consecutive months of job losses, plummeting housing values, sharp increases in mortgage foreclosures, depressed consumer confidence and soaring energy and food costs. As these economic problems intensified, investors grew increasingly concerned about future business and consumer spending, as well as increased selling pressure in stock market sectors ranging from the consumer discretionary area to information technology stocks.

At the same time, the financial markets were roiled by a persistent credit crisis that began in the U.S. sub-prime mortgage sector and spread to a variety of global fixed-income market sectors. The impact of the global credit crunch was particularly severe for large-cap commercial banks, investment banks and bond insurers, many of which announced massive write-offs and write-downs throughout the reporting period. These developments sparked sharp declines in the broader financials sector, including many of the smaller banks and finance companies in the Russell 2000 Index.

In contrast, the energy sector produced unusually strong returns over the first half of the year. Crude oil prices continued to surge higher throughout the reporting period as limited supplies of the commodity had difficulty satisfying rising demand, particularly from fast-growing economies in China, India and other emerging markets. By the end of June, crude oil prices had surpassed $140 per barrel and the average price of gasoline in the United States topped $4 per gallon. The effects of higher commodity prices were particularly positive for the small- and mid-cap oil services and exploration-and-production firms that help the major integrated oil companies exploit new and existing reserves.

In this challenging environment, our top-down models indicated that larger-cap companies were likely to produce better results than their smaller-cap counterparts. An overweight position among these stocks proved favorable, as larger stocks within the Russell 2000 Index eked out a modestly positive absolute return for the reporting period. Conversely, the Index’s micro-cap segment posted steep declines.

However, the positive impact of our market-cap decisions were offset by less favorable results from our bottom-up security selection models, which consider momentum and value criteria, among other factors, in assigning rankings to individual stocks. Over the first six months of the year, value factors proved to be a relatively ineffective predictor of performance among the Fund’s larger-cap holdings. Simply put, inexpensive stocks became more inexpensive. Instead, momentum factors dominated, as richly valued stocks with good earnings growth generally outperformed.

The Fund’s sector selection was particularly disappointing in the high-flying energy sector, where a mildly underweighted position prevented full participation in the area’s gains. On the other hand, overweight exposure to the materials sector and relatively strong stock selection among producers of basic materials contributed positively to the Fund’s relative performance.

Over the course of the reporting period, we made several changes to the Fund’s quantitative models in an effort to make them more effective when economic and market conditions deviate significantly from historical averages. Although these refinements have been under development for some time, we implemented them in the spring, when it became clear that the economic downturn and credit crisis were intensifying.

15

MANAGEMENT’S DISCUSSION & ANALYSIS (Continued)

As of the end of the reporting period, the equity markets have remained unsettled, the U.S. economy has continued to falter, the credit crisis has persisted and inflationary pressures have reawakened. Accordingly, we have continued to closely monitor the financial markets and the performance of our quantitative models. We have maintained modestly overweight exposure to larger-cap stocks, but we recently pared back that position, redeploying assets to smaller-cap stocks. Our stock selection models have assigned higher rankings, on average, to information technology, industrials and materials stocks, while health care and financial stocks generally tended to receive lower rankings.

In volatile and uncertain markets such as this, we believe that our disciplined and broadly diversified investment approach can be particularly helpful in helping investors disregard emotional factors in favor of an objective view of the challenges and opportunities in the stock market.

16

OPPENHEIMER MAIN STREET SMALL CAP FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS (Continued) At June 30, 2008

	% of Net Assets
Big Lots, Inc.	0.5	%
Massey Energy Co.	0.5
GrafTech International, Ltd.	0.5
Gardner Denver, Inc.	0.4
Aeropostale, Inc.	0.4
Schnitzer Steel Industries, Inc.	0.4
DRS Technologies, Inc.	0.4
Sims Group Ltd. ADR	0.4
CF Industries Holdings, Inc.	0.4
Oil States International, Inc.	0.4

INDUSTRY WEIGHTINGS

At June 30, 2008

	% of Net Assets
Insurance	6.5	%
Machinery	5.5
Commercial Services & Supplies	5.4
Semiconductors & Semiconductor Equipment	5.0
Oil & Gas-Exploration & Production	4.8
Software	4.5
Energy Equipment & Services	4.3
Chemicals	4.2
Electronic Equipment & Instruments	3.6
Specialty Retail	3.6
Metals & Mining	2.6
Health Care Providers & Services	2.6
Electrical Equipment	2.5
IT Services	2.4
Communications Equipment	2.2
Computers & Peripherals	2.1
REITS	1.9
Commercial Banks	1.8
Aerospace & Defense	1.8
Textiles, Apparel & Luxury Goods	1.7
Internet Software & Services	1.6
Hotels Restaurants & Leisure	1.4
Health Care Equipment & Supplies	1.4
Trading Companies & Distributors	1.3
Food Products	1.3
Household Durables	1.2
Media	1.2
Diversified Telecommunication Services	1.2

	% of Net Assets
Road & Rail	1.1	%
Containers & Packaging	1.0
Life Sciences Tools & Services	1.0
Pharmaceuticals	1.0
Auto Components	1.0
Multi-Line Retail	0.9
Construction & Engineering	0.9
Personal Products	0.9
Internet & Catalog Retail	0.9
Capital Markets	0.9
Gas Utilities	0.8
Food & Staples Retailing	0.8
Leisure Equipment & Products	0.8
Building Products	0.7
Biotechnology	0.7
Diversified Consumer Services	0.7
Wireless Telecommunication Services	0.6
Thrift & Mortgage Finance	0.6
Consumer Finance	0.6
Marine	0.5
Air Freight & Logistics	0.5
Electric Utilities	0.4
Tobacco	0.3
Diversified Financial Services	0.3
Independent Power Producers & Energy Traders	0.2
Industrial Conglomerates	0.2
Airlines	0.2
Multi-Utilities	0.2
Paper & Forest Products	0.2
Automobiles	0.1
Health Care Technology	0.1
Office Electronics	0.1
Distributors	0.1
Beverages	0.1
Water Utilities	0.1
Real Estate Management & Development	0.1
Household Products	0.0	*
Metals & Mining (warrant)	0.0	*
Other assets less liabilities	0.8
TOTAL	100.0	%

* Amount is less than 0.05%.

17

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

18

OPPENHEIMER MAIN STREET SMALL CAP FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Oppenheimer Main Street Small Cap Fund	(9.55	)%	(18.75	)%	3.56	%	9.05	%	8.17	%
Russell 2000 Index*	(9.37	)%	(16.19	)%	3.79	%	10.29	%	3.06	%
Service Class Shares
Oppenheimer Main Street Small Cap Fund	(9.65	)%	(18.92	)%	N/A		N/A		(5.30	)%
Russell 2000 Index*	(9.37	)%	(16.19	)%	N/A		N/A		(4.65	)%

*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 June 30, 2008. Service Class Shares for the period from May 1, 2006 (commencement of operations) to June 30, 2008.

19

MANAGEMENT’S DISCUSSION & ANALYSIS

OPPENHEIMER LARGE CAP CORE FUND (subadvised by OppenheimerFunds, Inc.)

Effective May 1, 2008 Oppenheimer Funds, Inc. replaced Sun Capital Advisers LLC as subadviser to the Sun Capital All Cap Fund. Also effective May 1, 2008 the name of the Fund was changed to SC Oppenheimer Large Cap Core Fund. OFI Institutional Asset Management, Inc., an affiliate of OppenheimerFunds, Inc., serves as sub-subadviser to SC Oppenheimer Large Cap Core Fund.

The second quarter likely proved frustrating to the majority of U.S. market participants. U.S. equities declined sharply in June, more than offsetting gains from April and May, and sending broad-market indexes into negative territory for a third consecutive quarter. Ongoing credit and housing woes took a back seat to oil and commodity prices as the quarter’s main forces undermining an already lackluster U.S. economy. The S&P 500 returned -3.2% in the second quarter, or -2.7% with dividends, leaving the Index dangerously close to “bear-market” territory (a decline of at least 20% from a previous high) at quarter-end.

Within the broad Russell 3000, growth displayed a pronounced advantage over value across all three capitalization categories. The growth index posted a 1.5% gain against value’s -5.2% loss, making it the strongest quarterly growth bias since the fourth quarter of 2001.

Although weakest on a total return basis for both the Fund and its benchmark, the financials sector was among the Fund’s areas of strength from May 1, 2008 through June 30, 2008. Among the trading highlights, the Fund sold out of several weak performers, including AIG and JPMorgan Chase, avoiding much of their overall losses for the quarter. Additionally, the Fund did not hold Wachovia, down nearly 50% over the past two months.

Energy has dominated the news in recent months, with crude oil futures reaching record highs, climbing above $140/barrel in recent days. For consumers, this has been felt most closely at the gas pump, where increasing fuel prices have cut into discretionary income. Combined with rising food prices, consumers are changing their behavior — shopping at wholesalers instead of retailers, buying generic instead of name brands, trading in their large SUVs for more fuel-efficient vehicles to name just a few. Within this difficult environment, consumer staples stocks have struggled somewhat and the sector was the weakest for the Fund on a relative basis. Archer Daniels Midland and Whole Foods Market ranked among the Fund’s most costly holdings.

For investors, though, the energy sector has been a source of strong returns; within the S&P, the sector gained 6.9% during the holding period, ranking as the top-performing sector in the Index. Although energy ranked among the best sectors on an absolute basis in the Fund, stock selectivity proved costly. Within the sector, we see investors chasing stocks that are perceived to benefit from higher oil prices, even though estimates are not necessarily optimistic. Among the most costly names since manager inception were benchmark securities not held in the portfolio, including Occidental Petroleum, Hess, Halliburton, Peabody Energy, and Chesapeake Energy, each of which saw double-digit gains over the reporting period.

20

OPPENHEIMER LARGE CAP CORE FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS At June 30, 2008

	% of Net Assets
Exxon Mobil Corp.	4.8	%
ConocoPhilips	4.1
Hewlett-Packard Co.	3.6
Pfizer, Inc.	3.4
United Technologies Corp.	2.8
McKesson Corp.	2.8
Apple Computer, Inc.	2.7
Constellation Energy Group, Inc.	2.7
Archer-Daniels-Midland Co.	2.6
Transocean, Inc.	2.6

	% of Net Assets
Oil & Gas-Exploration & Production	12.7	%
Computers & Peripherals	8.3
Health Care Providers & Services	6.7
Aerospace & Defense	5.4
Capital Markets	4.6
Food Products	4.5
Pharmaceuticals	4.4
Energy Equipment & Services	3.7
Insurance	3.5
Media	3.3
Chemicals	3.2
Specialty Retail	3.1
Commercial Banks	2.9
Independent Power Producers & Energy Traders	2.7
Metals & Mining	2.6
Diversified Telecommunication Services	2.4
Software	2.4
Machinery	1.8
Household Durables	1.8
Multi-Utilities	1.7
Food & Staples Retailing	1.6
Biotechnology	1.5
Beverages	1.5
Household Products	1.4
Road & Rail	1.3
Short Term Investments	1.2
Office Electronics	1.2
Semiconductors & Semiconductor Equipment	1.2
Diversified Financial Services	1.1
Electric Utilities	1.1
IT Services	1.0
Industrial Conglomerates	1.0
Commercial Services & Supplies	1.0
Communications Equipment	0.8
Electrical Equipment	0.6
Automobiles	0.3
Hotels Restaurants & Leisure	0.2
Other assets less liabilities	0.3
TOTAL	100.0	%

21

OPPENHEIMER LARGE CAP CORE FUND

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

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

22

OPPENHEIMER LARGE CAP CORE FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Oppenheimer Large Cap Core Fund	(13.83	)%	(21.01	)%	0.97	%	7.03	%	4.93	%
S&P 500 Index*	(11.91	)%	(13.12	)%	4.40	%	7.58	%	4.76	%
Service Class Shares
Oppenheimer Large Cap Core Fund	(13.87	)%	(21.15	)%	0.74	%	N/A		1.89	%
S&P 500 Index*	(11.91	)%	(13.12	)%	4.40	%	N/A		4.78	%

*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 Oppenheimer Large Cap Core 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 June 30, 2008. Service Class Shares for the period from February 1, 2004 (commencement of operations) to June 30, 2008.

23

MANAGEMENT’S DISCUSSION & ANALYSIS

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

Effective August 1, 2008, Wellington Management Company, LLP replaced Pyramis Global Advisors, LLC as subadviser to FI Large Cap Growth Fund. Also effective August 1, 2008, the name of the Fund changed to WMC Large Cap Growth Fund. However, the following Management’s Discussion & Analysis for the period ended June 30, 2008 has been provided by Pyramis Global Advisors, LLC as the subadviser to the Fund during that period.

For the six months ended June 30, 2008, the Information Technology and Industrials sectors finished as the two largest detractors to Fund performance, while Materials and Financials provided the majority of positive returns for the Fund.

Underperformance within the Information Technology sector stemmed largely from our holdings of internet search provider Google. Shares of Google sold off sharply during the first quarter from peak valuations due to initial data points that suggested decelerating growth trends for Google’s U.S. Paid Click revenues, though shares rebounded partially on news that these data points were misinterpreted. Further weakness came when Google reported below-consensus fourth quarter earnings driven largely by slowing online advertising spending. The Industrials sector was negatively affected by holdings in Machinery companies that lagged the benchmark, due largely to slowing construction spending amid a weakening U.S. economy. Conversely, the Materials sector posted positive returns due to our holdings of vertically-integrated phosphate fertilizer producers that gained meaningfully from rising phosphate fertilizer demand and pricing. The Financials sector’s return was supported by underweight holdings in companies with exposure to consumer credit and mortgage lending activity.

24

FI LARGE CAP GROWTH FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS At June 30, 2008

	% of Net Assets
Microsoft Corp.	5.4	%
Apple Computer, Inc.	4.8
Google, Inc., Class A	4.3
Hewlett-Packard Co.	4.2
Wal-Mart Stores, Inc.	4.0
National-Oilwell, Inc.	2.8
Oracle Corp.	2.6
Genentech, Inc.	2.4
Nuance Communications, Inc.	2.2
Burger King Holdings, Inc.	2.0

	% of Net Assets
Software	12.3	%
Oil & Gas-Exploration & Production	10.1
Computers & Peripherals	9.8
Machinery	5.4
Food & Staples Retailing	5.1
Life Sciences Tools & Services	4.7
Energy Equipment & Services	4.7
Internet Software & Services	4.3
Biotechnology	4.1
Insurance	3.5
Chemicals	3.3
Aerospace & Defense	2.9
Textiles, Apparel & Luxury Goods	2.8
Health Care Providers & Services	2.7
Metals & Mining	2.7
Auto Components	2.0
Beverages	2.0
Specialty Retail	2.0
Hotels Restaurants & Leisure	2.0
Road & Rail	2.0
Diversified Financial Services	1.9
Pharmaceuticals	1.6
Tobacco	1.1
Multi-Utilities	1.0
Semiconductors & Semiconductor Equipment	1.0
Food Products	0.7
Household Durables	0.7
Health Care Equipment & Supplies	0.5
Diversified Telecommunication Services	0.5
Commercial Services & Supplies	0.5
Communications Equipment	0.5
Electronic Equipment & Instruments	0.5
Electric Utilities	0.4
Electrical Equipment	0.2
Other assets less liabilities	0.5
TOTAL	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 Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Life of Fund***
FI Large Cap Growth Fund	(14.08	)%	(11.29	)%	(6.62	)%
Russell 1000 Growth Index*	(9.06	)%	(5.96	)%	(1.07	)%
Service Class Shares
FI Large Cap Growth Fund	(14.21	)%	(11.49	)%	(4.05	)%
Russell 1000 Growth Index*	(9.06	)%	(5.96	)%	2.25	%

*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 June 30, 2008. Service Class Shares for the period from May 1, 2006 (commencement of operations) to June 30, 2008.

27

MANAGEMENT’S DISCUSSION & ANALYSIS

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

Equity markets fell in the first half of 2008 amidst continued turmoil in US bond and housing markets. The extended credit crunch contributed to the near collapse of large investment bank Bear Stearns. The US Fed stepped in to sponsor the acquisition of Bear Stearns and introduce multiple programs aimed at improving liquidity. In response to increasing concerns about the financial system and a potential recession in the US, equity investors sought to shed risk. Equity markets were buoyed in April and May by Fed actions and the perception of stabilizing credit markets. However, stocks began to retreat again in June as rising commodity prices stoked inflation concerns and continued weakness in the US housing market reignited economic concerns and credit market fears.

Mid cap stocks led small caps and large caps for the first half of the year when measured using the S&P MidCap 400, Russell 2000, and Russell 1000 Indexes. Within the S&P MidCap 400 Index, only two of the ten broad economic sectors posted positive returns. Energy and Materials were the best performing sectors, with Telecommunication Services and Consumer Discretionary lagging broader returns.

Stock selection was the primary driver of outperformance, although sector allocation was also additive to benchmark relative returns. Strong stock selection within the Materials, Health Care, and Information Technology sectors offset the negative impact to relative performance from stock selection within the Financials and Industrials sectors. The Fund’s underweight position to the poor-performing Financials sector positively impacted relative performance, only slightly off-set by our overweight position to Health Care, which lagged the broader market returns.

Oil and gas exploration and production companies Forest Oil and St. Mary Land & Exploration, and materials holding Agrium were among the top relative and absolute contributors to performance during the period. Shares of Forest Oil benefited from higher realized commodity prices and lower operating costs. St. Mary Land & Exploration reported earnings that exceeded expectations, with better-than-anticipated production, lower lease operating costs, and a higher production outlook from management. Agricultural seed, chemicals, and fertilizer company Agrium raised guidance citing strong retail and wholesale operations amid high crop prices and unprecedented demand for crop inputs.

International mining company Cleveland-Cliffs and biopharmaceutical firm Millennium Pharmaceuticals were among other top absolute contributors.

Among the largest detractors from relative and absolute performance during the period were Autodesk, Toro, and Gildan Activewear. Shares of engineering and design software and services company Autodesk declined with higher marketing costs and slowing North American sales. Shares of Toro, a residential and commercial landscape equipment company, retreated with lowered guidance and concerns about a slowing domestic economy. Clothing maker Gildan’s shares fell after the company released lower-than-anticipated earnings forecasts for the second-quarter and the full year. Electronic design automation company Cadence Design also detracted from the Fund’s absolute returns.

Sector exposure is predominantly a fall-out of stock selection. At the end of the first half of 2008 our largest overweights relative to the S&P MidCap 400 Index were to the Information Technology and Health Care sectors, while the largest underweights were to Financials and Utilities.

28

BLUE CHIP MID CAP FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS At June 30, 2008

	% of Net Assets
Forest Oil Corp.	2.5	%
Agrium, Inc.	2.2
Western Union Co./the	2.0
Beckman Coulter, Inc.	1.9
Ultra Petroleum Corp.	1.9
Noble Energy, Inc.	1.9
VeriSign, Inc.	1.8
FMC Corp.	1.7
Republic Services, Inc.	1.7
Community Health Systems, Inc.	1.6

	% of Net Assets
Oil & Gas-Exploration & Production	10.8	%
Software	7.4
Commercial Services & Supplies	7.1
Chemicals	6.4
Health Care Providers & Services	5.3
Metals & Mining	4.5
Pharmaceuticals	3.4
IT Services	3.2
Health Care Equipment & Supplies	3.1
Internet Software & Services	3.0
Diversified Consumer Services	3.0
Road & Rail	2.7
Food & Staples Retailing	2.6
Energy Equipment & Services	2.5
Machinery	2.3
Biotechnology	2.3
Semiconductors & Semiconductor Equipment	2.3
Electric Utilities	2.2
Construction & Engineering	2.0
Capital Markets	2.0
Insurance	1.8
Computers & Peripherals	1.7
Specialty Retail	1.5
Media	1.4
Electronic Equipment & Instruments	1.4
Gas Utilities	1.3
Personal Products	1.1
Aerospace & Defense	1.1
Electrical Equipment	1.0
Short Term Investments	1.0
Containers & Packaging	1.0
Air Freight & Logistics	1.0
Diversified Financial Services	0.8
Auto Components	0.6
Household Products	0.6
Life Sciences Tools & Services	0.6
Wireless Telecommunication Services	0.5
Textiles, Apparel & Luxury Goods	0.5
Communications Equipment	0.5
Commercial Banks	0.5
REITS	0.5
Hotels Restaurants & Leisure	0.4
Household Durables	0.4
Real Estate Management & Development	0.4
Distributors	0.2
Thrift & Mortgage Finance	0.1
Other assets less liabilities	0.0	*
TOTAL	100.0	%

* Amount is less then 0.05%.

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

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

30

BLUE CHIP MID CAP FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Six Months		One Year		Three Years		Five Years		Life of Fund***
Blue Chip Mid Cap Fund	(3.23	)%	(4.13	)%	11.37	%	14.64	%	13.23	%
S&P MidCap 400 Index*	(3.90	)%	(7.34	)%	7.45	%	12.59	%	9.93	%
Service Class Shares
Blue Chip Mid Cap Fund	NA		NA		NA		NA		10.57	%
S&P Mid Cap 400 Index*	NA		NA		NA		NA		7.06	%

*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 June 30, 2008. Service Class Shares for the period from March 7, 2008 (commencement of operations) to June 30, 2008.

31

MANAGEMENT’S DISCUSSION & ANALYSIS

LORD ABBETT GROWTH & INCOME FUND (subadvised by Lord, Abbett & Co. LLC)

For the period since inception to June 30, 2008, the Fund’s largest detractor from relative performance vs. the Russell 1000 Value Index was its underweight position within the integrated oils sector. Underweight positions within both domestic and international oil producers contributed to the performance shortfall, as energy companies benefited from rising crude oil prices which continued to set new highs at more than $140 per barrel. This underperformance was partially offset by an overweight position within the strong performing other energy sector, where oil well equipment companies produced solid results during the period.

An underweight exposure within the utilities sector, and in particular the electric utilities industry, also hurt performance, as the sector held up relatively well in the down market environment. Stock selection within the auto & transportation sector also detracted from Fund performance, as Delta Air Lines continued to suffer from rising fuel prices.

On the positive side, the largest contribution to relative performance was stock selection within the financial services sector. Insurance broker, Aon, reported better than expected quarterly earnings and recouped nearly all its first quarter decline. Steady organic revenue growth in the Risk & Insurance Brokerage segment and strong margin expansion, especially within the Consulting segment, generated solid earnings results. Also within the sector, Western Union reported favorable earnings with revenue, operating earnings and earnings per share that exceeded analysts’ expectations. In addition, the company raised its earnings per share guidance for the next several years.

Under the weight of sluggish economic activity, falling home prices, rising inflation expectations and joblessness, and mounting subprime credit losses, equities struggled in the first half of 2008. Paced by a sell-off in the financial sector, the S&P 500 Index began the year by tumbling nearly 13 percent (on a total return basis) in the first 10 weeks of trading. Ultimately, the Federal Reserve Board (the Fed) made an emergency decision to provide financing for JP Morgan’s acquisition of Bear Stearns to help stem the systemic spread of jitters that pervaded the market. The unusual move by the Fed restored confidence in the financial system and prompted a short-lived market rally that nearly returned the market to positive territory for the year. Unfortunately, the positive headway lost steam as the price of crude oil broke convincingly above $120 per barrel. For the full six-month period ended June 30, 2008, stocks ended down approximately 12 percent (on a total return basis).

Although the pace of economic activity improved modestly in the first half of 2008 after expanding just 0.8 percent in the fourth quarter of 2007, the rate of expansion remained below the economy’s potential, thereby causing the unemployment rate to rise. The slack created in the labor market, combined with declining home values and a near 40 percent surge in crude oil prices, roiled consumer confidence. Despite the apparent setback to household finances, a well-timed fiscal stimulus package that featured approximately $110 billion worth of tax rebate checks kept consumers spending and the economy, seemingly, out of a recession. The outlook for the economy, however, became increasingly muddled as the price of crude oil soared, threatening to upend household finances when the stimulus from the rebate checks fades away. It was this uncertainty that led the equity market lower in May and June 2008.

The losses in the equity market were broad: every major style of equity investing (except the mid-cap growth style) declined during the period. Even the sectors considered to be defensive (e.g., health care and consumer staples) failed to find much support. In fact, the only sectors to make positive headway were the energy and materials sectors, which benefited from a broad-based rise in commodity prices. Meanwhile, the growth style of investing outperformed the value style, and shares of small and medium capitalized companies outperformed those of their larger peers. As the six-month period ended June 30, 2008 came to a close, these trends remained intact.

We believe that we are in a bottoming process with respect to the ongoing weakness within the financial services sector. Given the sizable price declines in the stocks of most financial services companies over the past year, we

32

MANAGEMENT’S DISCUSSION & ANALYSIS (Continued)

find current valuations of many stocks to be compelling based on normalized earnings power. We continue to be opportunistic yet cautious in our investment decisions and steadily have been adding to positions on price declines over the early life of the Fund. As a result, we now have a moderate overweight to the financial sector at quarter-end.

The technology sector is the portfolio’s largest overweight, and the utilities sector is the portfolio’s largest underweight. We are underweight both electric and telecommunications utilities, as we find more attractive alternatives in other parts of the value market. The integrated oils sector is also a significant sector underweight, as we believe crude oil prices remain above long term normalized levels and most companies’ current earnings levels are not sustainable. On the other hand, we find more potential with oil well equipment & services stocks within the other energy sector. These companies stand to benefit from higher demand from exploration & development companies whether crude oil and natural gas prices rise or fall over the coming year.

We reduced an overweight position within the consumer staples sector by reducing/eliminating positions in food, soft drink beverage and household products companies. Stocks in this part of the market have held up relatively well over the past year, and we are channeling the relative profits from these sales into stocks in other parts of the market that we believe represent better opportunities. The overweight within the materials & processing sector was increased by adding to existing positions in agricultural and chemical companies.

33

LORD ABBETT GROWTH & INCOME FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS At June 30, 2008

	% of Net Assets
JPMorgan Chase & Co.	3.6	%
Bank Of New York Mellon Corp.	3.3
Kroger Co.	3.0
Wells Fargo & Co.	3.0
Merrill Lynch & Co., Inc.	3.0
General Electric Co.	2.8
Wal-Mart Stores, Inc.	2.6
Fannie Mae	2.6
Exxon Mobil Corp.	2.5
Abbott Laboratories	2.3

	% of Net Assets
Oil & Gas-Exploration & Production	7.8	%
Capital Markets	7.3
Commercial Banks	7.0
Food & Staples Retailing	6.8
Pharmaceuticals	6.1
Diversified Financial Services	4.8
Short Term Investments	4.5
Software	3.9
Energy Equipment & Services	2.9
Industrial Conglomerates	2.8
Food Products	2.8
Thrift & Mortgage Finance	2.6
Metals & Mining	2.6
Health Care Equipment & Supplies	2.3
Road & Rail	2.2
Internet & Catalog Retail	2.2
Beverages	2.1
Industrial	2.0
Insurance	2.0
Communications Equipment	1.9
Materials	1.9
Computers & Peripherals	1.8
Multi-Line Retail	1.7
Chemicals	1.5
Diversified Telecommunication Services	1.5
Electrical Equipment	1.5
Specialty Retail	1.5
Commercial Services & Supplies	1.3
Biotechnology	1.3
IT Services	1.0
Air Freight & Logistics	1.0
Consumer Finance	0.8
Energy	0.6
Semiconductors & Semiconductor Equipment	0.6
Machinery	0.5
Airlines	0.4
Multi-Utilities	0.4
Electric Utilities	0.4
REITS	0.4
Media	0.3
Tobacco	0.2
Other assets less liabilities	2.8
TOTAL	100.0	%

34

LORD ABBETT GROWTH & INCOME FUND

Comparison of Change in Value of a $10,000 Investment in the Lord Abbett Growth & Income Fund – Initial Class and the Russell 1000 Value Index

Comparison of Change in Value of a $10,000 Investment in the Lord Abbett Growth & Income Fund – Service Class and the Russell 1000 Value Index

35

LORD ABBETT GROWTH & INCOME FUND

Total Returns for Period Ended June 30, 2008**

Initial Class Shares	Life of Fund***
Lord Abbett Growth & Income Fund	(4.90	)%
Russell 1000 Value Index*	(3.53	)%
Service Class Shares
Lord Abbett Growth & Income Fund	(5.00	)%
Russell 1000 Value Index*	(3.53	)%

*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 Russell 1000^® Index measures the performance of the 1,000 largest companies in the Russell 3000^® Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. The Russell 1000^® Value Index measures the performance of those Russell 1000^® companies with lower price-to-book ratio and lower forecasted growth values. The Russell 1000^® Value Index has been taken from published sources.

**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 certain other expenses during this period. 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 Lord Abbett Growth & Income Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost.

***For the period from March 7, 2008 (commencement of operations) to June 30, 2008.

36

MANAGEMENT’S DISCUSSION & ANALYSIS

GOLDMAN SACHS MID CAP VALUE FUND (subadvised by Goldman Sachs Asset Management, L.P.)

For the period since inception to June 30, 2008, seven of the ten sectors in the Russell Mid Cap Value Index posted positive results, particularly the Energy (+34.1%) and Healthcare (+9.9%) sectors. The Energy sector was also the largest positive contributor (weight times performance) to Index returns.

The Fund outperformed its benchmark for the period. Returns to the investment themes were positive overall. Momentum was, by far, the best performing theme, followed by Sentiment and Profitability. Quality also added value, albeit less significantly. In contrast, Valuation and Management detracted from relative returns for the period.

Among sectors, stock selection was positive overall for the period. The portfolio’s holdings in the Financials and Energy sectors were the most successful relative to their peers in the benchmark. On the downside, stock selection in the Materials sector was the least successful for the period.

Looking ahead, we continue to believe that cheaper stocks should outpace more expensive ones and good momentum stocks should do better than poor momentum stocks. We also prefer companies about which fundamental research analysts are becoming more positive, and firms that are profitable, have sustainable earnings, and use their capital to enhance shareholder value. As such, we anticipate remaining fully invested and expect that the value we add over time will be due to stock selection as opposed to sector or size allocations.

37

GOLDMAN SACHS MID CAP VALUE FUND

TOP TEN EQUITY HOLDINGS At June 30, 2008 INDUSTRY WEIGHTINGS (Continued) At June 30, 2008

	% of Net Assets
Ishares Russell 2000 Index Fund	2.4	%
Noble Energy, Inc.	1.5
AvalonBay Communities, Inc.	1.3
AMB Property Corp.	1.3
Equity Residential Properties Trust	1.2
OGE Energy Corp.	1.2
Ingersoll-Rand Co., Ltd	1.1
Marshall & Iisley Corp.	1.1
Safeway, Inc.	1.1
Arch Cap Group, Ltd.	1.1

INDUSTRY WEIGHTINGS

At June 30, 2008

	% of Net Assets
REITS	10.5	%
Insurance	7.5
Oil & Gas-Exploration & Production	7.1
Multi-Utilities	7.0
Electric Utilities	3.9
Chemicals	3.8
Media	3.8
Commercial Banks	3.6
Food Products	3.4
Exchange Traded Fund	3.4
Short Term Investments	3.3
Machinery	3.0
Food & Staples Retailing	2.4
Capital Markets	2.3
Specialty Retail	2.2
Gas Utilities	2.2
Energy Equipment & Services	2.0
Metals & Mining	1.8
Electronic Equipment & Instruments	1.6
Computers & Peripherals	1.5
Diversified Financial Services	1.5
Beverages	1.5
Household Durables	1.5
Diversified Telecommunication Services	1.4
Biotechnology	1.3
Road & Rail	1.3
Multi-Line Retail	1.1

	% of Net Assets
Thrift & Mortgage Finance	1.1	%
Containers & Packaging	1.1
Software	1.1
IT Services	1.0
Health Care Providers & Services	0.8
Building Products	0.8
Electrical Equipment	0.8
Consumer Finance	0.7
Independent Power Producers & Energy Traders	0.7
Construction & Engineering	0.7
Hotels Restaurants & Leisure	0.7
Communications Equipment	0.6
Distributors	0.6
Paper & Forest Products	0.6
Airlines	0.5
Textiles, Apparel & Luxury Goods	0.5
Leisure Equipment & Products	0.4
Commercial Services & Supplies	0.4
Automobiles	0.4
Aerospace & Defense	0.4
Semiconductors & Semiconductor Equipment	0.3
Real Estate Management & Development	0.3
Life Sciences Tools & Services	0.3
Marine	0.3
Pharmaceuticals	0.2
Internet & Catalog Retail	0.2
Auto Components	0.2
Diversified Consumer Services	0.2
Internet Software & Services	0.2
Tobacco	0.1
Health Care Equipment & Supplies	0.1
Industrial Conglomerates	0.0	*
Liabilities in excess of other assets	(2.2	)
TOTAL	100.0	%

* Amount is less than 0.05%.

38

GOLDMAN SACHS MID CAP VALUE FUND

Comparison of Change in Value of a $10,000 Investment in the Goldman Sachs Mid Cap Value Fund – Initial Class and the Russell Midcap Value Index

Comparison of Change in Value of a $10,000 Investment in the Goldman Sachs Mid Cap Value Fund – Service Class and the Russell Midcap Value Index

39

GOLDMAN SACHS MID CAP VALUE FUND

Total Returns for Period Ended June 30, 2008**

Initial Class Shares	Life of Fund***
Goldman Sachs Mid Cap Value Fund	3.40	%
Russell MidCap Value Index*	0.10	%
Service Class Shares
Goldman Sachs Mid Cap Value Fund	3.30	%
Russell MidCap Value Index*	0.10	%

*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 Midcap Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values.

**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. If this performance information included the effect of the insurance charges, performance numbers would be lower. The value of an investment in the Goldman Sachs Mid Cap Value Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost.

***For the period from March 7, 2008 (commencement of operations) to June 30, 2008.

40

MANAGEMENT’S DISCUSSION & ANALYSIS

GOLDMAN SACHS SHORT DURATION FUND (subadvised by Goldman Sachs Asset Management, L.P.)

A combination of top-down and bottom-up strategies impacted performance for the period since inception to June 30, 2008. Term structure positioning was an important driver of returns as yields on US Treasuries rose over the period, amid rising inflation fears. Within cross-sector strategies, the portfolio’s exposures were primarily to the Government (Treasury and Agency) sectors, corporate and collateralized sectors. Overall, ongoing sector spread volatility was a modest drag on returns, particularly in June.

The mortgage sector continued to be volatile over the period. The beginning of March was characterized by a sell-off in the collateralized sector, driven by continued concerns around liquidity and forced asset sales from various mortgage-related funds. Market sentiment improved in April, fueled by improved financing and liquidity conditions. However, things took a turn for the worse in May and June, putting renewed pressure on all risk assets. A number of factors weighed on the mortgage market in the latter part of the second quarter, including renewed macroeconomic concerns, continued declines in home prices, weakening in the broader financial system, as well as quarter-end balance sheet pressures. Continued bank writedowns and losses contributed to renewed headline risk. Underperformance was most pronounced in the non-agency mortgage market where renewed headline risk and financial sector stress has put the most pressure.

Despite underperformance in June, the Lehman Mortgage Index ended the second quarter up relative to Treasuries, with Hybrid adjustable-rate mortgages (ARMs) leading the outperformance. Spreads reversed some of the extreme widening experienced in March, before losing some ground again in June.

In line with the performance of the mortgage sector, March was a difficult month for the corporate sector as well, driven largely by weak economic data and negative headline company news. However, in the second quarter, despite a deluge of new issuance, mixed earnings results, and continued negative headlines, investment grade credit managed held up relatively well. Early in the quarter, spreads rebounded off the wide levels seen in March as the general fear of systemic risk had slightly abated. However, June proved to be another difficult month for risky assets as weakness in equities, higher inflation, and persistently high oil prices weighed heavily on investor sentiment.

Reversing the trend of the previous three quarters, yields on U.S. Treasuries rose in the second quarter, as higher commodity prices contributed to higher inflation and inflationary expectations. Yields rose across the curve with the largest increase in the 2-year note (+103 basis points). The 10-year yield rose +56 basis points on the quarter to close the quarter at 3.97%. Credit sector spreads rebounded from their recent wide levels experienced during the first quarter, benefiting from the Federal Reserve Board’s (the “Fed”) efforts to restore liquidity. In April, the Fed cut the discount rate and the target Fed Funds rate each by 25 basis points, citing continued weakness in economic activity. However, the Fed shifted its concerns in the statement from its June meeting stating that, “Although downside risks to growth remain, they appear to have diminished somewhat, and the upside risks to inflation and inflation expectations have increased.” Fed officials have attempted to contain inflation expectations through a combination of hawkish rhetoric and comments in support of the U.S. dollar, prompting markets to begin pricing in a Fed rate hike later this year.

We believe the most likely scenario is that the U.S. economy remains soft, expanding at a 1% rate over the next 12 months. Our forecast is unchanged from last quarter and remains below the 1.5% consensus forecast. We expect growth to come primarily from exports and a temporary boost to consumer spending from the fiscal stimulus package, with housing, employment and business investment remaining under pressure for some time. The spike in fuel costs has contributed to both slower growth and rising inflation, creating a new conundrum for Fed policymakers attempting to contain inflation expectations, as well as a crisis in the financial and housing sectors. Fed policymakers have cited the decline in the dollar as a contributor to rising US inflation. If slower growth does not reduce inflation and inflation expectations continue to rise, we believe the Fed may need to support its rhetoric about the need for a strong dollar by raising rates modestly over the next 12 months.

41

GOLDMAN SACHS SHORT DURATION FUND

TOP TEN BOND ISSUERS At June 30, 2008 PORTFOLIO COMPOSITION At June 30, 2008

	% of Net Assets
United States Treasury Notes	31.2	%
Federal Home Loan Bank	21.1
Federal National Mortgage Association	7.1
General Electric Capital Corp.	2.5
Pepsico, Inc.	2.5
NewYork Life Global Funding	2.4
Metropolitan Life Global Funding	2.4
Wells Fargo & Co.	2.3
Kreditanstalt Fur Wiederaufbauglobal	2.2
European Investment Bank	1.4

	% of Net Assets
U.S. Government Agency Obligations	59.4	%
Short Term Investments	22.5
Corporate Debt Obligations	15.7
Other assets less liabilities	2.4
TOTAL	100.0	%

Comparison of Change in Value of a $10,000 Investment in the Goldman Sachs Short Duration Fund – Initial Class and the Merrill Lynch 1-3 Year Treasury Index

Comparison of Change in Value of a $10,000 Investment in the Goldman Sachs Short Duration Fund – Service Class and the Merrill Lynch 1-3 Year Treasury Index

42

GOLDMAN SACHS SHORT DURATION FUND

Total Returns for Period Ended June 30, 2008**

Initial Class Shares	Life of Fund***
Goldman Sachs Short Duration Fund	(0.80	)%
Merrill Lynch 1-3 Year Treasury Index*	(0.78	)%
Service Class Shares
Goldman Sachs Short Duration Fund	(0.98	)%
Merrill Lynch 1-3 Year Treasury Index*	(0.78	)%

*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 Merrill Lynch 1-3 Year Treasury Index tracks the performance of the direct Sovereign debt of the U.S. Government. It includes all U.S. dollar-denominated U.S. Treasury Notes and Bonds having at least one year remaining to maturity. U.S. Treasury Bills and Inflation-Linked securities do not qualify for the index and zero coupon bonds are excluded. The benchmark represents securities with a 1-3 year maturity range.

**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 certain other expenses during this period. 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 Goldman Sachs Short Duration Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost.

***For the period from March 7, 2008 (commencement of operations) to June 30, 2008.

43

MANAGEMENT’S DISCUSSION & ANALYSIS

PIMCO HIGH YIELD FUND (subadvised by Pacific Investment Management Company LLC)

Stress in the financial system arising from the subprime debacle and deleveraging strains, coupled with concern about higher inflation weighed on fixed income returns in the first half of 2008. After easing by 225 basis points and taking exceptional steps to unfreeze credit markets during 2008, the Federal Reserve left the Fed Funds rate unchanged at its meeting in June. High quality bonds, such as Treasuries and Treasury Inflation Protected Securities, outpaced most fixed income sectors during this time. While fundamentals still remain strong relative to historical standards, defaults have gradually picked up through 2008, ending the first half at 2.0%, double the level seen at the beginning of the year but less than half the 20-year average. Despite a flight to quality at the end of the second quarter, lower quality bonds outperformed; CCC/lower rated issues were up 3.40%, outpacing BB and B-rated bonds by 200 and 190 basis points, respectively. The top performing sectors since the Fund’s inception to June 30, 2008 were telecom, which benefited from positive M&A activity, cable/pay TV, and technology. With record oil prices and continued pressure in the finance sector, it was no surprise that air transportation, automotive, and diversified financial services were among the worst performing sectors for the quarter.

For the period since inception to June 30, 2008, the following factors contributed to the Fund’s performance. The Fund’s long exposure to the High Yield 9 CDX index was a large contributor to performance in March as spreads fell sharply during the second half of March. Exposure to mortgages also added to performance early on as Mortgages outperformed in March. An underweight to gaming bonds added to returns, as weak earnings, high leverage, and lower consumer travel weighed on the sector. An emphasis on high grade financials detracted from returns, as asset write-downs continued to pressure the sector. An overweight to the healthcare sector added to returns, as the sector was very resilient during a turbulent quarter. An underweight to the metals and mining sector was negative for returns, as the sector benefited from the surge in commodities. Exposure to emerging market currencies detracted from returns as they underperformed high yield during the quarter.

Looking forward, PIMCO remains fairly bullish on global growth over the next 3-5 years, driven by strong developing economies where we think growth will be in the high single to low double digits. In contrast, we believe that the developed economies will be far more constrained by their demographics and other headwinds they are facing, and will have much more modest growth rates. We believe inflation will trend higher over a secular time frame as stronger global demand spills over into commodity prices and wages rise gradually in emerging economies. Finally, a weak financial sector with constrained liquidity is likely to deter the Federal Reserve from tightening in the near future.

With regard to the Fund, given our outlook for negative-to-neutral technicals, relatively strong but deteriorating fundamentals, and attractive but potentially volatile valuations, we plan to tread our future course carefully. We remain very guarded with the homebuilder sector where a turnaround is still not in sight. With a weakening economy, high consumer debt levels, and little-to-no access to home equity, we are still cautious on consumer cyclicals, such as retail. Instead, we plan to emphasize credits where asset quality is high and where fundamentals should remain stable, such as in the utility and energy sectors. Furthermore, we intend to maintain our focus on the healthcare sector, which fits well within our current defensive posture and where valuations are still attractive. Looking outside of the traditional high yield market, we are likely to retain some exposure to emerging market sovereigns, where we see attractive opportunities that complement traditional high yield. Finally, we are likely to add to select credits, where valuations appear attractive on a duration-adjusted basis, in the European high yield market.

44

PIMCO HIGH YIELD FUND

TOP TEN BOND ISSUERS At June 30, 2008 PORTFOLIO COMPOSITION At June 30, 2008

	% of Net Assets
HCA, Inc.	3.3	%
Biomet, Inc.	2.3
CSC Holdings, Inc.	1.9
Qwest Capital Funding, Inc.	1.9
Bombardier, Inc.	1.9
Citigroup, Inc.	1.8
Santander Perpetual Sa Unipersonal	1.8
Georgia-Pacific LLC	1.7
Echostar DBS Corp.	1.7
NRG Energy, Inc.	1.6

	% of Net Assets
Corporate Debt Obligations	84.4	%
Short Term Investments	12.5
Convertible Preferred Stock	0.4
Asset Backed Securities	0.3
Other assets less liabilities	2.4
TOTAL	100.0	%

Comparison of Change in Value of a $10,000 Investment in the PIMCO High Yield Fund – Initial Class and the Merrill Lynch U.S. High Yield BB-B Rated Constrained Index

Comparison of Change in Value of a $10,000 Investment in the PIMCO High Yield Fund – Service Class and the Merrill Lynch U.S. High Yield BB-B Rated Constrained Index

45

PIMCO HIGH YIELD FUND

Total Returns for Periods Ended June 30, 2008**

Initial Class Shares	Life of Fund***
PIMCO High Yield Fund	1.99	%
Merrill Lynch US High Yield BB-B Rated Constrained Index*	1.47	%
Service Class Shares
PIMCO High Yield Fund	1.91	%
Merrill Lynch US High Yield BB-B Rated Constrained Index*	1.47	%

*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 Merrill Lynch US High Yield BB-B Rated Constrained Index contains all securities in the Merrill Lynch US High Yield Index rated BB1 through B3, based on an average of Moody’s, S&P and Fitch, but caps issuer exposure at 2%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro-rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro-rata basis. In the event there are fewer than 50 issuers in the index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro-rata basis.

**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 certain other expenses during this period. 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 PIMCO High Yield Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost.

***For the period March 7, 2008 (commencement of operations) to June 30, 2008.

46

EXPENSE INFORMATION

June 30, 2008 (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, January 1, 2008 to June 30, 2008. 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

Investment Grade Bond Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	998.60	$	3.73
Service Class	$	1,000.00	$	996.50	$	4.96
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,021.13	$	3.77
Service Class	$	1,000.00	$	1,019.89	$	5.02
Global Real Estate Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	981.40	$	5.42
Service Class	$	1,000.00	$	979.70	$	6.64
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,019.39	$	5.52
Service Class	$	1,000.00	$	1,018.15	$	6.77
Oppenheimer Main Street Small Cap Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	904.50	$	4.74
Service Class	$	1,000.00	$	903.50	$	5.92
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,019.89	$	5.02
Service Class	$	1,000.00	$	1,018.65	$	6.34

Money Market Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,013.80	$	2.50
Service Class	$	1,000.00	$	1,012.60	$	3.75
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,022.38	$	2.51
Service Class	$	1,000.00	$	1,021.13	$	3.77
Davis Venture Value Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	893.00	$	4.24
Service Class	$	1,000.00	$	892.00	$	5.41
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.39	$	4.52
Service Class	$	1,000.00	$	1,019.14	$	5.77
Oppenheimer Large Cap Core Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	861.70	$	4.17
Service Class	$	1,000.00	$	861.30	$	5.32
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.39	$	4.52
Service Class	$	1,000.00	$	1,019.14	$	5.77

47

EXPENSE INFORMATION (Continued)

June 30, 2008 (Unaudited)

FI Large Cap Growth Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	859.20	$	3.74
Service Class	$	1,000.00	$	857.90	$	4.90
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.84	$	4.07
Service Class	$	1,000.00	$	1,019.59	$	5.32
Lord Abbett Growth & Income Fund***
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period***
Initial Class	$	1,000.00	$	951.00	$	2.69
Service Class	$	1,000.00	$	950.00	$	3.46
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,013.09	$	2.78
Service Class	$	1,000.00	$	1,012.30	$	3.57
Goldman Sachs Short Duration Fund***
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period***
Initial Class	$	1,000.00	$	992.00	$	2.05
Service Class	$	1,000.00	$	990.20	$	2.84
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,013.79	$	2.07
Service Class	$	1,000.00	$	1,012.99	$	2.87

Blue Chip Mid Cap Fund
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period**
Initial Class	$	1,000.00	$	967.70	$	4.89
Service Class**	$	1,000.00	$	1,105.70	$	4.17
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,019.89	$	5.02
Service Class	$	1,000.00	$	1,011.89	$	3.99
Goldman Sachs Mid Cap Value Fund***
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period***
Initial Class	$	1,000.00	$	1,034.00	$	3.42
Service Class	$	1,000.00	$	1,033.00	$	4.22
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,012.49	$	3.38
Service Class	$	1,000.00	$	1,011.70	$	4.18
PIMCO High Yield Fund***
Actual	Beginning Account Value 1/1/2008		Ending Account Value 6/30/2008		Expenses Paid During the Period***
Initial Class	$	1,000.00	$	1,019.90	$	2.40
Service Class	$	1,000.00	$	1,019.10	$	3.20
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,013.47	$	2.39
Service Class	$	1,000.00	$	1,012.68	$	3.19

* 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 0.75%, 1.00%, 0.50%, 0.75%, 1.10%, 1.35%, 0.90%, 1.15%, 1.00%, 1.25%, 0.90%, 1.15%, 0.81% and 1.06% for the Investment Grade Bond Fund – Initial Class, Investment Grade Bond Fund – Service Class, Money Market Fund – Initial Class, Money Market Fund – Service Class, Global Real Estate Fund – Initial Class, Global 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, Oppenheimer Large Cap Core Fund – Initial Class, Oppenheimer Large Cap Core Fund – Service Class, FI Large Cap Growth Fund – Initial Class, and FI Large Cap Growth Fund – Service Class, respectively.

** For the Initial 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 1.00% for the Blue Chip Mid Cap Fund – Initial Class. The Service Class commenced operations on March 7, 2008. For the Service Class of the Fund, actual expenses are equal to the actual expenses incurred by the class from commencement of operations through June 30, 2008. Hypothetical expenses for the Service Class are equal to the four-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 four-month annualized expense ratio was 1.25% for the Blue Chip Mid Cap Fund – Service Class.

*** The Lord Abbett Growth & Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Short Duration Fund, and PIMCO High Yield Fund commenced operations on March 7, 2008. For each class of the Lord Abbett Growth & Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Short Duration Fund, and PIMCO High Yield Fund, actual expenses are equal to the actual expenses incurred by each class from commencement of operations through June 30, 2008. Hypothetical expenses for each class are equal to the four-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 four-month annualized expense ratio was 0.87%, 1.12%, 1.06%, 1.31%, 0.65% 0.90%, 0.75% and 1.00% for the Lord Abbett Growth & Income Fund – Initial Class, Lord Abbett Growth & Income Fund – Service Class, Goldman Sachs Mid Cap Value Fund – Initial Class, Goldman Sachs Mid Cap Value Fund – Service Class, Goldman Sachs Short Duration Fund – Initial Class, Goldman Sachs Short Duration Fund – Service Class, PIMCO High Yield Fund – Initial Class, and PIMCO High Yield Fund – Service Class, respectively.

48

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
ASSET BACKED SECURITIES – 0.4%
Airplanes Pass Through Trust Series D (1) 10.88%, 3/15/12	$	494	$	0
Peco Energy Transition Trust 6.13%, 3/1/09		235		235,840
Total Asset Backed Securities (cost $556,352)				235,840
CORPORATE DEBT OBLIGATIONS – 46.5%
AUTO – 0.6%
Ford Motor Credit Co. 8.00%, 12/15/16		500		363,381
BANKS – 3.5%
Bear Stearns Cos., Inc./the 7.25%, 2/1/18		400		417,426
HBOS PLC (2) 5.92%, 9/29/49		500		356,101
Huntington Capital 6.65%, 5/15/37		300		188,909
Icici Bank, Ltd. (2) 6.38%, 4/30/22		300		268,851
Wachovia Corp. 5.75%, 2/1/18		700		637,991
Washington Mutual Preferred Funding Trust (2) 6.53%, 3/29/49		750		333,015
				2,202,293
BROKERAGE – 2.6%
Jefferies Group, Inc. 6.25%, 1/15/36		500		365,432
Lehman Brothers Holdings, Inc. 5.75%, 5/17/13		500		475,612
Merrill Lynch & Co., Inc. 5.70%, 5/2/17		400		352,175
Morgan Stanley 4.75%, 4/1/14		500		455,615
				1,648,834
BUILDING MATERIALS – 1.7%
C10 Capital Spv., Ltd. (2) 6.72%, 12/1/49		650		596,875
Owens Corning, Inc. 6.50%, 12/1/16		500		455,239
				1,052,114

	Principal Amount (000)		Value
CABLE – 0.9%
Time Warner Entertainment Co. 10.15%, 5/1/12	$	500	$	561,316
ELECTRIC UTILITIES – 2.6%
Allegheny Energy Supply Co. LLC (2) 8.25%, 4/15/12		750		781,875
Nisource Finance Corp. 6.40%, 3/15/18		650		627,337
PSEG Energy Holdings, Inc. 8.50%, 6/15/11		200		209,774
				1,618,986
FINANCIALS – 5.4%
Allied Capital Corp. 6.00%, 4/1/12		500		475,944
American Capital Strategies Ltd. 6.85%, 8/1/12		650		606,323
Capital One Capital III 7.69%, 8/15/36		700		560,101
CIT Group Funding Co. 4.65%, 7/1/10		350		292,744
Countrywide Financial Corp. 6.25%, 5/15/16		325		289,362
Discover Financial Services 6.45%, 6/12/17		650		549,341
General Motors Acceptance Corp. 7.00%, 2/1/12		300		208,532
Noble Group, Ltd. (2) 6.63%, 3/17/15		500		437,933
				3,420,280
GAMING – 1.4%
Mashantucket Western Pequot Tribe (2) 8.50%, 11/15/15		1,000		882,500
GAS & PIPELINE UTILITIES – 3.8%
Enterprise Products Operating LP 7.03%, 1/15/68		1,000		874,262
Rockies Express Pipeline LLC (2) 6.85%, 7/15/18		250		253,052
Southern Natural Gas Co. (2) 5.90%, 4/1/17		500		477,667
Southern Union Co. 7.20%, 11/1/66		380		306,634
Transcanada Pipelines, Ltd. 6.35%, 5/15/67		600		518,082
				2,429,697

See Notes to Financial Statements.

49

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
HEALTH SERVICES – 1.9%
Humana, Inc. 6.45%, 6/1/16	$	500	$	485,016
Medco Health Solutions, Inc. 7.13%, 3/15/18		700		726,946
				1,211,962
HOME CONSTRUCTION – 0.9%
KB Home & Broad Home Corp. 6.38%, 8/15/11		650		598,000
INSURANCE – 1.6%
Assured Guaranty US Holdings, Inc. 6.40%, 12/15/66		600		395,850
Liberty Mutual Group, Inc. (2) 7.80%, 3/15/37		750		598,774
				994,624
MEDICAL PRODUCTS – 0.7%
Covidien International Finance 6.00%, 10/15/17		430		435,200
METALS – 2.1%
Rio Tinto Fin USA Ltd 6.50%, 7/15/18		650		651,972
United States Steel Corp. 6.05%, 6/1/17		700		653,769
				1,305,741
MULTIMEDIA – 0.8%
Grupo Televisa Sa (2) 6.00%, 5/15/18		500		486,270
OIL – 0.5%
Pemex Finance, Ltd. 9.03%, 2/15/11		330		345,693
PAPER PRODUCTS – 0.5%
International Paper Co. 7.95%, 6/15/18		300		298,330
REITS – 4.6%
Commercial Net Lease Realty 6.25%, 6/15/14		550		526,152
Prologis 6.63%, 5/15/18		750		738,793
Realty Income Corp. 6.75%, 8/15/19		500		470,924
Reckson Operating Partnership 5.15%, 1/15/11		700		661,417
Simon Property Group LP 5.75%, 5/1/12		550		549,987
				2,947,273

	Principal Amount (000)		Value
RETAIL – 2.1%
Controladora Commercial Mexicana S.A. de C.V. 6.63%, 6/1/15	$	600	$	604,142
Home Depot, Inc. 5.88%, 12/16/36		450		367,617
JC Penney Corp., Inc. 5.75%, 2/15/18		425		379,195
				1,350,954
SOFTWARE – 1.1%
Fiserv, Inc. 6.80%, 11/20/17		700		708,144
SUPERMARKETS – 0.9%
Delhaize Group (2) 6.50%, 6/15/17		600		605,231
TELECOMMUNICATIONS – 3.3%
Intelsat 6.50%, 11/1/13		260		182,975
Rogers Wireless, Inc. 8.00%, 12/15/12		1,000		1,032,500
Sprint Capital Corp. 6.90%, 5/1/19		400		351,000
Telecom Italia Capital 4.95%, 9/30/14		600		549,152
				2,115,627
TOBACCO – 0.8%
Philip Morris International, Inc. 5.65%, 5/16/18		500		485,981
UTILITIES – 2.2%
Centerpoint Energy, Inc. 6.50%, 5/1/18		750		732,504
E.on International Finance (2) 5.80%, 4/30/18		650		637,654
				1,370,158
Total Corporate Debt Obligation (cost $32,317,630)				29,438,589
COMMERCIAL MORTGAGE BACKED SECURITIES – 13.0%
Banc of America Mortgage Securities, Inc. (4) 4.76%, 6/25/35		640		586,086
Bear Stearns Commercial Mortgage Securities 5.79%, 9/11/42		1,000		950,057

See Notes to Financial Statements.

50

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-C1 Class A3 (4) 5.40%, 7/15/44	$	750	$	738,317
Commercial Mortgage Asset Trust Series 1999-C1 Class F (2) 6.25%, 1/17/32		400		356,647
CS First Boston Mortgage Securities Corp. Series 2000-C1 Class A2 7.55%, 4/15/62		342		353,563
GMAC Commercial Mortgage Securities, Inc. Series 2003-C1 Class A2 4.08%, 5/10/36		800		755,757
GMAC Commercial Mortgage Securities, Inc. Series 2003-C1 Class A2 4.22%, 4/10/40		220		219,056
Greenwich Capital Commercial Funding Corp. Series 2005-GG3 Class A4 4.80%, 8/10/42		200		189,020
GS Mortgage Securities Corp. Series 2005-GG4 Class AJ 4.78%, 7/10/39		700		605,875
JP Morgan Chase Commercial Mortgage Series 2005 LDP5 Mortgage Certificate Class A3 (4) 5.37%, 12/15/44		550		539,179
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-LDP7 Mortgage Certificate Class AM (4) 6.07%, 4/15/45		500		470,864
JP Morgan Mortgage Trust (4) 5.07%, 6/25/35		53		51,838
Master Adjustable Rate Mortgage Trust 4.85%, 1/25/36		315		304,385
Residential Accredited Loans, Inc. 4.82%, 7/25/35		1,030		863,406
5.50%, 9/25/33		279		278,188
Wachovia Bank Commercial Mortgage Trust Series 2003-C9 Class A2 3.96%, 12/15/35		235		234,354
Wamu Mortgage Pass Through Certificates (4) 5.61%, 1/25/36		297		258,838

	Principal Amount (000)		Value
Wells Fargo Mortgage Backed Securities Trust Series 2005-AR 16 4.99%, 10/25/35	$	500	$	477,720
Total Commercial Mortgage Backed Securities (cost $8,476,340)				8,233,150
U.S. GOVERNMENT AGENCY OBLIGATIONS – 39.8%
Federal Home Loan Mortgage
5.00%, 9/1/19		295		294,054
5.00%, 11/1/19		570		567,268
5.50%, 10/1/17		156		158,559
5.50%, 11/1/17		304		308,267
5.50%, 9/15/28		600		614,337
5.50%, 6/1/33		319		315,630
5.50%, 3/1/36		428		418,428
5.50%, 9/1/37		1,760		1,735,055
6.00%, 1/1/17		79		81,183
6.00%, 2/1/29		18		18,434
6.00%, 8/1/37		816		824,924
6.50%, 10/1/16		42		44,119
6.50%, 11/1/16		5		5,358
6.50%, 9/1/34		279		288,410
6.50%, 4/1/35		171		177,003
6.73%, 8/1/32		47		47,803
7.00%, 11/1/29		25		26,608
7.00%, 1/1/31		12		12,377
7.00%, 4/1/31		5		5,086
7.00%, 8/1/31		157		165,658
7.50%, 3/1/30		5		5,875
7.50%, 12/1/30		17		18,126
Federal National Mortgage Assn.
4.50%, 6/1/19		1,118		1,090,444
5.00%, 6/1/18		363		362,820
5.00%, 7/1/20		875		869,665
5.00%, 10/1/20		340		337,851
5.00%, 12/1/20		215		213,823
5.00%, 10/1/35		49		47,059
5.00%, 5/1/36		2,012		1,890,417
5.00%, 7/1/36		615		592,462
5.50%, 3/1/22		407		410,390
5.50%, 12/1/32		1,149		1,139,891
5.50%, 6/1/35		1,143		1,130,453
5.50%, 8/1/35		761		752,291
5.50%, 6/1/37		2,233		2,203,826
6.00%, 12/1/13		3		2,717
6.00%, 11/1/16		16		16,772
6.00%, 1/25/32		2,706		2,778,032
6.00%, 8/1/34		380		385,171

See Notes to Financial Statements.

51

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
6.00%, 12/1/36	$	842	$	850,817
6.00%, 11/1/37		893		902,118
8.00%, 8/1/30		4		3,894
Government National Mortgage Assn.
6.00%, 8/15/16		47		48,805
6.00%, TBA MDR		450		456,328
6.50%, 9/15/31		85		88,423
6.50%, 3/15/32		77		79,567
6.50%, 9/15/32		111		115,237
6.50%, 10/15/32		123		127,803
7.00%, 12/15/14		27		28,711
7.00%, 2/15/28		19		20,298
7.50%, 3/15/30		3		3,561
7.50%, 9/15/30		36		38,488
U.S. Treasury Notes (3)
1.88%, 7/15/13		1,169		1,236,286
2.00%, 1/15/14		291		308,510
3.50%, 2/15/18		600		577,547
Total U.S. Government Agency Obligations (cost $25,084,255)				25,243,039

	Shares	Value
SHORT TERM INVESTMENTS – 0.0% +
MUTUAL FUNDS – 0.0% +
Federated Prime Obligation Fund	1	$	1
SSGA Money Market Fund	7		7
			8
Total Short Term Investments (cost $8)			8
TOTAL INVESTMENTS – 99.7%
(cost $66,434,587)			63,150,626
Other assets less liabilities – 0.3%			173,685
NET ASSETS – 100.0%		$	63,324,311

(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 June 30, 2008 these securities amounted to $7,072,445, representing 11.17% 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 June 30, 2008.

MDR = security subject to mortgage dollar roll transaction.

TBA = to be announced

+ Amount is less than 0.05%.

See Notes to Financial Statements.

52

MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
COMMERCIAL PAPER – 98.6%
American Express Credit Corp.
2.65%, 7/14/08	$	1,500	$	1,498,565
2.96%, 8/25/08		2,285		2,274,667
American General Finance Corp . (1)
2.95%, 7/29/08		5,360		5,347,702
AT&T, Inc. (1)
2.12%, 7/22/08		5,400		5,393,322
Bankamerica Corp.
2.62%, 10/1/08		1,076		1,068,809
2.67%, 9/9/08		2,000		1,989,636
2.69%, 9/9/08		2,500		2,486,924
BMW US Capital LLC
2.43%, 7/1/08		5,000		5,000,000
Canadian Wheat Board
2.09%, 7/22/08		2,000		1,997,562
2.15%, 8/14/08		3,450		3,440,934
Citigroup Funding, Inc.
2.82%, 7/14/08		3,675		3,671,258
Coca Cola Co. (1)
2.09%, 8/4/08		3,345		3,338,397
2.15%, 9/15/08		2,000		1,990,922
Dupont (E.I.) De Nemours & Co. (1)
2.08%, 7/10/08		1,000		999,480
2.09%, 7/1/08		1,300		1,300,000
Export Development Corp.
2.03%, 8/11/08		4,345		4,334,955
FCAR Owner Trust
2.92%, 8/15/08		5,500		5,479,925
General Electric Capital Corp.
2.35%, 7/28/08		2,900		2,894,889
2.45%, 7/25/08		1,400		1,397,713
2.62%, 7/28/08		1,040		1,037,956
Goldman Sachs Group
2.30%, 8/1/08		1,140		1,137,742
HSBC Finance Corp.
2.25%, 7/10/08		3,000		2,998,313
2.50%, 9/3/08		2,245		2,235,022
International Business Machine Corp.
2.24%, 9/2/08		2,470		2,460,318
J.P. Morgan Chase
2.45%, 9/8/08		2,000		1,990,608
2.50%, 8/12/08		1,000		997,083
2.55%, 11/3/08		2,365		2,344,060
KFW International Finance, Inc. (1)
2.23%, 7/18/08		5,000		4,994,735
Merrill Lynch & Co., Inc.
3.07%, 8/4/08		4,100		4,088,112
3.13%, 9/5/08		1,300		1,292,540

	Principal Amount (000)		Value
Morgan Stanley Dean Witter & Co.
2.86%, 11/21/08	$	3,375	$	3,336,658
3.01%, 11/10/08		1,900		1,879,030
National Rural Utilities Cooperative Finance Corp.
2.22%, 7/21/08		5,000		4,993,833
Prudential Funding LLC
2.11%, 7/30/08		2,885		2,880,096
Rabobank USA Financial Corp.
2.62%, 9/8/08		5,000		4,974,940
Societe Generale North America
2.86%, 7/16/08		5,000		4,994,042
State Street Corp.
2.35%, 7/8/08		5,397		5,394,534
The Procter & Gamble Co. (1)
2.17%, 7/22/08		1,835		1,832,677
2.18%, 8/8/08		3,000		2,993,097
Thunder Bay Funding (1)
2.60%, 7/16/08		5,350		5,344,204
Toyota Credit de Puerto Rico
2.40%, 7/18/08		1,300		1,298,527
2.50%, 10/7/08		4,075		4,047,267
UBS Finance, Inc.
2.65%, 9/15/08		700		696,084
2.80%, 7/15/08		4,000		3,995,644
Wal-Mart Stores, Inc. (1)
1.93%, 10/10/08		1,100		1,094,044
2.05%, 10/6/08		3,800		3,779,010
Wells Fargo & Co.
2.14%, 7/25/08		4,140		4,134,093
2.20%, 7/1/08		1,000		1,000,000
Total Commercial Paper (cost $140,149,929)				140,149,929
	Shares
MUTUAL FUNDS – 1.7%
Federated Prime Obligation Fund		2,438,984		2,438,984
SSGA Money Market Fund		1,532		1,532
Total Mutual Funds (cost $2,440,516)				2,440,516
TOTAL INVESTMENTS – 100.3%
(cost $142,590,445)				142,590,445
Liabilities in excess of other assets – (0.3)%				(494,367	)
NET ASSETS – 100.0%			$	142,096,078

(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 June 30, 2008 these securities amounted to $38,407,590, representing 27.03% of net assets.

See Notes to Financial Statements.

53

GLOBAL REAL ESTATE FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 98.6%
APARTMENTS – 5.2%
AvalonBay Communities, Inc.		71,878	$	6,408,642
Equity Residential Properties Trust		164,047		6,278,079
				12,686,721
DIVERSIFIED – 20.3%
British Land Co Plc	GB	636,799		8,981,480
Capitaland Ltd	SG	1,690,453		7,080,562
IMMOEAST Ag*	AT	521,814		4,626,171
Lexington Corporate Properties Trust		431,875		5,886,456
Mitsubishi Estate Co Ltd	JP	310,618		7,108,030
Stockland	AU	987,275		5,089,134
Vornado Realty Trust		117,903		10,375,464
				49,147,297
HEALTH CARE EQUIPMENT & SERVICES – 8.1%
Medical Properties Trust, Inc.		954,627		9,660,825
Tenet Healthcare Corp.*		875,500		4,867,780
Ventas, Inc.		116,502		4,959,490
				19,488,095
HOTELS & RESTAURANTS – 1.9%
Host Hotels & Resorts, Inc.		344,735		4,705,633
OFFICE – 11.8%
Alexandria Real Estate Equities, Inc.		83,739		8,151,154
Beni Stabili S.p.A.	IT	2,054,326		2,041,767
Highwoods Properties, Inc.		170,965		5,371,721
Ivg Immobilien Ag	DE	326,607		6,439,133
SL Green Realty Corp.		78,571		6,499,393
				28,503,168
REGIONAL MALLS – 19.0%
General Growth Properties, Inc.		205,307		7,191,904
Macerich Co.		119,975		7,454,047

	Country Code**	Shares	Value
Pennsylvania Real Estate Investment		255,137	$	5,903,870
Simon Property Group, Inc.		152,907		13,744,810
Unibail-Rodamco	FR	51,180		11,840,738
				46,135,369
SHOPPING CENTERS – 15.4%
Hammerson Plc	GB	397,470		7,061,847
Japan Retail Fund Investment Corp	JP	831		4,789,264
Kimco Realty Corp.		273,114		9,427,895
Klepierre	FR	96,020		4,848,100
Link Reit/the	HK	3,069,970		6,992,641
Meinl European Land Ltd Cert.*	AT	45,335		509,306
Regency Centers Corp.		62,486		3,694,172
				37,323,225
TIMBER & FOREST PRODUCTS – 6.5%
Plum Creek Timber Co., Inc.		177,903		7,598,237
Weyerhaeuser Co.		161,245		8,246,070
				15,844,307
WAREHOUSE & INDUSTRIAL – 10.4%
Brixton Plc	GB	1,465,126		7,014,484
Eastgroup Properties, Inc.		64,262		2,756,840
Goodman Group	AU	1,276,114		3,771,073
ProLogis Trust		213,624		11,610,464
				25,152,861
Total Common Stocks (cost $261,270,425)				238,986,676
SHORT TERM INVESTMENTS – 1.8%
MUTUAL FUNDS – 1.8%
Federated Prime Obligation Fund (cost $4,331,754)		4,331,754		4,331,754

See Notes to Financial Statements.

54

GLOBAL REAL ESTATE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Value
TOTAL INVESTMENTS – 100.4%
(cost $265,602,179)	$	243,318,430
Liabilities in excess of other assets – (0.4)%		(1,060,814	)
NET ASSETS – 100.0%	$	242,257,616

* Non-income producing security

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

AT	Austria
AU	Australia
DE	Germany
FR	France
GB	United Kingdom
HK	Hong Kong
IT	Italy
JP	Japan
SG	Singapore

See Notes to Financial Statements.

55

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 91.5%
AIR FREIGHT & LOGISTICS – 0.5%
Toll Holdings, Ltd.	AU	12,472	$	71,804
United Parcel Services, Inc. Class B		6,300		387,261
				459,065
AUTOMOBILES – 1.1%
Harley-Davidson, Inc.		28,400		1,029,784
BEVERAGES – 2.1%
Diageo PLC ADR		16,800		1,241,016
Heineken Holding NV	NL	16,925		776,633
				2,017,649
CAPITAL MARKETS – 4.0%
Ameriprise Financial, Inc.		14,280		580,768
Bank Of New York Mellon Corp.		29,700		1,123,551
E*Trade Financial Corp.*		6,100		19,154
Merrill Lynch & Co., Inc.		58,300		1,848,693
Morgan Stanley		2,800		100,996
State Street Corp.		2,800		179,172
				3,852,334
COMMERCIAL BANKS – 2.5%
Toronto-Dominion Bank		6,863		427,359
Wachovia Corp.		32,620		506,589
Wells Fargo & Co.		62,800		1,491,500
				2,425,448
COMMERCIAL SERVICES & SUPPLIES – 1.0%
D & B Corp.		9,300		815,052
Visa, Inc. Class A*		2,380		193,518
				1,008,570
COMMUNICATIONS EQUIPMENT – 0.5%
Cisco Systems, Inc.*		21,200		493,112
COMPUTERS & PERIPHERALS – 1.5%
Dell, Inc.*		36,000		787,680
Hewlett-Packard Co.		15,800		698,518
				1,486,198
CONSTRUCTION MATERIALS – 1.0%
Martin Marietta Materials, Inc.		4,800		497,232
Vulcan Materials Co.		7,844		468,914
				966,146

	Country Code**	Shares	Value
CONSUMER FINANCE – 3.2%
American Express Co.		80,935	$	3,048,821
Discover Financial Services		4,450		58,607
				3,107,428
CONTAINERS & PACKAGING – 1.3%
Sealed Air Corp.		65,100		1,237,551
DIVERSIFIED CONSUMER SERVICES – 0.9%
H&R Block, Inc.		40,900		875,260
DIVERSIFIED FINANCIAL SERVICES – 4.1%
Citigroup, Inc.		20,133		337,429
JPMorgan Chase & Co.		85,246		2,924,790
Moody’s Corp.		19,300		664,692
				3,926,911
ELECTRONIC EQUIPMENT & INSTRUMENTS – 1.9%
Agilent Technologies, Inc.*		29,600		1,051,984
Garmin Ltd		3,200		137,088
Tyco Electronics Ltd		17,382		622,623
				1,811,695
ENERGY EQUIPMENT & SERVICES – 1.1%
Transocean, Inc.*		6,957		1,060,177
FOOD & STAPLES RETAILING – 6.4%
Costco Wholesale Corp.		64,700		4,538,058
CVS Caremark Corp.		37,645		1,489,613
Whole Foods Market, Inc.		6,600		156,354
				6,184,025
FOOD PRODUCTS – 0.2%
The Hershey Co.		4,400		144,232
HEALTH CARE EQUIPMENT & SUPPLIES – 0.8%
Covidien Ltd		16,912		809,916
HEALTH CARE PROVIDERS & SERVICES – 2.0%
Cardinal Health, Inc.		13,400		691,172
Express Scripts, Inc.*		10,180		638,490
UnitedHealth Group, Inc.		22,330		586,162
				1,915,824
HOUSEHOLD DURABLES – 0.1%
Hunter Douglas NV	NL	2,033		122,740

See Notes to Financial Statements.

56

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
HOUSEHOLD PRODUCTS – 1.1%
The Procter & Gamble Co.		16,900	$	1,027,689
INDUSTRIAL CONGLOMERATES – 2.2%
General Electric Co.		40,100		1,070,269
Siemens Ag	DE	3,700		410,877
Tyco International Ltd		17,312		693,172
				2,174,318
INSURANCE – 12.8%
Ambac Financial Group, Inc.		13,951		18,694
American International Group, Inc.		76,600		2,026,836
Aon Corp.		14,700		675,318
Berkshire Hathaway, Inc. Class A*		30		3,622,500
Loews Corp.		50,000		2,345,000
Markel Corp.*		140		51,380
MBIA, Inc.*		7,500		32,925
Millea Holdings, Inc. (1)	JP	13,600		530,219
Nipponkoa Insurance Co., Ltd	JP	53,050		460,110
The Principal Financial Group, Inc.		5,600		235,032
The Progressive Corp.		87,000		1,628,640
Transatlantic Holdings, Inc.		13,587		767,258
				12,393,912
INTERNET & CATALOG RETAIL – 0.5%
Amazon.com, Inc.*		3,900		285,987
Liberty Media Corp – Interactive Series A*		14,805		218,522
				504,509
INTERNET SOFTWARE & SERVICES – 0.8%
eBay, Inc.*		8,200		224,106
Google, Inc., Class A*		1,070		563,270
				787,376
IT SERVICES – 1.3%
Iron Mountain, Inc.*		45,924		1,219,282
MARINE – 0.7%
China Shipping Development Co., Ltd	HK	124,000		372,136

	Country Code**	Shares	Value
Kuehne & Nagel International AG	CH	3,286	$	312,531
				684,667
MEDIA – 5.4%
Comcast Corp. Class A Special		121,416		2,277,764
Grupo Televisa Sa ADR		44,100		1,041,642
Liberty Media Corp – Capital Series A*		2,940		42,336
Liberty Media Corp. – Entertainment Series A*		11,760		284,945
News Corp., Class A		79,730		1,199,139
Virgin Media, Inc.		1,672		22,756
WPP Group PLC ADR		7,000		334,740
				5,203,322
METALS & MINING – 0.8%
BHP Billiton PLC	GB	9,900		378,392
Rio Tinto PLC	GB	3,500		418,674
				797,066
MULTI-LINE RETAIL – 0.1%
Sears Holdings Corp.*		940		69,240
OIL & GAS-EXPLORATION & PRODUCTION – 18.6%
Canadian Natural Resources, Ltd.		18,680		1,872,670
China Coal Energy Co.	HK	314,100		549,473
ConocoPhillips		45,528		4,297,388
Devon Energy Corp.		31,280		3,758,605
EOG Resources, Inc.		26,733		3,507,369
Occidental Petroleum Corp.		42,800		3,846,008
OGX Petroleo e Gas Participacoes SA*	BR	200		159,223
				17,990,736
PAPER & FOREST PRODUCTS – 0.3%
Sino-forest Corp*	CA	17,500		306,828
PERSONAL PRODUCTS – 0.3%
Avon Products, Inc.		7,650		275,553
PHARMACEUTICALS – 0.4%
Johnson & Johnson		6,400		411,776
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.9%
Brookfield Asset Management, Inc.		15,300		497,862

See Notes to Financial Statements.

57

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Hang Lung Group, Ltd.	HK	73,000	$	324,407
				822,269
ROAD & RAIL – 0.0%+
Asciano Group	AU	9,300		30,862
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 0.9%
Texas Instruments, Inc.		31,900		898,304
SOFTWARE – 2.1%
Microsoft Corp.		74,300		2,043,993
SPECIALTY RETAIL – 1.3%
Bed Bath & Beyond, Inc.*		22,500		632,250
CarMax, Inc.*		23,700		336,303
Lowe’s Cos., Inc.		15,800		327,850
				1,296,403
TOBACCO – 3.4%
Altria Group, Inc.		47,000		966,320
Philip Morris International, Inc.		47,000		2,321,330
				3,287,650

	Country Code**	Shares		Value
TRANSPORTATION – 0.9%
China Merchants Holdings International Co., Ltd.	HK		173,366	$	670,371
Cosco Pacific, Ltd.	HK		105,300		172,593
					842,964
WIRELESS TELECOMMUNICATION SERVICES – 0.5%
Sprint Nextel Corp.*			55,600		528,200
Total Common Stocks
(cost $81,103,360)					88,530,984
		Principal Amount (000)
SHORT TERM INVESTMENTS – 8.7%
REPURCHASE AGREEMENT – 8.7%
State Street Bank and Trust Company, 1.78%, 7/1/08 (collateralized by $8,805,000 Federal National Mortgage, 5.057%, 12/08/28, with a value of $8,573,869 total to be received $8,401,415) (cost $8,401,000)		$	8,401		8,401,000
TOTAL INVESTMENTS – 100.2%
(cost $89,504,360)					96,931,984
Liabilities in excess of other assets – (0.2)%					(188,775	)
NET ASSETS – 100.0%				$	96,743,209

* Non-income producing security

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

+ Amount is less than 0.05%.

(1) Effective July 1, 2008, Millea Holdings, Inc. changed its name to Tokio Marine.

ADR American Depositary Receipt

AU	=	Australia
BR	=	Brazil
CA	=	Canada
CH	=	Switzerland
DE	=	Germany
GB	=	United Kingdom
HK	=	Hong Kong
JP	=	Japan
NL	=	Netherlands

See Notes to Financial Statements.

58

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 99.2%
AEROSPACE & DEFENSE – 1.8%
Aerovironment, Inc.*		1,200	$	32,616
Argon ST, Inc.*		1,400		34,720
BE Aerospace, Inc.*		5,400		125,766
Ceradyne, Inc.*		5,400		185,220
Cubic Corp.		9,600		213,888
Curtiss-Wright Corp.		2,400		107,376
DRS Technologies, Inc.		10,300		810,816
Ducommun, Inc.*		2,800		64,288
DynCorp International, Inc.*		13,600		206,040
Esterline Technologies Corp.*		10,500		517,230
Heico Corp		3,800		123,652
Stanley, Inc.*		4,400		147,488
Teledyne Technologies, Inc.*		5,800		282,982
Transdigm Group Inc*		2,500		83,975
Triumph Group, Inc.		8,700		409,770
				3,345,827
AIR FREIGHT & LOGISTICS – 0.5%
Air Transport Services Group Inc.*		2,500		2,500
Atlas Air Worldwide Holdings, Inc.*		5,800		286,868
HUB Group, Inc.*		10,400		354,952
Pacer International, Inc.		12,800		275,328
				919,648
AIRLINES – 0.2%
Allegiant Travel Co*		200		3,718
Hawaiian Holdings Inc*		18,000		125,100
Republic Airways Holdings, Inc.*		9,000		77,940
SkyWest, Inc.		15,000		189,750
				396,508
AUTO COMPONENTS – 1.0%
American Axle & Manufacturing Holdings, Inc.		21,600		172,584
Amerigon, Inc.*		600		4,266
ArvinMeritor, Inc.		4,600		57,408

	Country Code**	Shares	Value
ATAC, Technology Corp.*		3,500	$	81,480
Autoliv, Inc.		5,800		270,396
BorgWarner, Inc.		500		22,190
Cooper Tire & Rubber Co		7,600		59,584
Drew Industries, Inc.*		4,000		63,800
Exide Technologies*		9,000		150,840
Fuel Systems Solutions, Inc.*		2,100		80,850
GenTek, Inc.*		500		13,445
Gentex Corp		13,600		196,384
Lear Corp.*		22,140		313,945
Shiloh Industries, Inc.		500		4,695
Stoneridge, Inc.*		6,300		107,478
Tenneco Automotive, Inc.*		11,200		151,536
TRW Automotive Holdings Corp.*		6,600		121,902
Wabco Holdings Inc		400		18,584
				1,891,367
AUTOMOBILES – 0.1%
Thor Industries, Inc.		13,400		284,884
BEVERAGES – 0.1%
Boston Beer Co., Inc.*		1,600		65,088
Coca-Cola Enterprises, Inc.		2,900		50,170
Pepsi Bottling Group, Inc.		2,200		61,424
				176,682
BIOTECHNOLOGY – 0.7%
Allos Therapeutics, Inc.*		1,300		8,983
Alnylam Pharmaceuticals, Inc.*		7,400		197,802
BioMarin Pharmaceutical, Inc.*		1,800		52,164
Cubist Pharmaceuticals, Inc.*		11,700		208,962
Emergent Biosolutions Inc*		4,700		46,671
Enzon Pharmaceuticals, Inc.*		12,700		90,424
Martek Biosciences Corp.*		16,500		556,215

See Notes to Financial Statements.

59

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Momenta Pharmaceuticals Inc*		1,800	$	22,140
Myriad Group, Inc.*		500		22,760
Rigel Pharmaceuticals Inc*		800		18,128
Rxi Pharmaceuticals Corp*		828		6,624
Savient Pharmaceuticals, Inc.*		2,500		63,250
United Therapeutics Corp.*		500		48,875
				1,342,998
BUILDING PRODUCTS – 0.7%
Aaon, Inc.		2,250		43,335
American Woodmark Corp.		600		12,678
Ameron International Corp.		2,200		263,956
Apogee Enterprises, Inc.		5,900		95,344
Insteel Industries, Inc.		3,500		64,085
Lennox International, Inc.		14,400		417,024
NCI Building Systems, Inc.*		7,200		264,456
Quanex Building Products Corp		12,800		190,208
Universal Forest Products, Inc.		900		26,964
				1,378,050
CAPITAL MARKETS – 0.9%
GAMCO Investors, Inc.		3,400		168,708
Invesco Ltd		10,700		256,586
Knight Capital Group, Inc.*		37,400		672,452
NGP Capital Resources Co.		1,400		21,574
optionsXpress Holdings, Inc.		8,700		194,358
Prospect Capital Corp		500		6,590

	Country Code**	Shares	Value
Stifel Financial Corp.*		1,300	$	44,707
SWS Group, Inc.		3,450		57,305
TD Ameritrade Holding Corp.*		10,200		184,518
US Global Investors, Inc.		1,400		23,450
Waddell & Reed Financial, Inc. Class A		100		3,501
				1,633,749
CHEMICALS – 4.2%
Arch Chemicals, Inc.		9,400		311,610
Balchem Corp		400		9,252
Calgon Carbon Corp.*		15,300		236,538
Celanese Corp. Series A		900		41,094
CF Industries Holdings, Inc.		5,200		794,560
Chemtura Corp		34,800		203,232
Cytec Industries, Inc.		2,100		114,576
Ferro Corp.		9,200		172,592
Fuller H B Co.		12,600		282,744
Hercules, Inc.		32,300		546,839
Ico, Inc.*		7,200		43,344
Innophos Holdings, Inc.		6,100		194,895
Innospec, Inc.		5,600		105,392
Koppers Holdings, Inc.		9,400		393,578
Landec Corp.*		4,400		28,468
LSB Industries, Inc.*		400		7,920
Minerals Technologies, Inc.		7,500		476,925
Nalco Holding Co.		7,900		167,085
NewMarket Corp.		6,900		456,987
Nova Chemicals Corp		11,300		278,771
Olin Corp.		23,700		620,466
OM Group, Inc.*		11,400		373,806
Penford Corp		300		4,464
PolyOne Corp.*		14,800		103,156
Quaker Chemical Corp		1,700		45,322

See Notes to Financial Statements.

60

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Rockwood Holdings, Inc.*		300	$	10,440
RPM International Inc		7,700		158,620
Schulman A, Inc.		5,600		128,968
Scotts Miracle-Gro Co., Class A		2,800		49,196
Sensient Technologies Corp.		13,700		385,792
ShengdaTech, Inc.*		3,300		32,769
Stepan Chemical Co.		2,100		95,802
Terra Industries, Inc.		12,100		597,135
Valhi, Inc.		500		13,625
Valspar Corp.		16,200		306,342
Westlake Chemical Corp.		7,200		106,992
Zep, Inc.		6,850		101,928
				8,001,225
COMMERCIAL BANKS – 1.8%
Bancfirst Corp		600		25,680
Banco Latinoamericano De Exportaciones Sa Class E		2,100		33,999
BankFinancial Corp.		100		1,301
Chemical Financial Corp.		2,500		51,000
City Holding Co.		4,100		167,157
Community Banking Systems, Inc.		9,500		195,890
Community Trust Bancorp, Inc.		1,400		36,764
First Community Bancshares Inc.		900		25,380
First Financial Bancorp		2,600		23,920
First Horizon National Corp		20,800		154,544
First Merchants Corp		2,900		52,635
First Security Group, Inc.		2,000		11,160
FirstMerit Corp.		4,200		68,502
Frontier Financial Corp.		5,300		45,156

	Country Code**	Shares	Value
Harleysville National Corp		200	$	2,232
Iberiabank Corp		400		17,788
Independent Bank Corp. Massachusetts		800		19,072
International Bancshares Corp.		4,000		85,480
Investors Bancorp Inc*		1,100		14,366
MainSource Financial Group, Inc.		800		12,400
National Penn Bancshares, Inc.		9,600		127,488
NBT Bancorp, Inc.		5,900		121,599
Old National Bancorp/IN		15,600		222,456
Oriental Financial Group		6,300		89,838
Pacific Capital Bancorp		19,400		267,332
Park National Corp.		1,000		53,900
Popular, Inc.		16,700		110,053
Porter Bancorp, Inc.		300		4,503
Renasant Corp		800		11,784
S&T Bancorp, Inc.		600		17,436
Signature Bank*		400		10,304
Simmons First National Corp. Class A		1,400		39,158
Southside Bancshares Inc		1,500		27,660
Sterling Bancorp.		5,800		69,310
Susquehanna Bancshares, Inc.		14,100		193,029
SVB Financial Group*		4,200		202,062
TCF Financial Corp.		26,600		319,998
Tompkins Financial Corp		1,200		44,640
UMB Financial Corp.		1,000		51,270
WesBanco, Inc.		4,800		82,320
Westamerica Bancorporation		4,400		231,396
Wilmington Trust Corp.		1,100		29,084
Wintrust Financial Corp		2,100		50,085
				3,421,131

See Notes to Financial Statements.

61

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMERCIAL SERVICES & SUPPLIES – 5.4%
ABM Industries, Inc.		5,100	$	113,475
Administaff, Inc.		10,700		298,423
Advisory Board Co*		300		11,799
American Ecology Corp.		6,000		177,180
American Reprographics Co.*		2,400		39,960
Amrep Corp.		200		9,518
Bowne & Co., Inc.		8,900		113,475
Brink’s Co/the		3,100		202,802
CBIZ, Inc.*		16,400		130,380
CDI Corp.		5,000		127,200
ChoicePoint, Inc.*		8,200		395,240
Clean Harbors, Inc.*		6,500		461,890
Comfort Systems USA, Inc.		17,300		232,512
COMSYS IT Partners, Inc.*		2,100		19,152
Consolidated Graphics, Inc.*		4,500		221,715
Copart, Inc.*		400		17,128
Cornell Cos., Inc.*		5,100		122,961
CRA International, Inc.*		1,200		43,380
Deluxe Corp.		22,200		395,604
Ennis, Inc.		4,400		68,860
Exponent, Inc.*		6,800		213,588
First Advantage Corp. Class A*		1,200		19,020
FTI Consulting, Inc.*		600		41,076
G&K Services, Inc.		1,900		57,874
Geoeye, Inc.*		100		1,771
Hewitt Associates, Inc. Class A*		10,700		410,131
Hill International, Inc.*		5,900		96,996
HNI Corp.		3,400		60,044
Hudson Highland Group, Inc.*		5,200		54,444
ICF International, Inc.*		4,800		79,776
IKON Office Solutions, Inc.		18,387		207,405
Interface, Inc.		19,900		249,347
Kelly Services, Inc. Class A		4,100		79,253

	Country Code**	Shares	Value
Knoll, Inc.		11,800	$	143,370
Korn / Ferry International*		17,400		273,702
Layne Christensen Co.*		3,500		153,265
Learning Tree International, Inc.*		200		3,420
Manpower, Inc.		4,400		256,256
McGrath Rentcorp.		1,200		29,508
Metalico, Inc.*		8,200		143,664
Miller Herman, Inc.		23,600		587,404
Mine Safety Appliances Co.		6,500		259,935
Navigant Consulting Inc*		11,500		224,940
PHH Corp.*		10,100		155,035
Pike Electric Corp.*		2,700		44,847
Resources Global Professionals		8,000		162,800
Robert Half International, Inc.		11,400		273,258
Rollins, Inc.		13,000		192,660
RR Donnelley & Sons Co.		9,700		287,993
Schawk, Inc.		2,100		25,179
School Specialty, Inc.*		3,900		115,947
Spherion Corp.*		8,300		38,346
Standard Parking Corp*		1,000		18,200
Standard Register Co. / The		2,900		27,347
Steelcase, Inc.		24,000		240,720
Taleo Corp.*		5,900		115,581
Team, Inc.*		3,700		126,984
Teletech Holdings, Inc.*		11,300		225,548
Tetra Tech, Inc.*		1,700		38,454
Trueblue, Inc.*		19,000		250,990
United Stationers, Inc.*		9,300		343,635
Viad Corp.		10,300		265,637
Volt Information Sciences, Inc.*		150		1,787
Waste Connections, Inc.*		4,400		140,492
Watson Wyatt Worldwide, Inc.		4,900		259,161
				10,199,444

See Notes to Financial Statements.

62

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMUNICATIONS EQUIPMENT – 2.2%
Acme Packet, Inc.*		2,700	$	20,952
Adtran, Inc.		13,600		324,224
Avocent Corp.*		12,700		236,220
Bel Fuse, Inc.		700		19,600
Black Box Corp.		2,160		58,730
Comtech Telecommunications*		10,800		529,200
Dycom Industries, Inc.*		6,200		90,024
Echostar Corp. Class A*		3,400		106,148
EMS Technologies, Inc.*		5,100		111,384
Extreme Networks, Inc.*		27,000		76,680
Foundry Networks, Inc.*		24,200		286,044
Harmonic, Inc.*		2,900		27,579
Harris Corp		4,400		222,156
Ixia*		8,300		57,685
JDS Uniphase Corp*		10,500		119,280
Mastec, Inc.*		10,600		112,996
Parkervision Inc*		800		7,944
Performance Technologies, Inc.*		600		3,036
Plantronics, Inc.		24,400		544,608
Polycom, Inc.*		11,300		275,268
Powerwave Technologies, Inc.*		15,800		67,150
Seachange International, Inc.*		2,600		18,616
Shoretel, Inc.*		3,000		13,260
Sycamore Networks, Inc.*		4,400		14,168
Tekelec, Inc.*		21,700		319,207
Tellabs, Inc.*		55,700		259,005
UTStarcom, Inc.*		15,700		85,879
Viasat, Inc.*		4,600		92,966
				4,100,009
COMPUTERS & PERIPHERALS – 2.1%
3par Inc*		2,500		19,600
Adaptec, Inc.*		4,300		13,760
Brocade Communications Systems, Inc.*		51,100		421,064

	Country Code**	Shares	Value
Eletronics for Imaging, Inc.*		7,500	$	109,500
Emulex Corp.*		32,000		372,800
Hypercom Corp.*		400		1,760
Imation Corp.		6,600		151,272
Lexmark International, Inc. Class A*		9,700		324,271
NCR Corp.*		15,200		383,040
Netezza Corp*		4,500		51,660
PROS Holdings, Inc.*		1,500		16,845
QLogic Corp.*		35,300		515,027
SanDisk Corp.*		2,000		37,400
Seagate Technology		20,100		384,513
Stec, Inc.*		14,700		150,969
Stratasys, Inc.*		1,600		29,536
Synaptics, Inc.*		11,700		441,441
Western Digital Corp.*		17,500		604,275
Xyratex Ltd*		3,100		51,615
				4,080,348
CONSTRUCTION & ENGINEERING – 0.9%
Aecom Technology Corp.*		7,100		230,963
EMCOR Group, Inc.*		20,700		590,571
Furmanite Corp*		900		7,182
Granite Construction, Inc.		4,900		154,497
Insituform Technologies, Inc. Class A*		4,600		70,058
Integrated Electrical Services, Inc.*		2,400		41,280
KBR, Inc.		8,300		289,753
Michael Baker Corp.*		2,100		45,948
Perini Corp.*		7,900		261,095
				1,691,347
CONSUMER FINANCE – 0.6%
Advanta Corp.		8,400		52,836
AmeriCredit Corp.*		6,100		52,582
Cash America International, Inc.		11,300		350,300
Discover Financial Services		21,600		284,472
EZCORP, Inc. Class A*		11,900		151,725

See Notes to Financial Statements.

63

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
World Acceptance Corp.*		5,900	$	198,653
				1,090,568
CONTAINERS & PACKAGING – 1.0%
Aptargroup, Inc		3,200		134,240
Crown Holdings, Inc.*		9,500		246,905
Greif, Inc. Class A		4,800		307,344
Myers Industries, Inc.		3,200		26,080
Owens- Ilinois, Inc.*		6,200		258,478
Rock-Tenn Co.		18,500		554,815
Sealed Air Corp.		10,200		193,902
Silgan Holdings, Inc.		800		40,592
Sonoco Products Co.		5,500		170,225
				1,932,581
DISTRIBUTORS – 0.1%
Core-mark Holding Co Inc*		700		18,340
LKQ Corp.*		9,900		178,893
				197,233
DIVERSIFIED CONSUMER SERVICES – 0.7%
Capella Education Co*		2,100		125,265
Coinstar, Inc.*		6,200		202,802
DeVry, Inc.		7,300		391,426
Hillenbrand Inc		400		8,560
K12, Inc.*		250		5,358
Matthews International Corp		3,300		149,358
Noah Education Holdings, Ltd. ADR*		4,320		23,328
Regis Corp.		6,400		168,640
Service Corp International		13,500		133,110
Steiner Leisure, Ltd.*		1,900		53,865
Stewart Enterprises, Inc. Class A		15,300		110,160
Strayer Education, Inc.		100		20,907
				1,392,779
DIVERSIFIED FINANCIAL SERVICES – 0.3%
Asset Acceptance Capital Corp.		3,200		39,104

	Country Code**	Shares	Value
Encore Capital Group, Inc.*		200	$	1,766
Financial Federal Corp.		6,100		133,956
Interactive Brokers Group, Inc. Class A*		300		9,639
Leucadia National Corp		6,500		305,110
Marketaxess Holdings, Inc.*		2,700		20,412
Portfolio Recovery Associates, Inc.*		2,000		75,000
				584,987
DIVERSIFIED TELECOMMUNICATION SERVICES –1.2%
Alaska Communications Systems, Inc.		6,600		78,804
Atlantic Tele-network, Inc.		3,200		88,032
Cincinnati Bell, Inc.*		90,400		359,792
Embarq Corp.		6,700		316,709
Iowa Telecommunication Services, Inc.		7,500		132,075
NTELOS Holdings Corp		16,800		426,216
Premiere Global Services, Inc.*		36,200		527,796
Windstream Corp		22,300		275,182
				2,204,606
ELECTRIC UTILITIES – 0.4%
DPL, Inc.		3,500		92,330
El Paso Electric Co.*		5,100		100,980
Hawaiian Electric Industries, Inc.		2,600		64,298
Otter Tail Corp.		1,200		46,596
Reliant Energy, Inc.*		11,300		240,351
UIL Holdings Corp.		2,500		73,525
Unisource Energy Corp		3,500		108,535
				726,615
ELECTRICAL EQUIPMENT – 2.5%
Acuity Brands, Inc.		14,100		677,928
AZZ, Inc.*		3,600		143,640
Belden CDT, Inc.		14,259		483,095

See Notes to Financial Statements.

64

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Brady Corp.		5,700	$	196,821
Encore Wire Corp.		5,700		120,783
GrafTech International, Ltd.*		32,000		858,560
II-VI, Inc.*		3,400		118,728
LSI Industries, Inc.		2,400		19,488
Powell Industries, Inc.*		3,500		176,435
Regal-Beloit Corp.		11,000		464,750
Smith A O Corp.		7,100		233,093
Superior Essex, Inc.*		3,900		174,057
Thomas & Betts Corp.*		9,300		352,005
Valence Technology Inc*		7,700		34,111
Vicor Corp.		2,700		26,946
Woodward Governor Co.		21,400		763,124
				4,843,564
ELECTRONIC EQUIPMENT & INSTRUMENTS – 3.6%
Acacia Research – Acacia Technologies*		3,600		16,128
Amphenol Corp. Class A		5,400		242,352
Arrow Electronics, Inc.*		10,800		331,776
Avnet, Inc.*		9,000		245,520
AVX Corp.		6,900		78,039
Benchmark Electronics, Inc.*		21,600		352,944
Checkpoint Systems, Inc.*		10,700		223,416
Cogent, Inc.*		4,200		47,754
Cognex Corp.		11,500		265,075
Coherent, Inc.*		2,100		62,769
CTS Corp.		11,100		111,555
DTS, Inc.*		4,500		140,940
Electro Scientific Industries, Inc.*		4,200		59,514
Excel Technology, Inc.*		800		17,856
Faro Technologies, Inc.*		500		12,585
Flir Systems, Inc.*		5,500		223,135
Gerber Scientific, Inc.*		200		2,276
Ingram Micro, Inc., Class A*		3,100		55,025

	Country Code**	Shares	Value
Insight Enterprises, Inc.*		8,600	$	100,878
IPG Photonics Corp.*		3,200		60,192
Littelfuse, Inc.*		4,200		132,510
Measurement Specialties Inc*		200		3,518
Methode Electronics, Inc.		7,800		81,510
Molex, Inc.		9,200		224,572
MTS Technologies, Inc.		3,100		111,228
Multi Fineline Electronix, Inc.*		7,500		207,525
Nam Tai Electronics, Inc.		3,400		44,472
National Instruction Corp.		10,600		300,722
Newport Corp.*		1,500		17,085
OSI Systems, Inc.*		2,400		51,408
Park Electrochemical Corp.		3,800		92,378
PC Connection, Inc.*		1,600		14,896
Plexus Corp.*		20,100		556,368
Rofin-Sinar Technologies, Inc.*		16,400		495,280
Rogers Corp.*		3,800		142,842
Sanmina-SCI Corp.*		35,800		45,824
ScanSource, Inc.*		3,200		85,632
SYNNEX Corp.*		9,200		230,828
Tech Data Corp.*		12,800		433,792
Technitrol, Inc.		12,100		205,579
Trimble Navigation Ltd*		6,900		246,330
TTM Technologies, Inc.*		17,600		232,496
Vishay Intertechnology, Inc.*		32,000		283,840
				6,890,364
ENERGY EQUIPMENT & SERVICES – 4.3%
Atwood Oceanics, Inc.*		1,500		186,510
Basic Energy Services, Inc.*		1,400		44,100
BJ Services Co.		5,700		182,058
Bristow Group, Inc.*		5,200		257,348

See Notes to Financial Statements.

65

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Complete Production Services Inc*		4,200	$	152,964
Dawson Geophysical Co.*		600		35,676
Dresser-Rand Group, Inc.*		1,600		62,560
Dril-Quip, Inc.*		4,800		302,400
Englobal Corp.*		1,000		14,240
Ensco International, Inc.		6,631		535,387
FMC Technologies, Inc.*		6,500		500,045
Forbes Energy Services Ltd.*(1)	CA	20,600		161,580
Grey Wolf, Inc.*		72,100		651,063
Gulf Island Fabrication, Inc.		4,300		210,399
Gulfmark Offshore, Inc.*		7,600		442,168
Hornbeck Offshore Services, Inc.*		5,300		299,503
Ion Geophysical Corp*		15,300		266,985
Lufkin Industries, Inc.		3,500		291,480
NATCO Group, Inc.*		5,100		278,103
Natural Gas Services Group Inc*		1,500		45,720
Newpark Resources*		18,900		148,554
North American Energy Partners, Inc.*		2,500		54,200
Oil States International, Inc.*		12,200		773,968
Patterson-UTI Energy, Inc.		12,400		446,896
Pioneer Drilling Co*		12,200		229,482
Pride International Inc*		3,800		179,702
Rowan Cos., Inc.		3,200		149,600
SEACOR Holdings, Inc.*		5,100		456,501
T-3 Energy Services, Inc.*		2,900		230,463
Technicoil Corp.*	CA	16,600		20,696
Union Drilling, Inc.*		3,200		69,376
Unit Corp.*		4,700		389,959
Willbros Group, Inc.*		900		39,429
				8,109,115

	Country Code**	Shares	Value
FOOD & STAPLES RETAILING – 0.8%
Arden Group, Inc.		200	$	25,348
BJ’s Wholesale Club, Inc.*		10,400		402,480
Casey’s General Stores, Inc.		16,600		384,622
China Nepstar Chain Drugstore Ltd ADR		580		5,023
Ingles Markets, Inc.		2,000		46,660
Longs Drug Stores Corp.		8,600		362,146
Nash Finch Co.		3,700		126,799
Spartan Stores, Inc.		5,300		121,900
				1,474,978
FOOD PRODUCTS – 1.3%
Agria Corp. ADR*		1,600		6,848
Chiquita Brands International, Inc.*		22,900		347,393
Darling International, Inc.*		34,700		573,244
Del Monte Foods Co.		28,800		204,480
Diamond Foods Inc		2,800		64,512
Flowers Foods, Inc.		15,200		430,768
Fresh Del Monte Produce, Inc.*		14,700		346,479
Green Mountain Coffee Roasters Inc*		3,200		120,224
J & J Snack Foods Corp.		200		5,482
Omega Protein Corp*		2,500		37,375
Reddy Ice Holdings, Inc.		1,200		16,416
TreeHouse Foods, Inc.*		2,900		70,354
Tyson Foods, Inc. Class A		14,800		221,112
				2,444,687
GAS UTILITIES – 0.8%
New Jersey Resources Corp.		1,800		58,770
Northwest Natural Gas Co.		8,100		374,706
Piedmont Natural Gas Co.		3,300		86,328

See Notes to Financial Statements.

66

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
South Jersey Industries, Inc.		400	$	14,944
Southwest Gas Corp.		1,600		47,568
The Laclede Group, Inc.		6,200		250,294
WGL Holdings, Inc.		18,700		649,638
				1,482,248
HEALTH CARE EQUIPMENT & SUPPLIES – 1.4%
Abaxis, Inc.*		2,700		65,151
American Medical Systems Holdings Inc*		2,300		34,385
Analogic Corp.		7,000		441,490
Conmed Corp.*		8,000		212,400
Cyberonics Inc*		2,300		49,910
Datascope Corp.		3,000		141,000
Edwards Lifesciences Corp.*		2,400		148,896
Exactech Inc*		800		20,568
Hill-Rom Holdings, Inc.		8,900		240,122
Iris International Inc*		800		12,520
Kensey Nash Corp*		3,500		112,175
Meridian Bioscience, Inc.		4,550		122,486
Merit Medical Systems, Inc.*		5,600		82,320
Natus Med, Inc.*		900		18,846
Neogen Corp*		500		11,445
Nuvasive Inc*		500		22,330
Quidel Corp.*		7,800		128,856
Sirona Dental Systems Inc*		2,500		64,800
Somanetics Corp*		1,000		21,200
Sonosite Inc*		1,300		36,413
STERIS Corp.		15,500		445,780
Vital Signs, Inc.		200		11,356
Vnus Medical Technologies Inc*		700		14,007
Zoll Medical Corp.*		5,800		195,286
				2,653,742
HEALTH CARE PROVIDERS & SERVICES – 2.6%
Air Methods Corp.*		100		2,500
Alliance Imaging, Inc.*		7,800		67,626
Amedisys, Inc.*		4,200		211,764
AMERIGROUP Corp.*		11,600		241,280
AMN Healthcare Services, Inc.*		3,000		50,760
Amsurg Corp*		2,500		60,875

	Country Code**	Shares	Value
Apria Healthcare Group, Inc.*		10,100	$	195,839
Centene Corp.*		18,200		305,578
Chemed Corp.		3,400		124,474
Chindex International Inc*		2,450		35,941
Corvel Corp.*		1,200		40,644
Cross Country Healthcare, Inc.*		1,400		20,174
Cryolife, Inc.*		5,200		59,488
Emergency Medical Services LP*		2,100		47,523
Gentiva Health Services, Inc.*		900		17,145
Hanger Orthopedic Group, Inc.*		5,300		87,397
Health Net, Inc.*		5,900		141,954
Healthextras Inc*		1,200		36,168
Healthspring, Inc.*		26,800		452,384
HMS Holdings Corp*		300		6,441
Kindred Healthcare, Inc.*		5,200		149,552
Landauer, Inc.		2,500		140,600
Lifepoint Hospitals, Inc.*		17,900		506,570
Lincare Holdings, Inc.*		20,500		582,200
Magellan Health Services, Inc.*		900		33,327
Molina Healthcare, Inc.*		7,600		184,984
Odyssey Healthcare, Inc.*		1,600		15,584
Owens & Minor, Inc.		14,900		680,781
Pharmerica Corp*		5,100		115,209
Providence Service Corp*		1,400		29,554
Psychiatric Solutions, Inc.*		600		22,704
Rehabcare Group Inc*		5,700		91,371
Res-Care, Inc.*		3,300		58,674
Sun Healthcare Group, Inc.*		2,700		36,153
WellCare Health Plan, Inc.*		1,600		57,840
				4,911,058

See Notes to Financial Statements.

67

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
HEALTH CARE TECHNOLOGY – 0.1%
Eclipsys Corp*		1,700	$	31,212
Hlth Corp.*		5,300		59,996
Phase Forward, Inc.*		5,800		104,226
Trizetto Group, Inc*		1,400		29,932
				225,366
HOTELS RESTAURANTS & LEISURE – 1.4%
Ambassadors Group, Inc.		300		4,476
Bally Technologies, Inc.*		3,800		128,440
Bob Evans Farms, Inc.		16,800		480,480
Brinker International, Inc.		17,500		330,750
CBRL Group, Inc.		9,896		242,551
CEC Entertainment, Inc.*		6,500		182,065
Churchill Downs, Inc.		600		20,922
Dennys Corp.*		32,500		92,300
International Speedway Corp. Class A		3,300		128,799
Jack In The Box, Inc.*		11,100		248,751
Krispy Kreme Doughnuts, Inc.*		4,600		22,954
Marcus Corp.		2,300		34,385
Papa Johns International, Inc.*		5,300		140,927
Riviera Holdings Corp*		100		1,015
Speedway Motorsports, Inc.		2,400		48,912
WMS Industries, Inc.*		11,800		351,286
Wyndham Worldwide Corp.		11,900		213,129
				2,672,142
HOUSEHOLD DURABLES – 1.2%
American Greetings Corp.		24,700		304,798
Blyth, Inc.		12,000		144,360
Cavco Industries, Inc.*		800		26,184
Centex Corp.		400		5,348

	Country Code**	Shares	Value
Champion Enterprises, Inc.*		35,700	$	208,845
CSS Industries, Inc.		2,600		62,972
Ethan Allen Interiors, Inc.		3,400		83,640
Furniture Brands International, Inc.		10,700		142,952
Helen Of Troy, Ltd.*		6,300		101,556
Hooker Furniture Corp.		5,100		88,332
Kimball International, Inc.		4,300		35,604
La-Z- Boy, Inc.		7,600		58,140
Lennar Corp.		17,000		209,780
National Presto Industries, Inc.		1,100		70,598
NVR, Inc.*		600		300,048
Ryland Group, Inc.		14,300		311,883
Snap-On, Inc.		4,100		213,241
Universal Electronics, Inc.*		400		8,360
				2,376,641
HOUSEHOLD PRODUCTS – 0.0%+
Central Garden And Pet Co. Class A*		600		2,460
WD-40 Co.		2,900		84,825
				87,285
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 0.2%
Canadian Hydro Developers, Inc.*	CA	7,800		40,966
Mirant Corp.*		10,400		407,160
				448,126
INDUSTRIAL CONGLOMERATES – 0.2%
Raven Industries, Inc.		2,400		78,672
Walter Industries, Inc.		3,100		337,187
				415,859
INSURANCE – 6.5%
Alleghany Corp. Delaware*		204		67,738
Allied World Assurance Holdings, Ltd.		7,000		277,340

See Notes to Financial Statements.

68

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
American Equity Investment Life Holding Co.		13,400	$	109,210
American Financial Group, Inc.		6,900		184,575
American National Insurance		100		9,802
American Physicians Capital, Inc.		4,350		210,714
Amerisafe, Inc.*		6,800		108,392
Amtrust Financial Services, Inc.		15,000		189,000
Arch Cap Group, Ltd.*		3,500		232,120
Argo Group International Holdings, Inc.*		1,525		51,179
Aspen Insurance Holdings, Ltd.		26,400		624,888
Assurant, Inc.		7,400		488,104
Assured Guaranty, Ltd.		3,800		68,362
Axis Capital Holdings Ltd		9,400		280,214
Berkley W R Corp.		11,000		265,760
Brown & Brown, Inc.		6,700		116,513
Cincinnati Financial Corp.		6,700		170,180
CNA Financial Corp.		7,800		196,170
CNA Surety Corp.*		5,300		66,992
Conseco, Inc.*		24,800		246,016
Darwin Professional Underwriters, Inc.*		1,600		49,280
Delphi Financial Group, Inc.		9,650		223,301
Donegal Group, Inc.		233		3,698
eHealth, Inc.*		1,800		31,788
EMC Insurance Group, Inc.		100		2,408
Employers Holdings, Inc.		4,300		89,010
Endurance Specialty Holdings Ltd		10,800		332,532
Erie Indemnity Co., Class A		600		27,690
FBL Financial Group, Inc.		6,000		119,280

	Country Code**	Shares	Value
Fidelity National Title Group, Inc., Class A		15,000	$	189,000
First American Corp.		2,700		71,280
FPIC Insurance Group, Inc.*		3,100		140,492
Genworth Financial, Inc. Class A		18,800		334,828
Hallmark Financial Services, Inc.*		1,700		16,439
Harleysville Group, Inc.		5,900		199,597
HCC Insurance Holdings, Inc.		8,000		169,120
Hilb Rogal & Hobbs Co.		800		34,768
Horace Mann Educators Corp.		700		9,814
Infinity Property & Casualty Corp.		3,900		161,928
IPC Holdings, Ltd.		17,500		464,625
Markel Corp.*		100		36,700
Max Re Capital, Ltd.		20,500		437,265
Montpelier Re Holdings, Ltd.		1,600		23,600
National Financial Partners Corp.		5,600		110,992
National Interstate Corp		2,100		38,598
National Western Life Insurance Co.		100		21,850
Nationwide Financial Services		3,000		144,030
Navigators Group, Inc.*		4,400		237,820
Odyssey Re Holdings Corp.		5,500		195,250
OneBeacon Insurance Group, Ltd.		1,700		29,869
PartnerRe, Ltd.		3,600		248,868
Philadelphia Consolidated Holding Co.*		6,900		234,393
Phoenix Cos., Inc.		12,800		97,408
Platinum Underwriters Holdings, Ltd.		19,100		622,851
Presidential Life Corp.		500		7,710
ProAssurance Corp.*		9,900		476,289

See Notes to Financial Statements.

69

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Procentury Corp.		2,000	$	31,680
Protective Life Corp.		5,700		216,885
Reinsurance Group of America, Inc.		1,600		69,632
RenaissanceRe Holdings, Ltd.		4,100		183,147
RLI Corp.		4,900		242,403
Safeco Corp.		6,700		449,972
Safety Insurance Group, Inc.		1,500		53,475
SeaBright Insurance Holdings, Inc.*		4,200		60,816
Selective Insurance Group, Inc.		11,200		210,112
Stancorp Financial Group, Inc.		5,100		239,496
State Auto Financial Corp.		1,600		38,288
The Hanover Insurance Group, Inc.		3,300		140,250
Torchmark Corp.		800		46,920
Transatlantic Holdings, Inc.		1,400		79,058
United America Indemnity, Ltd.*		6,900		92,253
Unitrin, Inc.		2,100		57,897
Universal American Financial Corp.*		4,200		42,924
Unum Group		16,000		327,200
White Mountains Insurance Group Ltd.		200		85,800
Zenith National Insurance Corp.		1,900		66,804
				12,332,652
INTERNET & CATALOG RETAIL – 0.9%
1-800-flowers.com, Inc.*		13,400		86,430
FTD Group, Inc.		2,200		29,326
Gaiam, Inc.*		1,800		24,318
IAC/InterActiveCorp.*		8,100		156,168
Liberty Media Corp – Interactive Series A*		16,900		249,444
Netflix , Inc.*		18,400		479,688
Overstock.com Inc*		2,400		62,280
PetMed Express Common, Inc.*		4,300		52,675

	Country Code**	Shares	Value
Priceline.com, Inc.*		3,700	$	427,202
Stamps.com, Inc.*		2,600		32,448
Systemax, Inc.		3,500		61,775
				1,661,754
INTERNET SOFTWARE & SERVICES – 1.6%
Asiainfo Holdings, Inc.*		13,500		159,570
Bankrate, Inc.*		2,000		78,140
Cmgi, Inc.*		7,380		78,228
Cybersource Corp.*		19,208		321,350
Digital River, Inc.*		2,900		111,882
Equinix, Inc.*		900		80,298
Greenfield Online, Inc.*		6,000		89,520
Imergent, Inc.		2,800		33,152
Interwoven, Inc.*		10,100		121,301
j2 Global Communications, Inc.*		22,500		517,500
Marchex, Inc. Class B		2,400		29,568
Navisite, Inc.*		2,600		9,880
NIC, Inc.		8,200		56,006
Open Text Corp.*		13,700		439,770
RealNetworks, Inc.*		7,000		46,200
S1 Corp.*		19,700		149,129
Sohu.com, Inc.*		3,700		260,628
SonicWall, Inc.*		9,700		62,565
Soundbite Communications, Inc.*		3,000		10,380
TheStreet.com, Inc.		4,500		29,295
United Online, Inc.		28,500		285,855
Valueclick, Inc.*		2,000		30,300
Vignette Corp.*		4,300		51,600
Vocus Inc*		2,400		77,208
Zix Corp*		2,800		7,784
				3,137,109
IT SERVICES – 2.4%
Acxiom Corp.		14,700		168,903
Affiliated Computer Services, Inc.*		5,100		272,799
Broadridge Financial Solutions, Inc.		7,200		151,560
CACI International, Inc.*		7,400		338,698
Ciber, Inc.*		16,700		103,707

See Notes to Financial Statements.

70

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Computer Sciences Corp.*		5,400	$	252,936
Convergys Corp.*		35,200		523,072
CSG Systems International, Inc.*		9,800		107,996
Electronic Data Systems Corp.		3,100		76,384
Forrester Research, Inc.*		2,900		89,552
Gartner, Inc.*		15,800		327,376
Global Cash Access Holdings, Inc.*		4,200		28,812
Heartland Payment Systems, Inc.		6,800		160,480
infoUSA, Inc.		400		1,756
Integral Systems, Inc.		2,004		77,555
Mantech International Corp.*		11,600		558,192
MAXIMUS, Inc.		5,800		201,956
Metavante Technologies Inc*		500		11,310
MPS Group, Inc.*		33,300		353,979
NCI, Inc.*		1,600		36,608
Perot Systems Corp., Class A*		11,500		172,615
Rightnow Technologies Inc*		4,500		61,515
SAIC, Inc.*		1,800		37,458
Sapient Corp.*		31,300		200,946
SYKES Enterprises, Inc.*		11,000		207,460
Syntel, Inc.		1,600		53,952
TNS, Inc.*		100		2,396
Wright Express Corp.*		2,300		57,040
				4,637,013
LEISURE EQUIPMENT & PRODUCTS – 0.8%
Brunswick Corp.		11,000		116,600
Callaway Golf Co.		35,900		424,697
Hasbro, Inc.		4,000		142,880
Jakks Pacific, Inc.*		10,800		235,980
Leapfrog Enterprises, Inc.*		7,600		63,232
Polaris Industries, Inc.		11,700		472,446
Steinway Musical Instruments, Inc.*		300		7,920
				1,463,755

	Country Code**	Shares	Value
LIFE SCIENCES TOOLS & SERVICES – 1.0%
Albany Molecular Research, Inc.*		5,400	$	71,658
Dionex Corp.*		3,700		245,569
Enzo Biochem Inc*		900		10,098
eResearch Technology, Inc.*		13,900		242,416
Illumina, Inc.*		1,700		148,087
Invitrogen Corp.*		2,800		109,928
Luminex Corp.*		8,600		176,730
Parexel International Corp.*		12,400		326,244
PerkinElmer, Inc.		2,600		72,410
Pharmaceutical Product Development, Inc.		1,900		81,510
Varian, Inc.*		8,500		434,010
				1,918,660
MACHINERY – 5.5%
Actuant Corp. Class A		17,600		551,760
Altra Holdings Inc*		3,500		58,835
Ampco-Pittsburgh Corp.		4,000		177,920
Astec Industries, Inc.*		8,200		263,548
Axsys Technologies Inc*		3,100		161,324
Badger Meter, Inc.		5,500		277,915
Barnes Group, Inc.		18,400		424,856
Blount International, Inc.*		12,600		146,286
Cascade Bancorp		1,200		50,784
Chart Industries, Inc.*		9,300		452,352
CIRCOR International, Inc.		5,800		284,142
Colfax Corp*		4,470		112,152
Columbus Mckinnon Corp.*		7,200		173,376
Commercial Vehicle Group, Inc.*		800		7,480
Crane Co.		3,400		131,002
Cummins, Inc.		6,400		419,328
Dover Corp		1,100		53,207
EnPro Industries, Inc.*		8,800		328,592
Esco Technologies, Inc.*		1,700		79,764

See Notes to Financial Statements.

71

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Federal Signal Corp.		6,200	$	74,400
Gardner Denver, Inc.*		14,800		840,640
Gorman-rupp Co.		4,925		196,212
Hurco Cos., Inc.*		1,400		43,246
IDEX Corp		6,300		232,092
Ingersoll-Rand Co., Ltd		10,600		396,758
Joy Global, Inc.		500		37,915
Kadant, Inc.*		6,200		140,120
Kaydon Corp.		1,500		77,115
Lb Foster Co*		1,200		39,840
Lincoln Electric Holdings, Inc.		2,100		165,270
Lindsay Manufacturing Co.		1,500		127,455
Lydall, Inc.*		1,000		12,550
Mccoy Corp.	CA	6,200		28,180
Mueller Industries, Inc.		15,300		492,660
Navistar International Corp., Inc.*		1,100		72,402
Nordson Corp.		5,800		422,762
Oshkosh Truck Corp.		2,500		51,725
Pentair, Inc.		4,600		161,092
RBC Bearings, Inc.*		2,500		83,300
Robbins & Myers, Inc.		12,000		598,440
Sun Hydraulics, Inc.		4,950		159,737
Tecumseh Products Co*		7,400		242,572
Tennant Co.		3,100		93,217
The Timken Co.		5,800		191,052
Titan International, Inc.		2,800		99,736
Toro Co.		12,300		409,221
Twin Disc Inc		100		2,093
Wabtec Corp.		12,600		612,612
Watts Water Technologies Inc		5,000		124,500
				10,383,537

	Country Code**	Shares	Value
MARINE – 0.5%
Alexander & Baldwin, Inc.		5,900	$	268,745
American Commercial Lines, Inc.*		7,600		83,068
Excel Maritime Carriers, Ltd.		6,400		251,200
Kirby Corp.*		500		24,000
Safe Bulkers Inc*		11,700		220,428
Star Bulk Carriers Corp.		10,300		121,437
				968,878
MEDIA – 1.2%
Belo Corp. Class A		6,400		46,784
Cablevision Systems Corp., Class A*		5,900		133,340
Charter Communications, Inc.*		52,400		55,020
Cox Radio, Inc. Class A*		4,800		56,640
CTC Media, Inc.*		1,600		39,456
Cumulus Media, Inc.*		3,600		14,184
DG Fastchannel, Inc.*		800		13,800
Dreamworks Animation Skg, Inc.*		8,700		259,347
Entravision Communications Corp.*		29,200		117,384
Gannett Co., Inc.		5,100		110,517
Getty Images, Inc.*		7,300		247,689
Global Sources, Ltd.*		11,360		172,445
Harte-Hanks, Inc.		6,500		74,425
Lin TV Corp.*		3,300		19,668
Marvel Entertainment, Inc.*		11,000		353,540
McClatchy Co. Class A		3,900		26,442
Scholastic Corp.*		11,400		326,724
Sinclair Broadcast Group, Inc.		21,900		166,440
Warner Music Group Corp.		2,600		18,564
				2,252,409

See Notes to Financial Statements.

72

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
METALS & MINING – 2.6%
AK Steel Holding Corp.		6,000	$	414,000
AMCOL International Corp.		1,200		34,152
Amerigo Resources, Ltd.	CA	20,800		31,446
Castle AM Co.		3,600		102,996
Century Aluminum Co.*		4,070		270,614
Compass Minerals International, Inc .		6,000		483,360
Esmark, Inc.*		300		5,736
Farallon Resources, Ltd.*	CA	20,100		15,391
Gibraltar Industries, Inc.		1,300		20,761
Hecla Mining Co.*		59,700		552,822
Kaiser Aluminum Corp		2,000		107,060
Northwest Pipe Co*		2,200		122,760
Olympic Steel, Inc.		2,400		182,208
Redcorp Ventures Ltd.* (1)	CA	91,400		17,497
Reliance Steel & Aluminum Co.		5,300		408,577
Schnitzer Steel Industries, Inc.		7,100		813,660
Sims Group Ltd. ADR		20,005		798,199
Universal Stainless & Alloy*		300		11,112
Worthington Industries, Inc.		28,100		576,050
				4,968,401
MULTI-LINE RETAIL – 0.9%
99 Cents Only Stores*		5,200		34,320
Big Lots, Inc.*		30,500		952,820
Conn’s, Inc.*		2,900		46,603
Dollar Tree Inc*		13,100		428,239
Family Dollar Stores, Inc.		5,000		99,700
Fred’s, Inc.		7,400		83,176
Macy’s, Inc.		7,500		145,650
				1,790,508

	Country Code**	Shares	Value
MULTI-UTILITIES – 0.2%
Alliant Energy Corp.		1,200	$	41,112
Avista Corp.		9,100		195,286
Integrys Energy Group, Inc.		3,100		157,573
				393,971
OFFICE ELECTRONICS – 0.1%
Zebra Technologies Corp. Class A*		6,200		202,368
OIL & GAS-EXPLORATION & PRODUCTION – 4.8%
Alpha Natural Resources, Inc.*		5,000		521,450
Arena Resources Inc*		1,000		52,820
Arlington Tankers Ltd		1,200		27,864
Berry Petroleum Co.		7,600		447,488
Bill Barrett Corp.*		5,000		297,050
Bois D’arc Energy, Inc.*		10,400		252,824
Brigham Exploration Co.*		6,100		96,563
Callon Petroleum Co.*		4,600		125,856
Celtic Exploration, Ltd.*	CA	500		9,704
Cimarex Energy Co.		5,200		362,284
Concho Resources Inc*		3,500		130,550
Continental Resources, Inc.*		300		20,796
Delta Petroleum Corp*		2,400		61,248
Denbury Resources, Inc.*		7,600		277,400
Energy Partners, Ltd.*		6,900		102,948
Galleon Energy, Inc.*	CA	1,050		21,234
Gasco Energy Inc*		23,100		95,865
General Maritime Corp.		6,500		168,870
Gmx Resources Inc*		100		7,410
Jura Energy Corp*	CA	13,900		6,823
Knightsbridge Tankers, Ltd.		3,200		103,072
Mariner Energy, Inc.*		19,500		720,915

See Notes to Financial Statements.

73

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Massey Energy Co.		9,600	$	900,000
Midnight Oil Exploration, Ltd.*	CA	15,100		30,536
Noble Energy, Inc.		600		60,336
Nordic American Tanker Shipping		1,100		42,702
Overseas Shipholding Group, Inc.		2,800		222,656
Paramount Resources, Ltd.*	CA	900		18,324
Petrohawk Energy Corp.*		11,900		551,089
Petroquest Energy, Inc.*		10,900		293,210
Rosetta Resources, Inc.*		14,000		399,000
Stone Energy Corp.*		9,900		652,509
Swift Energy Co.*		11,300		746,478
Teekay Tankers Ltd Class A		3,400		78,914
Tristar Oil & Gas, Ltd.*	CA	1,300		26,315
TUSK Energy Corp.*	CA	18,607		53,155
Vaalco Energy, Inc.*		26,000		220,220
Venoco Inc*		1,600		37,136
Verasun Energy Corp*		12,800		52,864
Vero Energy, Inc.*	CA	4,400		46,996
W&T Offshore, Inc.		11,500		672,865
Warren Resources, Inc.*		6,000		88,080
Whiting Petroleum Corp.*		700		74,256
				9,178,675
PAPER & FOREST PRODUCTS – 0.2%
Buckeye Technologies, Inc.*		4,500		38,070
Deltic Timber Corp.		1,000		53,510
Glatfelter		9,800		132,398
Mercer International, Inc.*		1,000		7,480
Schweitzer-Mauduit International, Inc.		1,800		30,330
Wausau Paper Corp		3,500		26,985
				288,773

	Country Code**	Shares	Value
PERSONAL PRODUCTS – 0.9%
American Oriental Bioengineering Inc*		28,800	$	284,256
Chattem, Inc.*		7,200		468,360
Elizabeth Arden, Inc.*		3,300		50,094
Herbalife Ltd		4,200		162,750
Inter Parfums, Inc.		4,000		60,000
NBTY, Inc.*		12,000		384,720
Nu Skin Enterprises, Inc.		12,900		192,468
Prestige Brands Holdings, Inc.*		6,000		63,960
				1,666,608
PHARMACEUTICALS – 1.0%
Adolor Corp.*		9,300		50,964
Alpharma, Inc. Class A*		9,000		202,770
Auxilium Pharmaceuticals Inc*		2,200		73,964
Bentley Pharmaceuticals, Inc.*		700		11,305
Durect Corp.*		1,900		6,973
Endo Pharmaceuticals Holding, Inc.*		10,000		241,900
Forest Laboratories Inc*		3,080		106,999
King Pharmaceuticals, Inc.*		44,531		466,240
Middlebrook Pharmaceuticals Inc*		4,400		14,872
Pain Therapeutics, Inc.*		3,300		26,070
Par Pharmaceutical Cos., Inc.*		2,900		47,067
Pozen, Inc.*		2,000		21,760
Sepracor, Inc.*		3,000		59,760
Valeant Pharmaceuticals International*		8,100		138,591
Vivus, Inc.*		1,600		10,688
Warner Chilcott, Ltd. Class A*		5,100		86,445
Watson Pharmaceuticals, Inc.*		8,100		220,077
Xenoport, Inc.*		2,900		113,187
				1,899,632

See Notes to Financial Statements.

74

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.1%
Jones Lang LaSalle, Inc.		1,400	$	84,266
Tejon Ranch Co*		400		14,424
				98,690
REITS – 1.9%
Acadia Realty Trust		300		6,945
Agree Realty Corp.		1,500		33,075
Alexander’s, Inc.*		100		31,060
Alexandria Real Estate Equities, Inc.		1,000		97,340
Arbor Realty Trust, Inc.		1,000		8,970
Ashford Hospitality Trust, Inc.		6,600		30,492
Associated Estates Realty Corp.		700		7,497
BioMed Realty Trust, Inc.		200		4,906
Brandywine Reality Trust		2,500		39,400
Capital Trust, Inc.		300		5,763
CBL & Associates Properties, Inc.		2,800		63,952
Cedar Shopping Centers, Inc.		1,100		12,892
Commercial Net Lease Realty		6,300		131,670
Corporate Office Properties Trust		1,000		34,330
DiamondRock Hospitality Co.		6,900		75,141
Digital Realty Trust, Inc.		5,000		204,550
Eastgroup Properties, Inc.		2,100		90,090
Entertainment Properties Trust		2,300		113,712
Equity Lifestyle Properties, Inc.		1,800		79,200
Equity One, Inc.		3,200		65,760
Extra Space Storage, Inc.		2,600		39,936
FelCor Lodging Trust, Inc.		7,400		77,700
First Industrial Realty Trust, Inc.		5,900		162,073

	Country Code**	Shares	Value
Glimcher Realty Trust		600	$	6,708
Gramercy Capital Corp.		1,200		13,908
Hersha Hospitality Trust		1,200		9,060
Highwoods Properties, Inc.		3,600		113,112
Home Properties, Inc.		2,900		139,374
Inland Real Estate Corp.		7,100		102,382
Kite Realty Group Trust		1,800		22,500
LaSalle Hotel Properties		1,600		40,208
Lexington Corporate Properties Trust		3,400		46,342
LTC Properties, Inc.		2,100		53,676
Medical Properties Trust, Inc.		2,700		27,324
Mid America Apartment Communities, Inc.		2,200		112,288
National Health Investors, Inc.		600		17,106
Nationwide Health Properties, Inc.		10,000		314,900
Omega Healthcare Investors, Inc.		5,900		98,235
Parkway Properties, Inc.		1,500		50,595
Pennsylvania Real Estate Investment		3,800		87,932
PS Business Parks, Inc.		1,400		72,240
Ramco Gershenson Properties Trust		1,000		20,540
Realty Income Corp.		7,000		159,320
Saul Centers, Inc.		900		42,291
Senior Housing Properties Trust		8,300		162,099
Sovran Self Storage, Inc.		600		24,936
Strategic Hotels & Resorts, Inc.		3,700		34,669
Sunstone Hotel Investors, Inc.		4,700		78,020
Tanger Factory Outlet Centers, Inc.		3,900		140,127

See Notes to Financial Statements.

75

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Taubman Centers, Inc.		1,600	$	77,840
Washington Real Estate Investment Trust		3,700		111,185
				3,595,371
ROAD & RAIL – 1.1%
Amerco*		300		14,304
Arkansas Best Corp.		11,800		432,352
Avis Budget Group, Inc.*		21,500		179,955
Cai International, Inc.*		6,300		109,620
Celadon Group, Inc.*		300		2,997
Genesee & Wyoming, Inc. Class A*		4,900		166,698
Heartland Express, Inc.		4,700		70,077
Hertz Global Holdings, Inc.*		14,600		140,160
Marten Transport Ltd*		1,800		28,746
Old Dominion Freight Line*		3,300		99,066
Ryder System, Inc.		4,900		337,512
Werner Enterprises, Inc.		17,700		328,866
YRC Worldwide, Inc.*		18,700		278,069
				2,188,422
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 5.0%
Actel Corp.*		8,300		139,855
Advanced Energy Industries, Inc.*		8,400		115,080
Altera Corp.		13,700		283,590
Amkor Technology, Inc.*		53,400		555,894
Analog Devices, Inc.		7,700		244,629
Atmel Corp.*		93,400		325,032
ATMI, Inc.*		7,600		212,192
Brooks Automation, Inc.*		11,800		97,586
Cabot Microelectronics Corp.*		11,600		384,540
Cirrus Logic, Inc.*		3,600		20,016
Cohu, Inc.		4,200		61,656
Day4 Energy, Inc.*	CA	14,900		61,581

	Country Code**	Shares	Value
Entegris, Inc.*		42,700	$	279,685
Fairchild Semiconductor International, Inc.*		39,100		458,643
FEI Co.*		10,200		232,356
Integrated Device Technology, Inc.*		54,700		543,718
Intellon Corp*		3,300		10,890
Intersil Holding Corp.		15,700		381,824
IXYS Corp.*		200		2,388
Kla-Tencor Corp.		9,000		366,390
Lattice Semiconductor Corp.*		23,700		74,181
LSI Corp.*		38,500		236,390
Marvell Technology Group, Ltd.*		14,900		263,134
Mattson Technology, Inc.*		800		3,808
Micrel, Inc.		23,400		214,110
Microtune, Inc.*		3,400		11,764
MKS Instruments, Inc.*		24,500		536,550
Monolithic Power Systems, Inc.*		12,200		263,764
Netlogic Microsystems, Inc.*		2,100		69,720
NVIDIA Corp.*		1,100		20,592
Omnivision Technologies, Inc.*		1,800		21,762
Pericom Semiconductor Corp*		13,500		200,340
Semtech Corp*		30,100		423,507
Silicon Image, Inc.*		16,900		122,525
Silicon Laboratories, Inc.*		9,100		328,419
Silicon Storage Technology, Inc.*		7,700		21,329
Skyworks Solutions, Inc.*		54,600		538,902
Standard Microsystems Corp*		6,300		171,045
Techwell, Inc.*		200		2,464
Teradyne, Inc.*		33,300		368,631
Triquint Semiconductor, Inc.*		15,400		93,324
Ultra Clean Holdings*		900		7,164
Ultratech Inc*		4,900		76,048

See Notes to Financial Statements.

76

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Veeco Instruments, Inc.*		10,500	$	168,840
Verigy, Ltd.*		11,000		249,810
Volterra Semiconductor Corp*		9,900		170,874
Zoran Corp.*		8,000		93,600
				9,530,142
SOFTWARE – 4.5%
Activision, Inc.*		16,100		548,527
Actuate Corp.*		3,900		15,249
Advent Software, Inc.*		3,800		137,104
Amdocs Ltd.*		6,900		202,998
Ansoft Corp.*		2,700		98,280
Ansys, Inc.*		9,100		428,792
Arcsight, Inc.*		400		3,520
Aspen Technology, Inc.*		24,300		323,190
Autodesk, Inc.*		1,300		43,953
Blackbaud, Inc.		5,800		124,120
BMC Software, Inc.*		13,435		483,660
CA, Inc.		5,100		117,759
Cadence Design Systems, Inc.*		28,400		286,840
Check Point Software Technologies*		11,700		276,939
Commvault Systems, Inc.*		3,200		53,248
Compuware Corp.*		50,800		484,632
Concur Technologies, Inc.*		200		6,646
Double-take Software, Inc.*		2,000		27,480
Epiq Systems, Inc.*		6,250		88,750
Fair Issac Corp.		9,700		201,469
FalconStor Software, Inc.*		4,600		32,568
Informatica Corp.*		22,600		339,904
Interactive Intelligence, Inc.*		3,100		36,084
Intervoice Brite, Inc.*		2,600		14,820
Jack Henry & Associates, Inc.		2,000		43,280
JDA Software Group, Inc.*		9,700		175,570
Lawson Software, Inc.*		47,200		343,144

	Country Code**	Shares	Value
Manhattan Associates, Inc.*		6,600	$	156,618
Mentor Graphics Corp.*		12,500		197,500
Micros Systems, Inc.*		2,300		70,127
Microstrategy, Inc.*		4,459		288,720
NAVTEQ Corp*		1,100		84,700
Net 1 UEPS Technologies, Inc.*		13,700		332,910
Netscout Systems, Inc.*		5,400		57,672
Parametric Technology Corp.*		19,100		318,397
Phoenix Technologies Ltd*		400		4,400
Progress Software Corp.*		8,200		209,674
Quest Software, Inc.*		22,900		339,149
Radiant Systems, Inc.*		7,900		84,767
Salesforce.com, Inc.*		1,000		68,230
SPSS, Inc.*		4,000		145,480
Sybase, Inc.*		11,200		329,504
The9, Ltd.*		600		13,548
Tibco Software, Inc.*		68,900		527,085
Tyler Technologies, Inc.*		9,500		128,915
Ultimate Software Group, Inc.*		3,500		124,705
Wind River Systems, Inc.*		17,100		186,219
				8,606,846
SPECIALTY RETAIL – 3.6%
Aaron Rents Inc		1,900		42,427
Aeropostale, Inc.*		26,300		823,979
AnnTaylor Stores Corp.*		9,000		215,640
Asbury Automotive Group, Inc.		7,700		98,945
Autonation, Inc.*		18,400		184,368
Autozone, Inc.*		900		108,909
Bebe Stores, Inc.		11,600		111,476
Blockbuster, Inc.*		10,800		27,000
Books-A-Million, Inc.		700		5,362
Brown Shoe, Inc.		14,920		202,166

See Notes to Financial Statements.

77

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
Buckle, Inc.		13,650	$	624,214
Childrens Place Retail Stores, Inc.*		4,300		155,230
Dress Barn, Inc.*		21,700		290,346
Finish Line, Inc. Class A*		21,300		185,310
Foot Locker Inc		30,800		383,460
Group 1 Automotive, Inc.		4,300		85,441
Gymboree Corp.*		6,700		268,469
Haverty Furniture Cos., Inc.		400		4,016
Hot Topic Inc*		2,900		15,689
Jo-ann Stores, Inc.*		8,200		188,846
Limited Brands, Inc.		5,400		90,990
Lumber Liquidators Inc*		300		3,900
Monro Muffler, Inc.		800		12,392
New York & Co Inc*		10,400		94,952
Office Depot, Inc.*		16,100		176,134
OfficeMax, Inc.		17,000		236,300
Penske Auto Group Inc		22,200		327,228
Pier 1 Imports, Inc.*		14,200		48,848
RadioShack Corp.		35,700		438,039
Rental-A-Center, Inc.*		19,200		394,944
Ross Stores, Inc.		7,700		273,504
Sally Beauty Holdings, Inc.*		50,100		323,646
Sonic Automotive, Inc. Class A		500		6,445
The Wet Seal, Inc. Class A*		11,300		53,901
Tractor Supply Co*		9,700		281,688
Urban Outfitters Inc*		400		12,476
				6,796,680
TEXTILES, APPAREL & LUXURY GOODS – 1.7%
Carter’s Inc*		9,300		128,526
Columbia Sportswear Co.		1,800		66,150
Deckers Outdoor Corp.*		1,600		222,720
Fossil, Inc.*		5,400		156,978
Hanesbrands, Inc.*		6,700		181,838
Jones Apparel Group, Inc.		27,800		382,250
Liz Claiborne, Inc.		28,800		407,520

	Country Code**	Shares	Value
Maidenform Brands, Inc.*		2,900	$	39,150
Movado Group, Inc.		1,000		19,800
Perry Ellis International, Inc.*		6,600		140,052
Polo Ralph Lauren Corp		700		43,946
Skechers U.S.A,. Inc. Class A*		7,000		138,320
Timberland Co. Class A*		1,900		31,065
True Religion Apparel, Inc.*		5,100		135,915
UniFirst Corp.		500		22,330
Warnaco Group, Inc.*		12,700		559,689
Wolverine World Wide, Inc.		19,700		525,399
				3,201,648
THRIFT & MORTGAGE FINANCE – 0.6%
Anchor Bancorp Wisconsin , Inc.		1,300		9,113
Bank Mutual Corp.		5,400		54,216
Brookline Bancorp Inc		4,400		42,020
Dime Community Bancshares		7,200		118,872
Encore Bancshares, Inc.*		1,200		18,780
Federal Agricultural Mortgage Corp.		1,300		32,214
First Place Financial Corp.		700		6,580
Flushing Financial Corp		4,400		83,380
Hudson City Bancorp, Inc.		20,500		341,940
Oceanfirst Financial Corp		400		7,220
Provident Financial Services		2,000		28,020
Provident New York Bancorp		6,400		70,784
TierOne Corp.		1,700		7,803
Webster Financial Corp.		15,000		279,000
WSFS Financial Corp.		700		31,220
				1,131,162

See Notes to Financial Statements.

78

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
TOBACCO – 0.3%
Universal Corp.		12,600	$	569,772
Vector Group, Ltd.		4,205		67,827
				637,599
TRADING COMPANIES & DISTRIBUTORS – 1.3%
Applied Industrial Technologies, Inc.		18,250		441,102
Beacon Roofing Supply, Inc.*		1,800		19,098
GATX Corp.		11,100		492,063
Houston Wire & Cable Co.		4,600		91,540
Kaman Corp.		400		9,104
MSC Industrial Direct Co., Inc. Class A		1,100		48,521
Rush Enterprises, Inc.*		4,800		57,648
Textainer Group Holdings Ltd		700		13,671
United Rentals, Inc.*		27,800		545,158
Watsco, Inc.		2,600		108,680
WESCO International, Inc.*		15,700		628,628
				2,455,213
WATER UTILITIES – 0.1%
Cascal*		9,300		114,390
SJW Corp.		2,300		60,720
				175,110

	Country Code**	Shares	Value
WIRELESS TELECOMMUNICATION SERVICES – 0.6%
Centennial Communication Corp.*		27,200	$	190,128
IPCS, Inc.*		1,300		38,519
Rural Cellular Corp*		800		35,608
Syniverse Holdings, Inc.*		28,200		456,840
Telephone & Data Systems, Inc.		8,100		382,887
US Cellular Corp.*		1,600		90,480
				1,194,462
Total Common Stocks (cost $196,661,699)				188,783,809
WARRANT – 0.0% +
METALS & MINING – 0.0% +
Redcorp Ventures, Ltd. Expires 7/10/09 * (1) (cost $0)	CA	45,700		1,122
TOTAL INVESTMENTS – 99.2%
(cost $196,661,699)				188,784,931
Other assets less liabilities – 0.8%				1,613,811
NET ASSETS – 100.0%			$	190,398,742

* 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

CA = Canada

(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 June 30, 2008 these securities amounted to $180,199 representing 0.09% of net assets.

See Notes to Financial Statements.

79

OPPENHEIMER LARGE CAP CORE FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 98.5%
AEROSPACE & DEFENSE – 5.4%
Lockheed Martin Corp.	500	$	49,330
Raytheon Co.	4,600		258,888
United Technologies Corp.	5,300		327,010
			635,228
AUTOMOBILES – 0.3%
General Motors Corp	3,000		34,500
BEVERAGES – 1.5%
Coca-Cola Co.	1,000		51,980
PepsiCo, Inc.	1,900		120,821
			172,801
BIOTECHNOLOGY – 1.5%
Amgen, Inc.*	3,700		174,492
CAPITAL MARKETS – 4.6%
American Capital Strategies Ltd	6,700		159,259
Bank Of New York Mellon Corp.	6,600		249,678
Northern Trust Corp	2,000		137,140
			546,077
CHEMICALS – 3.2%
Monsanto Co.	2,000		252,880
Sigma-Aldrich Corp.	2,300		123,878
			376,758
COMMERCIAL BANKS – 2.9%
Regions Financial Corp.	9,000		98,190
US Bancorp	8,800		245,432
			343,622
COMMERCIAL SERVICES & SUPPLIES – 1.0%
RR Donnelley & Sons Co.	3,800		112,822
COMMUNICATIONS EQUIPMENT – 0.8%
Cisco Systems, Inc.*	2,900		67,454
QUALCOMM, Inc.	700		31,059
			98,513
COMPUTERS & PERIPHERALS – 8.3%
Apple Computer, Inc.*	1,900		318,136
Hewlett-Packard Co.	9,500		419,995
International Business Machines Corp.	600		71,118
Sun Microsystems, Inc.*	14,900		162,112
			971,361

	Shares	Value
DIVERSIFIED FINANCIAL SERVICES – 1.1%
Bank of America Corp.	3,300	$	78,771
Citigroup, Inc.	3,300		55,308
			134,079
DIVERSIFIED TELECOMMUNICATION SERVICES – 2.4%
Qwest Communications International, Inc.	16,900		66,417
Verizon Communications, Inc.	6,100		215,940
			282,357
ELECTRIC UTILITIES – 1.1%
Pepco Holdings, Inc.	5,100		130,815
ELECTRICAL EQUIPMENT – 0.6%
Cooper Industries, Ltd., Class A	1,900		75,050
ENERGY EQUIPMENT & SERVICES – 3.7%
Ensco International, Inc.	700		56,518
Schlumberger, Ltd.	700		75,201
Transocean, Inc.*	2,000		304,780
			436,499
FOOD & STAPLES RETAILING – 1.6%
Walgreen Co.	4,000		130,040
Whole Foods Market, Inc.	2,200		52,118
			182,158
FOOD PRODUCTS – 4.5%
Archer-Daniels-Midland Co.	9,100		307,125
Campbell Soup Co.	300		10,038
Sara Lee Corp.	17,400		213,150
			530,313
HEALTH CARE PROVIDERS & SERVICES – 6.7%
AmerisourceBergen Corp.	3,300		131,967
Cardinal Health, Inc.	2,300		118,634
McKesson Corp.	5,800		324,278
Medco Health Solutions, Inc.*	1,100		51,920
UnitedHealth Group, Inc.	6,000		157,500
			784,299
HOTELS RESTAURANTS & LEISURE – 0.2%
McDonald’s Corp.	400		22,488
HOUSEHOLD DURABLES – 1.8%
Newell Rubbermaid, Inc.	5,100		85,629
Stanley Works, Inc.	2,900		130,007
			215,636

See Notes to Financial Statements.

80

OPPENHEIMER LARGE CAP CORE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
HOUSEHOLD PRODUCTS – 1.4%
Colgate-Palmolive Co.	2,400	$	165,840
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 2.7%
Constellation Energy Group, Inc.	3,800		311,980
INDUSTRIAL CONGLOMERATES – 1.0%
3m Co.	1,100		76,549
General Electric Co.	1,400		37,366
			113,915
INSURANCE – 3.5%
Aflac, Inc.	1,600		100,480
Assurant, Inc.	1,300		85,748
Marsh & McLennan Cos., Inc.	2,700		71,685
Prudential Financial, Inc.	300		17,922
The Chubb Corp.	900		44,109
The Principal Financial Group, Inc.	2,300		96,531
			416,475
IT SERVICES – 1.0%
Automatic Data Processing, Inc.	2,900		121,510
MACHINERY – 1.8%
Cummins, Inc.	800		52,416
Ingersoll-Rand Co., Ltd Class A	3,700		138,491
Terex Corp.*	500		25,685
			216,592
MEDIA – 3.3%
Directv Group, Inc./the*	10,100		261,691
Time Warner, Inc.	8,100		119,880
			381,571
METALS & MINING – 2.6%
Alcoa, Inc.	3,100		110,422
Newmont Mining Corp.	3,700		192,992
			303,414
MULTI-UTILITIES – 1.7%
Dominion Resources, Inc.	4,100		194,709
OFFICE ELECTRONICS – 1.2%
Xerox Corp.	10,300		139,668

* Non-income producing security

	Shares	Value
OIL & GAS-EXPLORATION & PRODUCTION – 12.7%
Apache Corp.	900	$	125,100
ChevronTexaco Corp.	600		59,478
ConocoPhillips	5,100		481,389
Exxon Mobil Corp.	6,400		564,032
Southwestern Energy Co.*	1,000		47,610
Valero Energy Corp.	5,200		214,136
			1,491,745
PHARMACEUTICALS – 4.4%
Johnson & Johnson	1,300		83,642
Merck & Co., Inc.	1,000		37,690
Pfizer, Inc.	22,700		396,569
			517,901
ROAD & RAIL – 1.3%
Norfolk Southern Corp.	2,500		156,675
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 1.2%
Analog Devices, Inc.	1,000		31,770
Intel Corp.	3,300		70,884
Xilinx, Inc.	1,400		35,362
			138,016
SOFTWARE – 2.4%
Microsoft Corp.	9,100		250,341
Oracle Corp.*	1,500		31,500
			281,841
SPECIALTY RETAIL – 3.1%
Gap, Inc./the	14,200		236,714
TJX Cos., Inc.	3,900		122,733
			359,447
Total Common Stocks (cost $12,443,934)			11,571,167
SHORT TERM INVESTMENTS – 1.2%
MUTUAL FUNDS – 1.2%
SSGA Money Market Fund (cost $146,144)	146,144		146,144
TOTAL INVESTMENTS – 99.7% (cost $12,590,078)			11,717,311
Other assets less liabilities – 0.3%			36,596
NET ASSETS – 100.0%		$	11,753,907

See Notes to Financial Statements.

81

FI LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 99.5%
AEROSPACE & DEFENSE – 2.9%
Lockheed Martin Corp.	7,700	$	759,682
Raytheon Co.	12,100		680,988
United Technologies Corp.	10,990		678,083
			2,118,753
AUTO COMPONENTS – 2.0%
BorgWarner, Inc.	23,363		1,036,850
The Goodyear Tire & Rubber Co.*	25,300		451,099
			1,487,949
BEVERAGES – 2.0%
Coca-Cola Co.	10,000		519,800
Molson Coors Brewing Co., Class B	13,633		740,681
PepsiCo, Inc.	3,300		209,847
			1,470,328
BIOTECHNOLOGY – 4.1%
Biogen Idec, Inc.*	15,800		883,062
Genentech, Inc.*	23,100		1,753,290
OSI Pharmaceuticals, Inc.*	9,800		404,936
			3,041,288
CHEMICALS – 3.3%
CF Industries Holdings, Inc.	2,300		351,440
Monsanto Co.	11,300		1,428,772
Mosaic Co./the*	4,665		675,026
			2,455,238
COMMERCIAL SERVICES & SUPPLIES – 0.5%
Brink’s Co/the	5,800		379,436
COMMUNICATIONS EQUIPMENT – 0.5%
Cisco Systems, Inc.*	15,860		368,904
COMPUTERS & PERIPHERALS – 9.8%
Apple Computer, Inc.*	21,261		3,559,942
Hewlett-Packard Co.	69,350		3,065,963
International Business Machines Corp.	2,000		237,060
Western Digital Corp.*	10,200		352,206
			7,215,171
DIVERSIFIED FINANCIAL SERVICES – 1.9%
CME Group Inc. *	600		229,914
Interactive Brokers Group, Inc. Class A*	35,800		1,150,254
			1,380,168

	Shares	Value
DIVERSIFIED TELECOMMUNICATION SERVICES – 0.5%
AT&T, Inc.	11,917	$	401,484
ELECTRIC UTILITIES – 0.4%
Pepco Holdings, Inc.	12,600		323,190
ELECTRICAL EQUIPMENT – 0.2%
First Solar, Inc.*	400		109,128
ELECTRONIC EQUIPMENT & INSTRUMENTS – 0.5%
Avnet, Inc.*	12,300		335,544
ENERGY EQUIPMENT & SERVICES – 4.7%
Ensco International, Inc.	9,500		767,030
Halliburton Co.	7,700		408,639
National-Oilwell, Inc.*	23,200		2,058,304
Schlumberger, Ltd.	2,000		214,860
			3,448,833
FOOD & STAPLES RETAILING – 5.1%
Costco Wholesale Corp.	12,000		841,680
Wal-Mart Stores, Inc.	51,800		2,911,160
			3,752,840
FOOD PRODUCTS – 0.7%
Bunge Ltd.	5,000		538,450
HEALTH CARE EQUIPMENT & SUPPLIES – 0.5%
Baxter International, Inc.	6,300		402,822
HEALTH CARE PROVIDERS & SERVICES – 2.7%
CIGNA Corp.	12,400		438,836
McKesson Corp.	17,100		956,061
WellPoint, Inc.*	12,300		586,218
			1,981,115
HOTELS RESTAURANTS & LEISURE – 2.0%
Burger King Holdings, Inc.	54,299		1,454,670
HOUSEHOLD DURABLES – 0.7%
Tupperware Brands Corp.	15,000		513,300
INSURANCE – 3.5%
ACE, Ltd.	10,200		561,918
Berkshire Hathaway Inc.*	260		1,043,120
PartnerRe, Ltd.	4,700		324,911
The Chubb Corp.	13,570		665,066
			2,595,015
INTERNET SOFTWARE & SERVICES – 4.3%
Google, Inc., Class A*	6,000		3,158,520

See Notes to Financial Statements.

82

FI LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
LIFE SCIENCES TOOLS & SERVICES – 4.7%
Charles River Laboratories International, Inc.*	14,399	$	920,384
Covance, Inc.*	10,000		860,200
PerkinElmer, Inc.	20,500		570,925
Thermo Electron Corp.*	20,000		1,114,600
			3,466,109
MACHINERY – 5.4%
AGCO Corp.*	12,010		629,444
Bucyrus International, Inc. Class A	5,100		372,402
Deere & Co.	15,000		1,081,950
Eaton Corp.	4,200		356,874
Joy Global, Inc.	5,300		401,899
Manitowoc, Inc.	30,000		975,900
Navistar International Corp., Inc.*	1,850		121,767
			3,940,236
METALS & MINING – 2.7%
Freeport-McMoRan Copper & Gold, Inc.	5,500		644,545
Nucor Corp.	15,100		1,127,517
United States Steel Corp.	1,100		203,258
			1,975,320
MULTI-UTILITIES – 1.0%
MDU Resources Group, Inc. *	20,070		699,640
OIL & GAS-EXPLORATION & PRODUCTION – 10.1%
Apache Corp.	5,600		778,400
ConocoPhillips	13,100		1,236,509
CONSOL Energy, Inc.	3,300		370,821
Denbury Resources, Inc.*	9,800		357,700
Mariner Energy, Inc.*	11,200		414,064
Noble Energy, Inc.	11,700		1,176,552
Occidental Petroleum Corp.	4,400		395,384
Pioneer Natural Resources Co.	10,200		798,456
Southwestern Energy Co.*	18,200		866,502
St. Mary Land & Exploration Co.	8,000		517,120
Valero Energy Corp.	12,100		498,278
			7,409,786

* Non-income producing security

	Shares	Value
PHARMACEUTICALS – 1.6%
Merck & Co., Inc.	31,300	$	1,179,697
ROAD & RAIL – 2.0%
Norfolk Southern Corp.	12,100		758,307
Union Pacific Corp.	9,100		687,050
			1,445,357
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 1.0%
Intel Corp.	10,400		223,392
MEMC Electronic Materials, Inc.*	8,800		541,552
			764,944
SOFTWARE – 12.3%
Adobe Systems, Inc.*	18,300		720,837
BMC Software, Inc.*	22,100		795,600
Microsoft Corp.	145,450		4,001,329
Nuance Communications, Inc.*	103,300		1,618,711
Oracle Corp.*	91,880		1,929,480
			9,065,957
SPECIALTY RETAIL – 2.0%
Abercrombie & Fitch Co. Class A	5,300		332,204
Tiffany & Co.	18,900		770,175
TJX Cos., Inc.	11,500		361,905
			1,464,284
TEXTILES, APPAREL & LUXURY GOODS – 2.8%
Coach, Inc.*	22,700		655,576
Nike, Inc.	23,000		1,371,030
			2,026,606
TOBACCO – 1.1%
Altria Group, Inc.	40,100		824,456
Total Common Stocks
(cost $73,851,188)			73,194,538
TOTAL INVESTMENTS – 99.5%
(cost $73,851,188)			73,194,538
Other assets less liabilities – 0.5%			357,310
NET ASSETS – 100.0%		$	73,551,848

See Notes to Financial Statements.

83

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
COMMON STOCKS – 99.0%
AEROSPACE & DEFENSE – 1.1%
Alliant Techsystems, Inc.*		7,600	$	772,768
Precision Castparts Corp.		1,900		183,103
				955,871
AIR FREIGHT & LOGISTICS – 1.0%
CH Robinson Worldwide, Inc.		10,100		553,884
Expeditors International of Washington, Inc.		7,500		322,500
				876,384
AUTO COMPONENTS – 0.6%
BorgWarner, Inc.		13,100		581,378
BIOTECHNOLOGY – 2.3%
Amylin Pharmaceuticals, Inc.*		25,200		639,828
Cephalon, Inc.*		6,600		440,154
ImClone Systems, Inc.*		9,500		384,370
Regeneron Pharmaceuticals, Inc.*		20,000		288,800
Vertex Pharmaceuticals, Inc.*		9,300		311,271
				2,064,423
CAPITAL MARKETS – 2.0%
Aberdeen Asset Management PLC	GB	163,280		430,680
Blackrock, Inc.		3,100		548,700
T Rowe Price Group, Inc.		5,100		287,997
Waddell & Reed Financial, Inc. Class A		15,300		535,653
				1,803,030
CHEMICALS – 6.4%
Agrium, Inc.		18,500		1,989,490
CF Industries Holdings, Inc.		7,800		1,191,840
FMC Corp.		19,800		1,533,312
Terra Industries, Inc.		21,700		1,070,895
				5,785,537

	Country Code**	Shares	Value
COMMERCIAL BANKS – 0.5%
Comerica, Inc.		13,000	$	333,190
Popular, Inc.		11,800		77,762
				410,952
COMMERCIAL SERVICES & SUPPLIES – 7.1%
Allied Waste Industries, Inc.*		107,700		1,359,174
Equifax, Inc.		39,700		1,334,714
Manpower, Inc.		24,100		1,403,584
Republic Services, Inc.		50,800		1,508,760
Robert Half International, Inc.		34,754		833,053
				6,439,285
COMMUNICATIONS EQUIPMENT – 0.5%
Ciena Corp.*		18,300		424,011
COMPUTERS & PERIPHERALS – 1.7%
NCR Corp.*		29,900		753,480
NetApp, Inc.*		10,800		233,928
Teradata Corp.*		24,800		573,872
				1,561,280
CONSTRUCTION & ENGINEERING – 2.0%
Chicago Bridge & Iron Co. NYR		14,100		561,462
Fluor Corp.		2,900		539,632
Foster Wheeler, Ltd.*		10,200		746,130
				1,847,224
CONTAINERS & PACKAGING – 1.0%
Ball Corp		9,500		453,530
Sealed Air Corp.		22,500		427,725
				881,255
DISTRIBUTORS – 0.2%
Li & Fung, Ltd.	HK	60,000		180,835
DIVERSIFIED CONSUMER SERVICES – 3.0%
Apollo Group, Inc. Class A*		9,700		429,322
DeVry, Inc.		4,100		219,842
ITT Educational Services, Inc.*		13,600		1,123,768
Sotheby’s		9,500		250,515
Strayer Education, Inc.		3,100		648,117
				2,671,564

See Notes to Financial Statements.

84

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
DIVERSIFIED FINANCIAL SERVICES – 0.8%
Bovespa Holding	BR	23,000	$	286,914
MSCI, Inc. Class A*		11,100		402,819
				689,733
ELECTRIC UTILITIES – 2.2%
DPL, Inc.		37,600		991,888
Northeast Utilities		37,700		962,481
				1,954,369
ELECTRICAL EQUIPMENT – 1.0%
Vestas Wind Systems A/S*	DK	7,150		936,032
ELECTRONIC EQUIPMENT & INSTRUMENTS – 1.4%
Flir Systems, Inc.*		30,500		1,237,385
National Instruction Corp.		1,100		31,207
				1,268,592
ENERGY EQUIPMENT & SERVICES – 2.5%
Compagnie Generale De Geophysique-Veritas*		20,300		958,363
Diamond Offshore Drilling, Inc.		5,200		723,528
Seadrill, Ltd.	NO	20,400		624,016
				2,305,907
FOOD & STAPLES RETAILING – 2.6%
BJ’s Wholesale Club, Inc.*		29,600		1,145,520
SUPERVALU, Inc.		37,700		1,164,553
				2,310,073
GAS UTILITIES – 1.3%
UGI Corp.		41,600		1,194,336
HEALTH CARE EQUIPMENT & SUPPLIES – 3.1%
Beckman Coulter, Inc.		25,500		1,722,015
St. Jude Medical, Inc.*		26,500		1,083,320
				2,805,335
HEALTH CARE PROVIDERS & SERVICES – 5.3%
Community Health Systems, Inc.*		43,800		1,444,524
Humana, Inc.*		24,100		958,457
Patterson Cos., Inc.*		34,100		1,002,199
Universal Health Services, Inc.		22,100		1,397,162
				4,802,342

	Country Code**	Shares	Value
HOTELS RESTAURANTS & LEISURE – 0.4%
Ctrip.com International, Ltd.		3,700	$	169,386
Scientific Games Corp. Class A*		7,900		233,998
				403,384
HOUSEHOLD DURABLES – 0.4%
NVR, Inc.*		800		400,064
HOUSEHOLD PRODUCTS – 0.6%
Clorox Co.		10,100		527,220
INSURANCE – 1.8%
Everest Re Group, Ltd.		6,400		510,144
Unum Group		30,900		631,905
White Mountains Insurance Group Ltd.		1,200		514,800
				1,656,849
INTERNET SOFTWARE & SERVICES – 3.0%
Equinix, Inc.*		12,200		1,088,484
VeriSign, Inc.*		43,000		1,625,400
				2,713,884
IT SERVICES – 3.2%
Global Payments, Inc.		23,900		1,113,740
Western Union Co./the		72,000		1,779,840
				2,893,580
LIFE SCIENCES TOOLS & SERVICES – 0.6%
Charles River Laboratories International, Inc.*		7,800		498,576
MACHINERY – 2.3%
Kennametal, Inc.		24,400		794,220
Lupatech*	BR	8,500		319,699
Paccar, Inc.		21,600		903,528
Toro Co.		3,100		103,137
				2,120,584
MEDIA – 1.4%
Dreamworks Animation Skg, Inc.*		37,000		1,102,970
Focus Media Holding, Ltd.*		6,300		174,636
				1,277,606

See Notes to Financial Statements.

85

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Country Code**	Shares	Value
METALS & MINING – 4.5%
Century Aluminum Co.*		5,300	$	352,397
Cleveland-Cliffs, Inc.		11,600		1,382,604
Nucor Corp.		9,300		694,431
Teck Cominco, Ltd.		10,500		503,475
Thompson Creek Metals Co Inc*	CA	10,500		205,331
United States Steel Corp.		4,900		905,422
				4,043,660
OIL & GAS & CONSUMABLE FUELS – 10.8%
Arch Coal Inc		16,400		1,230,492
Consol Energy, Inc.		10,000		1,123,700
Forest Oil Corp.*		30,000		2,235,000
Noble Energy, Inc.		16,800		1,689,408
Peabody Energy Corp.		5,200		457,860
St. Mary Land & Exploration Co.		20,700		1,338,048
Ultra Petroleum Corp.*		17,500		1,718,500
				9,793,008
PERSONAL PRODUCTS – 1.1%
Avon Products, Inc.		28,100		1,012,162
PHARMACEUTICALS – 3.4%
Barr Pharmaceuticals, Inc.*		28,700		1,293,796
Elan Corp. PLC*		19,400		689,670
Perrigo Co.		20,300		644,931
Sepracor, Inc.*		22,000		438,240
				3,066,637
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.4%
Forest City Enterprises, Inc.		11,800		380,196
REITS – 0.5%
Kimco Realty Corp.		11,800		407,336
ROAD & RAIL – 2.7%
Con-way, Inc.		6,500		307,190
JB Hunt Transport Services, Inc.		20,500		682,240
Kansas City Southern*		19,100		840,209
Landstar Systems, Inc.		11,500		635,030
				2,464,669

	Country Code**	Shares	Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 2.3%
Altera Corp.		32,100	$	664,470
Lam Research Corp.*		22,800		824,220
Linear Technology Corp.		17,100		556,947
				2,045,637
SOFTWARE – 7.4%
Activision, Inc.*		16,100		548,527
Autodesk, Inc.*		23,900		808,059
BMC Software, Inc.*		33,700		1,213,200
Cadence Design Systems, Inc.*		40,200		406,020
Electronic Arts, Inc.*		22,300		990,789
Factset Research Systems, Inc.		12,800		721,408
McAfee, Inc.*		32,600		1,109,378
Red Hat, Inc.*		41,800		864,842
				6,662,223
SPECIALTY RETAIL – 1.5%
Dick’s Sporting Goods, Inc.*		19,000		337,060
O’Reilly Automotive, Inc.*		31,800		710,730
Tiffany & Co.		8,600		350,450
				1,398,240
TEXTILES, APPAREL & LUXURY GOODS – 0.5%
Gildan Activewear, Inc.*		2,700		69,876
Liz Claiborne, Inc.		18,200		257,530
Under Armour, Inc.*		4,000		102,560
				429,966
THRIFT & MORTGAGE FINANCE – 0.1%
Washington Mutual, Inc.		26,200		129,166
WIRELESS TELECOMMUNICATION SERVICES – 0.5%
American Tower Corp. Class A*		11,300		477,425
Total Common Stocks (cost $85,099,523)				89,551,820

See Notes to Financial Statements.

86

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
SHORT TERM INVESTMENTS – 1.0%
REPURCHASE AGREEMENT – 1.0%
State Street Bank and Trust Company 1.75%, 7/1/08 (collateralized by $965,000 Federal Home Loan Mortgage, 5.625%, 11/23/35, with a value of $948,113 total to be received $925,045) (cost $925,000)	$	925	$	925,000
TOTAL INVESTMENTS – 100.0%
(cost $86,024,523)				90,476,820
Other assets less liabilities – 0.0%+				22,638
NET ASSETS – 100.0%			$	90,499,458

* Non-income producing security

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

+ Amount is less than 0.05%.

NYR New York Registered Shares

BR = Brazil

CA = Canada

DK = Denmark

GB = United Kingdom

HK = Hong Kong

NO = Norway

See Notes to Financial Statements.

87

LORD ABBETT GROWTH & INCOME FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 92.7%
AIR FREIGHT & LOGISTICS – 1.0%
United Parcel Services, Inc. Class B	470	$	28,891
AIRLINES – 0.4%
Delta Air Lines, Inc.*	2,130		12,141
BEVERAGES – 2.1%
Coca-Cola Enterprises, Inc.	3,520		60,896
BIOTECHNOLOGY – 1.3%
Amgen, Inc.*	780		36,785
CAPITAL MARKETS – 7.3%
Bank Of New York Mellon Corp.	2,480		93,818
Charles Schwab Corp/the	490		10,065
Merrill Lynch & Co., Inc.	2,660		84,348
The Goldman Sachs Group, Inc.	120		20,988
			209,219
CHEMICALS – 1.5%
Praxair, Inc.	450		42,408
COMMERCIAL BANKS – 7.0%
BB&T Corp.	240		5,465
Fifth Third Bancorp	1,370		13,947
M&T Bank Corp.	210		14,813
PNC Financial Services Group, Inc.	930		53,103
Suntrust Banks, Inc.	340		12,315
Wachovia Corp.	870		13,511
Wells Fargo & Co.	3,610		85,737
			198,891
COMMERCIAL SERVICES & SUPPLIES – 1.3%
Visa, Inc. Class A*	170		13,823
Waste Management, Inc.	620		23,380
			37,203
COMMUNICATIONS EQUIPMENT – 1.9%
Corning, Inc.	680		15,674
QUALCOMM, Inc.	860		38,158
			53,832
COMPUTERS & PERIPHERALS – 1.8%
Hewlett-Packard Co.	730		32,273
Sun Microsystems, Inc.*	1,720		18,714
			50,987
CONSUMER FINANCE – 0.8%
Capital One Financial Corp	620		23,566

	Shares	Value
DIVERSIFIED FINANCIAL SERVICES – 4.8%
Bank of America Corp.	1,440	$	34,373
JPMorgan Chase & Co.	3,000		102,930
			137,303
DIVERSIFIED TELECOMMUNICATION SERVICES – 1.5%
AT&T, Inc.	1,310		44,134
ELECTRIC UTILITIES – 0.4%
Progress Energy, Inc.	260		10,876
ELECTRICAL EQUIPMENT – 1.5%
Emerson Electric Co.	880		43,516
ENERGY – 0.6%
Peabody Energy Corp.	190		16,729
ENERGY EQUIPMENT & SERVICES – 2.9%
Halliburton Co.	550		29,189
Schlumberger, Ltd.	270		29,006
Smith International, Inc.	300		24,942
			83,137
FOOD & STAPLES RETAILING – 6.8%
CVS Caremark Corp.	550		21,764
Kroger Co.	3,010		86,899
SUPERVALU, Inc.	360		11,120
Wal-Mart Stores, Inc.	1,320		74,184
			193,967
FOOD PRODUCTS – 2.8%
General Mills, Inc.	450		27,346
Kraft Foods, Inc.	1,820		51,779
			79,125
HEALTH CARE EQUIPMENT & SUPPLIES – 2.3%
Boston Scientific Corp.*	3,960		48,669
Covidien Ltd	360		17,240
			65,909
INDUSTRIAL – 2.0%
Eaton Corp.	660		56,080
INDUSTRIAL CONGLOMERATES – 2.8%
General Electric Co.	3,030		80,871
INSURANCE – 2.0%
Aon Corp.	1,120		51,453
Metlife, Inc.	100		5,277
			56,730

See Notes to Financial Statements.

88

LORD ABBETT GROWTH & INCOME FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
INTERNET & CATALOG RETAIL – 2.2%
IAC/InterActiveCorp.*	3,230	$	62,274
IT SERVICES – 1.0%
Western Union Co./the	1,180		29,170
MACHINERY – 0.5%
Caterpillar, Inc.	210		15,502
MATERIALS – 1.9%
Monsanto Co.	440		55,634
MEDIA – 0.3%
Comcast Corp. Class A	400		7,588
METALS & MINING – 2.6%
Barrick Gold Corp.	870		39,585
Cia Vale Do Rio Doce	230		8,238
Freeport-mcmoran Copper & Gold, Inc.	220		25,782
			73,605
MULTI-LINE RETAIL – 1.7%
Archer-Daniels-Midland Co.	1,430		48,262
MULTI-UTILITIES – 0.4%
PG&E Corp.	290		11,510
OIL & GAS-EXPLORATION & PRODUCTION – 7.8%
ChevronTexaco Corp.	340		33,704
Devon Energy Corp.	260		31,242
El Paso Corp.	890		19,349
EOG Resources, Inc.	290		38,048
Exxon Mobil Corp.	800		70,504
XTO Energy, Inc.	440		30,144
			222,991
PHARMACEUTICALS – 6.1%
Abbott Laboratories	1,240		65,683
Eli Lilly & Co.	580		26,773
Teva Pharmaceutical Industries, Ltd. ADR	1,050		48,090
Wyeth	700		33,572
			174,118

	Shares	Value
REITS – 0.4%
Annaly Capital Management, Inc.	700	$	10,857
ROAD & RAIL – 2.2%
Canadian National Railway Co.	330		15,866
Hertz Global Holdings, Inc.*	3,730		35,808
Norfolk Southern Corp.	170		10,654
			62,328
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 0.6%
Texas Instruments, Inc.	600		16,896
SOFTWARE – 3.9%
Adobe Systems, Inc.*	280		11,029
Microsoft Corp.	2,250		61,898
Oracle Corp.*	1,840		38,640
			111,567
SPECIALTY RETAIL – 1.5%
J Crew Group, Inc.*	850		28,058
The Home Depot, Inc.	650		15,223
			43,281
THRIFT & MORTGAGE FINANCE – 2.6%
Fannie Mae	3,790		73,943
TOBACCO – 0.2%
Philip Morris International, Inc.	140		6,915
Total Common Stocks (cost $2,835,005)			2,649,637
SHORT TERM INVESTMENTS – 4.5%
MUTUAL FUNDS – 4.5%
SSGA Money Market Fund (cost $128,936)	128,936		128,936
TOTAL INVESTMENTS – 97.2% (cost $2,963,941)			2,778,573
Other assets less liabilities – 2.8%			80,067
NET ASSETS – 100.0%		$	2,858,640

* Non-income producing security

ADR American Depositary Receipt

See Notes to Financial Statements.

89

GOLDMAN SACHS MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 98.9%
AEROSPACE & DEFENSE – 0.4%
Alliant Techsystems, Inc.*	195	$	19,828
L-3 Communications Holdings Inc.	1		91
			19,919
AIRLINES – 0.5%
Southwest Airlines Co.	2,100		27,384
AUTO COMPONENTS – 0.2%
Autoliv, Inc.	200		9,324
AUTOMOBILES – 0.4%
Ford Motor Co.*	4,357		20,957
BEVERAGES – 1.5%
Coca-Cola Enterprises, Inc.	1,000		17,300
Dr Pepper Snapple Group Inc.*	1,039		21,798
Molson Coors Brewing Co., Class B	370		20,102
Pepsi Bottling Group, Inc.	400		11,168
PepsiAmericas, Inc.	330		6,528
			76,896
BIOTECHNOLOGY – 1.3%
Applied Biosystems, Inc.	873		29,228
Biogen Idec, Inc.*	509		28,448
BioMarin Pharmaceutical, Inc.*	393		11,389
			69,065
BUILDING PRODUCTS – 0.8%
Armstrong World Industries, Inc.	312		9,116
Lennox International, Inc.	651		18,853
Masco Corp.	56		881
NVR, Inc.*	23		11,502
			40,352
CAPITAL MARKETS – 2.3%
American Capital Strategies Ltd	100		2,377
Ameriprise Financial, Inc.	600		24,402
Blackrock, Inc.	200		35,400
Eaton Vance Corp.	236		9,383
Federated Investors, Inc. Class B	214		7,366
Invesco Ltd	1,282		30,743
Legg Mason, Inc.	309		13,463
			123,134
CHEMICALS – 3.8%
Ashland, Inc.	691		33,306
Cabot Corp.	647		15,729

	Shares	Value
Chemtura Corp	2,100	$	12,264
Cytec Industries, Inc.	434		23,679
FMC Corp.	528		40,888
Lubrizol Corp.	300		13,899
Minerals Technologies, Inc.	77		4,897
Mosaic Co./the*	169		24,454
Scotts Miracle-Gro Co., Class A	313		5,499
Valspar Corp.	900		17,019
Westlake Chemical Corp.	617		9,169
			200,803
COMMERCIAL BANKS – 3.6%
BOK Financial Corp.	158		8,445
Comerica, Inc.	620		15,891
Cullen/Frost Bankers, Inc.	700		34,895
Marshall & Ilsley Corp	3,890		59,634
Regions Financial Corp.	1,291		14,085
Synovus Financial Corp.	2,863		24,994
UnionBanCal Corp.	201		8,124
Zions Bancorporation	800		25,192
			191,260
COMMERCIAL SERVICES & SUPPLIES – 0.4%
Hewitt Associates, Inc. Class A*	423		16,214
Miller Herman, Inc.	200		4,978
Navigant Consulting Inc.*	22		430
			21,622
COMMUNICATIONS EQUIPMENT – 0.6%
Juniper Networks, Inc.*	1,466		32,516
COMPUTERS & PERIPHERALS – 1.5%
NCR Corp.*	679		17,111
Seagate Technology	1,709		32,693
Teradata Corp.*	600		13,884
Western Digital Corp.*	500		17,265
			80,953
CONSTRUCTION & ENGINEERING – 0.7%
KBR, Inc.	906		31,628
Shaw Group, Inc.*	100		6,179
			37,807
CONSUMER FINANCE – 0.7%
Capital One Financial Corp.	1,016		38,618
CONTAINERS & PACKAGING – 1.1%
Bemis Co.	955		21,411
Greif, Inc. Class A	307		19,657
Owens- Ilinois, Inc.*	408		17,010
			58,078

See Notes to Financial Statements.

90

GOLDMAN SACHS MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
DISTRIBUTORS – 0.6%
Genuine Parts Co.	800	$	31,744
DIVERSIFIED CONSUMER SERVICES – 0.2%
DeVry, Inc.	157		8,418
DIVERSIFIED FINANCIAL SERVICES – 1.5%
Bank of America Corp.	2,259		53,923
Moody’s Corp.	680		23,419
			77,342
DIVERSIFIED TELECOMMUNICATION SERVICES – 1.4%
AT&T, Inc.	287		9,669
Embarq Corp.	700		33,089
Verizon Communications, Inc.	403		14,266
Windstream Corp.	1,550		19,127
			76,151
ELECTRIC UTILITIES – 3.9%
American Electric Power Co., Inc.	900		36,207
Edison International	580		29,800
Great Plains Energy, Inc.	1,600		40,448
Hawaiian Electric Industries, Inc.	600		14,838
Northeast Utilities	300		7,659
Pinnacle West Capital Corp.	900		27,693
PPL Corp.	587		30,683
Sierra Pacific Resources	1,690		21,480
			208,808
ELECTRICAL EQUIPMENT – 0.8%
Cooper Industries, Ltd., Class A	400		15,800
Hubbell, Inc., Class B	300		11,961
LSI Corp.*	1,900		11,666
			39,427
ELECTRONIC EQUIPMENT & INSTRUMENTS – 1.6%
Arrow Electronics, Inc.*	500		15,360
Ingram Micro, Inc., Class A*	2,064		36,636
Tech Data Corp.*	1,009		34,195
			86,191
ENERGY EQUIPMENT & SERVICES – 2.0%
BJ Services Co.	319		10,189
Exterran Holdings, Inc.*	300		21,447
FMC Technologies, Inc.*	109		8,385
McDermott International, Inc.*	191		11,821
SEACOR Holdings, Inc.*	430		38,489
Tidewater, Inc.	222		14,437
			104,768

	Shares	Value
EXCHANGE TRADED FUND – 3.4%
Ishares Russell 2000 Index Fund	1,874	$	129,362
S&P 500 SPDR Trust Series 1	378		48,377
			177,739
FOOD & STAPLES RETAILING – 2.4%
BJ’s Wholesale Club, Inc.*	1,107		42,841
Costco Wholesale Corp.	30		2,104
Safeway, Inc.	2,014		57,500
SUPERVALU, Inc.	700		21,623
Whole Foods Market, Inc.	203		4,809
			128,877
FOOD PRODUCTS – 3.4%
Archer-Daniels-Midland Co.	71		2,396
Bunge Ltd.	511		55,029
Conagra Foods, Inc.	828		15,964
Corn Products International, Inc.	630		30,939
Del Monte Foods Co.	1,208		8,577
Hormel Foods Corp.	1,400		48,454
Lancaster Colony Corp.	210		6,359
Smithfield Foods, Inc.*	610		12,127
			179,845
GAS UTILITIES – 2.2%
Atmos Energy Corp.	1,823		50,260
Oneok, Inc.	402		19,630
UGI Corp.	1,000		28,710
WGL Holdings, Inc.	571		19,836
			118,436
HEALTH CARE EQUIPMENT & SUPPLIES – 0.1%
Hill-Rom Holdings, Inc.	180		4,856
HEALTH CARE PROVIDERS & SERVICES – 0.8%
Express Scripts, Inc.*	300		18,816
Medco Health Solutions, Inc.*	125		5,900
UnitedHealth Group, Inc.	720		18,900
			43,616
HOTELS RESTAURANTS & LEISURE – 0.7%
Chipotle Mexican Grill, Inc. Class A*	109		9,006
McDonald’s Corp.	110		6,184
Royal Caribbean Cruises Ltd.	1,000		22,470
			37,660
HOUSEHOLD DURABLES – 1.5%
D.R.Horton, Inc.	1,344		14,582
Fortune Brands, Inc.	200		12,482

See Notes to Financial Statements.

91

GOLDMAN SACHS MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
Mohawk Industries, Inc.*	600	$	38,460
Toll Brothers, Inc.*	290		5,432
Whirlpool Corp.	92		5,679
			76,635
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 0.7%
NRG Energy, Inc.*	900		38,610
INDUSTRIAL CONGLOMERATES – 0.0%+
Teleflex, Inc.	1		56
INSURANCE – 7.5%
Arch Cap Group, Ltd.*	854		56,637
Assurant, Inc.	556		36,674
Axis Capital Holdings Ltd.	1,100		32,791
Berkley W R Corp.	900		21,744
Cincinnati Financial Corp.	1,293		32,842
Fidelity National Title Group, Inc., Class A	1,000		12,600
First American Corp.	740		19,536
Genworth Financial, Inc. Class A	1,863		33,180
HCC Insurance Holdings, Inc.	300		6,342
Lincoln National Corp	402		18,219
Metlife, Inc.	184		9,710
Old Republic International Corp.	2,600		30,784
OneBeacon Insurance Group, Ltd.	500		8,785
PartnerRe, Ltd.	300		20,739
RenaissanceRe Holdings, Ltd.	227		10,140
The Principal Financial Group, Inc.	500		20,985
Unum Group	1,300		26,585
			398,293
INTERNET & CATALOG RETAIL – 0.2%
Amazon.com, Inc.*	155		11,366
Expedia, Inc.*	58		1,066
			12,432
INTERNET SOFTWARE & SERVICES – 0.2%
Sohu.com, Inc.*	116		8,171
IT SERVICES – 1.0%
Computer Sciences Corp.*	500		23,420
DST Systems, Inc.*	150		8,258
Electronic Data Systems Corp.	658		16,213
MPS Group, Inc.*	557		5,921
			53,812
LEISURE EQUIPMENT & PRODUCTS – 0.4%
Brunswick Corp.	1,449		15,359
Hasbro, Inc.	200		7,144
			22,503

	Shares	Value
LIFE SCIENCES TOOLS & SERVICES – 0.3%
Invitrogen Corp.*	400	$	15,704
MACHINERY – 3.0%
Crane Co.	100		3,853
Flowserve Corp.	200		27,340
Graco, Inc.	238		9,061
Ingersoll-Rand Co., Ltd	1,600		59,888
Joy Global, Inc.	105		7,962
Kennametal, Inc.	500		16,275
Lincoln Electric Holdings, Inc.	136		10,703
Parker-Hannifin Corp.	13		927
Pentair, Inc.	172		6,024
SPX Corp.	85		11,197
The Timken Co.	198		6,522
			159,752
MARINE – 0.3%
Alexander & Baldwin, Inc.	298		13,574
MEDIA – 3.8%
CBS Corp., Class B	1,000		19,490
Directv Group, Inc./the*	424		10,986
Dreamworks Animation Skg, Inc. *	511		15,233
E.W. Scripps Co. Class A	435		18,070
Entercom Communications Corp. Class A	597		4,191
Gannett Co., Inc.	2,221		48,129
Harte-Hanks, Inc.	800		9,160
Hearst-Argyle Television, Inc.	619		11,885
Liberty Global, Inc., Class A*	600		18,858
Liberty Media Corp – Capital Series A*	102		1,469
Liberty Media Corp. – Entertainment Series A*	1,760		42,644
			200,115
METALS & MINING – 1.8%
Carpenter Technology Corp.	515		22,480
Commercial Metals Co.	700		26,390
Reliance Steel & Aluminum Co.	423		32,609
Steel Dynamics, Inc.	265		10,354
Worthington Industries, Inc.	261		5,350
			97,183
MULTI-LINE RETAIL – 1.1%
Family Dollar Stores, Inc.	595		11,864
Macy’s, Inc.	1,028		19,964
Sears Holdings Corp.*	389		28,654
			60,482

See Notes to Financial Statements.

92

GOLDMAN SACHS MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
MULTI-UTILITIES – 7.0%
Alliant Energy Corp.	1,200	$	41,112
Energy East Corp.	2,211		54,656
Integrys Energy Group, Inc.	810		41,172
MDU Resources Group, Inc.	1,336		46,573
Nstar	500		16,910
OGE Energy Corp.	1,946		61,708
Sempra Energy	957		54,022
Vectren Corp.	1,400		43,694
Wisconsin Energy Corp.	218		9,858
			369,705
OIL & GAS-EXPLORATION & PRODUCTION – 7.1%
Bill Barrett Corp.*	192		11,407
Cimarex Energy Co.	451		31,421
Continental Resources, Inc.*	438		30,362
Encore Aquisition Co.*	274		20,602
Forest Oil Corp.*	337		25,106
Newfield Exploration Co.*	300		19,575
Noble Energy, Inc.	768		77,230
Overseas Shipholding Group, Inc.	105		8,350
Patterson-UTI Energy, Inc.	670		24,147
Pioneer Natural Resources Co.	500		39,140
St. Mary Land & Exploration Co.	600		38,784
Sunoco, Inc.	222		9,033
Valero Energy Corp.	312		12,848
W&T Offshore, Inc.	525		30,718
			378,723
PAPER & FOREST PRODUCTS – 0.6%
Rayonier, Inc.	700		29,722
PHARMACEUTICALS – 0.2%
King Pharmaceuticals, Inc.*	1,200		12,564
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.3%
Jones Lang LaSalle, Inc.	269		16,191
REITS – 10.5%
AMB Property Corp.	1,367		68,869
Annaly Capital Management, Inc.	1,200		18,612
AvalonBay Communities, Inc.	776		69,188
Equity Residential Properties Trust	1,621		62,036
Essex Property Trust, Inc.	158		16,827
Federal Realty Investment Trust	636		43,884
HCP, Inc.	1,574		50,069
Host Hotels & Resorts, Inc.	459		6,265
Liberty Property Trust	628		20,818
Mack-Cali Realty Corp.	352		12,028

	Shares	Value
Nationwide Health Properties, Inc.	797	$	25,098
ProLogis Trust	1,000		54,350
Public Storage, Inc.	400		32,316
SL Green Realty Corp.	471		38,961
Taubman Centers, Inc.	726		35,320
			554,641
ROAD & RAIL – 1.3%
CSX Corp.	74		4,648
JB Hunt Transport Services, Inc.	284		9,451
Kansas City Southern*	211		9,282
Landstar Systems, Inc.	172		9,498
Ryder System, Inc.	226		15,567
Werner Enterprises, Inc.	565		10,498
YRC Worldwide, Inc.*	687		10,215
			69,159
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 0.3%
Integrated Device Technology, Inc.*	925		9,194
NVIDIA Corp.*	136		2,546
Texas Instruments, Inc.	205		5,773
			17,513
SOFTWARE – 1.1%
Advent Software, Inc.*	300		10,824
Autodesk, Inc.*	309		10,447
CA, Inc.	716		16,533
Compuware Corp.*	604		5,762
Salesforce.com, Inc.*	30		2,047
Sybase, Inc.*	354		10,415
			56,028
SPECIALTY RETAIL – 2.2%
Aeropostale, Inc.*	559		17,513
Barnes & Noble, Inc.	557		13,836
Best Buy Co., Inc.	203		8,039
GameStop Corp., Class A*	760		30,704
Liz Claiborne, Inc.	600		8,490
Penske Auto Group Inc	809		11,925
Ross Stores, Inc.	536		19,039
Urban Outfitters Inc*	303		9,450
			118,996
TEXTILES, APPAREL & LUXURY GOODS – 0.5%
Coach, Inc.*	820		23,682
Jones Apparel Group, Inc.	142		1,952
			25,634

See Notes to Financial Statements.

93

GOLDMAN SACHS MID CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Shares	Value
THRIFT & MORTGAGE FINANCE – 1.1%
Hudson City Bancorp, Inc.	3,236	$	53,976
New York Community Bancorp, Inc.	82		1,463
Sovereign Bancorp, Inc.	432		3,180
			58,619
TOBACCO – 0.1%
Lorillard Inc Com*	100		6,916
Total Common Stocks (cost $5,353,412)			5,244,299
SHORT TERM INVESTMENTS – 3.3%
MUTUAL FUNDS – 3.3%
SSGA Money Market Fund (cost $176,768)	176,768		176,768
TOTAL INVESTMENTS – 102.2%
(cost $5,530,180)			5,421,067
Liabilities in excess of other assets – (2.2)%			(115,373	)
NET ASSETS – 100.0%		$	5,305,694

* Non-income producing security

+ Amount is less than 0.05%.

SPDR Standard and Poor’s Depositary Receipts

See Notes to Financial Statements.

94

GOLDMAN SACHS SHORT DURATION FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
CORPORATE DEBT OBLIGATIONS – 15.7%
BANKS – 2.3%
Wells Fargo & Co. 4.38%, 1/31/13	$	1,000	$	968,307
BROKERAGE – 2.5%
General Electric Capital Corp. 6.00%, 6/15/12		1,000		1,033,386
FOOD, BEVERAGES & RESTAURANTS – 2.5%
Pepsico, Inc. 4.65%, 2/15/13		1,000		1,014,844
INSURANCE – 4.8%
Metropolitan Life Global Funding I (1) 5.13%, 4/10/13		1,000		984,688
New York Life Global Funding (1) 4.65%, 5/9/13		1,000		991,938
				1,976,626
MULTI-NATIONAL – 1.4%
European Investment Bank 3.13%, 7/15/11		600		594,424
SPECIAL PURPOSE BANK – 2.2%
Kreditanstalt Fur Wiederaufbauglobal 3.75%, 6/27/11		900		905,790
Total Corporate Debt Obligation (cost $6,579,107)				6,493,377
U.S. GOVERNMENT AGENCY OBLIGATIONS – 59.4%
Federal Home Loan Bank
3.13%, 6/10/11		1,155		1,140,453
3.88%, 12/10/10 (2)		3,500		3,538,510
4.50%, 10/9/09 (2)		4,000		4,076,992
Federal National Mortgage Association
4.68%, 6/15/11 (2)		1,900		1,957,897
5.00%, 8/1/20 (2)		1,000		988,750
United States Treasury Notes (2)
2.00%, 2/28/10		4,000		3,970,936
2.13%, 1/31/10		1,400		1,392,782
2.88%, 6/30/10		4,300		4,321,164
3.25%, 12/31/09		2,900		2,934,664
4.75%, 8/15/17		275		291,328
Total U.S. Government Agency Obligations (cost $24,612,135)				24,613,476

	Principal Amount (000)		Value
SHORT TERM INVESTMENTS – 22.5%
COMMERCIAL PAPER – 4.2%
Amstel Funding Corp. 2.77%, 9/5/08	$	250	$	248,610
Aspen Funding Corp. 2.64%, 9/5/08		250		248,610
Atlantis One Funding Corp. 2.65%, 9/5/08		250		248,610
Ciesco LLC 2.67%, 9/5/08		250		248,610
Falcon Asset Securities Co., LLC 2.58%, 9/5/08		250		248,595
Ranger Funding Co. LLC 2.58%, 9/5/08		250		248,610
Thames Asset Global Securities 2.65%, 9/9/08		250		248,596
				1,740,241
	Shares
MUTUAL FUNDS – 4.4%
SSGA Money Market Fund		1,824,457		1,824,457
	Principal Amount (000)
REPURCHASE AGREEMENT – 13.9%
State Street Bank and Trust Company 0.60%, 7/1/08 (collateralized by $5,680,000 Federal Home Loan, 4.375%, 09/17/10, with a value of $5,884,480 total to be received $5,765,096) (cost 5,765,000)	$	5,765		5,765,000
Total Short Term Investments (cost $9,330,886)				9,329,698
TOTAL INVESTMENTS – 97.6%
(cost $40,522,128)				40,436,551
Other assets less liabilities – 2.4%				999,296
NET ASSETS – 100.0%			$	41,435,847

(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 June 30, 2008 these securities amounted to $1,976,626, representing 4.77% of net assets.

(2) Security or a portion of the security has been designated as collateral for futures contracts.

See Notes to Financial Statements.

95

GOLDMAN SACHS SHORT DURATION FUND

PORTFOLIO OF OTHER FINANCIAL INSTRUMENTS
June 30, 2008 (Unaudited)	Sun Capital Advisers Trust

At June 30, 2008, open futures contracts purchased were as follows:

Futures	Expiration Date	Contracts	Aggregated Face Value ($)	Value ($)	Unrealized Appreciation/ (Depreciation) ($)
Eurodollar Futures	12/15/08	20	4,826,993	4,841,000	14,007
Eurodollar Futures	9/15/08	6	1,458,545	1,456,050	(2,495	)
10 Year U.S. Treasury Notes Futures	9/19/08	4	450,870	455,688	4,818
2 Year U.S. Treasury Notes Futures	9/30/08	37	7,796,941	7,814,515	17,574
Total unrealized appreciation					33,904

At June 30, 2008, open futures contracts sold were as follows:

Futures	Expiration Date	Contracts	Aggregated Face Value ($)	Value ($)	Unrealized Appreciation/ (Depreciation) ($)
U.S. Treasury Bond Futures	9/19/08	4	454,609	462,375	(7,766	)
5 Year U.S. Treasury Notes Futures	9/30/08	64	7,043,345	7,075,500	(32,155	)
Total unrealized depreciation					(39,921	)

See Notes to Financial Statements.

96

PIMCO HIGH YIELD FUND

PORTFOLIO OF INVESTMENTS June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
ASSET BACKED SECURITY – 0.3%
Midwest Generation LLC 8.56%, 1/2/16 (cost $17,719)	$	17	$	17,239
CORPORATE DEBT OBLIGATIONS – 84.4%
AUTOMOBILES & COMPONENTS – 1.3%
Hertz Corp./the 8.88%, 1/1/14 (3)		75		68,625
AUTOMOTIVE – 7.8%
Allison Transmission 11.00%, 11/1/15 (2)(3)		25		22,375
Arvinmeritor, Inc. 8.13%, 9/15/15 (3)		55		43,175
Cooper-Standard Automotive, Inc. 7.00%, 12/15/12 (3)		15		12,525
Ford Motor Credit Co.
5.63%, 10/1/08 (3)		30		29,491
5.70%, 1/15/10 (3)		15		12,798
7.00%, 10/1/13 (3)		40		29,456
7.38%, 10/28/09 (3)		10		9,108
General Motors Acceptance Corp. 3.95%, 9/23/08 (3)		20		19,696
6.75%, 12/1/14 (3)		70		46,231
General Motors Corp. 8.25%, 7/15/23 (2)(3)		60		34,950
Goodyear Tire & Rubber Co./the 7.86%, 8/15/11 (3)		50		49,687
9.00%, 7/1/15 (3)		20		19,950
Tenneco, Inc. 8.63%, 11/15/14 (3)		25		22,063
TRW Automotive, Inc. 7.25%, 3/15/17 (3)		50		42,000
United Rentals North America, Inc. 6.50%, 2/15/12 (3)		40		36,000
				429,505
BANKS – 3.6%
Bank of America Corp. 8.13%, 12/29/49 (1)(3)		25		23,631
Barclays Bank Plc 7.70%, 12/31/49 (1)(3)		50		50,421

	Principal Amount (000)		Value
Credito Italia 3.07%, 5/15/09 (1)(3)	$	50	$	49,932
RBS Capital Trust A 6.47%, 12/29/49 (3)		50		72,207
				196,191
BROKERAGE – 4.4%
Citigroup, Inc.
3.16%, 10/22/09 (1)(3)		25		24,692
5.50%, 4/11/13 (3)		25		24,399
8.40%, 4/29/49 (1)(3)		50		47,531
Goldman Sachs Group, Inc./the 6.75%, 10/1/37 (3)		40		36,590
Lehman Brothers Holdings, Inc.
6.88%, 5/2/18 (3)		25		24,203
7.50%, 5/11/38 (3)		25		23,189
Merrill Lynch & Co, Inc. MTN
4.97%, 5/12/10 (3)		25		24,603
6.88%, 4/25/18 (3)		25		23,793
Nuveen Investments, Inc. 10.50%, 11/15/15 (2)(3)		15		13,838
				242,838
CHEMICALS – 1.1%
Ineos Group Holdings 8.50%, 2/15/16 (2)(3)		50		32,875
Nalco Co. 8.88%, 11/15/13 (3)		25		25,625
				58,500
COMPUTER & PERIPHERALS – 2.0%
Aramark Corp. 6.37%, 2/1/15 (1)(3)		50		46,750
Sungard Data Systems, Inc. 9.13%, 8/15/13 (3)		65		65,650
				112,400

See Notes to Financial Statements.

97

PIMCO HIGH YIELD FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
CONSUMER PRODUCTS – 0.9%
Mattel, Inc. 3.18%, 6/15/09 (1)(3)	$	50	$	49,956
CONSUMER SERVICES – 0.5%
Service Corp International 7.63%, 10/1/18 (3)		20		19,950
Wynn Las Vegas Capital Corp. 6.63%, 12/1/14 (3)		10		9,150
				29,100
CONTAINERS & GLASS – 0.8%
Berry Plastics Corp. 7.57%, 2/15/15 (2)(3)		45		43,087
ELECTRONICS – 1.0%
Celestica, Inc.
7.63%, 7/1/13 (3)		25		24,000
7.88%, 7/1/11 (3)		10		10,000
Sanmina-Sci Corp. 8.13%, 3/1/16 (3)		25		22,500
				56,500
ENTERTAINMENT – 0.4%
Harrah’s Operating Co., Inc. 10.75%, 2/1/16 (2)(3)		25		20,750
ENVIRONMENTAL SERVICES – 0.9%
Allied Waste North America, Inc. 7.25%, 3/15/15 (3)		25		24,938
Waste Management Inc 6.88%, 5/15/09		25		25,493
				50,431
FINANCIAL SERVICES – 1.3%
JP Morgan Chase & Co. 2.89%, 1/17/11 (1)(3)		50		49,166
Wachovia Corp. Global 2.83%, 6/1/10 (1)(3)		25		24,402
				73,568

	Principal Amount (000)		Value
FOOD, BEVERAGES & RESTAURANTS – 0.4%
Supervalu, Inc. 7.50%, 11/15/14 (3)	$	20	$	20,025
GAS & PIPELINE UTILITIES – 0.5%
Enterprise Products Operating LP 8.38%, 8/1/66 (1)(3)		25		24,993
HEALTH CARE – 5.7%
Community Health Systems, Inc. 8.88%, 7/15/15 (3)		80		80,500
Davita, Inc. 7.25%, 3/15/15 (3)		40		38,900
HCA, Inc.
9.13%, 11/15/14 (3)		25		25,562
9.25%, 11/15/16 (3)		135		139,050
9.63%, 11/15/16 (3)		15		15,450
Health Management Associates, Inc. 6.13%, 4/15/16 (3)		20		17,500
				316,962
HEALTH CARE – FACILITIES – 2.3%
Biomet, Inc.
10.38%, 10/15/17 (3)		10		10,600
11.63%, 10/15/17 (3)		110		116,600
				127,200
INSURANCE – 1.3%
American International Group, Inc. 8.18%, 5/15/58 (2)(3)		25		23,528
Metropolitan Life Global Funding 3.55%, 6/25/10 (1)(2)(3)		50		50,002
				73,530

See Notes to Financial Statements.

98

PIMCO HIGH YIELD FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
MANUFACTURING DIVERSIFIED – 2.1%
Actuant Corp. 6.88%, 6/15/17 (3)	$	15	$	14,737
Bombardier, Inc. 8.00%, 11/15/14 (3)		100		102,500
				117,237
METALS – 1.4%
Freeport-McMoran Copper & Gold, Inc.
5.88%, 4/1/15 (3)		50		50,493
8.25%, 4/1/15 (3)		25		26,281
				76,774
MULTIMEDIA – 7.9%
Charter Communications Operating Capital LLC 8.38%, 4/30/14 (3)		90		85,275
CSC Holdings, Inc.
7.63%, 4/1/11 (3)		50		49,000
7.63%, 7/15/18 (3)		60		55,200
Dex Media West LLC, Series B 8.50%, 8/15/10 (3)		20		19,750
Dex Media, Inc. 8.00%, 11/15/13 (3)		25		18,250
DirecTV Holdings LLC 8.38%, 3/15/13 (3)		25		25,750
Echostar DBS Corp.
7.00%, 10/1/13 (3)		50		47,625
7.13%, 2/1/16 (3)		50		46,125
Quebecor Media, Inc. 7.75%, 3/15/16 (3)		45		41,850
RH Donnelley Corp.
8.88%, 1/15/16 (3)		25		15,000
8.88%, 10/15/17 (2)(3)		50		29,750
				433,575
OIL & GAS EQUIPMENT & SERVICES – 1.9%
Amerigas Partners LP 7.13%, 5/20/16 (3)		45		41,737
Cie Generale De Geophysique-Veritas 7.75%, 5/15/17 (3)		20		20,025
Ferrellgas Partners LP 8.75%, 6/15/12 (3)		25		24,500

	Principal Amount (000)		Value
Suburban Propane Partners LP 6.88%, 12/15/13 (3)	$	20	$	18,900
				105,162
PAPER PRODUCTS – 2.8%
Georgia-Pacific LLC
7.25%, 6/1/28 (3)		10		8,350
8.00%, 1/15/24 (3)		95		87,875
Verso Paper Holdings LLC
6.62%, 8/1/14 (1)(3)		15		13,800
9.13%, 8/1/14 (3)		20		19,550
Weyerhaeuser Co. 3.80%, 9/24/09 (1)		25		24,711
				154,286
PIPELINES – 1.6%
Colorado Interstate Gas Co. 5.95%, 3/15/15 (3)		20		19,590
Dynegy Holdings, Inc.
6.88%, 4/1/11 (3)		20		19,775
7.50%, 6/1/15 (3)		20		18,450
NGPL Pipeco LLC 7.12%, 12/15/17 (2)(3)		30		30,662
				88,477
REFINING – 4.0%
Chesapeake Energy Corp. 6.88%, 1/15/16 (3)		60		57,900
Mariner Energy, Inc. 8.00%, 5/15/17 (3)		15		14,513
Opti Canada, Inc. 8.25%, 12/15/14 (3)		15		14,925
Petrohawk Energy Corp 7.88%, 6/1/15 (2)(3)		25		24,406
Sandridge Energy, Inc.
8.00%, 6/1/18 (2)		10		10,050
8.63%, 4/1/15 (2)(3)		70		71,750
Semgroup LP 8.75%, 11/15/15 (3)		30		29,100
				222,644

See Notes to Financial Statements.

99

PIMCO HIGH YIELD FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
REITS – 0.5%
Ventas Realty LP/Ventas Capital Corp.
6.75%, 6/1/10 (3)	$	20	$	19,900
6.75%, 4/1/17 (3)		10		9,600
				29,500
RESTAURANTS – 0.2%
NPC International, Inc. 9.50%, 5/1/14 (3)		15		12,975
RETAIL – 0.7%
New Albertsons, Inc. 7.75%, 6/15/26		40		39,228
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 1.4%
Freescale Semiconductor, Inc. 8.88%, 12/15/14 (3)		40		32,500
Sensata Technologies BV 8.00%, 5/1/14 (3)		50		46,000
				78,500
SOFTWARE – 1.1%
First Data Corp. 9.88%, 9/24/15 (2)(3)		70		60,900
SPECIAL PURPOSE ENTITY – 4.2%
El Paso Performance-Linked Trust 7.75%, 7/15/11 (3)		75		75,558
NSG Holdings LLC 7.75%, 12/15/25 (2)(3)		30		29,550
Santander Perpetual Sa Unipersonal 6.67%, 10/29/49 (3)		100		96,606
Universal City Development Partners 11.75%, 4/1/10 (3)		20		20,550
Universal City Florida Holding Co. 7.62%, 5/1/10 (1)(3)		10		9,650
				231,914

	Principal Amount (000)		Value
TELECOMMUNICATIONS – 10.7%
Cincinnati Bell, Inc. 7.00%, 2/15/15 (3)	$	20	$	18,650
Citizens Communications Co. 6.63%, 3/15/15 (3)		65		58,987
Nordic Telephone Co. Holdings 8.88%, 5/1/16 (2)(3)		75		73,500
Nortel Networks Ltd
6.96%, 7/15/11 (1)(3)		60		56,700
10.13%, 7/15/13 (3)		25		24,438
Qwest Capital Funding, Inc.
7.25%, 2/15/11 (3)		80		77,600
7.90%, 8/15/10 (3)		25		24,938
Qwest Communications International, Inc. 7.50%, 2/15/14 (3)		25		23,750
Rural Cellular Corp 9.88%, 2/1/10 (3)		20		20,350
Sprint Nextel Corp. 6.00%, 12/1/16 (3)		45		38,700
Superior Essex Communications LLC 9.00%, 4/15/12 (3)		25		25,500
Telesat Canada LLC 11.00%, 11/1/15 (2)		25		23,375
Time Warner Telecom Holdings, Inc. 9.25%, 2/15/14 (3)		20		20,450
West Corp. 9.50%, 10/15/14 (3)		35		31,500
Windstream Corp. 8.63%, 8/1/16 (3)		75		74,812
				593,250
TOBACCO – 0.4%
Reynolds American, Inc. 7.75%, 6/1/18 (3)		20		20,944

See Notes to Financial Statements.

100

PIMCO HIGH YIELD FUND

PORTFOLIO OF INVESTMENTS (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Principal Amount (000)		Value
UTILITIES – 7.3%
Aes Corp/the 8.88%, 2/15/11 (3)	$	20	$	20,700
Edison Mission Energy 7.20%, 5/15/19 (3)		50		46,625
Energy Future Holdings Corp. 10.88%, 11/1/17 (3)		35		35,350
11.25%, 11/1/17 (3)		25		24,937
Intergen 9.00%, 6/30/17 (2)(3)		75		77,625
Ipalco Enterprises, Inc. 7.25%, 4/1/16 (2)(3)		40		39,400
NRG Energy, Inc.
7.38%, 2/1/16 (3)		20		18,825
7.38%, 1/15/17 (3)		75		70,875
Texas Competitive Electric Holdings Co. LLC
10.25%, 11/1/15 (3)		45		44,100
10.50%, 11/1/16 (3)		25		24,188
				402,625
Total Corporate Debt Obligation (cost $4,787,399)				4,662,152
	Shares
CONVERTIBLE PREFERRED STOCK – 0.4%
AUTOMOTIVE – 0.3%
General Motors Corp. 5.25%, 3/6/32 (3)		1,200		16,440

	Principal Amount (000)		Value
INSURANCE – 0.1%
American International Group, Inc. 8.50%, 8/1/11 (3)	$	100	$	5,929
Total Convertible Preferred Stock (cost $27,578)				22,369
SHORT TERM INVESTMENTS – 12.5%
COMMERCIAL PAPER – 8.1%
Bank Scotland Plc 2.66%, 7/8/08		100		99,948
Calyon North America 2.49%, 7/8/08 (3)		100		99,952
Societe Generale North America 2.65%, 8/6/08 (3)		100		99,735
UBS AG Stamford 3.06%, 3/17/09 (3)		50		49,873
UBS Finance 2.65%, 9/10/08 (3)		100		99,456
				448,964
	Shares
MUTUAL FUNDS – 4.4%
SSGA Money Market Fund		243,784		243,784
Total Short Term Investments (cost $692,763)				692,748
TOTAL INVESTMENTS – 97.6%
(cost $5,525,458)				5,394,508
Other assets less liabilities – 2.4%				130,270
NET ASSETS – 100.0%			$	5,524,778

(1) Variable rate security. The interest rate shown reflects the rate in effect as of June 30, 2008.

(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 June 30, 2008 these securities amounted to $712,373, representing 12.89% of net assets.

(3) Security or a portion of the security has been designated as collateral for written options, futures, credit default swaps and/or interest rate swaps.

MTN Medium Term Note

See Notes to Financial Statements.

101

PIMCO HIGH YIELD FUND

PORTFOLIO OF OTHER FINANCIAL INSTRUMENTS
June 30, 2008 (Unaudited)	Sun Capital Advisers Trust

At June 30, 2008, open written options contracts were as follows:

Call Options	Expiration Date	Strike Price	Number of Contracts	Value ($)
10 Yr U.S. Treasury Notes Futures	8/22/08	117.00	5	1,719
(Written Option Premium $4,675)
Put Options	Expiration Date	Strike Price	Number of Contracts	Value ($)
10 Yr U.S. Treasury Notes Futures	8/22/08	113.00	5	4,453
(Written Option Premium $5,542)

At June 30, 2008, open futures contracts purchased were as follows:

Futures	Expiration Date	Contracts	Aggregated Face Value ($)	Value ($)	Unrealized Appreciation/ (Depreciation) ($)
Sterling Futures	9/16/09	1	234,243	233,546	(697	)
Sterling Futures	3/18/09	1	233,994	233,434	(560	)
Eurodollar Futures	3/16/09	1	241,112	241,700	588
Eurodollar Futures	6/15/09	1	240,650	241,175	525
Total unrealized depreciation					(144	)

At June 30, 2008, open futures contracts sold were as follows:

Futures	Expiration Date	Contracts	Aggregated Face Value ($)	Value ($)	Unrealized Appreciation/ (Depreciation) ($)
30 Year US Treasury Note Futures	9/19/08	1	115,938	115,594	344
Total unrealized appreciation					344

See Notes to Financial Statements.

102

PIMCO HIGH YIELD FUND

PORTFOLIO OF OTHER FINANCIAL INSTRUMENTS (Continued)
June 30, 2008 (Unaudited)	Sun Capital Advisers Trust

At June 30, 2008, outstanding credit default swap contracts were as follows:

Counterparty	Reference Entity	Buy/Sell Protection (1)	(Pay)/Receive Fixed Rate		Expiration Date	Notional Amount (000)	Unrealized Appreciation/ (Depreciation) ($)
Goldman Sachs International	GMAC LLC	Sell	5.00	%	6/20/2009	10	(420	)
Deutsche Bank AG.	GMAC LLC	Sell	5.00	%	3/20/2012	60	(6,231	)
Lehman Brothers, Inc.	Station Casinos	Sell	5.00	%	6/20/2012	25	(969	)
Lehman Brothers, Inc.	LCDX-9 High Yield	Sell	2.25	%	12/20/2012	200	8,866
Goldman Sachs & Co.	Reliant Energy	Sell	3.85	%	9/20/2013	60	(911	)
Citibank NA	Dynegy Sr.	Sell	4.40	%	9/20/2013	50	(608	)
Total unrealized depreciation							(273	)

(1) If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances, take delivery of the security. As a buyer of protection, the Fund will generally receive from the seller of protection an amount up to the notional amount of the swap if a credit event occurs.

At June 30, 2008, outstanding interest rate swap agreements were as follows:

Counterparty	Floating Rate Index	Pay/Receive Floating Rate	Fixed Rate		Expiration Date	Notional Amount (000)	Unrealized Appreciation/ (Depreciation) ($)
Bank of America NA	3-Month USD-LIBOR	Pay	5.00	%	12/17/2038	100	(3,489	)
Citibank NA	3-Month USD-LIBOR	Receive	4.00	%	12/17/2013	1,900	(6,475	)
Bank of America NA	3-Month USD-LIBOR	Pay	5.00	%	12/17/2028	100	(1,401	)
Barclays Capital, Inc.	3-Month USD-LIBOR	Pay	5.00	%	12/17/2038	400	(9,660	)
Total unrealized depreciation							(21,025	)

LIBOR: Represents the London InterBank Offered Rate

At June 30, 2008, open forward foreign currency exchange contracts were as follows:

Contracts to Deliver		In Exchange For		Settlement Date	Unrealized Appreciation/ (Depreciation) ($)
USD	25,000	BRL	43,500	12/2/2008	1,309
EUR	52,000	USD	8,0931	7/24/2008	(850	)
GBP	2,000	USD	3,936	8/11/2008	(32	)
GBP	1,000	USD	1,982	8/11/2008	(2	)
JPY	324,000	USD	3,006	7/28/2008	(50	)
USD	20,000	MYR	64,590	11/12/2008	(211	)
USD	20,000	PHP	873,600	8/22/2008	(610	)
USD	25,000	RUB	606,875	5/6/2009	485
USD	20,000	SGD	27,206	11/21/2008	123
Total unrealized appreciation					162

See Notes to Financial Statements.

103

STATEMENTS OF ASSETS AND LIABILITIES June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Investment Grade Bond Fund			Money Market Fund			Global Real Estate Fund			Davis Venture Value Fund		Oppenheimer Main Street Small Cap Fund			Oppenheimer Large Cap Core Fund
ASSETS
Investments, at value
Securities	$	63,150,626		$	142,590,445		$	243,318,430		$	88,530,984	$	188,784,931		$	11,717,311
Repurchase Agreements		—			—			—			8,401,000		—			—
Total Investments		63,150,626			142,590,445			243,318,430			96,931,984		188,784,931			11,717,311
Cash		90,235			1,859			—			1,435		175			—
Foreign currency, at value		—			—			216			—		—			—
Interest and dividends receivable		583,629			6,944			1,353,892			95,057		122,731			22,848
Receivable for Fund shares sold		20,695			81,485			81,433			1,189,690		405,116			5,019
Receivable for investments sold		—			—			5,206,552			2,798		8,817,039			91,791
Receivable due from Adviser		7,355			2,066			—			—		11,331			7,865
Other assets		3,243			6,024			11,897			4,236		9,845			656
Total Assets		63,855,783			142,688,823			249,972,420			98,225,200		198,151,168			11,845,490
LIABILITIES
Payable for investments purchased - regular delivery		444,980			—			7,401,245			1,376,511		4,760,959			57,444
Payable for Fund shares redeemed		34,011			532,858			97,278			24,988		119,688			593
Adviser fee payable		—			—			79,670			22,263		—			—
Trustees fees payable		599			629			654			—		—			84
Accrued expenses and other liabilities		51,882			59,258			135,957			58,229		143,779			33,462
Notes payable		—			—			—			—		2,728,000			—
Total Liabilities		531,472			592,745			7,714,804			1,481,991		7,752,426			91,583
NET ASSETS	$	63,324,311		$	142,096,078		$	242,257,616		$	96,743,209	$	190,398,742		$	11,753,907
COMPOSITION OF NET ASSETS
Paid-in Capital	$	66,486,025		$	142,096,285		$	223,402,011		$	87,326,842	$	207,094,701		$	13,983,497
Accumulated undistributed (distributions in excess of) net investment income (loss)		32,769			—			12,068,676			991,390		(8,340	)		61,097
Accumulated net realized gain (loss) on investments, futures, written options, swaps and foreign currency related transactions		89,478			(207	)		29,072,101			997,268		(8,810,851	)		(1,417,920	)
Net unrealized appreciation (depreciation) of investments, futures, written options, swaps and foreign currency related transactions		(3,283,961	)		—			(22,285,172	)		7,427,709		(7,876,768	)		(872,767	)
	$	63,324,311		$	142,096,078		$	242,257,616		$	96,743,209	$	190,398,742		$	11,753,907
Initial Class
Net Assets	$	36,420,851		$	130,135,556		$	73,724,536		$	41,780,173	$	59,811,569		$	4,484,473
Share of Beneficial Interest		3,955,660			130,136,943			4,119,012			3,427,832		5,092,429			483,254
Net asset value per share	$	9.21		$	1.00		$	17.90		$	12.19	$	11.75		$	9.28
Service Class
Net Assets	$	26,903,460		$	11,960,522		$	168,533,080		$	54,963,036	$	130,587,173		$	7,269,434
Share of Beneficial Interest		2,901,206			11,960,522			8,747,327			4,525,686		11,245,935			765,280
Net asset value per share	$	9.27		$	1.00		$	19.27		$	12.14	$	11.61		$	9.50
Investment in securities, at cost	$	66,434,587		$	142,590,445		$	265,602,179		$	89,504,360	$	196,661,699		$	12,590,078
Foreign currency, at cost	$	—		$	—		$	216		$	—	$	—		$	—

See Notes to Financial Statements.

104

STATEMENTS OF ASSETS AND LIABILITIES (Continued) June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	FI Large Cap Growth Fund			Blue Chip Mid Cap Fund		Lord Abbett Growth & Income Fund			Goldman Sachs Mid Cap Value Fund			Goldman Sachs Short Duration Fund			PIMCO High Yield Fund
ASSETS
Investments, at value
Securities	$	73,194,538		$	89,551,820	$	2,778,573		$	5,421,067		$	34,671,551		$	5,394,508
Repurchase Agreements		—			925,000		—			—			5,765,000			—
Total Investments		73,194,538			90,476,820		2,778,573			5,421,067			40,436,551			5,394,508
Cash		279,367			628		90,517			—			75			80,633
Foreign currency, at value		—			—		—			—			—			5,126
Margin deposits with broker		—			—		—			—			26,730			20,200
Interest and dividends receivable		73,931			49,973		2,477			9,209			176,533			49,505
Receivable for Fund shares sold		—			395,061		22,403			83,453			886,929			74,986
Receivable for investments sold		1,805,534			524,260		29,628			374,703			—			—
Unrealized appreciation on swaps		—			—		—			—			—			8,866
Unrealized appreciation on forward currency contracts		—			—		—			—			—			162
Receivable due from Adviser		—			—		12,031			7,353			—			11,579
Other assets		7,374			3,607		412			618			2,717			672
Total Assets		75,360,744			91,450,349		2,936,041			5,896,403			41,529,535			5,646,237
LIABILITIES
Payable for investments purchased - regular delivery		1,521,103			801,378		49,958			525,073			—			84,243
Payable for Fund shares redeemed		216,685			70,852		26,931			65,007			59,783			—
Adviser fee payable		16,628			23,387		—			—			22,027			—
Futures variation margin payable		—			—		—			—			5,138			297
Options written (Premium $0, $0, $0, $0, $0, $10,217)		—			—		—			—			—			6,172
Trustees fees payable		566			—		—			—			—			—
Accrued expenses and other liabilities		53,914			55,274		512			629			6,740			583
Unrealized depreciation on swaps		—			—		—			—			—			30,164
Total Liabilities		1,808,896			950,891		77,401			590,709			93,688			121,459
NET ASSETS	$	73,551,848		$	90,499,458	$	2,858,640		$	5,305,694		$	41,435,847		$	5,524,778
COMPOSITION OF NET ASSETS
Paid-in Capital	$	84,474,284		$	66,539,887	$	3,035,959		$	5,319,148		$	41,636,891		$	5,584,611
Accumulated undistributed (distributions in excess of) net investment income (loss)		67,944			146,546		8,155			13,441			(2	)		(12,106	)
Accumulated net realized gain (loss) on investments, futures, written options, swaps and foreign currency related transactions		(10,333,730	)		19,360,694		(106	)		82,218			(109,448	)		99,963
Net unrealized appreciation (depreciation) of investments, futures, written options, swaps and foreign currency related transactions		(656,650	)		4,452,331		(185,368	)		(109,113	)		(91,594	)		(147,690	)
	$	73,551,848		$	90,499,458	$	2,858,640		$	5,305,694		$	41,435,847		$	5,524,778
Initial Class
Net Assets	$	47,343,397		$	73,199,050	$	1,219,905		$	2,403,953		$	3,565,386		$	1,530,771
Share of Beneficial Interest		5,176,770			4,214,730		128,269			232,589			360,999			152,826
Net asset value per share	$	9.15		$	17.37	$	9.51		$	10.34		$	9.88		$	10.02
Service Class
Net Assets	$	26,208,451		$	17,300,408	$	1,638,735		$	2,901,741		$	37,870,461		$	3,994,007
Share of Beneficial Interest		2,874,146			996,717		172,450			280,978			3,835,232			398,726
Net asset value per share	$	9.12		$	17.36	$	9.50		$	10.33		$	9.87		$	10.02
Investment in securities, at cost	$	73,851,188		$	86,024,523	$	2,963,941		$	5,530,180		$	40,522,128		$	5,525,458
Foreign currency, at cost	$	—		$	—	$	—		$	—		$	—		$	5,098

See Notes to Financial Statements.

105

STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	Investment Grade Bond Fund			Money Market Fund			Global Real Estate Fund			Davis Venture Value Fund			Oppenheimer Main Street Small Cap Fund			Oppenheimer Large Cap Core Fund
INVESTMENT INCOME
Interest	$	2,078,502		$	2,208,207		$	171,713		$	41,975		$	11,991		$	5,011
Dividends (net of foreign withholding taxes of $0; $0; $112,524; $7,379; $679 and $0, respectively)		—			—			5,668,927			656,818			863,997			120,784
Total investment income		2,078,502			2,208,207			5,840,640			698,793			875,988			125,795
EXPENSES
Investment advisory fee		197,059			338,460			1,214,090			309,517			734,167			43,083
Distribution fee (Service Class)		34,131			6,175			217,974			44,968			148,843			9,304
Custody and fund accounting		43,961			38,492			52,442			48,115			217,274			31,230
Audit		24,338			17,153			25,403			18,303			21,623			23,107
Legal		26,198			50,556			96,983			32,255			74,629			4,532
Printing		9,499			14,095			54,026			6,944			26,948			914
Administration		32,169			58,962			106,980			38,421			78,345			11,493
Transfer agency		5,009			5,520			6,881			4,613			4,784			5,030
Trustees fees		5,107			10,003			18,525			5,673			12,506			886
Insurance		4,655			9,604			18,556			5,546			10,696			965
Miscellaneous fees		1,772			1,376			4,535			1,946			3,206			1,046
Total expenses		383,898			550,396			1,816,395			516,301			1,333,021			131,590
Less: Reduction of advisory fees or unified management fees		(103,444	)		(205,761	)		(192,632	)		(99,912	)		(266,468	)		(43,083	)
Reimbursement of operating expenses		—			—			—			—			—			(23,809	)
Net expenses		280,454			344,635			1,623,763			416,389			1,066,553			64,698
Net investment income (loss)		1,798,048			1,863,572			4,216,877			282,404			(190,565	)		61,097
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments		141,842			(27	)		13,160,634			432,995			(14,286,630	)		(1,414,120	)
Foreign currency related transactions		—			—			27,712			(1,057	)		—			—
Net realized gain (loss)		141,842			(27	)		13,188,346			431,938			(14,286,630	)		(1,414,120	)
Change in unrealized appreciation (depreciation) on:
Investments		(2,133,447	)		—			(22,556,777	)		(10,922,569	)		(2,956,127	)		(494,271	)
Foreign currency related transactions		—			—			(1,423	)		(17	)		38			—
Change in unrealized appreciation (depreciation)		(2,133,447	)		—			(22,558,200	)		(10,922,586	)		(2,956,089	)		(494,271	)
Net realized and unrealized loss		(1,991,605	)		(27	)		(9,369,854	)		(10,490,648	)		(17,242,719	)		(1,908,391	)
Increase (Decrease) in Net Assets From Operations	$	(193,557	)	$	1,863,545		$	(5,152,977	)	$	(10,208,244	)	$	(17,433,284	)	$	(1,847,294	)

See Notes to Financial Statements.

106

STATEMENTS OF OPERATIONS (Continued) For the Six Months Ended June 30, 2008 (Unaudited) Sun Capital Advisers Trust

	FI Large Cap Growth Fund			Blue Chip Mid Cap Fund			Lord Abbett Growth & Income Fund*			Goldman Sachs Mid Cap Value Fund*			Goldman Sachs Short Duration Fund*			PIMCO High Yield Fund*
INVESTMENT INCOME
Interest	$	3,389		$	30,279		$	1,173		$	2,495		$	143,603		$	80,914
Dividends (net of foreign withholding taxes of $0; $1,575; $66; $0; $0 and $0, respectively)		425,527			378,856			15,060			26,636			—			—
Total investment income		428,916			409,135			16,233			29,131			143,603			80,914
EXPENSES
Investment advisory fee		301,532			328,367			—			—			—			—
Unified management fee		—			—			6,995			13,690			43,851			10,166
Distribution fee (Service Class)		35,319			6,618			1,083			1,870			15,147			2,159
Custody and fund accounting		41,770			56,916			—			—			—			—
Audit		19,378			21,960			—			—			—			—
Legal		29,858			30,868			32			52			270			54
Printing		5,925			9,500			—			—			—			—
Administration		37,749			36,521			—			—			—			—
Transfer agency		12,341			3,906			—			—			—			—
Trustees fees		6,065			5,656			48			78			405			81
Insurance		5,335			6,761			—			—			—			—
Miscellaneous fees		2,476			2,233			—			—			—			—
Total expenses		497,748			509,306			8,158			15,690			59,673			12,460
Less: Reduction of advisory fees or unified management fees		(136,776	)		(92,229	)		(80	)		—			(675	)		(136	)
Net expenses		360,972			417,077			8,078			15,690			58,998			12,324
Net investment income (loss)		67,944			(7,942	)		8,155			13,441			84,605			68,590
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments		(8,064,812	)		967,989			(106	)		65,356			(104,249	)		9,839
Options		—			—			—			—			—			(117	)
Futures		—			—			—			16,862			(5,199	)		(1,021	)
Swaps		—			—			—			—			—			91,745
Foreign currency related transactions		—			(2,018	)		—			—			—			(483	)
Net realized gain (loss)		(8,064,812	)		965,971			(106	)		82,218			(109,448	)		99,963
Change in unrealized appreciation (depreciation) on:
Investments		(5,290,503	)		(3,833,368	)		(185,368	)		(109,113	)		(85,577	)		(130,950	)
Written Options		—			—			—			—			—			4,045
Futures		—			—			—			—			(6,017	)		200
Swaps		—			—			—			—			—			(21,298	)
Foreign currency related transactions		—			355			—			—			—			313
Change in unrealized appreciation (depreciation)		(5,290,503	)		(3,833,013	)		(185,368	)		(109,113	)		(91,594	)		(147,690	)
Net realized and unrealized loss		(13,355,315	)		(2,867,042	)		(185,474	)		(26,895	)		(201,042	)		(47,727	)
Increase (Decrease) in Net Assets From Operations	$	(13,287,371	)	$	(2,874,984	)	$	(177,319	)	$	(13,454	)	$	(116,437	)	$	20,863

* For the period March 7, 2008 (commencement of operations) to June 30, 2008.

See Notes to Financial Statements.

107

STATEMENTS OF CHANGES IN NET ASSETS
	Sun Capital Advisers Trust

	Investment Grade Bond Fund						Money Market Fund						Global Real Estate Fund
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,798,048		$	3,103,552		$	1,863,572		$	6,151,415		$	4,216,877		$	6,876,030
Net realized gain (loss) from investments, options, futures contracts, swap contracts, and foreign currency transactions		141,842			2,464			(27	)		(3	)		13,188,346			15,613,636
Net increase (decrease) in unrealized appreciation (depreciation) on investments, options, futures contracts, swap contracts, and translation of assets and liabilities in foreign currencies		(2,133,447	)		(847,401	)		—			—			(22,558,200	)		(59,117,636	)
Net increase (decrease) in net assets resulting from operations		(193,557	)		2,258,615			1,863,545			6,151,412			(5,152,977	)		(36,627,970	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Initial Class		(1,060,616	)		(2,262,262	)		(1,811,090	)		(6,083,138	)		—			(1,516,434	)
Service Class		(721,274	)		(876,489	)		(52,482	)		(68,277	)		—			(1,811,254	)
Net realized gain on investments:
Initial Class		—			—			—			—			—			(12,628,394	)
Service Class		—			—			—			—			—			(18,059,353	)
Net decrease in net assets from distributions		(1,781,890	)		(3,138,751	)		(1,863,572	)		(6,151,415	)		—			(34,015,435	)
SHARE TRANSACTIONS
Net proceeds from sales		6,745,262			24,231,512			42,207,537			69,745,250			11,036,103			107,443,210
Net proceeds from reinvestment of distributions		1,781,890			3,138,703			1,863,438			6,151,347			—			34,015,435
Cost of shares redeemed		(9,382,754	)		(14,913,723	)		(32,826,342	)		(66,483,696	)		(24,132,023	)		(38,459,918	)
Net increase (decrease) in net assets from share transactions		(855,602	)		12,456,492			11,244,633			9,412,901			(13,095,920	)		102,998,727
Total increase (decrease) in net assets		(2,831,049	)		11,576,356			11,244,606			9,412,898			(18,248,897	)		32,355,322
NET ASSETS
Beginning of period		66,155,360			54,579,004			130,851,472			121,438,574			260,506,513			228,151,191
End of period†	$	63,324,311		$	66,155,360		$	142,096,078		$	130,851,472		$	242,257,616		$	260,506,513
SHARES OF BENEFICIAL INTEREST
Shares sold		709,680			2,525,592			42,207,537			69,745,250			561,798			4,580,162
Shares issued to shareholders from reinvestment of distributions		189,520			328,554			1,863,438			6,151,347			—			1,683,947
Shares redeemed		(998,138	)		(1,565,396	)		(32,826,342	)		(66,483,696	)		(1,291,372	)		(1,671,440	)
Net increase (decrease)		(98,938	)		1,288,750			11,244,633			9,412,901			(729,574	)		4,592,669
† Accumulated undistributed net investment income	$	32,769		$	16,611		$	—		$	—		$	12,068,676		$	7,851,799

See Notes to Financial Statements.

108

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

	Davis Venture Value Fund						Oppenheimer Main Street Small Cap Fund						Oppenheimer Large Cap Core Fund
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	282,404		$	712,087		$	(190,565	)	$	231,068		$	61,097		$	101,795
Net realized gain (loss) from investments, options, futures contracts, swap contracts, and foreign currency transactions		431,938			2,336,914			(14,286,630	)		5,711,348			(1,414,120	)		867,392
Net decrease in unrealized appreciation (depreciation) on investments, options, futures contracts, swap contracts, and translation of assets and liabilities in foreign currencies		(10,922,586	)		(783,487	)		(2,956,089	)		(12,600,394	)		(494,271	)		(1,832,135	)
Net increase (decrease) in net assets resulting from operations		(10,208,244	)		2,265,514			(17,433,284	)		(6,657,978	)		(1,847,294	)		(862,948	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Initial Class		—			(323,114	)		—			—			—			(49,720	)
Service Class		—			(72,502	)		—			—			—			(48,698	)
Net realized gain on investments:
Initial Class		—			—			—			(9,223,990	)		—			(368,681	)
Service Class		—			—			—			(7,562,789	)		—			(500,968	)
Net decrease in net assets from distributions		—			(395,616	)		—			(16,786,779	)		—			(968,067	)
SHARE TRANSACTIONS
Net proceeds from sales		33,627,586			33,199,463			42,836,725			118,435,652			1,168,878			5,510,262
Net proceeds from reinvestment of distributions		—			395,616			—			16,786,779			—			968,067
Cost of shares redeemed		(7,300,976	)		(16,305,872	)		(13,122,692	)		(20,899,911	)		(919,657	)		(2,740,114	)
Net increase in net assets from share transactions		26,326,610			17,289,207			29,714,033			114,322,520			249,221			3,738,215
Total increase (decrease) in net assets		16,118,366			19,159,105			12,280,749			90,877,763			(1,598,073	)		1,907,200
NET ASSETS
Beginning of period		80,624,843			61,465,738			178,117,993			87,240,230			13,351,980			11,444,780
End of period†	$	96,743,209		$	80,624,843		$	190,398,742		$	178,117,993		$	11,753,907		$	13,351,980
SHARES OF BENEFICIAL INTEREST
Shares sold		2,609,215			2,407,739			3,639,547			8,108,313			117,791			437,000
Shares issued to shareholders from reinvestment of distributions		—			29,378			—			1,270,656			—			88,601
Shares redeemed		(568,904	)		(1,191,863	)		(1,104,582	)		(1,385,457	)		(92,157	)		(218,665	)
Net increase		2,040,311			1,245,254			2,534,965			7,993,512			25,634			306,936
† Accumulated undistributed (distributions in excess of) net investment income (loss)	$	991,390		$	708,986		$	(8,340	)	$	182,225		$	61,097		$	—

See Notes to Financial Statements.

109

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

	FI Large Cap Growth Fund						Blue Chip Mid Cap Fund
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	67,944		$	(63,576	)	$	(7,942	)	$	(162,986	)
Net realized gain (loss) from investments, options, futures contracts, swap contracts, and foreign currency transactions		(8,064,812	)		(1,854,436	)		965,971			18,951,633
Net increase (decrease) in unrealized appreciation (depreciation) on investments, options, futures contracts, swap contracts, and translation of assets and liabilities in foreign currencies		(5,290,503	)		4,484,369			(3,833,013	)		(4,881,922	)
Net increase (decrease) in net assets resulting from operations		(13,287,371	)		2,566,357			(2,874,984	)		13,906,725
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	)
Service Class		—			(83,653	)		—			—
Net decrease in net assets from distributions		—			(241,643	)		—			(16,582,692	)
SHARE TRANSACTIONS
Net proceeds from sales		2,130,327			4,731,411			20,110,037			4,709,517
Subscriptions in-kind		—			115,803,403			—			—
Net proceeds from reinvestment of distributions		—			241,643			—			16,582,692
Cost of shares redeemed		(11,035,142	)		(31,166,663	)		(12,173,511	)		(27,810,794	)
Net increase (decrease) in net assets from share transactions		(8,904,815	)		89,609,794			7,936,526			(6,518,585	)
Total increase (decrease) in net assets		(22,192,186	)		91,934,508			5,061,542			(9,194,552	)
NET ASSETS
Beginning of period		95,744,034			3,809,526			85,437,916			94,632,468
End of period†	$	73,551,848		$	95,744,034		$	90,499,458		$	85,437,916
SHARES OF BENEFICIAL INTEREST
Shares sold		225,777			454,371			1,166,884			229,932
Shares issues in-kind		—			11,102,915			—			—
Shares issued to shareholders from reinvestment of distributions		—			22,833			—			940,595
Shares redeemed		(1,169,456	)		(2,967,393	)		(717,847	)		(1,380,043	)
Net increase (decrease)		(943,679	)		8,612,726			449,037			(209,516	)
† Accumulated undistributed net investment income	$	67,944		$	—		$	146,546		$	154,488

See Notes to Financial Statements.

110

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

	Lord Abbett Growth & Income Fund			Goldman Sachs Mid Cap Value Fund			Goldman Sachs Short Duration Fund			PIMCO High Yield Fund
	Six Months Ended June 30, 2008* (Unaudited)			Six Months Ended June 30, 2008* (Unaudited)			Six Months Ended June 30, 2008* (Unaudited)			Six Months Ended June 30, 2008* (Unaudited)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	8,155		$	13,441		$	84,605		$	68,590
Net realized gain (loss) from investments, options, futures contracts, swap contracts, and foreign currency transactions		(106	)		82,218			(109,448	)		99,963
Net decrease in unrealized appreciation (depreciation) on investments, options, futures contracts, swap contracts, and translation of assets and liabilities in foreign currencies		(185,368	)		(109,113	)		(91,594	)		(147,690	)
Net increase (decrease) in net assets resulting from operations		(177,319	)		(13,454	)		(116,437	)		20,863
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Initial Class		—			—			(9,091	)		(28,991	)
Service Class		—			—			(75,516	)		(51,705	)
Net decrease in net assets from distributions		—			—			(84,607	)		(80,696	)
SHARE TRANSACTIONS
Net proceeds from sales		1,087,510			2,828,439			38,227,858			2,583,074
Net proceeds from reinvestment of distributions		—			—			84,607			80,696
Cost of shares redeemed		(51,551	)		(509,291	)		(675,574	)		(79,159	)
Net increase in net assets from share transactions		1,035,959			2,319,148			37,636,891			2,584,611
Total increase in net assets		858,640			2,305,694			37,435,847			2,524,778
NET ASSETS
Beginning of period**		2,000,000			3,000,000			4,000,000			3,000,000
End of period†	$	2,858,640		$	5,305,694		$	41,435,847		$	5,524,778
SHARES OF BENEFICIAL INTEREST
Shares sold		106,044			261,083			3,856,203			251,359
Shares issued to shareholders from reinvestment of distributions		—			—			8,560			7,878
Shares redeemed		(5,325	)		(47,516	)		(68,532	)		(7,685	)
Net increase		100,719			213,567			3,796,231			251,552
† Accumulated undistributed (distributions in excess of) net investment income (loss)	$	8,155		$	13,441		$	(2	)	$	(12,106	)

* For the period March 7, 2008 (commencement of operations) to June 30, 2008 (unaudited).

** Amount represents initial seed investment.

See Notes to Financial Statements.

111

FINANCIAL HIGHLIGHTS
	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,
	2008**			2007			2006			2005			2004			2003			2008**			2007			2006			2005			2004*
Net Asset Value, Beginning of Period	$	9.48		$	9.62		$	9.72		$	10.09		$	10.02		$	9.63		$	9.55		$	9.69		$	9.79		$	10.16		$	10.09
Income (Loss) from Investment Operations:
Net investment income (d)		0.26			0.49			0.50			0.46			0.48			0.52			0.25			0.47			0.47			0.44			0.42
Net realized and unrealized gain (loss) on investments		(0.27	)		(0.14	)		0.00	(e)		(0.27	)		0.14			0.39			(0.28	)		(0.14	)		0.01			(0.27	)		0.07
Total from Investment Operations		(0.01	)		0.35			0.50			0.19			0.62			0.91			(0.03	)		0.33			0.48			0.17			0.49
Less Distributions from:
Net investment income		(0.26	)		(0.49	)		(0.47	)		(0.47	)		(0.48	)		(0.52	)		(0.25	)		(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		(0.26	)		(0.49	)		(0.60	)		(0.56	)		(0.55	)		(0.52	)		(0.25	)		(0.47	)		(0.58	)		(0.54	)		(0.42	)
Net Asset Value, End of Period	$	9.21		$	9.48		$	9.62		$	9.72		$	10.09		$	10.02		$	9.27		$	9.55		$	9.69		$	9.79		$	10.16
Total Return (b)		(0.14	)%		3.75	%		5.39	%		1.96	%		6.42	%		9.63	%		(0.35	)%		3.51	%		5.13	%		1.73	%		5.03	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	36,421		$	40,696		$	45,186		$	53,630		$	57,619		$	66,335		$	26,903		$	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	%		0.75	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Gross expenses (a)(d)		1.06	%		1.00	%		1.06	%		1.03	%		0.98	%		0.88	%		1.32	%		1.24	%		1.31	%		1.28	%		1.26	%
Net investment income (a)(c)(d)		5.58	%		5.10	%		5.14	%		4.72	%		4.81	%		5.22	%		5.33	%		4.89	%		5.06	%		4.48	%		4.58	%
Portfolio turnover rate		21	%		46	%		55	%		55	%		66	%		57	%		21	%		46	%		55	%		55	%		66	%

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

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

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

112

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,
	2008**			2007			2006			2005			2004			2003			2008**			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		$	1.00		$	1.00
Income (Loss) from Investment Operations:
Net investment income (d)		0.01			0.05			0.05			0.03			0.01			0.01			0.01			0.05			0.04			0.02
Net realized and unrealized gain (loss) on investments		0.00	(e)		0.00	(e)		—			—			—			—			0.00	(e)		—			—			—
Total from Investment Operations		0.01			0.05			0.05			0.03			0.01			0.01			0.01			0.05			0.04			0.02
Less Distributions from:
Net investment income		(0.01	)		(0.05	)		(0.05	)		(0.03	)		(0.01	)		(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		(0.01	)		(0.05	)		(0.05	)		(0.03	)		(0.01	)		(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		$	1.00		$	1.00
Total Return (b)		1.38	%		4.87	%		4.59	%		2.75	%		0.74	%		0.55	%		1.26	%		4.61	%		4.33	%		1.93	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	130,136		$	129,112		$	120,164		$	110,430		$	121,399		$	113,004		$	11,961		$	1,740		$	1,274		$	509
Ratios to average net assets:
Net expenses (a)(c)(d)		0.50	%		0.50	%		0.50	%		0.50	%		0.65	%		0.65	%		0.75	%		0.75	%		0.75	%		0.75	%
Gross expenses (a)(d)		0.80	%		0.76	%		0.77	%		0.77	%		0.71	%		0.65	%		1.11	%		1.00	%		1.02	%		1.02	%
Net investment income (a)(c)(d)		2.78	%		4.76	%		4.51	%		2.69	%		0.77	%		0.56	%		2.12	%		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			N/A			N/A

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

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

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

113

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Global Real Estate Fund Initial Class Shares																		Global Real Estate Fund Service Class Shares
	Years Ended December 31,																		Years Ended December 31,
	2008**			2007			2006			2005			2004			2003			2008**			2007			2006			2005			2004*
Net Asset Value, Beginning of Period	$	18.24		$	24.60		$	18.80		$	19.01		$	15.09		$	11.10		$	19.66		$	26.23		$	19.97		$	20.08		$	15.72
Income (Loss) from Investment Operations:
Net investment income (d)		0.55			0.66			0.81			0.23			0.58			0.28			0.32			0.40			0.64			0.21			0.30
Net realized and unrealized gain (loss) on investments		(0.89	)		(3.70	)		6.37			1.59			4.24			3.71			(0.71	)		(3.71	)		6.94			1.65			4.06
Total from Investment Operations		(0.34	)		(3.04	)		7.18			1.82			4.82			3.99			(0.39	)		(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	$	17.90		$	18.24		$	24.60		$	18.80		$	19.01		$	15.09		$	19.27		$	19.66		$	26.23		$	19.97		$	20.08
Total Return (b)		(1.86	)%		(13.13	)%		38.96	%		9.67	%		33.32	%		35.95	%		(2.03	)%		(13.34	)%		38.64	%		9.37	%		27.74	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	73,725		$	87,441		$	121,197		$	105,368		$	102,300		$	78,695		$	168,533		$	173,065		$	106,954		$	50,778		$	21,890
Ratios to average net assets:
Net expenses (a)(c)(d)		1.10	%		1.10	%		1.10	%		1.10	%		1.23	%		1.25	%		1.35	%		1.35	%		1.35	%		1.35	%		1.50	%
Gross expenses (a)(d)		1.25	%		1.18	%		1.19	%		1.22	%		1.23	%		1.26	%		1.50	%		1.43	%		1.44	%		1.47	%		1.51	%
Net investment income (a)(c)(d)		3.44	%		2.65	%		3.08	%		3.55	%		3.62	%		4.54	%		3.24	%		2.82	%		2.95	%		3.56	%		3.79	%
Portfolio turnover rate		54	%		25	%		44	%		32	%		67	%		42	%		54	%		25	%		44	%		32	%		67	%

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

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

114

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,
	2008**			2007			2006			2005			2004			2003			2008**			2007			2006*
Net Asset Value, Beginning of Period	$	13.65		$	13.17		$	11.56		$	10.61		$	9.50		$	7.32		$	13.61		$	13.15		$	12.08
Income (Loss) from Investment Operations:
Net investment income (d)		0.08			0.17			0.09			0.09			0.08			0.07			0.02			0.12			0.04
Net realized and unrealized gain on investments		(1.54	)		0.39			1.61			0.94			1.10			2.16			(1.49	)		0.39			1.12
Total from Investment Operations		(1.46	)		0.56			1.70			1.03			1.18			2.23			(1.47	)		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	$	12.19		$	13.65		$	13.17		$	11.56		$	10.61		$	9.50		$	12.14		$	13.61		$	13.15
Total Return (b)		(10.70	)%		4.23	%		14.77	%		9.73	%		12.45	%		30.50	%		(10.80	)%		3.91	%		9.66	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	41,780		$	52,861		$	61,438		$	54,216		$	51,362		$	44,215		$	54,963		$	27,764		$	27
Ratios to average net assets:
Net expenses (a)(c)(d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		1.15	%		1.15	%		1.15	%
Gross expenses (a)(d)		1.13	%		1.11	%		1.16	%		1.13	%		1.16	%		1.19	%		1.40	%		1.35	%		1.43	%
Net investment income (a)(c)(d)		0.79	%		1.06	%		0.74	%		0.81	%		0.83	%		0.86	%		0.55	%		0.68	%		0.48	%
Portfolio turnover rate		10	%		10	%		16	%		15	%		11	%		7	%		10	%		10	%		16	%

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

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

115

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,
	2008**			2007			2006			2005			2004			2003			2008**			2007			2006*
Net Asset Value, Beginning of Period	$	12.98		$	15.02		$	13.79		$	15.21		$	14.07		$	9.94		$	12.85		$	14.99		$	15.56
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.00	(e)		0.05			0.01			0.01			1.23			(0.00	)(e)		(0.01	)		0.01			(0.01	)
Net realized and unrealized gain (loss) on investments		(1.23	)		(0.23	)		1.82			0.57			1.14			4.14			(1.23	)		(0.29	)		0.04
Total from Investment Operations		(1.23	)		(0.18	)		1.83			0.58			2.37			4.14			(1.24	)		(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	$	11.75		$	12.98		$	15.02		$	13.79		$	15.21		$	14.07		$	11.61		$	12.85		$	14.99
Total Return (b)		(9.55	)%		(1.44	)%		13.60	%		4.33	%		18.43	%		41.62	%		(9.65	)%		(2.11	)%		0.48	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	59,812		$	72,741		$	87,215		$	86,949		$	89,031		$	71,827		$	130,587		$	105,377		$	25
Ratios to average net assets:
Net expenses (a)(c)(d)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.25	%		1.25	%		1.25	%
Gross expenses (a)(d)		1.28	%		1.38	%		1.42	%		1.10	%		1.09	%		1.12	%		1.55	%		1.61	%		1.82	%
Net investment income (loss) (a)(c)(d)		(0.05	)%		0.31	%		0.02	%		0.03	%		(0.10	)%		0.13	%		(0.29	)%		(0.06	)%		(0.09	)%
Portfolio turnover rate		70	%		126	%		206	%		58	%		106	%		144	%		70	%		126	%		206	%

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

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

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

116

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Oppenheimer Large Cap Core Fund Initial Class Shares																		Oppenheimer Large Cap Core Fund Service Class Shares
	Years Ended December 31,																		Years Ended December 31,
	2008**			2007			2006			2005			2004			2003			2008**			2007			2006			2005			2004*
Net Asset Value, Beginning of Period	$	10.77		$	12.37		$	10.47		$	12.47		$	11.45		$	7.54		$	11.03		$	12.65		$	10.70		$	12.72		$	12.14
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.06			0.12			0.17			0.02			0.03			0.04			0.04			0.08			0.12			(0.00	)(e)		0.00	(e)
Net realized and unrealized gain (loss) on investments		(1.55	)		(0.84	)		1.93			(0.09	)		2.25			3.94			(1.57	)		(0.84	)		2.00			(0.11	)		1.58
Total from Investment Operations		(1.49	)		(0.72	)		2.10			(0.07	)		2.28			3.98			(1.53	)		(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	$	9.28		$	10.77		$	12.37		$	10.47		$	12.47		$	11.45		$	9.50		$	11.03		$	12.65		$	10.70		$	12.72
Total Return (b)		(13.83	)%		(5.81	)%		20.07	%		(0.72	)%		20.39	%		52.89	%		(13.87	)%		(6.07	)%		19.78	%		(0.98	)%		13.20	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	4,484		$	5,544		$	6,183		$	5,505		$	7,049		$	5,082		$	7,269		$	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	%		0.90	%		1.15	%		1.15	%		1.15	%		1.15	%		1.15	%
Gross expenses (a)(d)		1.98	%		1.81	%		2.47	%		2.74	%		3.42	%		5.47	%		2.24	%		2.05	%		2.62	%		3.04	%		4.04	%
Net investment income (loss) (a)(c)(d)		1.14	%		0.89	%		1.47	%		0.15	%		0.27	%		0.70	%		0.89	%		0.63	%		1.44	%		(0.05	)%		0.21	%
Portfolio turnover rate		106	%		63	%		135	%		114	%		137	%		150	%		106	%		63	%		135	%		114	%		137	%

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

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

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

117

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
	2008**			2007***			2008**			2007			2006*
Net Asset Value, Beginning of Period	$	10.65		$	9.99		$	10.63		$	9.98		$	10.00
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.01			(0.00	)(e)		(0.00	)(e)		(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments		(1.51	)		0.69			(1.51	)		0.70			(0.01	)
Total from Investment Operations		(1.50	)		0.69			(1.51	)		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	$	9.15		$	10.65		$	9.12		$	10.63		$	9.98
Total Return (b)		(14.08	)%		6.88	%		(14.21	)%		6.78	%		(0.20	)%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	47,343		$	62,680		$	26,208		$	33,064		$	3,810
Ratios to average net assets:
Net expenses (a)(c)(d)		0.81	%		0.81	%		1.06	%		1.06	%		1.06	%
Gross expenses (a)(d)		1.15	%		1.06	%		1.40	%		1.46	%		5.26	%
Net investment income (loss) (a)(c)(d)		0.26	%		0.01	%		0.01	%		(0.25	)%		(0.10	)%
Portfolio turnover rate		120	%		307	%		120	%		307	%		110	%

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

** For the six months ended June 30, 2008 (Unaudited).

*** 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 percentage are after advisory fee or unified management fee waivers and expenses reimbursements, as applicable.

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

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

118

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Blue Chip Mid Cap Fund Initial Class Shares																		Blue Chip Mid Cap Fund Service Class Shares
	Years Ended December 31,																		Year Ended December 31,
	2008**			2007			2006			2005			2004			2003			2008*
Net Asset Value, Beginning of Period	$	17.95		$	19.04		$	20.60		$	18.13		$	15.61		$	11.47		$	15.70
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.00	(e)		(0.00	)(e)		0.18			(0.00	)(e)		0.02			(0.01	)		(0.00	)(e)
Net realized and unrealized gain (loss) on investments		(0.58	)		2.87			1.87			2.98			2.50			4.15			1.66
Total from Investment Operations		(0.58	)		2.87			2.05			2.98			2.52			4.14			1.66
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	$	17.37		$	17.95		$	19.04		$	20.60		$	18.13		$	15.61		$	17.36
Total Return (b)		(3.23	)%		15.41	%		11.30	%		16.61	%		16.14	%		36.09	%		10.57	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	73.199		$	85,438		$	94,632		$	94,928		$	89,609		$	75,669		$	17,300
Ratio to average net assets:
Net expenses (a)(c)(d)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.25	%
Gross expenses (a)(d)		1.22	%		1.14	%		1.14	%		1.15	%		1.12	%		1.14	%		1.57	%
Net investment income (loss) (a)(c)(d)		(0.02	)%		(0.17	)%		0.92	%		(0.03	)%		0.13	%		(0.09	)%		(0.03	)%
Portfolio turnover rate		41	%		75	%		83	%		67	%		60	%		76	%		41	%

* For the period from March 7, 2008 (Commencement of Operations – Service Class Shares) through June 30, 2008.

** For the six months ended June 30, 2008 (Unaudited).

(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 or unified management fee waivers and expenses reimbursements, as applicable.

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

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

119

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Lord Abbett Growth & Income Fund Initial Class Shares			Lord Abbett Growth & Income Fund Service Class Shares			Goldman Sachs Mid Cap Value Fund Initial Class Shares			Goldman Sachs Mid Cap Value Fund Service Class Shares
	Year Ended December 31,			Year Ended December 31,			Year Ended December 31,			Year Ended December 31,
	2008*			2008*			2008*			2008*
Net Asset Value, Beginning of Period	$	10.00		$	10.00		$	10.00		$	10.00
Income (Loss) from Investment Operations:
Net investment income (e)		0.03			0.02			0.03			0.03
Net realized and unrealized loss on investments		(0.52	)		(0.52	)		0.31	(c)		0.30	(c)
Total from Investment Operations		(0.49	)		(0.50	)		0.34			0.33
Less Distributions from:
Net investment income		—			—			—			—
In excess of net investment income		—			—			—			—
Net realized gain on investments		—			—			—			—
In excess of net realized gain on investments		—			—			—			—
Capital		—			—			—			—
Total distributions		—			—			—			—
Net Asset Value, End of Period	$	9.51		$	9.50		$	10.34		$	10.33
Total Return (b)		(4.90	)%		(5.00	)%		3.40	%		3.30	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	1,220		$	1,639		$	2,404		$	2,902
Ratio to average net assets:
Net expenses (a)(d)(e)		0.87	%		1.12	%		1.06	%		1.31	%
Gross expenses (a)(e)		0.88	%		1.13	%		1.06	%		1.31	%
Net investment income (a)(d)(e)		1.16	%		0.89	%		1.14	%		0.95	%
Portfolio turnover rate		28	%		28	%		43	%		43	%

* For the period March 7, 2008 (Commencement of Operations) to June 30, 2008 (Unaudited).

(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) The amount shown for a share outstanding does not correspond with aggregate net loss on investments for the period due to timing of sales and repurchases of Fund shares in relation to fluctuating market values of the investments of the fund.

(d) Such percentages are after advisory fee or unified management fee waivers and expenses reimbursements, as applicable.

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

120

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Goldman Sachs Short Duration Fund Initial Class Shares			Goldman Sachs Short Duration Fund Service Class Shares			PIMCO High Yield Fund Initial Class Shares			PIMCO High Yield Fund Service Class Shares
	Year Ended December 31,			Year Ended December 31,			Year Ended December 31,			Year Ended December 31,
	2008*			2008*			2008*			2008*
Net Asset Value, Beginning of Period	$	10.00		$	10.00		$	10.00		$	10.00
Income (Loss) from Investment Operations:
Net investment income (e)		0.04			0.03			0.16			0.17
Net realized and unrealized loss on investments		(0.12	)		(0.13	)		0.05	(c)		0.03	(c)
Total from Investment Operations		(0.08	)		(0.10	)		0.21			0.20
Less Distributions from:
Net investment income		(0.04	)		(0.03	)		(0.19	)		(0.18	)
In excess of net investment income		—			—			—			—
Net realized gain on investments		—			—			—			—
In excess of net realized gain on investments		—			—			—			—
Capital		—			—			—			—
Total distributions		(0.04	)		(0.03	)		(0.19	)		(0.18	)
Net Asset Value, End of Period	$	9.88		$	9.87		$	10.02		$	10.02
Total Return (b)		(0.80	)%		(0.98	)%		1.99	%		1.91	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	3,565		$	37,870		$	1,531		$	3,994
Ratio to average net assets:
Net expenses (a)(d)(e)		0.65	%		0.90	%		0.75	%		1.00	%
Gross expenses (a)(e)		0.66	%		0.91	%		0.76	%		1.01	%
Net investment income (a)(d)(e)		1.32	%		1.25	%		4.88	%		5.16	%
Portfolio turnover rate		89	%		89	%		69	%		69	%

* For the period March 7, 2008 (Commencement of Operations) to June 30, 2008 (Unaudited).

(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) The amount shown for a share outstanding does not correspond with aggregate net loss on investments for the period due to timing of sales and repurchases of Fund shares in relation to fluctuating market values of the investments of the fund.

(d) Such percentages are after advisory fee or unified management fee waivers and expenses reimbursements, as applicable.

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

121

NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 twelve funds (each referred to as a “Fund” and, 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. As of June 30, 2008, 100% of the outstanding voting securities of the Funds were owned by separate accounts of Sun Life U.S., Sun Life Insurance and Annuity Company of New York (“Sun Life (N.Y.)”), and the general fund of Sun Life Assurance Company of Canada (“Sun Life of Canada”). The Funds are the Sun Capital Investment Grade Bond Fund (“Investment Grade Bond Fund”), Sun Capital Money Market Fund (“Money Market Fund”), Sun Capital Global Real Estate Fund (“Global Real Estate Fund”), formerly known as the Sun Capital 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 Oppenheimer Large Cap Core Fund (“Oppenheimer Large Cap Core Fund”), formerly known as the Sun Capital All Cap Fund, SC FI Large Cap Growth Fund (“FI Large Cap Growth Fund”), SC Blue Chip Mid Cap Fund (“Blue Chip Mid Cap Fund”), SC Lord Abbett Growth & Income Fund (“Lord Abbett Growth & Income Fund”), SC Goldman Sachs Mid Cap Value Fund (“Goldman Sachs Mid Cap Value Fund”), SC Goldman Sachs Short Duration Fund (“Goldman Sachs Short Duration Fund”), and SC PIMCO High Yield Fund (“PIMCO High Yield Fund”). Each of the Funds, other than the Global Real Estate Fund, is classified as a diversified fund under the 1940 Act. Each Fund offers Initial Class Shares and Service Class Shares. Service Class Shares for the Blue Chip Mid Cap Fund and both Initial and Service Class Shares for the Lord Abbett Growth & Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Short Duration Fund and the PIMCO High Yield Fund commenced operations on March 7, 2008. Effective August 1, 2008, Wellington Management Company LLP replaced Pyramis Global Advisors, LLC as subadviser to FI Large Cap Growth Fund. Also effective August 1, 2008, the name of FI Large Cap Growth Fund was changed to SC WMC Large Cap Growth Fund and the name of Blue Chip Mid Cap Fund was changed to SC WMC 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.

Investments in securities listed on the National Association of Securities Dealers Automation Quotation System (“NASDAQ”) are valued at the NASDAQ Official Closing Price on the day of valuation. Securities listed on any other US or foreign exchanges are valued at the last sale price on the exchange or system in which they are principally traded on the valuation date, or if no sales occurred on that day, at the mean between the closing bid

122

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

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. Over-the-counter equity securities not quoted on the NASDAQ are valued at the last sale price on the valuation day, or, if no sale occurs, at the mean between the last bid and asked prices. If both bid and asked prices are not available for that day, the last bid price is used. Securities for which current market quotations are not readily available or are considered unreliable are stated at fair value as determined in good faith by an Internal Pricing Committee under the oversight of the Board of Trustees. The Board of Trustees has approved an independent pricing vendor to facilitate the fair value process. The frequency with which this fair value process is used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under this fair value process may differ from published prices for the same securities.

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.

Fair Value Measurements

On January 1, 2008, the Trust adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a three-tier hierarchy as a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. In compliance with FAS 157, the Funds have categorized their financial instruments, based on priority of the inputs to the valuation technique, into a three level hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

The three-tier hierarchy of fair value measurements pursuant to FAS 157 is summarized in the three broad levels listed below:

Level 1 – unadjusted quoted prices in active markets for identical investments

Level 2 – significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

As of June 30, 2008, only the Investment Grade Bond Fund held any investments or other financial instruments deemed as Level 3.

123

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

The following is a summary of the inputs used as of June 30, 2008 in valuing each Fund’s investments carried at value:

	Investments in Securities			Other Financial Instruments*
Investment Grade Bond Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	577,555		$	—
Level 2 – Significant Observable Inputs		62,573,071			—
Level 3 – Significant Unobservable Inputs		—	**		—
Total	$	63,150,626		$	—
Money Market Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	2,440,515		$	—
Level 2 – Significant Observable Inputs		140,149,930			—
Level 3 – Significant Unobservable Inputs		—			—
Total	$	142,590,445		$	—
Global Real Estate Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	243,318,430		$	—
Level 2 – Significant Observable Inputs		—			—
Level 3 – Significant Unobservable Inputs		—			—
Total	$	243,318,430		$	—
Davis Venture Value Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	88,530,984		$	—
Level 2 – Significant Observable Inputs		8,401,000			—
Level 3 – Significant Unobservable Inputs		—			—
Total	$	96,931,984		$	—
Oppenheimer Main Street Small Cap Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	188,784,931		$	—
Level 2 – Significant Observable Inputs		—			—
Level 3 – Significant Unobservable Inputs		—			—
Total	$	188,784,931		$	—
Oppenheimer Large Cap Core Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	11,717,311		$	—
Level 2 – Significant Observable Inputs		—			—
Level 3 – Significant Unobservable Inputs		—			—
Total	$	11,717,311		$	—

124

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

	Investments in Securities		Other Financial Instruments*
FI Large Cap Growth Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	73,194,538	$	—
Level 2 – Significant Observable Inputs		—		—
Level 3 – Significant Unobservable Inputs		—		—
Total	$	73,194,538	$	—
Blue Chip Mid Cap Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	89,551,820	$	—
Level 2 – Significant Observable Inputs		925,000		—
Level 3 – Significant Unobservable Inputs		—		—
Total	$	90,476,820	$	—
Lord Abbett Growth & Income Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	2,778,573	$	—
Level 2 – Significant Observable Inputs		—		—
Level 3 – Significant Unobservable Inputs		—		—
Total	$	2,778,573	$	—
Goldman Sachs Mid Cap Value Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	5,421,067	$	—
Level 2 – Significant Observable Inputs		—		—
Level 3 – Significant Unobservable Inputs		—		—
Total	$	5,421,067	$	—
Goldman Sachs Short Duration Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	14,735,332	$	(6,017	)
Level 2 – Significant Observable Inputs		25,701,219		—
Level 3 – Significant Unobservable Inputs		—		—
Total	$	40,436,551	$	(6,017	)
PIMCO High Yield Fund
Valuation Inputs
Level 1 – Unadjusted Quoted Prices	$	266,153	$	(5,972	)
Level 2 – Significant Observable Inputs		5,128,355		(21,136	)
Level 3 – Significant Unobservable Inputs		—		—
Total	$	5,394,508	$	(27,108	)

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, written options, swaps and forward contracts.

** The only investment held by the Investment Grade Bond Fund whose fair value was determined using Level 3 inputs had a value of $0 and $0 at December 31, 2007 and June 30, 2008, respectively.

125

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(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 real estate investment trust (“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 Global 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 Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. 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 realized gains and losses on foreign currency transactions include disposition of foreign currencies, net gains or losses from assets or liabilities denominated in 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.

The Funds are subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes – an interpretation of FASB statement 109 (“FIN 48”). FIN 48 sets forth a minimum threshold for financial statement recognition, measurement and disclosure of the benefit of a tax position taken or expected to be taken on a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

A portion of the dividend income recorded by Global 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.

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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

Credit Default Swaps

Goldman Sachs Short Duration Fund, Investment Grade Bond Fund and PIMCO High Yield Fund may enter into credit default swap agreements. A credit default swap is a contract between a buyer and a seller of protection against a pre-defined credit event. A Fund may buy or sell credit default swap contracts to seek to increase the Fund’s income, to add leverage to the portfolio, or to hedge the risk of default on Fund securities. As a seller in the credit default swap contract, the Fund would be required to pay the par (or other agreed-upon) value of the referenced debt obligation to the counterparty in the event of a default by a third party, such as a US or foreign corporate issuer, on the debt obligation, which would likely result in a loss to the Fund. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. The Fund may also buy credit default swap contracts in order to hedge against the risk of default of debt securities, in which case the Fund would function as the counterparty referenced above. This would involve the risk that the contract may expire worthless. It would also involve credit risk that the seller may fail to satisfy its payment obligations to the Fund in the event of a default. In connection with credit default swaps in which the Fund is the buyer, the Fund will segregate cash or liquid asset or enter into certain offsetting positions, with a value at least equal to the Fund’s exposure (any accrued but unpaid net amounts owed by the Fund to any counterparty), on a marked to market basis. In connection with credit default swaps in which the Fund is the seller, the Fund will segregate cash or liquid asset or enter into certain offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Fund).

Credit default swap contracts are marked to market daily based upon quotations from the counterparty and the change in value, if any, is recorded daily as unrealized gain or loss. An upfront payment made by the Fund, if any, is recorded as an asset on the statement of assets and liabilities. An upfront payment received by the Fund, if any, is recorded as a liability on the statement of assets and liabilities. Under the terms of the credit default swap contracts, the Fund receives or makes payments semiannually based on a specified interest rate on a fixed notional amount. These payments are recorded as a realized gain or loss on the statement of operations. Payments received or made as a result of a credit event or termination of the contract are recognized, net of a proportional amount of the upfront payment, as realized gains or losses. As of June 30, 2008, only PIMCO High Yield Fund had open credit default swap agreements as listed on the Fund’s Portfolio of Other Financial Instruments.

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Mortgage dollar roll transactions

Investment Grade Bond Fund, Goldman Sachs Short Duration Fund and PIMCO High Yield Fund may enter into mortgage dollar roll (“MDR”) transactions with selected financial institutions to take advantage of opportunities in the mortgage market. A 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 mortgage-back securities that it holds with an agreement by the Fund to repurchase substantially similar securities at an agreed upon price on a specified future 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 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. As of June 30, 2008, only Investment Grade Bond Fund had open MDR transactions as listed on the Fund’s Portfolio of Investments.

Forward Foreign Currency Exchange and Spot Contracts

All Funds except for Money Market Fund and Goldman Sachs Short Duration Fund may engage in forward foreign currency exchange and spot contracts in an effort to facilitate transactions in foreign securities and to reduce exposure to foreign currency exchange rates. The value of such contracts is translated into U.S. dollars. Forward foreign currency exchange and spot contracts are marked to market daily. The change in market value is recorded as unrealized appreciation/(depreciation) of foreign currency-related transactions. When the contract is closed, the Fund records a realized gain or loss from foreign currency-related transactions equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of forward foreign currency exchange and spot contracts does not eliminate fluctuations in the underlying prices of the Fund’s securities, but it does establish a rate of exchange on a particular date. When a contract is used to hedge against movements in exchange rates, it will limit the risk of loss due to a decline in the value of the hedged currency during the relevant period, but will also limit any potential gain that might result should the value of the currency increase during that period. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. As of June 30, 2008, only PIMCO High Yield Fund had open forward contracts as listed on the Portfolio of Other Financial Instruments.

Futures

All Funds except for Money Market Fund may enter into futures contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (the “settlement date”). A Fund may enter into futures contracts as a hedge against anticipated interest rate changes and for duration management, risk management and return enhancement purposes.

Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary an amount (“initial margin”) equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments (“variation margin”) are made or received by the Fund dependent upon the daily fluctuations in the value of the underlying security and are recorded for financial reporting purposes as unrealized gains or losses by

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the Fund. When entering into a closing transaction, the Fund will realize a gain or loss equal to the difference between the value of the futures contract to sell and the futures contract to buy. Futures contracts are valued at the most recent settlement price. Certain risks may arise upon entering into futures contracts, including the risk that an illiquid secondary market will limit the Fund’s ability to close out a futures contract prior to the settlement date and that a change in the value of a futures contract may not correlate exactly with the changes in the value of the securities. When utilizing futures contracts to hedge, the Fund gives up the opportunity to profit from favorable price movements in the hedged positions during the term of the contract. As of June 30, 2008, Goldman Sachs Short Duration Fund and PIMCO High Yield Fund had open futures agreements as listed on each Fund’s Portfolio of Other Financial Instruments.

Interest Rate Swaps

All Funds except Money Market Fund, Oppenheimer Main Street Small Cap Fund and Lord Abbett Growth & Income Fund may enter into interest rate swaps. A Fund may enter into interest rate swap transactions to reduce the interest rate risk inherent in the Fund’s underlying investments. In an interest rate swap, the Fund would agree to pay the other party to the interest rate swap (the “counterparty”) a fixed rate payment in exchange for the counterparty agreeing to pay to the Fund a variable rate payment, or the Fund would agree to receive from the counterparty a fixed rate payment in exchange for the counterparty agreeing to receive from the Fund a variable rate payment. The payment obligations would be based on the notional amount of the swap.

Certain risks may arise when entering into swap transactions including counterparty default, illiquidity or unfavorable changes in interest rates. Payments received or made at the end of the measurement period are recorded as realized gain or loss in the Fund’s Statement of Operations. The value of the swap is adjusted daily based upon a price supplied by the counterparty and the change in value is recorded as unrealized appreciation or depreciation. As of June 30, 2008, only PIMCO High Yield Fund had open interest rate swaps agreements as listed on the Fund’s Portfolio of Other Financial Instruments.

Options

All Funds except for Money Market Fund may enter into option contracts. An option contract is a contract in which the writer of the option grants the buyer of the option the right to purchase from (a “call option”), or sell to (a “put option”), the writer a designated instrument at a specified price within a specified period of time. Certain options, including options on indices, will require cash settlement by the Fund if the option is exercised. The Fund may enter into option contracts in order to hedge against potential adverse price movements in the value of portfolio assets; as a temporary substitute for selling selected investments; to lock in the purchase price of a security or currency which it expects to purchase in the near future; as a temporary substitute for purchasing selected investments; and to enhance potential gain.

When a Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. The Fund pays a premium as a cost for a purchased put and call option, which is disclosed in the Fund’s Portfolio of Investments and subsequently marked to market to reflect the current value of the option. The liability representing the Fund’s obligation under an exchange traded written option or investment in a purchased option is valued at the last sale price or, in the absence of a sale, the mean between the closing bid and asked prices or at the most recent asked price (bid price for purchased options) if no bid and asked price are available. Over-the-counter written or purchased options are valued using dealer supplied quotations. Gain or loss is recognized when the option contract expires or is closed.

If the Fund writes a covered call option, the Fund foregoes, in exchange for the premium, the opportunity to profit during the option period from an increase in the value of the underlying security above the exercise price.

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If a Fund writes a put option, it accepts the risk of a decline in the value of the underlying security below the exercise price. Over-the-counter options have the risk of the potential inability of counterparties to meet the terms of their contracts. The Fund’s maximum exposure to purchased options is limited to the premium initially paid. In addition, certain risks may arise upon entering into option contracts including the risk that an illiquid secondary market will limit the Fund’s ability to close out an option contract prior to the expiration date and that a change in the value of the option contract may not correlate exactly with changes in the value of the securities or currencies hedged. As of June 30, 2008, only PIMCO High Yield Fund had open written option contracts as listed on the Fund’s Portfolio of Other Financial Instruments.

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. As of June 30, 2008, Davis Venture Value Fund, Blue Chip Mid Cap Fund and Goldman Sachs Short Duration Fund had open repurchase agreements as listed on each Fund’s Portfolio of Investments.

Short Sales

Lord Abbett Growth & Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Short Duration Fund and PIMCO High Yield Fund may make short sales of securities. When a Fund takes a short position, it sells at the current market price a stock it does not own but has borrowed in anticipation that the market price of the stock will decline. To complete, or close out, the short sale transaction, the Fund buys the same stock in the market and returns it to the lender. The Fund will utilize this short sale strategy in conjunction with its long positions in common stock to seek capital appreciation independent of stock market direction.

Upon entering into a short sale, the Fund is required to designate liquid assets it owns as segregated assets to the books of the broker and/or its custodian in an amount at least equal to its obligations to purchase the securities sold short. For financial statements purposes, this is reflected as an asset on the Fund’s Statement of Assets and Liabilities, and the settlement amount for securities sold short is reflected as a corresponding liability. The amount of the liability is marked to market to reflect the current value of the short position.

Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which the Fund previously sold the security short. Any loss will be increased by the amount of compensation, interest or dividends, and transaction costs the Fund must pay to a lender of the security. In addition, because the Fund’s loss on a short sale stems from increases in the value of the security sold short, the extent of such loss, like the price of the security sold short, is theoretically unlimited. By contrast, the Fund’s loss on a long position arises from decreases in the value of the security held by the Fund and therefore is limited by the fact that a security’s value cannot drop below zero. There were no short sales agreements outstanding at June 30, 2008.

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

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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, Money Market Fund, Goldman Sachs Short Duration Fund and PIMCO High Yield Fund declare dividends from net investment income daily, if any, and pay dividends monthly. Each of the remaining Funds in the Trust declare and pay dividends from net investment income, if any, at least 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.

Recently Issued Accounting Pronouncements

In March 2008, FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”), an amendment of FASB Statement No. 133, effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Funds invest in derivative instruments, the accounting treatment and the effect derivatives have on financial performance. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Funds’ financial statement disclosures.

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 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

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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. The Adviser, at its own cost, has retained Davis Selected Advisers, L.P., as subadviser for the Davis Venture Value Fund; Oppenheimer Funds, Inc., as subadviser for the Oppenheimer Main Street Small Cap Fund and the Oppenheimer Large Cap Core Fund and OFI Institutional Asset Management, Inc., an affiliate of OppenheimerFunds, Inc., as sub-subadviser to the Oppenheimer Large Cap Core Fund; Pyramis Global Advisors, LLC, as subadviser for the FI Large Cap Growth Fund; Wellington Management Company, LLP, as subadviser for the Blue Chip Mid Cap Fund; Lord, Abbett & Co. LLC, as subadviser for the Lord Abbett Growth & Income Fund, Goldman Sachs Asset Management, L.P., as subadviser for the Goldman Sachs Mid Cap Value Fund and the Goldman Sachs Short Duration Fund and Pacific Investment Management Company LLC, as subadviser for PIMCO High Yield Fund.

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

	Asset Level	Fee
Investment Grade Bond Fund	All	0.60%
Money Market Fund	All	0.50%
Global 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%
Oppenheimer Large Cap Core Fund	All	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%

Under the investment advisory and management agreements, the following four Funds pay a unified management fee to the Adviser on a monthly basis for its advisory and management services. Each fee is calculated based on a stated percentage of the Fund’s average daily net assets, as follows:

	Asset Level	Fee
Lord Abbett Growth & Income Fund	All	0.87%
Goldman Sachs Mid Cap Value Fund	All	1.05%
Goldman Sachs Short Duration Fund	All	0.65%
PIMCO High Yield Fund	All	0.75%

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Limitations

The Adviser has contractually agreed (until at least April 30, 2009) to reduce its advisory fee and to reimburse each Fund’s other operating expenses to reduce each Fund’s total annual operating expenses to:

	Contractual Expense Limitations
Fund	Initial Class		Service Class
Investment Grade Bond	0.75	%	1.00	%
Money Market	0.50	%	0.75	%
Global Real Estate	1.10	%	1.35	%
Davis Venture Value	0.90	%	1.15	%
Oppenheimer Main Street Small Cap	1.00	%	1.25	%
Oppenheimer Large Cap Core	0.90	%	1.15	%
FI Large Cap Growth	0.81	%	1.06	%
Blue Chip Mid Cap	1.00	%	1.25	%
Lord Abbett Growth & Income	0.87	%	1.12	%
Goldman Sachs Mid Cap Value	1.07	%	1.32	%
Goldman Sachs Short Duration	0.65	%	0.90	%
PIMCO High Yield	0.75	%	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:

	Six Months Ended June 30, 2008				Two-year period ended December 31, 2007
	Advisory Fees Waived		Expenses Reimbursed		Advisory Fees Waived		Expenses Reimbursed
Investment Grade Bond	$	103,444	$	—	$	319,719	$	—
Money Market		205,761		—		649,471		—
Global Real Estate		192,632		—		382,534		—
Davis Venture Value		99,912		—		293,419		—
Oppenheimer Main Street Small Cap		266,468		—		836,331		—
Oppenheimer Large Cap Core		43,083		23,809		158,692		103,542
FI Large Cap Growth		136,776		—		241,598		70,747
Blue Chip Mid Cap		92,229		—		264,353		—
Lord Abbett Growth & Income*		80		—		—		—
Goldman Sachs Mid Cap Value*		—		—		—		—
Goldman Sachs Short Duration*		675		—		—		—
PIMCO High Yield*		136		—		—		—

* For the period March 7, 2008 (Commencement of Operations) to June 30, 2008.

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

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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. Clarendon uses the service and distribution fees to compensate Sun Life U.S. and Sun Life (N.Y.) for services rendered in connection with maintenance and distribution of the variable contracts issued by Sun Life U.S. and Sun Life (N.Y.).

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 six months ended June 30, 2008 was $67,245, including out of pocket expenses. The Trust pays no compensation directly to its Trustees or officers who are affiliated with the Adviser, or its affiliates, all of whom receive remuneration for their services to the Trust from the Adviser, or its affiliates. Certain officers and Trustees of the Trust are officers and directors of the Adviser, Sun Life – US Ops Holdco or Sun Life Financial.

NOTE D — INVESTMENT TRANSACTIONS

Purchases and proceeds from sales and maturities of investments, excluding short-term securities for the six months ended June 30, 2008 were as follows:

Fund	Non- Government Purchases		Government Purchases		Non- Government Sales		Government Sales
Investment Grade Bond	$	11,172,160	$	4,309,414	$	8,479,046	$	5,701,917
Global Real Estate		137,994,702		—		133,320,580		—
Davis Venture Value		29,348,208		—		7,948,239		—
Oppenheimer Main Street Small Cap		156,611,556				128,029,997
Oppenheimer Large Cap Core		13,243,841		—		12,497,671		—
FI Large Cap Growth		97,056,989		—		105,413,535		—
Blue Chip Mid Cap		40,437,534		—		33,463,684		—
Lord Abbett Growth & Income*		3,495,566		—		660,455		—
Goldman Sachs Mid Cap Value*		7,017,951		—		1,729,895		—
Goldman Sachs Short Duration*		14,089,606		30,719,035		496,895		13,001,770
PIMCO High Yield*		7,283,356		—		2,421,657		—

* For the period March 7, 2008 (Commencement of Operations) to June 30, 2008.

For the period March 7, 2008 (Commencement of Operations) to June 30, 2008, PIMCO High Yield Fund had the following written covered option contracts:

	Number of Contracts	Premium Amount
Beginning of period	—		—
Written during the period	10	$	10,217
Expired during the period	—		—
Balance at end of period	10		10,217

Purchases and sales, including maturities, of short-term securities by the Money Market Fund for the six months ended June 30, 2008 were $496,149,558, and $486,570,519, respectively.

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The identified cost for federal income tax purposes of investments owned by each Fund and their respective gross unrealized appreciation and depreciation at June 30, 2008 were as follows:

	Identified Cost		Gross Unrealized					Net Unrealized Appreciation/ (Depreciation)
Fund			Appreciation		(Depreciation)
Investment Grade Bond	$	66,434,587	$	553,017	$	(3,836,978	)	$	(3,283,961	)
Money Market		142,590,445		—		—			—
Global Real Estate		265,602,179		6,862,999		(29,146,748	)		(22,283,749	)
Davis Venture Value		89,504,360		16,509,206		(9,081,582	)		7,427,624
Oppenheimer Main Street Small Cap		196,661,699		15,230,212		(23,106,980	)		(7,876,768	)
Oppenheimer Large Cap Core		12,590,078		371,259		(1,244,026	)		(872,767	)
FI Large Cap Growth		73,851,188		4,005,208		(4,661,858	)		(656,650	)
Blue Chip Mid Cap		86,024,523		11,204,088		(6,751,791	)		4,452,297
Lord Abbett Growth & Income		2,963,941		87,421		(272,789	)		(185,368	)
Goldman Mid Cap Value		5,530,180		239,771		(348,884	)		(109,113	)
Goldman Short Duration		40,522,128		86,385		(171,962	)		(85,577	)
PIMCO High Yield		5,525,458		19,227		(150,177	)		(130,950	)

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 Shares						Service Class Shares
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
INVESTMENT GRADE BOND FUND (shares)
Shares sold		126,635			674,859			583,045			1,850,733
Shares issued as reinvestment of distributions		113,121			237,130			76,399			91,424
Shares redeemed		(574,701	)		(1,318,890	)		(423,437	)		(246,506	)
Net increase (decrease) in shares outstanding		(334,945	)		(406,901	)		236,007			1,695,651
Beginning of period		4,290,605			4,697,506			2,665,199			969,548
End of period		3,955,660			4,290,605			2,901,206			2,665,199
INVESTMENT GRADE BOND FUND ($)
Net proceeds from sales	$	1,187,373		$	6,459,516		$	5,557,889		$	17,771,996
Net proceeds on reinvestment of distributions		1,060,616			2,262,235			721,274			876,468
Shares redeemed		(5,393,085	)		(12,555,013	)		(3,989,669	)		(2,358,710	)
Net increase (decrease) in net assets	$	(3,145,096	)	$	(3,833,262	)	$	2,289,494		$	16,289,754

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NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

	Initial Class Shares						Service Class Shares
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
MONEY MARKET FUND (shares)
Shares sold		29,679,510			69,244,541			12,528,027			500,709
Shares issued as reinvestment of distributions		1,810,966			6,083,067			52,472			68,280
Shares redeemed		(30,466,674	)		(66,380,014	)		(2,359,668	)		(103,682	)
Net increase (decrease) in shares outstanding		1,023,802			8,947,594			10,220,831			465,307
Beginning of period		129,113,141			120,165,547			1,739,691			1,274,384
End of period		130,136,943			129,113,141			11,960,522			1,739,691
MONEY MARKET FUND ($)
Net proceeds from sales	$	29,679,510		$	69,244,541		$	12,528,027		$	500,709
Net proceeds on reinvestment of distributions		1,810,966			6,083,067			52,472			68,280
Shares redeemed		(30,466,674	)		(66,380,014	)		(2,359,668	)		(103,682	)
Net increase (decrease) in net assets	$	1,023,802		$	8,947,594		$	10,220,831		$	465,307
GLOBAL REAL ESTATE FUND (shares)
Shares sold		72,217			684,637			489,581			3,895,525
Shares issued as reinvestment of distributions		—			731,377			—			952,570
Shares redeemed		(746,798	)		(1,548,876	)		(544,574	)		(122,564	)
Net increase (decrease) in shares outstanding		(674,581	)		(132,862	)		(54,993	)		4,725,531
Beginning of period		4,793,593			4,926,455			8,802,320			4,076,789
End of period		4,119,012			4,793,593			8,747,327			8,802,320
GLOBAL REAL ESTATE FUND ($)
Net proceeds from sales	$	1,309,861		$	15,105,931		$	9,726,242		$	92,337,279
Net proceeds on reinvestment of distributions		—			14,144,828			—			19,870,607
Shares redeemed		(13,631,089	)		(35,262,977	)		(10,500,934	)		(3,196,941	)
Net increase (decrease) in net assets	$	(12,321,228	)	$	(6,012,218	)	$	(774,692	)	$	109,010,945
DAVIS VENTURE VALUE FUND (shares)
Shares sold		100,336			352,493			2,508,879			2,055,246
Shares issued as reinvestment of distributions		—			23,987			—			5,391
Shares redeemed		(546,356	)		(1,168,496	)		(22,548	)		(23,367	)
Net increase (decrease) in shares outstanding		(446,020	)		(792,016	)		2,486,331			2,037,270
Beginning of period		3,873,852			4,665,868			2,039,355			2,085
End of period		3,427,832			3,873,852			4,525,686			2,039,355
DAVIS VENTURE VALUE FUND ($)
Net proceeds from sales	$	1,306,350		$	4,846,001		$	32,321,236		$	28,353,462
Net proceeds on reinvestment of distributions		—			323,114			—			72,502
Shares redeemed		(7,015,202	)		(15,976,603	)		(285,774	)		(329,269	)
Net increase (decrease) in net assets	$	(5,708,852	)	$	(10,807,488	)	$	32,035,462		$	28,096,695

136

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

	Initial Class Shares						Service Class Shares
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
OPPENHEIMER MAIN STREET SMALL CAP FUND (shares)
Shares sold		251,523			480,543			3,388,024			7,627,770
Shares issued as reinvestment of distributions		—			695,101			—			575,555
Shares redeemed		(762,305	)		(1,380,644	)		(342,277	)		(4,813	)
Net increase (decrease) in shares outstanding		(510,782	)		(205,000	)		3,045,747			8,198,512
Beginning of period		5,603,211			5,808,211			8,200,188			1,676
End of period		5,092,429			5,603,211			11,245,935			8,200,188
OPPENHEIMER MAIN STREET SMALL CAP FUND ($)
Net proceeds from sales	$	2,858,605		$	6,505,454		$	39,978,120		$	111,930,198
Net proceeds on reinvestment of distributions		—			9,223,990			—			7,562,789
Shares redeemed		(9,110,934	)		(20,829,036	)		(4,011,758	)		(70,875	)
Net increase (decrease) in net assets	$	(6,252,329	)	$	(5,099,592	)	$	35,966,362		$	119,422,112
OPPENHEIMER LARGE CAP CORE FUND (shares)
Shares sold		15,088			116,389			102,703			320,611
Shares issued as reinvestment of distributions		—			38,812			—			49,789
Shares redeemed		(46,827	)		(140,137	)		(45,330	)		(78,528	)
Net increase (decrease) in shares outstanding		(31,739	)		15,064			57,373			291,872
Beginning of period		514,993			499,929			707,907			416,035
End of period		483,254			514,993			765,280			707,907
OPPENHEIMER LARGE CAP CORE FUND ($)
Net proceeds from sales	$	150,519		$	1,443,134		$	1,018,359		$	4,067,128
Net proceeds on reinvestment of distributions		—			418,401			—			549,666
Shares redeemed		(460,649	)		(1,740,225	)		(459,008	)		(999,889	)
Net increase (decrease) in net assets	$	(310,130	)	$	121,310		$	559,351		$	3,616,905
FI LARGE CAP GROWTH FUND (shares)*
Shares sold		30,781			230,312			194,996			224,059
Subscriptions in-kind **		—			7,504,352			—			3,598,563
Shares issued as reinvestment of distributions		—			14,919			—			7,914
Shares redeemed		(738,986	)		(1,864,608	)		(430,470	)		(1,102,785	)
Net increase (decrease) in shares outstanding		(708,205	)		5,884,975			(235,474	)		2,727,751
Beginning of period		5,884,975			—			3,109,620			381,869
End of period		5,176,770			5,884,975			2,874,146			3,109,620

137

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

	Initial Class Shares						Service Class Shares
	Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007			Six Months Ended June 30, 2008 (Unaudited)			Year Ended December 31, 2007
FI LARGE CAP GROWTH FUND ($)*
Net proceeds from sales	$	289,684		$	2,407,392		$	1,840,643		$	2,324,019
Subscription-in-kind**		—			78,270,388			—			37,533,015
Net proceeds on reinvestment of distributions		—			157,990			—			83,653
Shares redeemed		(6,980,662	)		(19,517,679	)		(4,054,480	)		(11,648,984	)
Net increase (decrease) in net assets	$	(6,690,978	)	$	61,318,091		$	(2,213,837	)	$	28,291,703
BLUE CHIP MID CAP FUND (shares)***
Shares sold		164,650			229,932			1,003,807
Shares issued as reinvestment of distributions		—			940,595			—
Shares redeemed		(710,757	)		(1,380,043	)		(7,090	)
Net increase (decrease) in shares outstanding		(546,107	)		(209,516	)		996,717
Beginning of period		4,760,837			4,970,353			—
End of period		4,214,730			4,760,837			996,717
BLUE CHIP MID CAP FUND ($)***
Net proceeds from sales	$	2,687,805		$	4,709,517		$	17,422,232
Net proceeds on reinvestment of distributions		—			16,582,692			—
Shares redeemed		(12,050,971	)		(27,810,794	)		(122,540	)
Net increase (decrease) in net assets	$	(9,363,166	)	$	(6,518,585	)	$	17,299,692
LORD ABBETT GROWTH & INCOME FUND (shares)***
Shares sold		31,167						74,877
Shares issued as reinvestment of distributions		—						—
Shares redeemed		(2,898	)					(2,427	)
Net increase in shares outstanding		28,269						72,450
Beginning of period		100,000						100,000
End of period		128,269						172,450
LORD ABBETT GROWTH & INCOME FUND ($)***
Net proceeds from sales	$	316,565					$	770,945
Net proceeds on reinvestment of distributions		—						—
Shares redeemed		(27,612	)					(23,939	)
Net increase in net assets	$	288,953					$	747,006

138

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

	Initial Class Shares			Service Class Shares
	Six Months Ended June 30, 2008** (Unaudited)			Six Months Ended June 30, 2008** (Unaudited)
GOLDMAN SACHS MID CAP VALUE FUND (shares)***
Shares sold		90,220			170,863
Shares issued as reinvestment of distributions		—			—
Shares redeemed		(7,631	)		(39,885	)
Net increase in shares outstanding		82,589			130,978
Beginning of period		150,000			150,000
End of period		232,589			280,978
GOLDMAN SACHS MID CAP VALUE FUND ($)***
Net proceeds from sales	$	979,194		$	1,849,245
Net proceeds on reinvestment of distributions		—			—
Shares redeemed		(79,939	)		(429,352	)
Net increase in net assets	$	899,255		$	1,419,893
GOLDMAN SACHS SHORT DURATION FUND (shares)***
Shares sold		176,158			3,680,045
Shares issued as reinvestment of distributions		918			7,642
Shares redeemed		(16,077	)		(52,455	)
Net increase in shares outstanding		160,999			3,635,232
Beginning of period		200,000			200,000
End of period		360,999			3,835,232
GOLDMAN SACHS SHORT DURATION FUND ($)***
Net proceeds from sales	$	1,734,062		$	36,493,796
Net proceeds on reinvestment of distributions		9,091			75,516
Shares redeemed		(158,557	)		(517,017	)
Net increase in net assets	$	1,584,596		$	36,052,295

139

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

	Initial Class Shares		Service Class Shares
	Six Months Ended June 30, 2008 (Unaudited)		Six Months Ended June 30, 2008 (Unaudited)
PIMCO HIGH YIELD FUND (shares)***
Shares sold		—		251,359
Shares issued as reinvestment of distributions		2,826		5,052
Shares redeemed		—		(7,685	)
Net increase in shares outstanding		2,826		248,726
Beginning of period		150,000		150,000
End of period		152,826		398,726
PIMCO HIGH YIELD FUND ($)***
Net proceeds from sales	$	—	$	2,583,074
Net proceeds on reinvestment of distributions		28,991		51,705
Shares redeemed		—		(79,159	)
Net increase in net assets	$	28,991	$	2,555,620

* Initial Class Shares for the FI Large Cap Growth Fund commenced on April 7, 2007 and share activity presented is for the period April 2, 2007 to December 31, 2007.

** 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.

*** The Lord Abbett Growth & Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Short Duration Fund, PIMCO High Yield Fund and the Service Class for the Blue Chip Mid Cap Fund commenced operations on March 7, 2008 and share activity presented is for the period March 7, 2008 to June 30, 2008.

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 six months ended June 30, 2008, 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
Investment Grade Bond	$	—	$	—	—	%	$	437
Global Real Estate		—		—	—			1,684
Davis Venture Value.		—		—	—			506

140

NOTES TO FINANCIAL STATEMENTS
(Unaudited)(Continued) Sun Capital Advisers Trust

Fund	Maximum Loan		Average Daily Amount of Loan		Weighted Average Interest Rate		Commitment Fees
Oppenheimer Main Street Small Cap.	$	2,728,000	$	14,989	3.00	%	$	1,192
Oppenheimer Large Cap Core		—		—	—			80
FI Large Cap Growth		1,696,000		20,857	3.89			508
Blue Chip Mid Cap		154,000		3,385	4.69			507
Lord Abbett Growth & Income		—		—	—			14
Goldman Sachs Mid Cap Value		—		—	—			21
Goldman Sachs Short Duration		—		—	—			72
PIMCO High Yield		—		—	—			24

As of June 30, 2008, only Oppenheimer Main Street Small Cap Fund had outstanding borrowings in the amount of $2,728,000 under this Agreement.

NOTE G — INDEMNIFICATION

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of 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.

141

OTHER INFORMATION (Unaudited)

PROXY VOTING POLICIES AND PROCEDURES AND VOTING RECORDS

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.

ADVISORY CONTRACT APPROVALS

SC Lord Abbett Growth and Income Fund

SC Goldman Sachs Mid Cap Value Fund

SC Goldman Sachs Short Duration Fund

SC PIMCO High Yield Fund

Factors Considered by the Board of Trustees (the “Board” or “Trustees”) in Approving each Fund’s Investment Advisory Agreements.

The Funds’ Board approved the initial investment advisory and management agreement and sub-advisory agreement for each Fund listed above (each, a “Fund” and, collectively, the “Funds”) at a meeting held in May 2007. In terms of the process that the Trustees followed prior to approving each investment advisory and management agreement and each sub-advisory agreement (together, the “investment advisory agreements”), shareholders should know that:

* At present and throughout the approval process, all but one of the Funds’ Trustees, including the Board’s chairman, have been and continue to be independent of Sun Capital Advisers LLC (“Sun Capital”), each subadviser, and their respective affiliates (“Independent Trustees”).

* In connection with reviewing the Funds’ investment advisory agreements, the Independent Trustees met on multiple occasions to discuss and consider the proposed arrangements, and were advised by, and met privately with, their independent legal counsel.

* The Board engaged in a thorough review of each Fund’s investment advisory agreements. In this connection, the Board reviewed a wide range of materials furnished by Sun Capital and each subadviser prior to reaching these decisions.

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

In determining to approve each Fund’s investment advisory agreements, the Board considered all factors that it believed relevant to the interests of the Fund and the variable contract owners funding insurance company separate accounts investing in the Fund, including but not limited to:

• Fees and expenses. The investment advisory and investment sub-advisory fee schedules for each Fund, including (i) comparative information provided by Lipper Inc. (“Lipper”), an independent provider of investment company data, regarding investment advisory and sub-advisory fee rates paid to other advisers by

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OTHER INFORMATION (Unaudited) (Continued)

similar funds; and (ii) as applicable, fee rates to be paid to Sun Capital 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. The Board also determined that, because Sun Capital is obligated to provide a broader range of services and to bear additional categories of expenses in return for the “unitary” investment management fee it will receive under each Fund’s investment advisory agreements than would be the case under a typical investment advisory agreement, it was most appropriate to examine and compare each Fund’s total operating expense ratio relative to the total operating expense ratios of other similar funds. The Board also noted that the investment sub-advisory fees paid to each Fund’s subadviser are paid by Sun Capital out of its fee, not by the Fund. Taking into account the foregoing, the Board concluded that the fee schedules for each Fund represent reasonable compensation in light of the nature, extent and quality of the investment services expected to be provided to each such Fund.

• Economies of scale. Given the uncertainty regarding each Fund’s size and related operating costs, the Board deferred its evaluation of economies of scale to a future date.

• Profitability; Other benefits to Sun Capital. Because the Funds had not yet commenced operations, no information regarding Sun Capital’s costs and profits from providing investment advisory services to the Funds could be considered by the Board. The Board did review and consider the fees to be paid to and services to be provided by Sun Capital and its affiliates to each Fund for non-advisory services, such as distribution (including fees paid pursuant to Rule 12b-1 plans). The Board also considered other potential benefits to Sun Capital and its affiliates from their relationships with the Funds, including the role of the Funds in supporting the variable products sponsored by Sun Life Financial Inc., which indirectly wholly-owns Sun Capital. The Board also considered the entrepreneurial risk associated with launching new funds.

• Investment performance. Because the Funds had not yet commenced operations, no information relating to the Funds’ past performance could be considered by the Board. The Board did consider Sun Capital’s experience with overseeing the management of other funds, and each subadviser’s experience with managing other similar funds and/or accounts.

• Nature, quality and extent of services. The Board considered, among other things, Sun Capital’s and each subadviser’s personnel (including in particular those personnel with responsibilities for providing services to the Funds), resources, policies and investment processes. The Board also considered Sun Capital’s representation that it was satisfied with the resources, compliance program and level of commitment expected to be put forth by each subadviser and its recommendation that each sub-advisory agreement be approved. The Board also considered the terms of the investment advisory agreements, including the broader scope of services and expenses to be provided and assumed under the investment advisory agreements as compared to typical investment advisory agreements. The Board concluded that the quality and range of services expected to be provided by Sun Capital and each subadviser should benefit each Fund and the variable contract owners funding insurance company separate accounts investing in the Fund.

• Brokerage practices. The Board considered the practices of Sun Capital 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 Sun Capital and each subadviser. The Board indicated that it would 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.

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

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OTHER INFORMATION (Unaudited) (Continued)

After due consideration of these and other factors that it considered relevant, the Board determined to approve each Fund’s investment advisory and management agreement and investment sub-advisory agreement, and concluded that the approval of such agreements was in the best interest of each Fund and the variable contract owners funding insurance company separate accounts investing in the Fund.

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 investment advisory agreements.

SC Oppenheimer Large Cap Core Fund (the “Fund”)

Factors Considered by the Board of Trustees in Approving the Fund’s Sub-Advisory and Sub-Sub-Advisory Agreements.

The Fund’s Board approved the Fund’s initial sub-advisory agreement with OppenheimerFunds, Inc. and its initial sub-sub-advisory agreement with OFI Institutional Asset Management, Inc. (together with OppenheimerFunds, Inc., the “subadvisers”) at meetings held in February 2008. The appointment of the subadvisers had been proposed by Sun Capital as part of a broader set of proposals intended to improve Fund performance and attract additional assets. In order to address these issues, Sun Capital recommended that the Fund’s investment strategy be changed from an “all capitalization” strategy to a “large cap core” strategy, and that the Fund retain a subadviser with appropriate expertise and experience to implement such strategy. Previously, the Fund had been managed directly by Sun Capital.

In terms of the process that the Trustees followed prior to approving the sub-advisory and sub-sub-advisory agreements (together, the “sub-advisory agreements”), shareholders should know that:

* At present and throughout the approval process, all but one of the Fund’s Trustees, including the Board’s chairman, have been and continue to be Independent Trustees, independent of Sun Capital, each subadviser, and their respective affiliates.

* In connection with reviewing the Fund’s sub-advisory agreements, the Independent Trustees met on multiple occasions to discuss and consider the proposed arrangements, and were advised by, and met privately with, their independent legal counsel.

* The Board engaged in a thorough review of the Fund’s sub-advisory agreements. In this connection, the Board reviewed a wide range of materials furnished by Sun Capital and the subadvisers prior to reaching its decisions.

In determining to approve the Fund’s sub-advisory agreements, the Board considered all factors that it believed relevant to the interests of the Fund and the variable contract owners funding insurance company separate accounts investing in the Fund, including but not limited to:

• Fees and expenses. The proposed investment sub-advisory fee schedules for the Fund, including (i) comparative information provided by Lipper regarding investment advisory and sub-advisory fee rates paid to other advisers by similar funds; and (ii) fee rates to be paid to the subadviser by the 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. The Board noted that the investment sub-advisory fees paid to the subadviser are paid by Sun Capital out of its investment advisory fee (and that the sub-sub-advisory fees are paid by the subadviser out of its sub-advisory fee), not by the Fund. Taking into account the foregoing, the Board concluded that the proposed sub-advisory fee schedules represented reasonable compensation in light of the nature, extent and quality of the investment services expected to be provided to the Fund.

144

OTHER INFORMATION (Unaudited) (Continued)

• Economies of scale. The Board observed that the proposed sub-advisory fees contain breakpoints. The Board considered that while the Fund’s current investment advisory fee schedule does not contain breakpoints, Sun Capital had committed to consider breakpoints to the extent the Fund’s assets under management increase to more substantial, scaleable levels in the future. The Board concluded that the Fund’s fee schedule represents an appropriate sharing between the Fund, Sun Capital and the subadvisers of such economies of scale as may exist in the management of the Fund at current asset levels.

• Profitability; Other benefits to Sun Capital. The Board observed that Sun Capital had reported that it was operating the Fund at a net loss during the Board’s 2007 contract review, and would consider updated information later in 2008 in connection with its 2008 contract review. In analyzing Sun Capital’s and its affiliates’ costs and profits in connection with its annual contract review, the Board also reviews and considers the fees paid to and services provided by Sun Capital and its affiliates to the Fund for non-advisory services, such as distribution (including fees paid pursuant to Rule 12b-1 plans). The Board also considers other benefits to Sun Capital and its affiliates from their relationships with the Fund, including the role of the Fund in supporting the variable products sponsored by Sun Capital’s parent company, Sun Life Financial Inc..

• Performance. The Board considered the investment performance of the Fund, both absolute and relative to various benchmarks and industry peer groups, including comparative information provided by Lipper regarding the Fund’s performance relative to other similar funds. The Board observed that the Fund had underperformed its benchmark and peer group averages during recent periods. Because the subadvisers had not yet taken responsibility for the day-to-day management of the Fund’s assets, and the Fund would be managed pursuant to a different investment strategy, information regarding the Fund’s past performance was considered for the limited purpose of concluding that changes to the Fund’s strategy were appropriate. The Board also considered the subadvisers’ experience and track record managing other similar funds and/or accounts.

• Nature, quality and extent of services. The Board considered, among other things, the subadvisers’ personnel (including in particular those personnel with responsibilities for providing services to the Fund), resources, policies and investment processes. In addition to meeting with representatives of the subadvisers, the Board also considered, among other things, Sun Capital’s representation that it was satisfied with the resources, compliance program and level of commitment expected to be put forth by the subadvisers and its recommendation that the sub-advisory agreements be approved. The Board considered that the types of services to be provided under the sub-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 expect to be provided by the subadvisers should benefit the Fund and the variable contract owners funding insurance company separate accounts invested in the Fund.

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

• Compliance. The Board considered the subadvisers’ commitment to and record of compliance, including their written compliance policies and procedures. The Board also considered Sun Capital’s continued commitment of attention and resources to subadviser oversight and other compliance functions relevant to the Fund’s operations.

As part of its deliberations, the Board also took into account certain information that it received in connection with its 2007 contract renewal process. After due consideration of these and other factors that it considered relevant, the Board determined to approve the sub-advisory agreements, and concluded that the approval of such agreements was in the best interest of the Fund and the variable contract owners funding insurance company separate accounts invested in the Fund.

145

OTHER INFORMATION (Unaudited) (Continued)

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 sub-advisory agreements.

SC WMC Large Cap Growth Fund (the “Fund”)

Factors Considered by the Board of Trustees in Approving the Fund’s Sub-Advisory Agreement

At meetings held in May 2008, the Fund’s Board approved the Fund’s initial sub-advisory agreement with Wellington Management Company, LLP (“Wellington” or the “subadviser”), effective as of August 1, 2008. The appointment of Wellington had been proposed by Sun Capital as part of an effort to improve Fund performance. In order to address the Fund’s performance issues, Sun Capital conducted a review of investment management firms with expertise in managing assets in a “large cap growth” strategy. Following this review, Sun Capital recommended that the Board terminate the Fund’s sub-advisory agreement with Pyramis Global Advisors, LLC, and retain Wellington as the Fund’s new subadviser.

In terms of the process that the Trustees followed prior to approving the new sub-advisory agreement with Wellington (the “sub-advisory agreement”), shareholders should know that:

* At present and throughout the approval process, all but one of the Fund’s Trustees, including the Board’s chairman, have been and continue to be Independent Trustees, independent of Sun Capital, the subadviser, and their respective affiliates.

* In connection with reviewing the Fund’s sub-advisory agreement, the Independent Trustees met on multiple occasions to discuss and consider the proposed arrangements, and were advised by, and met privately with, their independent legal counsel.

* The Board engaged in a thorough review of the Fund’s sub-advisory agreement. In this connection, the Board reviewed a wide range of materials furnished by Sun Capital and Wellington prior to reaching its decisions.

In determining to approve the Fund’s sub-advisory agreement, the Board considered all factors that it believed relevant to the interests of Fund and the variable contract owners funding insurance company separate accounts invested in the Fund, including but not limited to:

• Fees and expenses. The proposed investment sub-advisory fee schedule for the Fund, including (i) comparative information provided by Lipper regarding investment advisory and sub-advisory fee rates paid to other advisers by similar funds; and (ii) fee rates to be paid to the subadviser by the Fund relative to those paid by similar funds and institutional accounts advised by such firm. The Board gave a lesser weight to fees paid by similar institutional accounts advised by the subadviser, in light of the material differences in the scope of services typically provided to mutual funds relative to institutional accounts. The Board noted that the sub-advisory fees paid to the subadviser will be paid by Sun Capital out of its investment advisory fee, not by the Fund. Taking into account the foregoing, the Board concluded that the proposed sub-advisory fee schedule represented reasonable compensation in light of the nature, extent and quality of the investment services expected to be provided to the Fund.

• Economies of scale. The Board observed that the Fund’s investment advisory and proposed sub-advisory fee schedules contain breakpoints and, accordingly, reflect the potential to share economies of scale. The Board concluded that the Fund’s fee schedules represent an appropriate sharing between the Fund, Sun Capital and Wellington of such economies of scale as may exist in the management of the Fund at current asset levels.

• Profitability; Other benefits to Sun Capital. The Board reviewed Sun Capital’s profitability from managing the Fund in connection with its 2007 contract review and will review updated information later in 2008 in connection with its 2008 contract review. In analyzing Sun Capital’s and its affiliates’ costs and profits in

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OTHER INFORMATION (Unaudited) (Continued)

connection with its annual contract review, the Board also reviews and considers the fees paid to and services provided by Sun Capital and its affiliates to the Fund for non-advisory services, such as distribution (including fees paid pursuant to Rule 12b-1 plans). The Board also considers other benefits to Sun Capital and its affiliates from their relationships with the Fund, including the role of the Fund in supporting the variable products sponsored by Sun Capital’s parent company, Sun Life Financial Inc..

• Performance. The Board considered the investment performance of the Fund, both absolute and relative to various benchmarks and industry peer groups, including comparative information provided by Lipper regarding the Fund’s performance relative to other similar funds. The Board observed that the Fund had underperformed its benchmark and peer group averages during recent periods. Because Wellington had not yet taken responsibility for the day-to-day management of the Fund’s assets, information regarding the Fund’s past performance was considered for the limited purpose of concluding that changes to the Fund’s strategy were appropriate. The Board also considered Wellington’s experience and track record managing other similar funds and/or accounts.

• Nature, quality and extent of services. The Board considered, among other things, the subadviser’s personnel (including in particular those personnel with responsibilities for providing services to the Fund), resources, policies and investment processes. In addition to meeting with representatives of the subadviser, the Board also considered, among other things, Sun Capital’s representation that it was satisfied with the resources, compliance program and level of commitment expected to be put forth by the subadviser and its recommendation that the sub-advisory agreement be approved. The Board considered that the types of services to be provided under the sub-advisory agreement were comparable to those typically found in agreements of such type. In this regard, the Board concluded that the quality and range of services expect to be provided by the subadviser should benefit the Fund and the variable contract owners funding insurance company separate accounts invested in the Fund.

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

• Compliance. The Board considered the subadviser’s commitment to and record of compliance, including its written compliance policies and procedures. The Board also considered Sun Capital’s continued commitment of attention and resources to subadviser oversight and other compliance functions relevant to the Fund’s operations.

As part of its deliberations, the Board also took into account certain information that it received in connection with its 2007 contract renewal process. After due consideration of these and other factors that it considered relevant, the Board determined to approve the sub-advisory agreement, and concluded that the approval of such agreement was in the best interest of the Fund and the variable contract owners funding insurance company separate accounts invested in the Fund.

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 sub-advisory agreements.

147

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.

Not applicable to semi-annual report

Item 3. Audit Committee Financial Expert.

Not applicable to semi-annual report

Item 4. Principal Accountant Fees and Services.

Not applicable to semi-annual report

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)	Not applicable to semi-annual report.
(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.
(a)	(3)	Not applicable.
(b)		The certification required by Section 906 of the Sarbanes-Oxley Act of 2002 is 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: August 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: August 25, 2008

By (Signature and Title)*	/s/    JAMES F. ALBAN
	James F. Alban, Treasurer
	(Chief Financial Officer)

Date: August 25, 2008

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