MFS Variable Insurance Trust Iii N-CSR Certified annual shareholder report (management investment company)

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: (781) 237-6030

Date of fiscal year end: December 31

Date of reporting period: December 31, 2006

Item 1. Reports to Stockholders.

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

SUN CAPITAL ADVISERS TRUST^®

Annual Report December 31, 2006

Sun Capital^® All Cap Fund

Sun Capital Investment Grade Bond Fund^®

Sun Capital Money Market Fund^®

Sun Capital Real Estate Fund^®

SC^SM Davis Venture Value Fund

SC^SM Oppenheimer Main Street Small Cap Fund

SC^SM FI Large Cap Growth Fund

SC^SM Blue Chip Mid Cap Fund

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

MANAGEMENT’S DISCUSSION & ANALYSIS

ALL CAP FUND

Throughout 2006, the Fund continued to be weighted towards economically sensitive stocks, a strategy we have kept in place since 2003. We have maintained a bias towards large capitalization stocks, ending the quarter with a roughly 76% weighting in large caps, 14% in mid caps, and 10% in small caps. During the fourth quarter the large cap weighting decreased approximately 700 basis points while the mid cap and small cap weightings increased by 600 basis points and 100 basis points, respectively. The weighting changes between large, mid, and small cap holdings was due to better valuation opportunities found in the mid cap and small cap sectors.

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

Overall, the All Cap Fund has maintained a diversified portfolio roughly aligned with S&P 500 Index sector weightings. Specifically, valuation metrics as of December 31 show the portfolio trading at 1.63 times sales vs. 2.00 times for the S&P 500 index, a price to book of 1.8 vs. 2.8, and a price to cash flow of 12.3 vs. 11.3, respectively. The portfolio’s dividend yield was 1.7% versus 1.7% for the S&P 500 Index, and debt to capitalization ratio was 35% vs. 32% for the S&P 500 Index.

1

ALL CAP FUND

TOP TEN EQUITY HOLDINGS At December 31, 2006 INDUSTRY WEIGHTINGS At December 31, 2006

	% of Net Assets
General Electric Co.	4.2	%
MRV Communications, Inc.	3.7
Ciena Corp.	3.2
Verizon Communications, Inc.	3.0
Exxon Mobil Corp.	2.9
Redback Networks, Inc.	2.7
Finisar Corp.	2.6
Omnicare, Inc.	2.4
Citigroup, Inc.	2.3
JPMorgan Chase & Co.	2.1

	% of Net Assets
Communications Equipment	13.5	%
Oil, Gas & Consumable Fuels	7.3
Diversified Financial Services	6.4
Pharmaceuticals	6.1
Industrial Conglomerates	5.8
Software	4.2
Health Care Provider & Services	4.1
Media	4.1
Insurance	3.8
Aerospace & Defense	3.7
Computer & Peripherals	3.7
Commercial Banks	3.2
Diversified Telecommunication Services	3.0
Beverages	2.7
Capital Markets	2.6
Leisure Equipment & Products	2.2
Electric Utilities	1.7
Hotels Restaurants & Leisure	1.5
Consumer Finance	1.3
Food & Staples Retailing	1.3
Tobacco	1.2
Short Term Investments	1.1
Chemicals	1.0
Health Care Equipment & Supplies	1.0
Health Care Technology	1.0
Household Products	1.0
Biotechnology	0.9
Electrical Equipment	0.9
Internet Software & Services	0.9
Metals & Mining	0.9
Multiline Retail	0.9
REITS	0.9
Semiconductors & Semiconductor Equipment	0.9
Specialty Retail	0.9
Thrift & Mortgage Finance	0.9
Air Freight & Logistics	0.8
Multi-Utilities	0.8
Paper & Forest Products	0.8
Machinery	0.5
Personal Products	0.4
Other assets less liabilities	0.1
	100.0	%

2

ALL CAP FUND

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

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

3

ALL CAP FUND

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years	Life of Fund***
All Cap Fund	20.07	%	12.80	%	N/A	11.44	%
S&P 500 Index*	15.79	%	10.45	%	N/A	8.02	%
Service Class Shares
All Cap Fund	19.78	%	N/A		N/A	10.64	%
S&P 500 Index*	15.79	%	N/A		N/A	10.06	%

*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 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 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 All Cap Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from May 1, 2002 (commencement of operations) to December 31, 2006. Service Class Shares for the period from February 1, 2004 (commencement of operations) to December 31, 2006.

4

MANAGEMENT’S DISCUSSION & ANALYSIS

INVESTMENT GRADE BOND FUND

Performance for 2006 was positively impacted by an overweight to the credit sector, particularly below investment grade and BBB rated securities as market participants embraced higher yielding instruments. The Fund’s duration, which was generally short that of the Index, positively affected results.

Mortgage-backed securities (MBS) comprised 33.9% of the portfolio at December 31, 2006, while 41.3% of fund assets were allocated to the credit sector. The portfolio retained 8.4% commercial mortgages-backed securities (CMBS), 6.2% US Treasuries, almost 4.4% US Agencies and 1.3% asset-backed securities (ABS).

After 17 straight 25 basis point (bp) increases which raised the overnight lending rate from 1%, the Federal Reserve left the overnight lending rate unchanged at the last four meetings of the Federal Open Market Committee (FOMC) in 2006. During 2006, the Fed Funds rate increased from 4.50%, to its current 5.25%. During 2006, the 10-year US Treasury increased by 34bp to 4.70%, while the 2-year jumped by 48bp to 4.81%. A Treasury curve inversion persisted at year-end 2006 as the Federal Funds rate was 55bp higher than the 10-year US Treasury.

With 3^rd quarter GDP being reported as 2%, the economy has slowed from its Q1 2006 and Q2 2006 growth rates of 5.6% and 2.6%, respectively. The slowdown in the housing sector, and to a lesser extent manufacturing, especially autos, were the primary drivers behind the anemic Q3 2006 growth figure. Despite the housing slowdown, to date, other sectors of the economy have not been as affected as once feared, specifically the consumer. With the employment picture remaining solid and energy prices having receded from their highs, data related to consumer spending has remained acceptable, dispelling the notion that declining home prices would remove a feeling of wealth and subsequently the penchant to spend. In addition, recent consumer confidence readings have also surprised on the upside, perhaps as a result of the recent strong performance of the equity markets.

While inflation levels remain elevated according to the Fed, expectations are for a “moderation over time”. The housing market is, according to a Fed release, undergoing a “substantial cooling”. However, spillover affects from housing have not been felt in other areas of the economy as the consumer remains vibrant according to recent measures. The manufacturing sector has also slowed from a relatively vibrant pace but appears to be on solid footing. In addition, manufacturing is continuing to become less relevant to the services-led economy on the United States. The Fed believes that the economy is “likely to expand at a moderate pace”.

Spread sectors continue to offer upside opportunity when compared to US Treasuries. The credit sector benefits from very strong supply/demand technicals, including heavy foreign buying. At the end of 1995, insurance companies held approximately 34% of the outstanding corporate securities while foreign buyers owned about 16%. Currently, insurance companies own about 25%, while foreign entities report owning 28%. Notwithstanding a weaker US Dollar, it is not expected that foreign buyers curtail their buying of US corporate credit. While shareholding enhancing activities remain a concern, especially LBOs, many new corporate bonds contain provisions that allow the bondholder the right to sell or “put” the bond back to the issuer at par or higher should an LBO occur. Away from LBOs, company credit fundamentals appear very solid after years of repair. Some minor deterioration is to be expected. Defaults, which may move up from historically low levels should continue to remain well below long term norms. MBS and CMBS securities retain attractive risk adjusted valuations and will continue to be a focus. Portfolio duration, given our interest rate outlook, will remain matched to slightly long the benchmark duration.

5

INVESTMENT GRADE BOND FUND

TOP TEN BOND ISSUERS At December 31, 2006 PORTFOLIO COMPOSITION At December 31, 2006

	% of Net Assets
Federal National Mortgage Association	25.6	%
Federal Home Loan Mortgage	11.2
U.S. Treasury Notes	6.4
Government National Mortgage Association	2.2
Commercial Net Lease Realty	2.1
Ford Motor Credit Co.	1.8
GMAC Commercial Mortgage Securities, Inc.	1.8
Allegheny Energy Supply Co. LLC	1.5
Capital One Capital III	1.5
Peco Energy Transition Trust	1.4

	% of Net Assets
U.S. Government Agency Obligations	45.7	%
Corporate Debt Obligations	42.5
Commercial Mortgage Backed Securities	8.7
Short Term Investments	4.5
Asset Backed Securities	1.4
Liabilities in excess of other assets	(2.8	)
	100.0	%

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

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

6

INVESTMENT GRADE BOND FUND

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Investment Grade Bond Fund	5.39	%	4.57	%	5.70	%	5.54	%
Lehman Brothers Aggregate Bond Index*	4.33	%	3.70	%	5.06	%	5.47	%
Service Class Shares
Investment Grade Bond Fund	5.13	%	N/A		N/A		4.07	%
Lehman Brothers Aggregate Bond Index*	4.33	%	N/A		N/A		3.52	%

*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 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 Investment Grade Bond Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from December 7, 1998 (commencement of operations) to December 31, 2006. Service Class Shares for the period from February 1, 2004 (commencement of operations) to December 31, 2006.

7

MANAGEMENT’S DISCUSSION & ANALYSIS

MONEY MARKET FUND

At December 31, 2006, the Fund had net assets of $121.4 million, compared to $110.9 million a year earlier. The Fund had a seven-day yield of 4.75% and an average maturity of 40 days. The portfolio was primarily invested in highly rated commercial paper.

The Federal Open Market Committee (FOMC) of the Federal Reserve Board started the year with the Federal Funds rate at 4.25%. The Fed increased rates at its first four meetings by 25 basis points at each meeting before pausing in June at 5.25%, where it ended the year.

The minutes of the FOMC December 12^th meeting were released on January 3^rd of 2007. The minutes indicated that the Governors believe the biggest risk to the economy continues to be the current elevated level of inflation. However, the lower energy costs, effects of prior interest rate increases and a cooling housing market will continue to impede further inflationary pressures. Policy change will be dependent on the strength of economic growth versus inflation in the upcoming months.

Three-month Treasury bills started the year at the low of 4.08%. Rates began to increase with the four consecutive rate hikes and Treasury bills reached their high on July 25, 2006 at 5.13% and ended the year at 5.01%. The spread on 90-day commercial paper over Treasury bills fluctuated between 16 and 57 basis points during the year.

With the FOMC most likely on hold for at least the first quarter of 2007, it is our current strategy to maintain an average maturity that reflects a neutral Fed. We will continue to invest in a diversified portfolio of high quality instruments.

TOP TEN ISSUERS At December 31, 2006 PORTFOLIO COMPOSITION At December 31, 2006

	% of Net Assets
FCAR Owner Trust	4.2	%
Canada (Govt of)	4.1
Merrill Lynch & Co., Inc.	4.1
Societe Generale North America	4.1
International Business Machines Corp. (IBM)	4.1
Province of British Columbia	4.1
AT&T, Inc.	4.0
Barclays U.S. Funding	4.0
Harley Davidson	4.0
Morgan Stanley Dean Witter	4.0

	% of Net Assets
Commercial Paper	97.6	%
Mutual Funds	2.3
Other assets less liabilities	0.1
	100.0	%

8

MONEY MARKET FUND

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

9

MONEY MARKET FUND

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Money Market Fund	4.59	%	2.68	%	1.94	%	2.98	%
Merrill Lynch 3-month U.S. Treasury Bill Index*	4.82	%	3.06	%	2.42	%	3.44	%
Service Class Shares
Money Market Fund	4.33	%	N/A		N/A		3.71	%
Merrill Lynch 3-month U.S. Treasury Bill Index*	4.82	%	N/A		N/A		4.23	%

*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 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 Money Market Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from December 7, 1998 (commencement of operations) to December 31, 2006. Service Class Shares for the period from April 25, 2005 (commencement of operations) to December 31, 2006.

10

MANAGEMENT’S DISCUSSION & ANALYSIS

REAL ESTATE FUND

The best performing stocks in the portfolio during the last twelve months were SL Green Reality Corp., Medical Properties Trust, Inc., Equity Office Properties Trust, AvalonBay Communities, Inc., and Vornado Realty Trust. The worst performing stocks during the last twelve months were Pennsylvania Real Estate Investment, New York Community Bancorp, Inc., Alexandria Real Estate Equities, Inc., CapitalSource, Inc. and Eastgroup Properties, Inc.

For the last twelve months, the MSCI US REIT Index was up 35.92%, outperforming the Dow Jones Industrial Average, the S&P 500 Index, and the NASDAQ Composite Index which were up 19.03%, 15.79%, and 10.38%, respectively.

Real estate fundamentals are very good at the moment, and there is no indication that fundamentals will take a turn for the worse. Therefore, with earnings at or near their peak for many of the REIT property types, it seems odd that valuation multiples are also at peak levels. In other words, after outperforming every major market index each year for the past seven years, and with fundamentals as good as they have ever been, investors are expecting the good times continue. If that were not the case, valuation multiples would be below average, indicating that earnings were decelerating, or even going down.

The nature of real estate ownership dictates that fundamentals rarely break down overnight due to the presence of leases. Therefore, dedicated real estate investors have the luxury (or burden) of being able to monitor trends like job growth, interest rates, and development starts, that often can signal a reversal of fortunes. For the time being all indications are that nothing is changing, other than some scattered reports of new developments appearing on the drawing board. The large amount of acquisitions and go-private transactions in the REIT universe in 2006 eliminated a number of viable investment alternatives in the lodging, apartment, retail, and office sectors, but also created opportunities for some not widely held U.S. REITs and international REITs to expand their equity market capitalizations. If the strong performance in fourth quarter of 2006 was any indication, health care REITs could be one of the property types that is gaining investor acceptance. The Fund is currently meaningfully underweight residential, and has built a large weighting in health care REITs, which are within the specialty property type of the benchmark.

The average dividend yield for the MSCI U.S. REIT Index was 3.6% at the end of the 4th quarter 2006. The Fund finished the quarter with an average dividend yield of 3.9%. The average equity market capitalization for the Fund was $8.34 billion, compared to $3.65 billion for the MSCI U.S.REIT Index.

TOP TEN REIT HOLDINGS At December 31, 2006 SECTOR WEIGHTINGS At December 31, 2006

	% of Net Assets
Simon Property Group, Inc.	4.6	%
Ventas, Inc.	4.6
SL Green Reality Corp.	4.4
Macerich Co.	4.2
Medical Properties Trust, Inc.	4.0
Equity Office Properties Trust	4.0
Archstone-Smith Trust	4.0
BRE Properties, Inc.	3.8
Highwoods Properties, Inc.	3.5
Alexandria Real Estate Equities, Inc.	3.5

	% of Net Assets
Office	15.5	%
Regional Malls	14.0
Apartments	13.2
Health Care Equipment & Services	10.6
Diversified	10.2
Shopping Centers	9.3
Hotel & Restaurants	6.8
Warehouse & Industrial	5.8
Banks	3.2
Financial Services	3.0
Storage	2.8
Short-Term Investments	2.7
Mortgage	2.7
Other assets less liabilities	0.2
	100.0	%

11

REAL ESTATE FUND

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

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

12

REAL ESTATE FUND

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Real Estate Fund	38.96	%	26.66	%	23.51	%	18.93	%
MSCI US REIT Index*	35.92	%	26.08	%	23.22	%	18.01	%
Service Class Shares
Real Estate Fund	38.64	%	N/A		N/A		25.45	%
MSCI US REIT Index*	35.92	%	N/A		N/A		25.06	%

*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. The MSCI U.S. REIT Index is a total-return index composed of the most actively traded real estate investment trusts and is designed to be a measure of real estate equity performance.

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

***Initial Class Shares for the period from December 7, 1998 (commencement of operations) to December 31, 2006. Service Class Shares for the period from February 1, 2004 (commencement of operations) to December 31, 2006.

13

MANAGEMENT’S DISCUSSION & ANALYSIS

DAVIS VENTURE VALUE FUND (subadvised by Davis Advisors)

During the twelve-month period ended December 31, 2006, the stock market, as measured by the Standard & Poor’s 500 Index, increased by 15.79%. U.S. economic activity, as measured by the gross domestic product (“GDP”), increased by 1.8% in the last calendar quarter of 2005 and between 2.2% and 5.6% over each of the first three calendar quarters of 2006. Interest rates, as measured by the 10-year Treasury bond, began 2006 a little above 4.4%, peaked in June at about 5.1%, and ended the year just below 4.6%.

Consumer discretionary companies were the most important contributors to the Fund’s performance over the twelve-month period. The Fund benefited from careful stock selection in this sector as the Fund’s consumer discretionary companies out-performed consumer discretionary companies included in the Index. Comcast and Harley-Davidson were among the top contributors to performance. Apollo Group (purchased in March 2006) and H&R Block were among the top detractors from performance.

Diversified financial and consumer staple companies also made important contributions to performance. Two diversified financial companies, JPMorgan Chase and American Express, and one consumer staples company, Altria, were among the top contributors to performance. One consumer staples company, Hershey Foods, was among the top detractors from performance.

The Fund’s largest investment was in insurance companies. While insurance companies made a positive contribution to performance, they under-performed the Index. Berkshire Hathaway and Loews were among the top contributors to performance. Progressive and Transatlantic Holdings were among the top detractors from performance.

The Fund’s investments in telecommunication service and energy companies also contributed to the Fund under-performing the Index over the twelve-month period. Telecommunication service companies were the strongest performing sector of the Index, but the telecommunication service companies owned by the Fund did not perform as well. While energy companies made positive contributions to the Fund’s performance, they also under-performed the Index. One energy company, ConocoPhillips, was among the top contributors to performance. One telecommunications company, Sprint Nextel (purchased in March 2006), and one energy company, EOG Resources, were among the top detractors from performance.

The Fund had approximately 6% of its assets invested in foreign companies at December 31, 2006. As a group, the foreign companies owned by the Fund out-performed the S&P 500 Index over the twelve-month period. Consistent with our low-turnover strategy, only two companies dropped out of the Fund’s top 13 holdings, Progressive and Golden West Financial. Progressive remains among the Fund’s top 20 holdings at year-end and Golden West Financial was acquired by Wachovia. Two new additions to the Fund’s top 13 holdings at year-end were Wachovia (which the Fund received when Wachovia acquired Golden West Financial) and Citigroup (which had already been a top 20 holding).

14

DAVIS VENTURE VALUE FUND

TOP TEN EQUITY HOLDINGS At December 31, 2006 INDUSTRY WEIGHTINGS At December 31, 2006

	% of Net Assets
ConocoPhillips	4.6	%
American Express Co	4.6
American International Group, Inc.	4.5
Altria Group, Inc	4.5
Tyco International, Ltd.	4.3
JPMorgan Chase & Co	4.2
Costco Wholesale Corp.	3.6
Comcast Corp. Class A Special	3.5
Berkshire Hathaway, Inc. Class A	3.4
HSBC Holdings PLC	2.7

	% of Net Assets
Insurance	14.4	%
Oil, Gas & Consumable Fuels	11.3
Commercial Banks	8.2
Diversified Financial Services	7.8
Media	7.2
Food & Staples Retailing	5.5
Consumer Finance	4.6
Tobacco	4.5
Industrial Conglomerates	4.3
Health Care Providers & Services	3.7
Capital Markets	2.5
Containers & Packaging	2.2
Software	2.2
Beverages	2.0
Automobiles	1.9
Wireless Telecommunication Services	1.6
Construction Materials	1.5
Commercial Services & Supplies	1.3
Computers & Peripherals	1.3
Diversified Consumer Services	1.3
IT Services	1.3
Internet & Catalog Retail	1.3
Specialty Retail	1.3
Household Products	1.1
Short Term Investments	1.1
Transportation Infrastructure	1.0
Energy Equipment & Services	0.8
Food Products	0.6
Air Freight & Logistics	0.5
Marine	0.4
Metals & Mining	0.4
Personal Products	0.4
Communications Equipment	0.2
Household Durables	0.2
Multiline Retail	0.2
Liabilities in excess of other assets	(0.1	)
	100.0	%

15

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

16

DAVIS VENTURE VALUE FUND

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Davis Venture Value Fund	14.77	%	12.30	%	9.13	%	4.92	%
S&P 500 Index*	15.79	%	10.45	%	6.19	%	0.69	%
Service Class Shares
Davis Venture Value Fund	N/A		N/A		N/A		9.66	%
S&P 500 Index*	N/A		N/A		N/A		9.65	%

*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 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 Davis Venture Value Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

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

17

MANAGEMENT’S DISCUSSION & ANALYSIS

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

OppenheimerFunds began subadvising the Fund on January 9, 2006, since which time through December 31, 2006 the Fund produced lower returns than its benchmark, the Russell 2000 Index. We attribute the Fund’s performance primarily to its underweighted position in real estate investment trusts, which fared relatively well during the reporting period, and its comparatively heavy exposure to mid-cap stocks, which generally lagged other capitalization ranges in 2006.

Although our investment approach relies on the results of our multi-factor quantitative models, and not our subjective view of economic events, it is worth noting that economic conditions changed significantly during 2006. While the first half of the year was characterized by rising interest rates and robust economic growth, the July through December period saw stable short-term interest rates and the onset of an economic slowdown. In fact, after more than two years of steady increases that drove the overnight federal funds rate from 1% to 5.25% by the end of June 2006, the Federal Reserve Board refrained from further rate hikes during the remainder of the reporting period. The pause in the Fed’s tightening campaign apparently was a response to cooling housing markets, less robust employment gains and other signs that the U.S. economy is moving to a slower, more mature phase of its cycle. Yet, the rate of inflation has remained above the Fed’s stated “comfort zone,” despite a sharp decline in energy prices in the final four months of the year.

With their economic and inflation outlooks more uncertain, investors began to turn away from smaller, economically sensitive companies and toward larger, well-established businesses with track records of consistent earnings under a variety of economic conditions. From 2000 through 2005, micro-, small- and mid-cap stocks produced substantially higher returns, on average, than larger capitalization ranges as investors remained comfortable with the risks that smaller companies typically entail. In contrast, the largest U.S. companies, which comprise the “mega-cap” category, underperformed other capitalization ranges. This situation began to change in 2006, as mega-cap stocks pulled ahead of mid- and large-cap stocks, but continued to trail small- and micro-cap stocks for the year overall.

Within the small-cap market, value-oriented stocks produced returns that were significantly higher than those of growth-oriented shares. This was largely due to high mergers & acquisitions (M&A) and leverage buyout (LBO) activity, which caused a rise in prices for inexpensively valued companies across the board. Additionally, the cyclical nature of value companies benefited from the strong global economy.

The momentum factors considered by our quantitative stock selection models became less predictive of performance as market conditions evolved, and stocks that had done well over the first half of the year fared relatively poorly over the second half. For example, a number of industrial and energy companies had strong momentum characteristics after gaining value over the first half of 2006, but many of those companies lagged the averages during the second half as the U.S. economy slowed and commodity prices fell. Conversely, real estate investment trusts that had relatively weak momentum characteristics rallied strongly during the final six months of 2006. Our stock selection models also proved to be relatively ineffective in the consumer staples, technology and health care sectors. In addition, the Fund’s relative performance was hindered by its relatively heavy exposure to mid-cap stocks during a year in which mid-cap stocks produced below-average results.

These disappointments were offset to a significant degree by better performance in other areas, where valuation factors contributed to high rankings for a number of individual companies. For example, both valuation and momentum factors supported high rankings for stocks in the basic materials sector, leading to an overweighted position in one of the small-cap market’s better performing areas. Finally, seasonal factors considered by our “turn of the year” model helped the Fund participate more fully in a year-end rally among lower-quality stocks.

As of the end of the reporting period, our models prefer larger stocks within the small-cap market and as a result we have reduced the Fund’s exposure to micro-cap stocks. Our stock selection models have assigned relatively high rankings to companies in the basic materials and technology sectors, and generally lower rankings to stocks in the more fully valued utilities, heath care, energy and consumer staples areas.

18

OPPENHEIMER MAIN STREET SMALL CAP FUND

TOP TEN EQUITY HOLDINGS At December 31, 2006 INDUSTRY WEIGHTINGS (Continued) At December 31, 2006

	% of Net Assets
Payless Shoesource, Inc.	0.4	%
Greif, Inc.	0.4
Cleveland-Cliffs, Inc.	0.4
AK Steel Holding Corp.	0.4
AMERIGROUP Corp.	0.4
Oregon Steel Mills, Inc.	0.4
Hercules, Inc.	0.4
WR Grace & Co.	0.4
Chaparral Steel Co.	0.4
Interdigital Communications Corp.	0.4

INDUSTRY WEIGHTINGS

At December 31, 2006

	% of Net Assets
Specialty Retail	5.8	%
Commercial Services & Supplies	5.1
Semiconductors & Semiconductor Equipment	4.9
Software	4.8
Chemicals	4.0
Insurance	3.9
Machinery	3.7
REITS	3.6
Electronic Equipment & Instruments	3.5
Health Care Provider & Services	3.1
Metals & Mining	3.1
Communications Equipment	3.0
Internet Software & Services	3.0
IT Services	2.9
Oil, Gas & Consumable Fuels	2.8
Energy Equipment & Services	2.3
Hotels Restaurants & Leisure	2.3
Textiles, Apparel & Luxury Goods	1.9
Computers & Peripherals	1.8
Electrical Equipment	1.8
Thrift & Mortgage Finance	1.8
Diversified Consumer Services	1.7
Health Care Equipment & Supplies	1.7
Pharmaceuticals	1.6
Household Durables	1.5

	% of Net Assets
Auto Components	1.4	%
Media	1.4
Consumer Finance	1.2
Diversified Telecommunication Services	1.2
Aerospace & Defense	1.1
Life Sciences Tools & Services	1.1
Capital Markets	1.0
Commercial Banks	0.9
Construction & Engineering	0.9
Containers & Packaging	0.9
Air Freight & Logistics	0.8
Airlines	0.8
Food & Staples Retailing	0.8
Multiline Retail	0.8
Trading Companies & Distributors	0.8
Food Products	0.7
Leisure Equipment & Products	0.7
Personal Products	0.7
Road & Rail	0.7
Construction Materials	0.6
Internet & Catalog Retail	0.6
Building Products	0.5
Electric Utilities	0.5
Gas Utilities	0.5
Multi-Utilities	0.5
Health Care Technology	0.3
Marine	0.3
Paper & Forest Products	0.3
Wireless Telecommunication Services	0.3
Beverages	0.2
Biotechnology	0.2
Diversified Financial Services	0.2
Tobacco	0.2
Automobiles	0.1
Distributors	0.1
Household Products	0.1
Independent Power Producers & Energy Traders	0.1
Industrial Conglomerates	0.1
Real Estate Management & Development	0.1
Other asset less liabilities	0.7
	100.0	%

19

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, Russell 2000 Index and the Russell 2000 Value 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

20

OPPENHEIMER MAIN STREET SMALL CAP FUND

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Oppenheimer Main Street Small Cap Fund	13.60	%	11.96	%	9.55	%	12.13	%
Russell 2000 Index*	18.37	%	13.56	%	11.39	%	5.93	%
Russell 2000 Value Index*	23.48	%	16.48	%	15.37	%	13.43	%
Service Class Shares
Oppenheimer Main Street Small Cap Fund	N/A		N/A		N/A		0.48	%
Russell 2000 Index*	N/A		N/A		N/A		3.02	%

*Effective with the change in subadviser to OppenheimerFunds, Inc. on January 9, 2006, the benchmark index was changed from the Russell 2000 Value Index to the Russell 2000 Index. The performance data of each 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 Value Index is an unmanaged, marketweighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growth values. 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 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 Oppenheimer Main Street Small Cap Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

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

21

MANAGEMENT’S DISCUSSION & ANALYSIS

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

The Materials, Industrials, and Telecommunication Services sectors finished as the Fund’s largest contributors. Outperformance within Materials was due in large part to holdings within the Metals & Mining industry. Share prices of Allegheny Technologies, a specialty metals producer, appreciated from record stainless steel profits driven by the company’s purchase of cheap nickel. The Industrial sector’s positive return was largely attributed to the Machinery industry, where holdings of Manitowoc, a manufacturer of cranes and construction related equipment, accounted for much of the outperformance. Manitowoc shares appreciated after the company announced positive earnings results stemming from continued demand within non-residential construction markets.

The Consumer Discretionary and Information Technology sectors proved to be the two largest detractors from performance. The former’s underperformance was due to stock selection within the Specialty Retail and Household Durable industries. Share prices of two Specialty Retail holdings, Circuit City and Ann Taylor declined over the period as investors worried that a projected U.S. economic slowdown would slow consumer spending. A number of semiconductor holdings in the Information Technology sector dragged down returns as their performance did not meet expectations.

The Portfolio is positioned to gain from active stock selection through a combination of quantitative and fundamental research platforms that seek companies with faster, more consistent growth prospects at attractive valuations. We continue to favor the Machinery industry, with positions in heavy machinery manufacturers. We believe these businesses will benefit from a continued global boom in non-residential construction and steady demand for mining-related equipment. Additionally, we are overweight the Biotechnology industry, focusing on companies with strong franchises and solid product pipelines. Within the Information Technology sector, we are bullish on the Computer & Peripherals industry, maintaining our positions in Hard Disk Drive producers and Personal Computer manufacturers. We believe these businesses will benefit from market share gains and better than expected PC and flash data storage demand. Finally of note, we are overweight the Metals & Mining industry, focusing on specialty metals producers that should grow earnings from demand within the Aerospace industry and increased production capacity.

22

FI LARGE CAP GROWTH FUND

TOP TEN EQUITY HOLDINGS At December 31, 2006 INDUSTRY WEIGHTINGS At December 31, 2006

	% of Net Assets
Google, Inc.	3.6	%
Allegheny Technologies, Inc.	3.1
Manitowoc, Inc.	3.0
Joy Global, Inc.	2.9
Hewlett-Packard Co.	2.9
Terex Corp.	2.8
Merrill Lynch & Co., Inc.	2.7
Cisco Systems, Inc.	2.7
Cymer, Inc.	2.7
Western Digital Corp.	2.7

	% of Net Assets
Machinery	10.4	%
Computers & Peripherals	10.3
Biotechnology	8.5
Semiconductors & Semiconductor Equipment	7.3
Short Term Investments	6.3
Capital Markets	5.7
Health Care Providers & Services	4.6
Communications Equipment	4.3
Specialty Retail	4.3
Metals & Mining	3.9
Oil, Gas & Consumable Fuels	3.8
Internet Software & Services	3.6
Food & Staples Retailing	3.1
Multiline Retail	2.9
Pharmaceuticals	2.9
Household Durables	2.5
Tobacco	2.5
Insurance	2.1
Beverages	2.0
Road & Rail	1.7
Software	1.6
Life Sciences Tools & Services	1.5
Automobiles	1.3
Distributors	1.0
Food Products	0.9
Hotels Restaurants & Leisure	0.9
Diversified Telecommunication Services	0.8
Electrical Equipment	0.8
Independent Power Producers & Energy Traders	0.8
Health Care Equipment & Supplies	0.7
Industrial Conglomerates	0.5
Textiles, Apparel & Luxury Goods	0.5
Thrift & Mortgage Finance	0.4
Commercial Banks	0.3
Liabilities in excess of other assets	(4.7	)
	100.0	%

23

FI LARGE CAP GROWTH FUND

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

Total Returns for Period Ended December 31, 2006**

Service Class Shares	One Year	Three Years	Five Years	Life of Fund***
FI Large Cap Growth Fund	N/A	N/A	N/A	(0.20	)%
Russell 1000 Growth Index*	N/A	N/A	N/A	5.05	%

*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 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 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.

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

24

MANAGEMENT’S DISCUSSION & ANALYSIS

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

Equity markets got off to a slow start early in the year as investor concerns about excessive monetary tightening by the Federal Reserve Bank took center stage. Falling energy prices and the long awaited pause in the Fed’s rate hikes provided some relief during the second half of the year. US equities continued to rally through the end of the year on record merger and acquisition activity and a surprisingly resilient consumer in the face of a slowing economy. Employment held up well, while housing continued to weaken.

During the twelve-month period ended December 31, 2006, investor preferences shifted to small (+18.4) and large cap shares (+15.8) versus mid cap stocks (+10.4) when measured by the Russell 2000 Indexes, S&P 500 Index and S&P MidCap 400 Index respectively. Value (+22.2) comfortably outperformed growth (+9.1) for the year. In a reversal from last year within the S&P MidCap 400 Index, Telecommunication Services was the best-performing sector, while Health Care was the only sector to post a negative return.

The Fund’s outperformance was driven primarily by positive security selection in seven out of the ten broad-based sectors, but was partially offset by negative sector allocation decisions. The Fund benefited from strong stock selection within the Consumer Discretionary and Industrials sectors. Negative stock selection was, for the most part, confined to the Information Technology sector. The Fund’s overweight allocation to the top-performing Telecommunications sector also positively contributed to performance. However, our underweight position to the strong performing Utilities sector detracted from performance.

The best-performing stock for the year on an absolute and relative basis was American Tower. Shares of the communications tower operator rose as the company benefited from a high, predictable growth rate, operating leverage, and strong free cash flow. The Telecommunications industry continues to experience growth as cell phone companies increase spending to support both new subscribers and the move to new technology. A number of the top contributors to performance also came from the Industrials sector, including employment services company Manpower, aerospace and defense company Rockwell Collins, and machinery manufacturer PACCAR. Shares of aviation and electronics supplier Rockwell Collins advanced after the company announced strong results and increased its earnings forecast. The company also continued to benefit from Boeing’s new 787 product cycle. Among other contributors was IT services provider Cognizant Technology Solutions.

Two of the top three detractors, on a relative and absolute basis, were Consumer Discretionary names, Sirius Satellite and D R Horton. Shares of Sirius suffered from a deceleration in demand, particularly in retail sales, and an up-tick in churn. We eliminated the stock due to concerns about the long-term sustainability of customer growth at current monthly pricing levels. Homebuilder DR Horton declined as the market reacted to increasing evidence of slower new home demand within the US, and we exited our position. We also eliminated our position in blue chip electronics manufacturing company Jabil Circuit, which was among other top detractors and declined on options backdating concerns and disappointing guidance.

The largest increase in relative weight during the year was in Industrials, with exposure to staffing and employment companies such as Manpower and Monster Worldwide. Within this sector we also like select engineering & construction stocks. We reduced our overweight to Consumer Discretionary by eliminating consumer services stock Harrah’s Entertainment after a takeover offer and reduced our Media exposure. We recently added to Energy holdings via a new purchase of Murphy Oil. These exploration & production purchases provide greater leverage to energy prices following a period of price weakness.

At year-end our largest overweights relative to the S&P MidCap 400 Index were to the Industrials and Health Care sectors, while the largest underweights were to Financials and Utilities.

25

BLUE CHIP MID CAP FUND

TOP TEN EQUITY HOLDINGS At December 31, 2006 INDUSTRY WEIGHTINGS At December 31, 2006

	% of Net Assets
SUPERVALU, Inc.	2.0	%
Equifax, Inc.	1.9
Manpower, Inc	1.8
GlobalSantaFe Corp.	1.7
American Standard Cos., Inc.	1.7
Cameco Corp	1.7
Network Appliance, Inc.	1.7
Abercrombie & Fitch Co. Class A	1.6
Republic Services, Inc.	1.5
Altera Corp.	1.5

	% of Net Assets
Commercial Services & Supplies	8.9	%
Special Retail	6.2
Oil, Gas & Consumable Fuels	5.5
Semiconductors & Semiconductor Equipment	5.5
Capital Markets	5.0
Insurance	4.2
IT Services	4.0
Health Care Providers & Services	3.8
Software	3.8
Pharmaceuticals	3.7
Energy Equipment & Services	3.1
Aerospace & Defense	2.9
Health Care Equipment & Supplies	2.9
Construction & Engineering	2.7
Biotechnology	2.6
Media	2.5
Metals & Mining	2.1
Food & Staples Retailing	2.0
Short Term Investment	2.0
Building Products	1.7
Computers & Peripherals	1.7
Electric Utilities	1.5
Machinery	1.5
Auto Components	1.4
Road & Rail	1.4
Wireless Telecommunication Services	1.4
Electrical Equipment	1.3
Household Products	1.3
Independent Power Producers & Energy Traders	1.3
REITS	1.3
Air Freight & Logistics	1.1
Household Durables	1.0
Life Sciences Tools & Services	1.0
Hotels Restaurants & Leisure	0.9
Thrigt & Mortgage Finance	0.9
Commercial Banks	0.8
Diversified Financial Services	0.8
Diversified Commercial Services	0.7
Food Products	0.7
Multi-Utilities	0.6
Multiline Retail	0.6
Textiles, Apparel & Luxury Goods	0.6
Consumer Finance	0.5
Personal Products	0.4
Trading Companies & Distributors	0.3
Liabilities in excess of other assets	(0.1	)
	100.0	%

26

BLUE CHIP MID CAP FUND

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

Total Returns for Periods Ended December 31, 2006**

Initial Class Shares	One Year		Three Years		Five Years		Life of Fund***
Blue Chip Mid Cap Fund	11.30	%	14.66	%	11.79	%	14.40	%
S&P MidCap 400 Index*	10.32	%	13.10	%	10.90	%	11.52	%

*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 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 Blue Chip Mid Cap Fund and the return on the investment will fluctuate and redemption proceeds may be higher or lower than an investor’s original cost. Returns greater than one year are annualized.

***Initial Class Shares for the period from September 1, 1999 (commencement of operations) to December 31, 2006.

27

EXPENSE INFORMATION

December 31, 2006 (Unaudited)

Information About Your Fund’s Expenses

All mutual funds incur ongoing operating expenses, including management fees and administrative services, among others. The following tables are intended to increase your understanding of the ongoing costs of investing in each Fund. The following examples are based on the investment of $1,000 at the beginning of the period and held for the entire period, July 1, 2006 to December 31, 2006. Expense information does not include any insurance charges imposed in connection with your variable insurance contract.

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

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

Expense Information

All Cap Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,148.10	$	4.87
Service Class	$	1,000.00	$	1,147.37	$	6.22
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.67	$	4.58
Service Class	$	1,000.00	$	1,019.41	$	5.85

Money Market Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,024.35	$	2.55
Service Class	$	1,000.00	$	1,023.07	$	3.82
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,022.68	$	2.55
Service Class	$	1,000.00	$	1,021.42	$	3.82

Investment Grade Bond Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,059.59	$	3.89
Service Class	$	1,000.00	$	1,058.03	$	5.19
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,021.42	$	3.82
Service Class	$	1,000.00	$	1,020.16	$	5.09

Real Estate Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,205.59	$	6.12
Service Class	$	1,000.00	$	1,203.78	$	7.50
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,019.66	$	5.60
Service Class	$	1,000.00	$	1,018.40	$	6.87

28

EXPENSE INFORMATION (Continued)

December 31, 2006 (Unaudited)

Davis Venture Value Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,113.94	$	4.80
Service Class	$	1,000.00	$	1,112.25	$	6.12
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.67	$	4.58
Service Class	$	1,000.00	$	1,019.41	$	5.85
FI Large Cap Growth Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Service Class	$	1,000.00	$	1,077.75	$	5.55
Hypothetical (5% annual return before expenses)
Service Class	$	1,000.00	$	1,019.86	$	5.40

Oppenheimer Main Street Small Cap Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,062.04	$	5.20
Service Class	$	1,000.00	$	1,060.67	$	6.49
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.16	$	5.09
Service Class	$	1,000.00	$	1,018.90	$	6.36
Blue Chip Mid Cap Fund
Actual	Beginning Account Value 7/1/2006		Ending Account Value 12/31/2006		Expenses Paid During the Period*
Initial Class	$	1,000.00	$	1,079.94	$	5.24
Hypothetical (5% annual return before expenses)
Initial Class	$	1,000.00	$	1,020.16	$	5.09

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

29

ALL CAP FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 98.8%
AEROSPACE & DEFENSE – 3.7%
Honeywell International, Inc.	2,178	$	98,533
Raytheon Co.	2,139		112,939
The Boeing Co.	1,311		116,469
United Technologies Corp.	1,603		100,220
			428,161
AIR FREIGHT & LOGISTICS – 0.8%
United Parcel Services, Inc. Class B	1,257		94,250
BEVERAGES – 2.7%
Anheuser-Busch Cos., Inc.	2,233		109,863
Coca-Cola Co	2,072		99,974
PepsiCo, Inc.	1,572		98,329
			308,166
BIOTECHNOLOGY – 0.9%
Biogen Idec, Inc.*	2,000		98,380
CAPITAL MARKETS – 2.6%
Merrill Lynch & Co., Inc.	1,474		137,229
The Goldman Sachs Group, Inc.	797		158,882
			296,111
CHEMICALS – 1.0%
E.I. du Pont de Nemours & Co.	2,293		111,692
COMMERCIAL BANKS – 3.2%
Wachovia Corp.	2,570		146,362
Wells Fargo & Co.	6,272		223,032
			369,394
COMMUNICATIONS EQUIPMENT – 13.5%
Ciena Corp.*	13,074		362,280
Cisco Systems, Inc.*	5,417		148,047
Finisar Corp.*	93,600		302,328
MRV Communications, Inc.*	120,598		426,917
Redback Networks, Inc.*	12,387		308,932
			1,548,504
COMPUTERS & PERIPHERALS – 3.7%
Apple Computer, Inc.*	1,661		140,919
Hewlett-Packard Co.	3,603		148,408
International Business Machines Corp.	1,362		132,318
			421,645
CONSUMER FINANCE – 1.3%
American Express Co.	2,528		153,374

	Shares	Value
DIVERSIFIED FINANCIAL SERVICES – 6.4%
Bank of America Corp.	4,358	$	232,674
Citigroup, Inc.	4,671		260,175
JPMorgan Chase & Co.	4,975		240,292
			733,141
DIVERSIFIED TELECOMMUNICATION SERVICES – 3.0%
Verizon Communications, Inc.	9,291		345,997
ELECTRIC UTILITIES – 1.7%
Duke Energy Corp.	3,066		101,822
Exelon Corp.	1,555		96,239
			198,061
ELECTRICAL EQUIPMENT – 0.9%
Emerson Electric Co.	2,192		96,645
FOOD & STAPLES RETAILING – 1.3%
CVS Corp.	1,877		58,018
Wal-Mart Stores, Inc.	1,977		91,298
			149,316
HEALTH CARE EQUIPMENT & SUPPLIES – 1.0%
Baxter International, Inc.	2,435		112,960
HEALTH CARE PROVIDERS & SERVICES – 4.1%
Omnicare, Inc.	6,977		269,522
Tenet Healthcare Corp.*	14,696		102,431
WellPoint, Inc.*	1,258		98,992
			470,945
HEALTH CARE TECHNOLOGY – 1.0%
Merge Technologies, Inc.*	17,077		112,025
HOTELS RESTAURANTS & LEISURE – 1.5%
Cosi, Inc.*	34,418		175,188
HOUSEHOLD PRODUCTS – 1.0%
Kimberly-Clark Corp.	1,587		107,837
INDUSTRIAL CONGLOMERATES – 5.8%
General Electric Co.	12,947		481,758
Tyco International, Ltd.	3,629		110,321
Walter Industries, Inc.	2,472		66,868
			658,947
INSURANCE – 3.8%
Metlife, Inc.	1,778		104,920
Prudential Financial, Inc.	2,480		212,933
The Allstate Corp.	1,700		110,687
			428,540

See Notes to Financial Statements.

30

ALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Shares	Value
INTERNET SOFTWARE & SERVICES – 0.9%
Google, Inc.*	229	$	105,450
LEISURE EQUIPMENT & PRODUCTS – 2.2%
Eastman Kodak Co.	3,227		83,257
Nautilus, Inc.	11,715		164,010
			247,267
MACHINERY – 0.5%
Mueller Water Products Inc*	4,084		60,852
MEDIA – 4.1%
Comcast Corp. Class A*	3,193		135,160
Idearc, Inc.*	464		13,293
The Walt Disney Co.	2,637		90,370
Time Warner, Inc.	6,119		133,272
Viacom, Inc.*	2,421		99,334
			471,429
METALS & MINING – 0.9%
Newmont Mining Corp.	2,357		106,418
MULTI-UTILITIES – 0.8%
Dominion Resources, Inc.	1,139		95,494
MULTILINE RETAIL – 0.9%
Federated Department Stores, Inc.	2,565		97,803
OIL, GAS & CONSUMABLE FUELS – 7.3%
ChevronTexaco Corp.	2,671		196,399
ConocoPhillips	1,249		89,865
Exxon Mobil Corp.	4,265		326,827
Massey Energy Co.	9,488		220,406
			833,497
PAPER & FOREST PRODUCTS – 0.8%
International Paper Co.	2,695		91,899
PERSONAL PRODUCTS – 0.4%
Alberto Culver Co.*	1,981		42,492
PHARMACEUTICALS – 6.1%
Abbott Laboratories	2,076		101,122
Eli Lilly & Co.	1,748		91,071
Johnson & Johnson	2,576		170,067
Merck & Co., Inc.	2,663		116,107
Schering-Plough Corp.	4,990		117,963
Wyeth	2,042		103,979
			700,309

* Non-income producing security

	Shares	Value
REITS – 0.9%
CapitalSource, Inc.	3,702	$	101,102
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 0.9%
Intel Corp.	4,949		100,217
SOFTWARE – 4.2%
Microsoft Corp.	7,601		226,966
Oracle Corp.*	7,507		128,670
Symantec Corp.*	5,959		124,245
			479,881
SPECIALTY RETAIL – 0.9%
Lowe’s Cos., Inc.	2,904		90,459
Sally Beauty Holdings, Inc.*	1,981		15,452
			105,911
THRIFT & MORTGAGE FINANCE – 0.9%
Freddie Mac	1,577		107,078
TOBACCO – 1.2%
Altria Group, Inc.	1,611		138,256
Total Common Stocks (cost $9,850,996)			11,304,634
SHORT TERM INVESTMENT – 1.1%
MUTUAL FUNDS – 1.1%
Federated Prime Obligation Fund (amortized cost $133,001)	133,001		133,001
TOTAL INVESTMENTS – 99.9% (cost $9,983,997)			11,437,635
Other assets less liabilities – 0.1%			7,145
NET ASSETS – 100.0%		$	11,444,780

See Notes to Financial Statements.

31

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
ASSET BACKED SECURITIES – 1.4%
Airplanes Pass Through Trust Series D (1) 10.88%, 3/15/19	$	494	$	0
Peco Energy Transition Trust 6.13%, 3/1/09		750		756,302
Total Asset Backed Securities (cost $1,094,905)				756,302
CORPORATE DEBT OBLIGATIONS – 42.5%
AEROSPACE & DEFENSE – 0.9%
Embraer Overseas, Ltd. (2) 6.38%, 1/24/17		500		500,000
AUTOMOTIVE – 1.8%
Ford Motor Credit Co. 8.00%, 12/15/16		1,000		988,150
BANKS – 2.8%
Financial Security Assurance Holdings, Ltd. (2) 6.40%, 12/15/66		300		301,382
HBOS PLC (2) 5.92%, 9/29/49		500		490,477
Washington Mutual Preferred Funding Trust (2) 6.53%, 3/29/49		750		741,375
				1,533,234
BROADCASTING/MEDIA – 1.1%
Time Warner Entertainment Co. 10.15%, 5/1/12		500		592,071
BROKERAGE – 2.7%
Jefferies Group, Inc. 6.25%, 1/15/36		500		485,025
Lehman Brothers Holdings, Inc. 5.75%, 5/17/13		500		507,890
Morgan Stanley 4.75%, 4/1/14		500		478,064
				1,470,979
BUILDING MATERIALS – 3.0%
C10 Capital Spv., Ltd (2) 6.72%, 12/1/49		650		648,405
CRH America, Inc. 6.00%, 9/30/16		500		504,698
Owens Corning, Inc. (2) 6.50%, 12/1/16		500		507,919
				1,661,022

	Principal Amount (000)		Value
CONSUMER SERVICES – 0.6%
Realogy Corp. (2) 6.50%, 10/15/16	$	300	$	307,158
DISTRIBUTORS – 0.7%
Southern Union Co. 7.20%, 11/1/66		380		374,589
ELECTRIC UTILITIES – 1.9%
Allegheny Energy Supply Co. LLC (2) 8.25%, 4/15/12		750		823,125
PSEG Energy Holdings, Inc. 8.50%, 6/15/11		200		215,000
				1,038,125
FINANCIAL SERVICES – 4.7%
Allied Capital Corp. 6.00%, 4/1/12		500		492,812
Capital One Capital III 7.69%, 8/15/36		700		792,791
General Motors Acceptance Corp. 7.00%, 2/1/12		300		309,504
iStar Financial, Inc. (2) 5.95%, 10/15/13		500		502,518
Noble Group, Ltd. (2) 6.63%, 3/17/15		500		454,181
				2,551,806
GAMING – 1.7%
Buffalo Thunder Development Authority (2) 9.38%, 12/15/14		100		101,500
Caesars Entertainment, Inc. 7.00%, 4/15/13		200		204,589
MGM Mirage, Inc. 6.75%, 9/1/12		600		591,000
				897,089
GAS & PIPELINE UTILITIES – 1.2%
Dynegy Holdings, Inc. 6.88%, 4/1/11		115		115,000
Enterprise Products Operating LP 8.38%, 8/1/66		500		541,603
				656,603
HEALTH SERVICES – 0.9%
Humana, Inc. 6.45%, 6/1/16		500		513,792

See Notes to Financial Statements.

32

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
HOME CONSTRUCTION – 1.2%
KB Home & Broad Home Corp. 6.38%, 8/15/11	$	650	$	639,563
INSURANCE – 2.8%
Assured Guaranty Us Holdings, Inc. 6.40%, 12/15/66		600		600,494
Liberty Mutual Group, Inc. (2) 7.00%, 3/15/34		500		514,772
Marsh & McLennan Cos., Inc. 5.75%, 9/15/15		400		393,525
				1,508,791
METALS – 1.2%
Vale Overseas, Ltd. 6.88%, 11/21/36		650		666,670
OIL – 1.5%
Amerada Hess Corp. 7.88%, 10/1/29		250		291,823
Pemex Finance, Ltd. 9.03%, 2/15/11		510		543,165
				834,988
PAPER – 1.1%
Abitibi-Consolidated, Inc. 5.25%, 6/20/08		650		624,000
REITS – 4.4%
Commercial Net Lease Realty
6.25%, 6/15/14		550		560,401
7.13%, 3/15/08		600		608,352
Reckson Operating Partnership 5.15%, 1/15/11		700		684,289
Simon Property Group LP 5.75%, 5/1/12		550		555,638
				2,408,680
RETAIL – 2.3%
Controladora Commercial Mexicana S.A. de C.V. 6.63%, 6/1/15		600		617,335
Home Depot, Inc. 5.88%, 12/16/36		650		637,860
				1,255,195

	Principal Amount (000)		Value
SUPERMARKETS – 1.0%
Delhaize America, Inc. 8.13%, 4/15/11	$	500	$	539,378
TELECOMMUNICATIONS – 3.0%
Intelsat 6.50%, 11/1/13		260		221,000
Sprint Capital Corp. 6.90%, 5/1/19		400		412,414
Telecom Italia Capital 5.25%, 11/15/13		500		476,745
Telefonica Emisiones 6.42%, 6/20/16		500		515,809
				1,625,968
Total Corporate Debt Obligations (cost $22,934,338)				23,187,851
COMMERCIAL MORTGAGE BACKED SECURITIES – 8.7%
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-C1 Class A3 5.23%, 7/15/44		750		748,639
Commercial Mortgage Asset Trust Series 1999-C1 Class F (2) 6.25%, 1/17/32		400		417,332
CS First Boston Mortgage Securities Corp. Series 2000-C1 Class A2 7.55%, 4/15/62		400		422,714
GMAC Commercial Mortgage Securities, Inc. Series 2003-C1 Class A2
4.08%, 5/10/36		800		750,126
4.22%, 4/10/40		220		214,659
Greenwich Capital Commercial Funding Corp. Series 2005-GG3 Class A4 4.80%, 8/10/42		200		193,367
GS Mortgage Securities Corp. Series 2005-GG4 Class AJ 4.78%, 7/10/39		700		671,327

See Notes to Financial Statements.

33

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
JP Morgan Chase Commercial Mortgage Series 2005 LDP5 Mortgage Certificate Class A3 5.21%, 12/15/44	$	550	$	549,228
JP Morgan Chase Commercial Mortgage Securities Corp. 5.88%, 4/15/45		500		520,529
LB-UBS Commercial Mortgage Trust Series 2002-C2 Class A1 3.83%, 6/15/26		6		6,360
Wachovia Bank Comercial Mortgage Trust Series 2003-C9 Class A2 3.96%, 12/15/35		235		229,237
Total Commercial Mortgage Backed Securities (cost $4,697,999)				4,723,518
U.S. GOVERNMENT AGENCY OBLIGATIONS – 45.7%
Federal Home Loan Mortgage
4.75%, 8/1/32		311		313,930
5.00%, 9/1/19		377		371,201
5.00%, 11/1/19		772		759,636
5.50%, 10/1/17		210		210,005
5.50%, 11/1/17		410		410,369
5.50%, 9/15/28		600		603,640
5.50%, 6/1/33		381		376,935
5.50%, TBA		500		494,375
5.75%, 4/15/08		1,250		1,259,239
6.00%, 1/1/17		150		152,310
6.00%, 2/1/29		20		20,607
6.50%, 10/1/16		73		75,055
6.50%, 11/1/16		7		6,797
6.50%, 9/1/34		403		410,676
6.50%, 4/1/35		372		379,012
7.00%, 11/1/29		33		34,482
7.00%, 1/1/31		16		16,241
7.00%, 4/1/31		5		5,103
7.00%, 8/1/31		161		165,161
7.50%, 3/1/30		9		8,970
7.50%, 12/1/30		17		17,857

	Principal Amount (000)		Value
Federal National Mortgage Assn.
4.50%, 6/1/19	$	1,378	$	1,330,655
5.00%, 6/1/18		478		470,982
5.00%, 7/1/20		1,168		1,148,575
5.00%, 10/1/20		436		428,930
5.00%, 12/1/20		272		267,764
5.00%, 9/1/35		1,118		1,079,220
5.00%, 10/1/35		505		487,906
5.00%, 1/1/36		735		710,104
5.00%, 7/1/36		643		621,416
5.05%, 4/28/15		1,000		979,439
5.50%, 12/1/32		1,346		1,332,369
5.50%, 6/1/35		1,354		1,339,159
5.50%, 8/1/35		880		870,345
6.00%, 12/1/13		3		3,256
6.00%, 11/1/16		24		24,784
6.00%, 1/25/32		1,349		1,364,133
6.00%, 8/1/34		490		493,721
6.00%, TBA		1,000		1,006,562
8.00%, 8/1/30		5		4,982
Government National Mortgage Assn.
6.00%, 8/15/16		65		66,030
6.00%, TBA		450		455,063
6.50%, 9/15/31		94		96,563
6.50%, 3/15/32		118		121,425
6.50%, 9/15/32		144		147,644
6.50%, 10/15/32		211		216,706
7.00%, 12/15/14		32		33,286
7.00%, 2/15/28		25		25,907
7.50%, 3/15/30		3		3,631
7.50%, 9/15/30		48		50,425
Tennessee Valley Authority Series A 5.63%, 1/18/11		200		204,630
U.S. Treasury Notes (3)
1.88%, 7/15/13		1,100		1,062,607
2.00%, 1/15/14		711		690,325
3.50%, 11/15/09		1,800		1,741,009
Total U.S. Government Agency Obligations (cost $25,214,696)				24,971,154

See Notes to Financial Statements.

34

INVESTMENT GRADE BOND FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
SHORT TERM INVESTMENTS – 4.5%
COMMERCIAL PAPER – 1.5%
Barclays U.S Funding 5.24%, 1/12/07	$	650	$	648,959
UBS Finance, Inc. 5.22%, 2/16/07		205		203,633
				852,592
	Shares
MUTUAL FUNDS – 3.0%
Federated Prime Obligation Fund		1,617,040		1,617,040
SSGA Money Market Fund		7		7
				1,617,047
Total Short Term Investments (amortized cost $2,469,639)				2,469,639
TOTAL INVESTMENTS – 102.8%
(cost $56,411,577)				56,108,464
Liabilities in excess of other assets – (2.8)%				(1,529,460	)
NET ASSETS – 100.0%			$	54,579,004

(1) Security is in default.

(2) Eligible for resale under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2006 these securities amounted to $6,310,144, representing 11.56% of net assets.

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

TBA = to be announced

See Notes to Financial Statements.

35

MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
COMMERCIAL PAPER – 97.6%
American Express Credit Corp.
5.22%, 2/23/07	$	4,687	$	4,687,000
American General Finance Corp. (1)
5.28%, 1/19/07		4,800		4,787,328
AT&T, Inc. (1)
5.24%, 1/10/07		1,000		998,690
5.25%, 1/2/07		1,885		1,884,725
5.25%, 1/10/07		2,000		1,997,375
Barclays U.S. Funding
5.24%, 1/12/07		1,590		1,587,454
5.30%, 1/29/07		3,300		3,286,397
BellSouth Corp. (1)
5.22%, 1/12/07		2,195		2,191,499
5.22%, 2/2/07		2,035		2,025,558
Canada (Govt of)
5.00%, 4/9/07		5,100		5,030,583
Citigroup Funding, Inc.
5.20%, 1/4/07		2,235		2,235,000
5.24%, 2/12/07		2,662		2,662,000
Coca-Cola Co. (1)
5.17%, 2/20/07		4,865		4,830,067
Export Development Corp.
5.10%, 2/1/07		1,000		995,608
5.11%, 1/16/07		1,000		997,871
5.13%, 1/16/07		1,600		1,596,580
FCAR Owner Trust
5.19%, 3/2/07		1,240		1,229,274
5.25%, 1/25/07		3,920		3,906,280
General Electric Capital Corp.
5.21%, 1/31/07		1,843		1,843,000
5.24%, 2/16/07		2,113		2,113,000
Goldman Sachs Group
5.21%, 2/1/07		1,560		1,553,001
5.23%, 1/19/07		2,000		1,994,770
5.23%, 2/1/07		1,155		1,149,798
Harley Davidson (1)
5.23%, 2/12/07		4,900		4,870,102
International Business Machines Corp. (IBM) (1)
5.17%, 1/5/07		4,950		4,947,156
KFW International Finance, Inc. (1)
5.14%, 4/26/07		3,600		3,540,890
5.18%, 2/21/07		1,300		1,290,460

	Principal Amount (000)		Value
Merrill Lynch & Co., Inc.
5.21%, 2/20/07	$	5,000	$	4,963,819
Morgan Stanley Dean Witter
5.24%, 3/6/07		3,300		3,269,259
5.24%, 3/7/07		1,600		1,584,862
Province of British Columbia
5.25%, 1/22/07		4,950		4,934,841
Prudential Funding LLC
5.19%, 2/21/07		4,000		3,970,590
Rabobank USA Financial Corp.
5.24%, 1/10/07		1,630		1,627,865
5.26%, 1/19/07		2,950		2,942,242
Societe Generale North America
5.21%, 3/12/07		5,000		4,949,396
The Procter & Gamble Co. (1)
5.21%, 2/20/07		4,290		4,258,957
Thunder Bay Funding, Inc. (1)
5.24%, 1/5/07		4,015		4,012,662
Toyota Credit de Puerto Rico
5.23%, 1/18/07		3,400		3,391,603
5.23%, 2/15/07		1,442		1,432,573
UBS Finance, Inc.
5.22%, 2/16/07		3,760		3,734,921
United Parcel Service, Inc.
5.06%, 1/3/07		3,240		3,239,089
Total Commercial Paper (amortized cost $118,544,145)				118,544,145
	Shares
MUTUAL FUNDS – 2.3%
Federated Prime Obligation Fund		2,824,507		2,824,507
SSGA Money Market Fund		1,435		1,435
TOTAL MUTUAL FUNDS (amortized cost $2,825,942)				2,825,942
TOTAL INVESTMENTS – 99.9%
(cost $121,370,087)				121,370,087
Other assets less liabilities – 0.1%				68,487
NET ASSETS – 100.0%			$	121,438,574

(1) Security exempt from registration under Section 4(2) of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2006 these securities amounted to $41,635,469, representing 34.29% of net assets.

See Notes to Financial Statements.

36

REAL ESTATE FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Shares	Value
REAL ESTATE INVESTMENT TRUSTS – 97.1%
APARTMENTS – 13.2%
Archstone-Smith Trust	155,376	$	9,044,437
AvalonBay Communities, Inc.	50,325		6,544,766
BRE Properties, Inc.	133,731		8,695,190
Equity Residential Properties Trust	116,938		5,934,603
			30,218,996
BANKS – 3.2%
New York Community Bancorp, Inc.	449,023		7,229,270
DIVERSIFIED – 10.2%
iStar Financial, Inc.	159,175		7,611,749
Lexington Corporate Properties Trust	355,479		7,969,839
Vornado Realty Trust	62,658		7,612,947
			23,194,535
FINANCIAL SERVICES – 3.0%
CapitalSource, Inc.	251,938		6,880,427
HEALTH CARE EQUIPMENT & SERVICES – 10.6%
Medical Properties Trust, Inc.	598,412		9,155,704
Nationwide Health Properties, Inc.	148,058		4,474,313
Ventas, Inc.	248,992		10,537,341
			24,167,358
HOTELS & RESTAURANTS – 6.8%
Hilton Hotels Corp.	146,367		5,108,208
Host Marriott Corp.	260,885		6,404,727
Innkeepers USA Trust	253,163		3,924,027
			15,436,962
MORTGAGE – 2.7%
Douglas Emmett, Inc.	56,848		1,511,588
Health Care Property Investors, Inc.	123,383		4,542,962
			6,054,550
OFFICE – 15.5%
Alexandria Real Estate Equities, Inc.	79,715		8,003,386
Equity Office Properties Trust	189,599		9,132,984
Highwoods Properties, Inc.	197,162		8,036,323
SL Green Reality Corp.	76,461		10,152,492
			35,325,185

	Shares	Value
REGIONAL MALLS – 14.0%
General Growth Properties, Inc.	124,412	$	6,498,039
Macerich Co.	109,711		9,497,681
Pennsylvania Real Estate Investment	137,882		5,429,793
Simon Property Group, Inc.	104,732		10,608,304
			32,033,817
SHOPPING CENTERS – 9.3%
Developers Diversified Realty Corp.	117,518		7,397,758
Kimco Realty Corp.	174,203		7,830,425
Regency Centers Corp.	78,179		6,111,252
			21,339,435
STORAGE – 2.8%
Public Storage, Inc.	65,045		6,341,888
WAREHOUSE & INDUSTRIAL – 5.8%
Eastgroup Properties, Inc.	122,165		6,543,157
ProLogis Trust	111,774		6,792,506
			13,335,663
Total Real Estate Investment Trusts (cost $162,167,422)			221,558,086
SHORT TERM INVESTMENT – 2.7%
MUTUAL FUNDS – 2.7%
Federated Prime Obligation Fund (amortized cost $6,112,461)	6,112,461		6,112,461
TOTAL INVESTMENTS – 99.8%
(cost $168,279,883)			227,670,547
Other assets less liabilities – 0.2%			480,644
NET ASSETS – 100.0%		$	228,151,191

See Notes to Financial Statements.

37

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
COMMON STOCKS – 99.0%
AIR FREIGHT & LOGISTICS – 0.5%
United Parcel Services, Inc. Class B		4,000	$	299,920
AUTOMOBILES – 1.9%
Harley-Davidson, Inc.		16,900		1,190,943
BEVERAGES – 2.0%
Diageo PLC ADR		9,600		761,376
Heineken Holding NV	NL	11,425		464,354
				1,225,730
CAPITAL MARKETS – 2.5%
Ameriprise Financial, Inc.		13,080		712,860
Mellon Financial Corp		6,600		278,190
Morgan Stanley		5,600		456,008
State Street Corp.		1,700		114,648
				1,561,706
COMMERCIAL BANKS – 8.2%
Commerce Bancorp, Inc.		10,000		352,700
HSBC Holdings PLC	GB	89,881		1,638,982
Wachovia Corp.		26,420		1,504,619
Wells Fargo & Co.		44,100		1,568,196
				5,064,497
COMMERCIAL SERVICES & SUPPLIES – 1.3%
D & B Corp.*		9,300		769,947
COMMUNICATIONS EQUIPMENT – 0.2%
Nokia Corp. ADR		6,800		138,176
COMPUTERS & PERIPHERALS – 1.3%
Dell, Inc.*		15,400		386,386
Hewlett-Packard Co.		9,500		391,305
				777,691
CONSTRUCTION MATERIALS – 1.5%
Martin Marietta Materials, Inc.		4,800		498,768
Vulcan Materials Co.		4,900		440,363
				939,131
CONSUMER FINANCE – 4.6%
American Express Co.		46,100		2,796,887

	Country Code	Shares	Value
CONTAINERS & PACKAGING – 2.2%
Sealed Air Corp.		20,800	$	1,350,336
DIVERSIFIED CONSUMER SERVICES – 1.3%
Apollo Group, Inc. Class A*		3,900		151,983
H&R Block, Inc.		27,500		633,600
				785,583
DIVERSIFIED FINANCIAL SERVICES – 7.8%
Citigroup, Inc.		24,633		1,372,058
JPMorgan Chase & Co.		53,796		2,598,347
Moody’s Corp.		12,000		828,720
				4,799,125
ENERGY EQUIPMENT & SERVICES – 0.8%
Transocean, Inc.*		6,300		509,607
FOOD & STAPLES RETAILING – 5.5%
Costco Wholesale Corp.		42,400		2,241,688
Wal-Mart Stores, Inc.		24,600		1,136,028
				3,377,716
FOOD PRODUCTS – 0.6%
The Hershey Co.		7,000		348,600
HEALTH CARE PROVIDERS & SERVICES – 3.7%
Cardinal Health, Inc.		8,500		547,655
Caremark Rx, Inc.		14,100		805,251
Express Scripts Inc*		3,700		264,920
UnitedHealth Group, Inc.		12,300		660,879
				2,278,705
HOUSEHOLD DURABLES – 0.2%
Hunter Douglas NV	NL	1,760		141,440
HOUSEHOLD PRODUCTS – 1.1%
The Procter & Gamble Co.		10,500		674,835
INDUSTRIAL CONGLOMERATES – 4.3%
Tyco International, Ltd.		87,130		2,648,752
INSURANCE – 14.4%
Ambac Financial Group, Inc.		310		27,612

See Notes to Financial Statements.

38

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
American International Group, Inc.		39,000	$	2,794,740
Aon Corp.		11,100		392,274
Berkshire Hathaway, Inc. Class A*		19		2,089,810
Loews Corp.		31,000		1,285,570
Markel Corp.*		110		52,811
The Chubb Corp.		3,000		158,730
The Principal Financial Group, Inc.		3,400		199,580
The Progressive Corp.		54,900		1,329,678
Transatlantic Holdings, Inc.		8,787		545,673
				8,876,478
INTERNET & CATALOG RETAIL – 1.3%
Amazon.com, Inc.*		9,800		386,708
Expedia, Inc.*		3,900		81,822
IAC/InterActiveCorp*		3,800		141,208
Liberty Media Corp – Interactive Series A*		9,100		196,287
				806,025
IT SERVICES – 1.3%
Iron Mountain, Inc.*		18,900		781,326
MARINE – 0.4%
Kuehne & Nagel International AG	CH	3,000		218,054
MEDIA – 7.2%
Comcast Corp. Class A Special*		50,700		2,123,316
Gannett Co., Inc.		2,600		157,196
Lagardere S.C.A.	FR	6,500		523,222
Liberty Media Corp – Capital Series A*		1,840		180,283
News Corp., Class A		47,200		1,013,856
NTL, Inc.		11,452		289,048
WPP Group PLC ADR		2,300		155,802
				4,442,723
METALS & MINING – 0.4%
BHP Billiton PLC	GB	6,800		124,465
Rio Tinto PLC	GB	2,500		133,090
				257,555

	Country Code	Shares	Value
MULTILINE RETAIL – 0.2%
Sears Holdings Corp*		840	$	141,061
OIL, GAS & CONSUMABLE FUELS – 11.3%
Canadian Natural Resources Ltd		4,600		244,858
China Coal Energy Co*	HK	213,100		138,914
ConocoPhillips		39,328		2,829,650
Devon Energy Corp.		20,000		1,341,600
EOG Resources, Inc.		17,200		1,074,140
Occidental Petroleum Corp.		26,800		1,308,644
				6,937,806
PERSONAL PRODUCTS – 0.4%
Avon Products, Inc.		7,200		237,888
SOFTWARE – 2.2%
Microsoft Corp.		45,600		1,361,616
SPECIALTY RETAIL – 1.3%
Bed Bath & Beyond, Inc.*		8,300		316,230
CarMax, Inc.*		3,200		171,616
Lowe’s Cos., Inc.		9,700		302,155
				790,001
TOBACCO – 4.5%
Altria Group, Inc.		31,900		2,737,658
TRANSPORTATION INFRASTRUCTURE – 1.0%
China Merchants Holdings International Co., Ltd.	HK	97,989		401,904
Cosco Pacific, Ltd.	HK	83,300		194,712
				596,616
WIRELESS TELECOMMUNICATION SERVICES – 1.6%
SK Telecom Co., Ltd. ADR		12,200		323,056
Sprint Nextel Corp.		35,300		666,817
				989,873
Total Common Stocks (cost $41,720,209)				60,854,007

See Notes to Financial Statements.

39

DAVIS VENTURE VALUE FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
SHORT TERM INVESTMENT – 1.1%
REPURCHASE AGREEMENT – 1.1%
State Street Bank and Trust Company 4.680, %, 1/2/07 (collateralized by $675,000 Federal Home Loan Bank, 4.375%, 09/17/10, with a value of $670,205 total to be received $653,340) (amortized cost $653,000)	$	653	$	653,000
TOTAL INVESTMENTS – 100.1%
(cost $42,373,209)				61,507,007
Liabilities in excess of other assets – (0.1)%				(41,269	)
NET ASSETS – 100.0%			$	61,465,738

* Non-income producing security

ADR = American Depositary Receipt

CH = Switzerland

FR = France

GB = Great Britain

HK = Hong Kong

NL = Netherlands

See Notes to Financial Statements.

40

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
COMMON STOCKS – 99.3%
AEROSPACE & DEFENSE – 1.1%
AerCap Holdings NV*		4,600	$	106,628
Armor Holdings, Inc.*		2,300		126,155
Ceradyne, Inc.*		2,400		135,600
Cubic Corp.		200		4,340
Curtiss-Wright Corp.		300		11,124
DynCorp International, Inc.*		1,400		22,218
K&F Industries Holdings, Inc.*		1,300		29,523
L-3 Communications Holdings Inc		400		32,712
Orbital Sciences Corp.*		12,300		226,812
Spirit Aerosystems Holdings, Inc.*		2,670		89,365
Teledyne Technologies, Inc.*		3,000		120,390
Triumph Group, Inc.		100		5,243
United Industrial Corp.		1,000		50,750
				960,860
AIR FREIGHT & LOGISTICS – 0.8%
ABX Air, Inc.*		1,400		9,702
Atlas Air Worldwide Holdings, Inc.*		1,600		71,200
EGL, Inc.*		3,451		102,771
HUB Group, Inc.*		9,300		256,215
Pacer International, Inc.		7,900		235,183
				675,071
AIRLINES – 0.8%
Alaska Air Group, Inc.*		5,400		213,300
Allegiant Travel Co*		260		7,296
AMR Corp.*		5,970		180,473
Continental Airlines, Inc.*		4,174		172,177
ExpressJet Holdings, Inc.*		4,100		33,210
Frontier Airlines Holdings, Inc.*		2,300		17,020
Mesa Air Group, Inc.*		100		857
SkyWest, Inc.		1,500		38,265
US Airways Group, Inc.*		200		10,770
				673,368

	Country Code	Shares	Value
AUTO COMPONENTS – 1.4%
Aftermarket Technology Corp.*		1,700	$	36,176
ArvinMeritor, Inc.		14,200		258,866
Autoliv, Inc.		1,500		90,450
Fuel Systems Solutions, Inc.*		500		11,040
GenTek, Inc.*		600		20,754
Lear Corp.		7,240		213,797
Modine Manufacturing Co.		3,400		85,102
Sauer- Danfoss, Inc.		2,800		90,300
Shiloh Industries, Inc.*		600		11,370
Standard Motor Products, Inc.		100		1,498
Tenneco Automotive, Inc.*		10,500		259,560
The Goodyear Tire & Rubber Co.*		5,700		119,643
				1,198,556
AUTOMOBILES – 0.1%
Winnebago Indiana, Inc.		3,600		118,476
BEVERAGES – 0.2%
Boston Beer Co., Inc.*		600		21,588
Cott Corp*		700		10,017
Jones Soda Co.*		600		7,380
MGP Ingredients, Inc.		1,400		31,654
Molson Coors Brewing Co		1,100		84,084
National Beverage Corp.		1,700		23,851
				178,574
BIOTECHNOLOGY – 0.2%
Alexion Pharmaceuticals, Inc.*		300		12,117
Alnylam Pharmaceuticals, Inc.*		200		4,280
Array Biopharma, Inc.*		200		2,584
Digene Corp.*		500		23,960
Enzon Pharmaceuticals, Inc.*		1,700		14,467
Indevus Pharmaceuticals, Inc.*		500		3,550

See Notes to Financial Statements.

41

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Isis Pharmaceuticals, Inc.*		3,200	$	35,584
Omrix Biopharmaceuticals, Inc.*		500		15,130
OSI Pharmaceuticals, Inc.*		300		10,494
QLT, Inc.*		2,100		17,766
Regeneron Pharmaceuticals, Inc.*		1,000		20,070
Savient Pharmaceuticals, Inc.*		3,100		34,751
United Therapeutics Corp.*		400		21,748
				216,501
BUILDING PRODUCTS – 0.5%
American Woodmark Corp.		1,400		58,590
Ameron International Corp.		800		61,096
Builders FirstSource, Inc.*		3,200		57,056
Goodman Global, Inc.*		1,500		25,800
Insteel Industries, Inc.		2,200		39,138
Jacuzzi Brands, Inc.*		400		4,972
PW Eagle, Inc.		1,500		51,750
Universal Forest Products, Inc.		3,800		177,156
				475,558
CAPITAL MARKETS – 1.0%
Cohen & Steers, Inc.		2,300		92,391
Janus Capital Group, Inc.		4,100		88,519
KBW, Inc.*		300		8,817
Knight Capital Group, Inc.*		15,529		297,691
Lazard, Ltd.		500		23,670
Piper Jaffray Cos., Inc.*		3,900		254,085
Stifel Financial Corp.*		400		15,692
SWS Group, Inc.		1,500		53,550
				834,415
CHEMICALS – 4.0%
Albemarle Corp.		1,500		107,700
Arch Chemicals, Inc.		1,600		53,296
Ashland, Inc.		1,600		110,688
Cabot Corp		200		8,714
CF Industries Holdings, Inc.		8,000		205,120

	Country Code	Shares	Value
Eastman Chemical Co.		200	$	11,862
FMC Corp.		900		68,895
Fuller H B Co.		11,300		291,766
Georgia Gulf Corp.		2,800		54,068
Hercules, Inc.*		16,900		326,339
Innophos Holdings, Inc.*		2,700		39,636
Innospec, Inc.		100		4,655
Koppers Holdings, Inc.		500		13,035
Landec Corp.*		200		2,152
Lubrizol Corp.		1,600		80,208
Lyondell Chemical Co.		4,400		112,508
MacDermid, Inc.		1,900		64,790
NewMarket Corp.		4,400		259,820
Olin Corp.		4,600		75,992
OM Group, Inc.*		6,100		276,208
Pioneer Cos., Inc.*		1,600		45,856
PolyOne Corp.*		20,600		154,500
Rockwood Holdings, Inc.*		1,300		32,838
Rohm & Haas Co.		300		15,336
Schulman A, Inc.		2,000		44,500
Sensient Technologies Corp.		7,600		186,960
Spartech Corp.		9,000		235,980
Stepan Chemical Co.		500		15,835
Terra Industries, Inc.*		13,300		159,334
Tronox, Inc.		3,500		55,965
Valspar Corp.		2,600		71,864
WR Grace & Co.*		16,400		324,720
				3,511,140
COMMERCIAL BANKS – 0.9%
Bancorpsouth, Inc.		800		21,456
Banner Corp.		300		13,302
City Holding Co.		900		36,801
Columbia Banking Systems, Inc.		600		21,072
Community Trust Bancorp, Inc.		200		8,306
Financial Institutions, Inc.		100		2,305
First Citizens BancShares, Inc.		200		40,528
First Security Group, Inc.		2,200		25,366

See Notes to Financial Statements.

42

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
First South Bancorp, Inc.		100	$	3,189
Frontier Financial Corp.		850		24,845
Greater Bay Bancorp		4,400		115,852
Greene County Bancshares, Inc.		200		7,946
Hancock Holding Co.		2,000		105,680
Hanmi Financial Corp.		2,500		56,325
Independent Bank Corp.		685		17,324
Intervest Bancshares Corp.*		1,000		34,410
National Penn Bancshares, Inc.		136		2,754
Porter Bancorp, Inc.		400		8,876
Preferred Bank		400		24,036
PrivateBancorp, Inc.		700		29,141
Provident Bankshares Corp.		1,400		49,840
Republic Bancorp, Inc.		300		7,527
Southwest Bancorp, Inc.		300		8,358
Sterling Bancshares, Inc.		900		11,718
Sterling Financial Corp.		3,200		108,192
Taylor Cap Group, Inc.		100		3,661
Union Bankshares Corp.		50		1,530
United Community Banks, Inc.		200		6,464
				796,804
COMMERCIAL SERVICES & SUPPLIES – 5.1%
Administaff, Inc.		6,200		265,174
Allied Waste Industries, Inc.*		3,400		41,786
American Ecology Corp.		300		5,553
American Reprographics Co.*		1,700		56,627
Amrep Corp.		300		36,750
Avery Dennison Corp		500		33,965
Banta Corp.		3,500		127,400
Bowne & Co., Inc.		700		11,158
CBIZ, Inc.*		5,000		34,850
Cdi Corp		100		2,490

	Country Code	Shares	Value
Central Parking Corp.		1,500	$	27,000
Cenveo, Inc.*		7,800		165,360
Clean Harbors, Inc.*		2,300		111,343
COMSYS IT Partners, Inc.*		1,700		34,357
Consolidated Graphics, Inc.*		2,000		118,140
Cornell Cos., Inc.*		500		9,165
Corrections Corp of America*		1,250		56,537
Covanta Holding Corp*		4,300		94,772
CRA International, Inc.*		600		31,440
Deluxe Corp.		6,500		163,800
Diamond Management & Technology Consultants, Inc.		600		7,464
Ennis, Inc.		2,200		53,812
Exponent, Inc.*		1,900		35,454
First Consulting Group, Inc.*		700		9,632
Geo Group, Inc.*		750		28,140
Healthcare Services Group, Inc.		900		26,064
Heidrick & Struggles International, Inc.*		1,500		63,540
ICT Group, Inc.*		1,200		37,908
IHS, Inc.*		1,900		75,012
IKON Office Solutions, Inc.		16,100		263,557
John H Harland Co.		5,900		296,180
Kelly Services, Inc.		100		2,894
Kenexa Corp*		300		9,978
Kforce, Inc.*		2,200		26,774
Knoll, Inc.		5,800		127,600
Korn / Ferry International*		11,500		264,040
Labor Ready, Inc.*		13,600		249,288
Manpower, Inc.		1,600		119,888
Miller Herman, Inc.		1,100		39,996
On Assignment, Inc.*		1,800		21,150
PeopleSupport, Inc.*		1,600		33,680
PHH Corp.*		3,800		109,706
Pike Electric Corp*		1,400		22,862
Resources Global Professionals*		200		6,368

See Notes to Financial Statements.

43

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Robert Half International, Inc.		1,000	$	37,120
RR Donnelley & Sons Co.		1,700		60,418
SAIC, Inc.*		600		10,674
School Specialty, Inc.*		200		7,498
Sitel Corp.*		2,400		10,128
Spherion Corp.*		5,600		41,608
Standard Register Co. / The		600		7,200
Steelcase, Inc.		4,700		85,352
Team, Inc.*		800		27,864
Teletech Holdings, Inc.*		1,100		26,268
Tetra Tech, Inc.*		10,600		191,754
United Stationers, Inc.*		1,300		60,697
Viad Corp.		4,900		198,940
Volt Information Sciences, Inc.*		1,700		85,357
Waste Industries USA, Inc.		500		15,260
Watson Wyatt Worldwide, Inc.		5,900		266,385
				4,491,177
COMMUNICATIONS EQUIPMENT – 3.0%
Adtran, Inc.		8,000		181,600
Anaren, Inc.*		2,400		42,624
Andrew Corp.*		700		7,161
Arris Group, Inc.*		22,800		285,228
Avanex Corp*		3,700		6,993
Avaya, Inc.*		9,000		125,820
Avocent Corp.*		1,300		44,005
Bel Fuse, Inc.		700		21,119
Black Box Corp.		500		20,995
C-Cor.net Corp.*		2,900		32,306
Carrier Access Corp.*		1,200		7,872
CommScope, Inc.*		10,200		310,896
Comtech Telecommunications*		2,000		76,140
Digi International, Inc.*		1,800		24,822
Ditech Networks, Inc.*		2,600		17,992
Dycom Industries, Inc.*		100		2,112
EMS Technologies, Inc.*		1,500		30,045
Extreme Networks, Inc.*		6,700		28,073

	Country Code	Shares	Value
Foundry Networks, Inc.*		5,800	$	86,884
Harmonic, Inc.*		4,500		32,715
Inter-Tel, Inc.		200		4,432
Interdigital Communications Corp.*		9,400		315,370
Oplink Communications, Inc.*		1,500		30,840
Packeteer, Inc.*		300		4,080
Performance Technologies, Inc.*		1,000		5,990
Polycom, Inc.*		9,300		287,463
Redback Networks, Inc.*		900		22,446
SafeNet, Inc.*		800		19,152
Sonus Networks, Inc.*		15,300		100,827
Stratex Networks, Inc.*		1,500		7,245
Symmetricom, Inc.*		700		6,244
Tekelec, Inc.*		5,900		87,497
Tellabs, Inc.*		5,700		58,482
Utstarcom, Inc.*		25,300		221,375
Viasat, Inc.*		2,400		71,544
				2,628,389
COMPUTERS & PERIPHERALS – 1.8%
Adaptec, Inc.*		2,600		12,116
Brocade Communications Systems, Inc.*		36,800		302,128
Cray, Inc.*		1,800		21,384
Diebold, Inc.		2,200		102,520
Eletronics for Imaging, Inc.*		4,500		119,610
Emulex Corp.*		15,400		300,454
Hypercom Corp.*		4,500		28,575
Imation Corp.		3,100		143,933
Komag, Inc.*		5,190		196,597
Lexmark International, Inc. Class A*		2,000		146,400
NCR Corp.*		3,000		128,280
QLogic Corp.*		3,700		81,104
Seagate Technology		611		16,192
				1,599,293

See Notes to Financial Statements.

44

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
CONSTRUCTION & ENGINEERING – 0.9%
Chicago Bridge & Iron Co.		2,400	$	65,616
Comfort Systems USA, Inc.		3,900		49,296
EMCOR Group, Inc.*		5,400		306,990
Granite Construction, Inc.		1,700		85,544
Infrasource Services, Inc.*		7,600		165,452
Insituform Technologies, Inc.*		300		7,758
Michael Baker Corp.*		300		6,795
Perini Corp.*		600		18,468
Quanta Services, Inc.*		3,600		70,812
Sterling Construction Co., Inc.*		300		6,528
				783,259
CONSTRUCTION MATERIALS – 0.6%
Eagle Materials, Inc.		6,000		259,380
Headwaters, Inc.*		8,600		206,056
US Concrete, Inc.*		3,800		27,056
				492,492
CONSUMER FINANCE – 1.2%
Advanta Corp.		4,600		200,698
AmeriCredit Corp.*		3,800		95,646
Asta Funding, Inc.		1,600		48,704
Cash America International, Inc.		4,900		229,810
Credit Acceptance Corp.*		366		12,199
Dollar Financial Corp.*		1,000		27,860
Ezcorp, Inc.*		4,200		68,250
First Cash Financial Services, Inc.*		800		20,696
First Marblehead Corp. / The		1,950		106,567
World Acceptance Corp.*		4,300		201,885
				1,012,315

	Country Code	Shares	Value
CONTAINERS & PACKAGING – 0.9%
AEP Industries, Inc.*		500	$	26,655
Caraustar Industries, Inc.*		600		4,854
Chesapeake Corp.		500		8,510
Graphic Packaging Corp.*		1,000		4,330
Greif, Inc.		2,900		343,360
Myers Industries, Inc.		2,200		34,452
Packaging Corp of America		1,700		37,570
Pactiv Corp.*		4,100		146,329
Rock-Tenn Co.		3,100		84,041
Silgan Holdings, Inc.		2,400		105,408
Sonoco Products Co.		400		15,224
				810,733
DISTRIBUTORS – 0.1%
Building Materials Holding Corp.		2,300		56,787
DIVERSIFIED CONSUMER SERVICES – 1.7%
Apollo Group, Inc. Class A*		1,700		66,249
Bright Horizons Family Solutions, Inc.*		900		34,794
Career Education Corp.*		3,600		89,208
Coinstar, Inc.*		3,000		91,710
Corinthian Colleges, Inc.*		8,100		110,403
CPI Corp.		400		18,596
DeVry, Inc.		9,400		263,200
INVESTools, Inc.*		4,500		62,055
ITT Educational Services, Inc.*		1,300		86,281
Jackson Hewitt Tax Service, Inc.		5,100		173,247
Regis Corp.		2,400		94,896
Service Corp International		3,800		38,950
Sotheby’s Holdings		1,600		49,632
Steiner Leisure, Ltd.*		2,200		100,100
Stewart Enterprises, Inc.		5,300		33,125
Strayer Education, Inc.		1,000		106,050
Vertrue, Inc.*		600		23,046
				1,441,542

See Notes to Financial Statements.

45

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
DIVERSIFIED FINANCIAL SERVICES – 0.2%
IntercontinentalExchange, Inc.*		400	$	43,160
International Securities Exchange, Inc.		2,600		121,654
Medallion Financial Corp.		300		3,711
Resource America, Inc.		200		5,280
				173,805
DIVERSIFIED TELECOMMUNICATION SERVICES – 1.2%
Alaska Communications Systems, Inc.		3,600		54,684
Broadwing Corp.*		500		7,810
Cbeyond, Inc.*		4,000		122,360
CenturyTel, Inc.		3,000		130,980
Cincinnati Bell, Inc.*		43,900		200,623
Citizens Communications Co.		5,800		83,346
Cogent Communications Group, Inc.*		1,900		30,818
Commonwealth Telephone Enterprises, Inc.		100		4,186
Consolidated Communications Holdings, Inc.		1,700		35,530
CT Communications, Inc.		1,400		32,088
Embarq Corp.		2,100		110,376
Fairpoint Communications, Inc.		2,800		53,060
General Communication, Inc.*		3,500		55,055
Golden Telecom Inc		600		28,104
Iowa Telecommunication Services, Inc.		1,900		37,449
North Pittsburgh Systems, Inc.		800		19,312
				1,005,781
ELECTRIC UTILITIES – 0.5%
Central Vermont Public Service Corp.		200		4,710
Cleco Corp.		2,900		73,167
El Paso Electric Co.*		1,100		26,807
Idacorp, Inc.		3,500		135,275

	Country Code	Shares	Value
Otter Tail Corp.		300	$	9,348
Reliant Energy, Inc.*		1,700		24,157
UIL Holdings Corp.		2,399		101,214
Unisource Energy Corp		2,600		94,978
				469,656
ELECTRICAL EQUIPMENT – 1.8%
Acuity Brands, Inc.		5,400		281,016
Baldor Electric Co.		3,900		130,338
Belden CDT, Inc.		7,859		307,208
Cooper Industries, Ltd.		500		45,215
EnerSys*		2,500		40,000
First Solar Inc*		300		8,940
Franklin Electric Co., Inc.		100		5,139
Generale Cable Corp.*		2,400		104,904
Genlyte Group, Inc.*		800		62,488
GrafTech International Ltd.*		4,700		32,524
II-VI, Inc.*		800		22,352
LSI Industries, Inc.		900		17,865
Regal-Beloit Corp.		3,500		183,785
Smith A O Corp.		500		18,780
Superior Essex, Inc.*		2,500		83,125
The Lamson & Sessions Co.*		1,100		26,686
Thomas & Betts Corp.*		700		33,096
Vicor Corp.		2,300		25,553
Woodward Governor Co.		4,100		162,811
				1,591,825
ELECTRONIC EQUIPMENT & INSTRUMENTS – 3.5%
Acacia Research – Acacia Technologies*		2,300		30,774
Aeroflex, Inc.*		1,900		22,268
Agilysys, Inc.		600		10,044
Avnet, Inc.*		2,000		51,060
AVX Corp.		5,000		73,950
Benchmark Electronics, Inc.*		2,400		58,464
CDW Corp.		1,100		77,352
Checkpoint Systems, Inc.*		1,400		28,280
Cogent, Inc.*		900		9,909
Cognex Corp.		2,300		54,786
CPI International, Inc.*		900		13,500

See Notes to Financial Statements.

46

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
CTS Corp.		2,600	$	40,820
Daktronics, Inc.		3,800		140,030
Dolby Laboratories, Inc.*		2,300		71,346
DTS, Inc.*		300		7,257
Excel Technology, Inc.*		600		15,354
Flir Systems, Inc.*		1,300		41,379
Gerber Scientific, Inc.*		1,900		23,864
Global Imaging Systems, Inc.*		7,300		160,235
Ingram Micro, Inc.*		2,200		44,902
Insight Enterprises, Inc.*		4,200		79,254
Ipg Photonics Corp.*		1,540		36,960
Itron, Inc.*		4,500		233,280
Kemet Corp.*		2,800		20,440
Littelfuse, Inc.*		2,800		89,264
Methode Electronics, Inc.		1,400		15,162
Mettler Toledo International, Inc.*		1,000		78,850
MTS Technologies, Inc.		2,400		92,688
Newport Corp.*		3,400		71,230
OYO Geospace Corp.*		200		11,618
Park Electrochemical Corp.		2,200		56,430
Paxar Corp.*		900		20,754
Pc Connection, Inc.*		700		10,381
Planar Systems, Inc.*		800		7,736
Plexus Corp.*		8,700		207,756
RadiSys Corp.*		2,121		35,357
Rofin-Sinar Technologies, Inc.*		4,300		259,978
Rogers Corp.*		3,300		195,195
Sanmina-SCI Corp.*		5,300		18,285
ScanSource, Inc.*		700		21,280
Solectron Corp.*		9,612		30,951
Staktek Holdings, Inc.*		200		1,030
SYNNEX Corp.*		1,500		32,910
Tech Data Corp.*		3,542		134,135
Technitrol, Inc.		3,900		93,171
Tektronix, Inc.		2,000		58,340
TTM Technologies, Inc.*		4,500		50,985
Vishay Intertechnology, Inc.*		6,500		88,010
Zygo Corp.*		2,000		32,900
				3,059,904

	Country Code	Shares	Value
ENERGY EQUIPMENT & SERVICES – 2.3%
Basic Energy Services, Inc.*		900	$	22,185
Dril-Quip, Inc.*		2,000		78,320
Ensign Energy Services, Inc.	CA	4,600		72,588
Global Industries, Inc.*		2,300		29,992
Grey Wolf, Inc.*		31,900		218,834
Gulfmark Offshore, Inc.*		1,200		44,892
Hornbeck Offshore Services, Inc.*		1,800		64,260
Hydril*		1,400		105,266
Input/Output, Inc.*		7,600		103,588
Leader Energy Services, Ltd. (1)*	CA	12,600		17,839
Lone Star Technologies, Inc.*		5,900		285,619
Lufkin Industries, Inc.		100		5,808
Matrix Service Co.*		1,800		28,980
NATCO Group, Inc.*		1,400		44,632
North American Energy Partners, Inc.*		4,500		73,260
Parker Drilling Co.*		19,700		160,949
Pason Systems, Inc.	CA	1,600		18,205
Patterson-UTI Energy, Inc.		600		13,938
Savanna Energy Services Corp.*	CA	896		14,562
SEACOR Holdings, Inc.*		1,000		99,140
Technicoil Corp.*	CA	16,600		14,956
Tidewater, Inc.		2,100		101,556
Trican Well Service, Ltd.	CA	2,500		43,590
Trico Marine Services, Inc.*		1,300		49,803
Universal Compression Holdings, Inc.*		1,500		93,165
Veritas DGC, Inc.*		1,900		162,697
W-H Energy Services, Inc.*		700		34,083
				2,002,707

See Notes to Financial Statements.

47

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
FOOD & STAPLES RETAILING – 0.8%
Andersons, Inc.		200	$	8,478
Arden Group, Inc.		200		24,762
Casey’s General Stores, Inc.		3,100		73,005
Ingles Markets, Inc.		900		26,811
Longs Drug Stores Corp.		3,163		134,048
Nash Finch Co.		700		19,110
Pantry, Inc.*		5,100		238,884
Performance Food Group Co.*		1,700		46,988
Rite Aid Corp*		4,900		26,656
Smart & Final, Inc.*		900		17,010
Spartan Stores, Inc.		1,800		37,674
Weis Markets, Inc.		500		20,055
Wild Oats Markets, Inc.*		1,100		15,818
				689,299
FOOD PRODUCTS – 0.7%
Chiquita Brands Inernational, Inc.		1,800		28,746
Corn Products International, Inc.		1,200		41,448
Dean Foods Co.*		2,200		93,016
Delta and Pine Land Co.		3,900		157,755
Flowers Foods, Inc.		2,100		56,679
Gold Kist, Inc.*		200		4,204
J & J Snack Foods Corp.		800		33,120
Premium Standard Farms, Inc.		1,700		31,569
Reddy Ice Holdings, Inc.		800		20,656
Seaboard Corp.		100		176,500
				643,693
GAS UTILITIES – 0.5%
Cascade Natural Gas Corp.		100		2,592
New Jersey Resources Corp.		2,800		136,024
Oneok, Inc.		2,100		90,552
Peoples Energy Corp.		1,000		44,570
Southwest Gas Corp.		2,500		95,925
The Laclede Group, Inc.		1,600		56,048
UGI Corp.		959		26,162
				451,873

	Country Code	Shares	Value
HEALTH CARE EQUIPMENT & SUPPLIES – 1.7%
Abaxis, Inc.*		600	$	11,550
Advanced Medical Optics, Inc.*		900		31,680
Biosite, Inc.*		1,800		87,930
Candela Corp.*		1,900		23,503
Cholestech Corp*		300		5,526
Dade Behring Holdings, Inc.		1,200		47,772
Datascope Corp.		100		3,644
DJ Orthopedics, Inc.*		1,100		47,102
Edwards Lifesciences Corp.*		2,200		103,488
Greatbatch, Inc.*		1,400		37,688
Hillenbrand Industries, Inc.		400		22,772
ICU Medical, Inc.*		400		16,272
Idexx Laboratories, Inc.*		400		31,720
Immucor, Inc.*		9,450		276,223
Integra Lifesciences Holdings Corp.*		1,300		55,367
Invacare Corp.		300		7,365
Kinetic Concepts, Inc.*		1,500		59,325
Mentor Corp.		1,700		83,079
Meridian Bioscience, Inc.		500		12,265
Palomar Medical Technologies, Inc.*		3,900		197,613
Quidel Corp.*		2,200		29,964
West Pharmaceutical Services, Inc.		4,600		235,658
Zoll Medical Corp.*		1,300		75,712
				1,503,218
HEALTH CARE PROVIDERS & SERVICES – 3.1%
Air Methods Corp.*		900		25,128
AMERIGROUP Corp.*		9,300		333,777
AmerisourceBergen Corp.		2,800		125,888
Apria Healthcare Group, Inc.*		5,600		149,240
Bio-Reference Labs, Inc.*		400		8,996
Centene Corp*		6,300		154,791
Chemed Corp.		5,100		188,598
Corvel Corp*		500		23,785

See Notes to Financial Statements.

48

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Coventry Health Care, Inc.*		2,200	$	110,110
Cross Country Healthcare, Inc.*		1,900		41,458
Emergency Medical Services LP*		200		4,196
Express Scripts, Inc.*		500		35,800
Genesis HealthCare Corp.*		1,200		56,676
Healthspring, Inc.*		5,000		101,750
Healthways, Inc.*		3,900		186,069
HMS Holdings Corp*		600		9,090
Humana, Inc.*		2,700		149,337
inVentiv Health, Inc.*		800		28,280
Kindred Healthcare, Inc.*		6,400		161,600
Laboratory Corp of America Holdings*		1,900		139,593
LCA- Vision, Inc.		700		24,052
Lincare Holdings, Inc.*		800		31,872
Magellan Health Services, Inc.*		4,500		194,490
Medcath Corp.*		900		24,624
Molina Healthcare, Inc.*		5,100		165,801
National Healthcare Corp.		300		16,560
Odyssey Healthcare, Inc.*		1,700		22,542
Pediatrix Medical Group*		100		4,890
PSS World Medical, Inc.*		3,800		74,214
Res-Care, Inc.*		800		14,520
Visicu, Inc.*		200		2,240
WellCare Health Plan, Inc.*		1,100		75,790
				2,685,757
HEALTH CARE TECHNOLOGY – 0.3%
Computer Programs & Systems, Inc.		600		20,394
Dendrite International, Inc.*		2,100		22,491
Emdeon Corp.*		8,000		99,120
IMS Health, Inc.		900		24,732
Omnicell, Inc.*		2,500		46,575

	Country Code	Shares	Value
Per-Se Technologies, Inc.*		1,128	$	31,336
Phase Forward, Inc.*		2,400		35,952
Trizetto Group, Inc*		300		5,511
Vital Images, Inc.*		400		13,920
				300,031
HOTELS RESTAURANTS & LEISURE – 2.3%
AFC Enterprises*		1,400		24,738
Ambassadors Group, Inc.		1,600		48,560
Aztar Corp.*		2,600		141,492
Bally Technologies, Inc.*		1,500		28,020
Bob Evans Farms, Inc.		5,200		177,944
Brinker International, Inc.		2,300		69,368
Buffalo Wild Wings, Inc.*		800		42,560
CBRL Group, Inc.		1,900		85,044
CEC Entertainment, Inc.*		300		12,075
Chipotle Mexican Grill, Inc.*		500		28,500
Ctrip.com International, Ltd.		800		49,984
Dennys Corp.*		6,600		31,086
Domino’s Pizza, Inc.		7,600		212,800
Dover Downs Gaming & Entertainment, Inc.		3,050		40,778
Ihop Corp.		2,900		152,830
Jack In The Box, Inc.*		4,700		286,888
Krispy Kreme Doughnuts, Inc.*		3,400		37,740
Luby’s Cafeterias, Inc.*		2,400		26,136
Marcus Corp.		200		5,116
McCormick & Schmicks Seafood*		1,400		33,656
Monarch Casino & Resort, Inc.*		1,600		38,208
MTR Gaming Group, Inc.*		700		8,554
Multimedia Games, Inc.*		2,000		19,200
O’Charley’s, Inc.*		1,400		29,792
Papa Johns International, Inc.*		3,300		95,733
Ruby Tuesday, Inc.		300		8,232

See Notes to Financial Statements.

49

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Vail Resorts, Inc.*		1,800	$	80,676
Wendy’s International, Inc.		2,800		92,652
WMS Industries, Inc.*		2,900		101,094
				2,009,456
HOUSEHOLD DURABLES – 1.5%
American Greetings Corp.		5,300		126,511
Black & Decker Corp		400		31,988
Blyth, Inc.		4,400		91,300
CSS Industries, Inc.		100		3,537
Ethan Allen Interiors, Inc.		4,200		151,662
Furniture Brands International, Inc.		600		9,738
Interface, Inc.*		7,700		109,494
Jarden Corp*		1,800		62,622
Kimball Internationall, Inc.		4,500		109,350
La Z Boy, Inc.		3,600		42,732
Leggett & Platt, Inc.		1,100		26,290
Meritage Homes Corp*		2,200		104,984
Skyline Corp.		100		4,022
Snap-On, Inc.		2,500		119,100
Stanley Furniture Co., Inc.		1,600		34,320
Stanley Works, Inc.		600		30,174
Tempur-Pedic International, Inc.*		13,100		268,026
				1,325,850
HOUSEHOLD PRODUCTS – 0.1%
Energizer Holdings, Inc.*		1,400		99,386
Spectrum Brands, Inc.*		400		4,360
WD-40 Co.		300		10,461
				114,207
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 0.1%
Canadian Hydro Developers, Inc.*	CA	10,800		55,140
INDUSTRIAL CONGLOMERATES – 0.1%
Sequa Corp.*		700		80,542
Teleflex, Inc.		300		19,368
Tredegar Corp		900		20,349
				120,259

	Country Code	Shares	Value
INSURANCE – 3.9%
Affirmative Insurance Holdings, Inc.		500	$	8,135
Ambac Financial Group, Inc.		1,400		124,698
American Financial Group, Inc./OH		300		10,773
American Physicians Capital, Inc.*		1,350		54,054
Argonaut Group, Inc.*		3,700		128,982
Assurant, Inc.		2,300		127,075
Bristol West Holdings, Inc.		1,900		30,077
CNA Financial Corp*		1,400		56,448
CNA Surety Corp.*		2,300		49,450
Commerce Group, Inc.		1,400		41,650
Darwin Professional Underwriters, Inc.*		800		18,760
Delphi Financial Group, Inc.		4,750		192,185
Direct General Corp.		2,100		43,344
Donegal Group, Inc.		1,133		22,195
EMC Insurance Group, Inc.		700		23,884
FBL Financial Group, Inc.		400		15,632
First Mercury Financial Corp*		500		11,760
FPIC Insurance Group, Inc.*		900		35,073
Great American Financial Resources, Inc.		200		4,610
Harleysville Group, Inc.		2,900		100,978
Horace Mann Educators Corp.		3,200		64,640
Infinity Property & Casualty Corp.		3,200		154,848
IPC Holdings, Ltd.		100		3,145
LandAmerica Financial Group, Inc.		100		6,311
Markel Corp.*		100		48,010
MBIA, Inc.		1,800		131,508
Meadowbrook Insurance Group, Inc.*		2,500		24,725
National Western Life Insurance Co.		100		23,014
Nationwide Financial Services		1,400		75,880

See Notes to Financial Statements.

50

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Odyssey Re Holdings Corp.		800	$	29,840
Ohio Casualty Corp.		7,400		220,594
Old Republic International Corp.		2,200		51,216
OneBeacon Insurance Group, Ltd.*		2,200		61,600
PartnerRe, Ltd.		1,000		71,030
Phoenix Cos., Inc.		9,900		157,311
Presidential Life Corp.		1,000		21,950
Procentury Corp.		1,900		35,150
Reinsurance Group of America, Inc.		400		22,280
RenaissanceRe Holdings, Ltd.		600		36,000
RLI Corp.		1,300		73,346
Safeco Corp.		1,800		112,590
Safety Insurance Group, Inc.		2,100		106,491
SeaBright Insurance Holdings, I1nc.*		700		12,607
Selective Insurance Group, Inc.		2,700		154,683
State Auto Financial Corp.		1,600		55,568
The Hanover Insurance Group, Inc.		1,800		87,840
The Midland Co.		200		8,390
Torchmark Corp.		700		44,632
Tower Group, Inc.		1,400		43,498
Transatlantic Holdings, Inc.		100		6,210
United America Indemnity, Ltd.*		1,200		30,396
Universal American Financial Corp.*		800		14,912
USI Holdings Corp.*		700		10,752
Zenith National Insurance Corp.		5,500		258,005
				3,358,735
INTERNET & CATALOG RETAIL – 0.6%
Blue Nile, Inc.*		900		33,201
Expedia, Inc.*		1,500		31,470
FTD Group, Inc.*		2,200		39,358
GSI Commerce, Inc.*		400		7,500
IAC/InterActive Corp.*		2,600		96,616

	Country Code	Shares	Value
Netflix, Inc.*		5,200	$	134,472
Nutri/System, Inc.*		500		31,695
Priceline.com, Inc.*		2,900		126,469
Stamps.com, Inc.*		600		9,450
Systemax, Inc.*		800		13,960
				524,191
INTERNET SOFTWARE & SERVICES – 3.0%
24 / 7 Real Media, Inc.*		3,100		28,055
Aquantive, Inc.*		1,500		36,990
Art Technology Group, Inc.*		5,800		13,514
CMGI, Inc.*		14,200		19,028
Cybersource Corp.*		300		3,306
Digital Insight Corp.*		5,600		215,544
Digital River, Inc.*		2,200		122,738
Digitas, Inc.*		8,200		109,962
Earthlink, Inc.*		22,900		162,590
eCollege.com, Inc.*		900		14,085
Infospace, Inc.*		2,600		53,326
Internap Network Services Corp*		2,500		49,675
Interwoven, Inc.*		3,700		54,279
j2 Global Communications, Inc.*		8,100		220,725
Liquidity Services, Inc.*		300		5,163
NIC, Inc.*		600		2,982
Open Text Corp.*		4,400		89,320
RealNetworks, Inc.*		14,213		155,490
SAVVIS, Inc.*		3,040		108,559
Sohu.com, Inc.*		5,100		122,400
SonicWall, Inc.*		6,400		53,888
TheStreet.com, Inc.		3,200		28,480
Travelzoo, Inc.*		1,200		35,940
United Online, Inc.		17,400		231,072
Valueclick, Inc.*		3,800		89,794
VeriSign, Inc.*		4,100		98,605
Vignette Corp.*		1,900		32,433
WebEx Communications, Inc.*		6,700		233,763
webMethods, Inc.*		6,400		47,104
Websense, Inc.*		6,600		150,678
				2,589,488

See Notes to Financial Statements.

51

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
IT SERVICES – 2.9%
Acxiom Corp.		3,500	$	89,775
Affiliated Computer Services, Inc.*		900		43,956
BearingPoint, Inc.*		1,000		7,870
CACI International, Inc.*		200		11,300
Ceridian Corp.*		3,157		88,333
Ciber, Inc.*		2,700		18,306
Computer Sciences Corp.*		2,200		117,414
Convergys Corp.*		4,200		99,876
Covansys Corp.*		2,800		64,260
CSG Systems International, Inc.*		10,200		272,646
DST Systems, Inc.*		1,500		93,945
Fiserv, Inc.*		2,400		125,808
Forrester Research, Inc.*		2,100		56,931
Gartner, Inc.*		6,000		118,740
Gevity HR, Inc.		800		18,952
Hewitt Associates, Inc.*		200		5,150
Infocrossing, Inc.*		300		4,890
infoUSA, Inc.		3,900		46,449
Integral Systems, Inc.		300		6,951
Isilon Systems, Inc.*		500		13,800
Keane, Inc.*		2,900		34,539
Lightbridge, Inc.*		3,100		41,974
Mantech International Corp.*		900		33,147
MAXIMUS, Inc.		1,000		30,780
MPS Group, Inc.*		19,200		272,256
NCI, Inc.*		1,700		25,993
Ness Technologies, Inc.*		400		5,704
Perot Systems Corp.*		6,700		109,813
Sabre Holdings Corp.		3,800		121,182
SRA International, Inc.*		2,800		74,872
Startek, Inc.		500		6,770
SYKES Enterprises, Inc.*		7,100		125,244
The BISYS Group, Inc.*		18,000		232,380
TNS, Inc.*		100		1,925
Total System Services, Inc.		1,300		34,307

	Country Code	Shares	Value
Tyler Technologies, Inc.*		4,100	$	57,646
Unisys Corp.*		4,300		33,712
VeriFone Holdings, Inc.*		600		21,240
				2,568,836
LEISURE EQUIPMENT & PRODUCTS – 0.7%
Brunswick Corp		700		22,330
Eastman Kodak Co.		4,300		110,940
Hasbro, Inc.		4,100		111,725
K2, Inc.*		2,900		38,251
Marvel Entertainment, Inc.*		4,600		123,786
Mattel, Inc.		5,900		133,694
RC2 Corp.*		1,100		48,400
Steinway Musical Instruments, Inc.*		700		21,735
Sturm Ruger & Co., Inc.*		300		2,880
				613,741
LIFE SCIENCES TOOLS & SERVICES – 1.1%
Albany Molecular Research, Inc.*		100		1,056
Applera Corporation-Applied Biosystems Group		3,932		144,265
Bio-Rad Laboratories, Inc.*		900		74,268
Bruker BioSciences Corp*		2,700		20,277
Charles River Laboratories International, Inc.*		200		8,650
Dionex Corp.*		1,200		68,052
Diversa Corp.*		200		2,176
Illumina, Inc.*		1,400		55,034
Invitrogen Corp*		600		33,954
Kendle International, Inc.*		1,300		40,885
Luminex Corp.*		1,200		15,240
Molecular Devices Corp.*		1,300		27,391
Parexel International Corp.*		2,900		84,013
PharmaNet Development Group, Inc.*		1,400		30,898

See Notes to Financial Statements.

52

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Thermo Fisher Scientific, Inc.*		2,800	$	126,812
Varian, Inc.*		3,700		165,723
Waters Corp.*		1,100		53,867
				952,561
MACHINERY – 3.7%
Actuant Corp. Class A		1,500		71,475
AGCO Corp.*		3,600		111,384
Albany International Corp.		1,500		49,365
American Railcar Industries, Inc.		600		20,424
American Science & Engineering, Inc.*		200		11,902
Ampco-Pittsburgh Corp.		1,400		46,872
Astec Industries, Inc.*		1,000		35,100
Briggs & Stratton Corp.		1,500		40,425
Bucyrus International, Inc.		2,000		103,520
Cascade Bancorp		500		26,450
Commercial Vehicle Group, Inc.*		100		2,180
Cummins, Inc.		900		106,362
Dynamic Materials Corp.		1,000		28,100
Eaton Corp.		1,100		82,654
Federal Signal Corp		1,600		25,664
Flow International Corp.*		3,000		33,060
Freightcar America, Inc.		1,100		60,995
Gardner Denver, Inc.*		6,100		227,591
Gorman-rupp Co		100		3,697
Kadant, Inc.*		1,000		24,380
Kaydon Corp.		5,600		222,544
Lindsay Manufacturing Co.		1,000		32,650
Manitowoc, Inc.		1,400		83,202
Middleby Corp.*		200		20,934
Miller Industries, Inc.*		800		19,200
Mueller Industries, Inc.		6,100		193,370
NACCO Industries, Inc.		1,300		177,580
Navistar International Corp., Inc.*		500		16,715
Nordson Corp.		4,800		239,184

	Country Code	Shares	Value
RBC Bearings, Inc.*		1,000	$	28,660
Robbins & Myers, Inc.		1,200		55,104
SPX Corp.		1,900		116,204
Sun Hydraulics, Inc.		300		6,153
Tennant Co.		1,300		37,700
Terex Corp.*		400		25,832
Titan International, Inc.		1,800		36,270
Toro Co.		5,900		275,117
Valmont Industries, Inc.		4,600		255,254
Wabtec Corp.		7,800		236,964
				3,190,237
MARINE – 0.3%
American Commercial Lines, Inc.*		2,000		131,020
Horizon Lines, Inc.		4,700		126,712
				257,732
MEDIA – 1.4%
Arbitron, Inc.		300		13,032
Catalina Marketing Corp.		500		13,750
Charter Communications, Inc.*		29,700		90,882
Citadel Broadcasting Corp.		4,200		41,832
Cox Radio, Inc.*		9,600		156,480
Cumulus Media, Inc.*		4,200		43,638
Emmis Communications Corp.		900		7,416
GateHouse Media, Inc.		1,200		22,272
Harris Interactive, Inc.*		1,000		5,040
Journal Register Co.		3,300		24,090
Knology, Inc.*		1,700		18,088
Lee Enterprises, Inc.		2,500		77,650
Lin TV Corp.*		1,300		12,935
Live Nation, Inc.*		3,900		87,360
Lodgenet Entertainment Corp.*		1,600		40,048
Mediacom Communications Corp.*		6,300		50,652
ProQuest Co.*		300		3,135
Radio One, Inc.*		3,700		24,938
RCN Corp*		200		6,030

See Notes to Financial Statements.

53

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Reader’s Digest Association, Inc.		3,800	$	63,460
Regal Entertainment Group		2,000		42,640
Scholastic Corp.*		2,900		103,936
Sinclair Broadcast Group, Inc.		7,400		77,700
Warner Music Group Corp.		2,200		50,490
Westwood One, Inc.		4,800		33,888
World Wrestling Entertainment, Inc.		5,400		88,020
				1,199,402
METALS & MINING – 3.1%
AK Steel Holding Corp.*		19,900		336,310
Amerigo Resources, Ltd.	CA	20,800		38,730
Brush Engineered Materials, Inc.*		1,100		37,147
Carpenter Technology Corp.		1,000		102,520
Castle AM Co.		1,300		33,085
Century Aluminum Co.*		4,470		199,586
Chaparral Steel Co.		7,200		318,744
Cleveland-Cliffs, Inc.		7,000		339,080
Commercial Metals Co.		400		10,320
Compass Minerals International, Inc .		2,500		78,900
Dynatec Corp.*	CA	4,300		7,859
Gibraltar Industries, Inc.		1,900		44,669
Inmet Mining Corp.	CA	1,000		53,552
LionOre Mining International, Ltd.*	CA	4,800		54,574
Metal Management, Inc.		2,100		79,485
Olympic Steel, Inc.		900		20,007
Oregon Steel Mills, Inc.*		5,300		330,773
Quanex Corp.		7,800		269,802
RTI International Metals, Inc.*		500		39,110
Ryerson, Inc.		200		5,018
Schnitzer Steel Industries, Inc.		1,100		43,670

	Country Code	Shares	Value
Steel Dynamics, Inc.		2,680	$	86,966
Steel Technologies, Inc.		500		8,775
United States Steel Corp.		1,700		124,338
				2,663,020
MULTI-UTILITIES – 0.5%
Avista Corp.		10,100		255,631
Centerpoint Energy, Inc.		5,600		92,848
CH Energy Group, Inc.		1,000		52,800
CMS Energy Corp*		2,100		35,070
				436,349
MULTILINE RETAIL – 0.8%
Big Lots, Inc.*		12,400		284,208
Dillard’s, Inc.		2,835		99,140
Dollar Tree Stores, Inc.*		4,100		123,410
Family Dollar Stores, Inc.		3,600		105,588
Nordstrom, Inc.		700		34,538
Retail Ventures, Inc.*		2,700		51,408
				698,292
OIL, GAS & CONSUMABLE FUELS – 2.8%
Alon USA Energy, Inc.		4,500		118,395
Atlas Energy, Ltd.*	CA	23,300		81,972
Birchcliff Energy, Ltd.*	CA	1,100		3,860
Capitol Energy Resources, Ltd.*	CA	7,400		27,113
Celtic Exploration, Ltd.*	CA	2,600		31,033
Comstock Resources, Inc.*		700		21,742
Cyries Energy, Inc.*	CA	4,000		43,453
Delek US Holdings, Inc.		500		8,195
Delphi Energy Corp.*	CA	8,500		18,088
Duvernay Oil Corp.*	CA	300		8,889
Edge Petroleum Corp.*		200		3,648
Ember Resources, Inc.*	CA	900		1,985
Foundation Coal Holdings, Inc.		7,100		225,496
Frontier Oil Corp.		3,200		91,968
Galleon Energy, Inc.*	CA	4,350		67,486

See Notes to Financial Statements.

54

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
General Maritime Corp.		3,900	$	137,241
Giant Industries, Inc.*		100		7,495
Harvest Natural Resources, Inc.*		300		3,189
Holly Corp.		2,000		102,800
Kereco Energy Ltd*	CA	6,120		38,965
Mahalo Energy, Ltd.*	CA	6,000		18,123
Midnight Oil Exploration, Ltd.*	CA	15,100		30,708
Mission Oil & Gas, Inc.*	CA	2,300		24,966
Newfield Exploration Co*		300		13,785
Omi Corp.		7,600		160,892
Overseas Shipholding Group, Inc.		1,600		90,080
Paramount Resources, Ltd.*	CA	4,600		94,731
Pogo Producing Co.		600		29,064
ProEx Energy, Ltd.*	CA	1,200		13,231
ProspEx Resources, Ltd.*	CA	9,800		37,337
Real Resources, Inc.*	CA	1,300		18,629
Sound Energy Trust	CA	2,300		10,085
St. Mary Land & Exploration Co.		500		18,420
Sunoco, Inc.		2,100		130,956
Sure Energy, Inc.*	CA	1,867		1,506
Swift Energy Co.*		1,400		62,734
Teekay Shipping Corp.		200		8,724
Tesoro Corp.		1,400		92,078
TUSK Energy Corp.*	CA	14,900		40,274
USEC, Inc.*		20,600		262,032
Vaalco Energy, Inc.*		6,100		41,175
Western Refining, Inc.		6,500		165,490
Zenas Energy Corp.*	CA	6,300		16,866
				2,424,899
PAPER & FOREST PRODUCTS – 0.3%
Bowater, Inc.		7,100		159,750
Buckeye Technologies, Inc.*		1,500		17,970
Louisiana-Pacific Corp.		3,100		66,743
Neenah Paper, Inc.		1,000		35,320
Schweitzer-Mauduit International, Inc.		600		15,630
				295,413

	Country Code	Shares	Value
PERSONAL PRODUCTS – 0.7%
Chattem, Inc.*		2,100	$	105,168
Estee Lauder Cos., Inc./The		900		36,738
Mannatech, Inc.		1,600		23,568
NBTY, Inc.*		6,300		261,891
Physicians Formula Holdings, Inc.*		3,600		67,284
Playtex Products, Inc.*		1,300		18,707
USANA Health Sciences, Inc.*		2,000		103,320
				616,676
PHARMACEUTICALS – 1.6%
Alpharma, Inc.		6,900		166,290
BioMimetic Therapeutics, Inc.*		2,200		29,018
Bradley Pharmaceuticals, Inc.*		1,900		39,102
Depomed, Inc.*		500		1,725
Endo Pharmaceuticals Holding, Inc.*		3,500		96,530
King Pharmaceuticals, Inc.*		4,731		75,318
Medicines Co*		2,000		63,440
Medicis Pharmaceutical Corp.		5,700		200,241
Mylan Labs, Inc.		3,900		77,844
New River Pharmaceuticals, Inc.*		600		32,826
Noven Pharmaceuticals, Inc.*		2,000		50,900
Pain Therapeutics, Inc.*		4,500		40,050
Perrigo Co.		5,200		89,960
Pozen, Inc.*		1,300		22,087
Sciele Pharma, Inc.*		6,900		165,600
Viropharma, Inc.*		9,900		144,936
Watson Pharmaceuticals, Inc.*		2,500		65,075
				1,360,942
REAL ESTATE MANAGEMENT & DEVELOPMENT – 0.1%
CB Richard Ellis Group, Inc.*		2,200		73,040

See Notes to Financial Statements.

55

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
REITS – 3.6%
Acadia Realty Trust		700	$	17,514
Agree Realty Corp.		1,500		51,555
Alexandria Real Estate Equities, Inc.		800		80,320
AMB Property Corp.		500		29,305
American Home Mortgage Investment Corp.		400		14,048
Ashford Hospitality Trust, Inc.		1,200		14,940
Associated Estates Realty Corp.		700		9,618
BioMed Realty Trust, Inc.		1,800		51,480
Brandywine Reality Trust		2,200		73,150
BRE Properties, Inc.		200		13,004
Camden Property Trust		400		29,540
Capital Trust, Inc.		200		9,988
CapitalSource, Inc.		2,300		62,813
CBL & Associates Properties, Inc.		1,500		65,025
Cedar Shopping Centers Inc		500		7,955
Colonial Properties Trust		1,300		60,944
Commercial Net Lease Realty		2,500		57,375
Corporate Office Properties Trust		1,200		60,564
Crescent Real Estate Co.		1,100		21,725
Dct Industrial Trust, Inc.		3,500		41,300
DiamondRock Hospitality Co.		3,700		66,637
Digital Realty Trust, Inc.		1,800		61,614
Duke Realty Corp.		400		16,360
Eastgroup Properties, Inc.		800		42,848
Entertainment Properties Trust		600		35,064
Equity Inns, Inc.		3,000		47,880
Equity Lifestyle Properties, Inc.		200		10,886
Equity One, Inc.		2,000		53,320

	Country Code	Shares	Value
Federal Realty Investment Trust		500	$	42,500
FelCor Lodging Trust, Inc.		1,300		28,392
First Industrial Reality Trust, Inc.		1,600		75,024
First Potomac Realty Trust		100		2,911
Franklin Street Properties Corp.		100		2,105
Friedman Billings Ramsey Group, Inc.		400		3,200
Glimcher Realty Trust		900		24,039
Gramercy Capital Corp.		700		21,623
Health Care Realty Trust, Inc.		1,000		39,540
Health Care REIT, Inc.		1,000		43,020
Highland Hospitality Corp.		1,600		22,800
Highwoods Properties, Inc.		1,500		61,140
Home Properties, Inc.		1,300		77,051
Hospitality Properties Trust		1,100		52,283
Hrpt Properties Trust		1,300		16,055
Inland Real Estate Corp.		1,200		22,464
Innkeepers USA Trust		1,200		18,600
iStar Financial, Inc.		100		4,782
Kilroy Realty Corp.		700		54,600
Kimco Realty Corp.		90		4,045
Kite Realty Group Trust		100		1,862
KKR Financial Corp.		900		24,111
LaSalle Hotel Properties		700		32,095
Lexington Realty Trust		2,200		49,324
Liberty Property Trust		1,200		58,968
Longview Fibre Co.		2,224		48,817
LTC Properties, Inc.		1,000		27,310
Macerich Co.		100		8,657
Mack California Reality Corp.		800		40,800
Maguire Properties, Inc.		1,500		60,000
Mid America Apartment Communities, Inc.		1,100		62,964

See Notes to Financial Statements.

56

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Nationwide Health Properties, Inc.		1,700	$	51,374
Newcastle Investment Corp.		300		9,396
Omega Healthcare Investors, Inc.		700		12,404
Parkway Properties, Inc.		500		25,505
Pennsylvania Real Estate Investment		1,000		39,380
Post Properties, Inc.		1,000		45,700
PS Business Parks, Inc.		700		49,497
RAIT Investment Trust		100		3,448
Ramco Gershenson Properties Trust		700		26,698
Realty Income Corp.		1,200		33,240
Reckson Associates Realty Corp.		200		9,120
Redwood Trust, Inc.		200		11,616
Regency Centers Corp.		400		31,268
Senior Housing Properties Trust		2,700		66,096
SL Green Reality Corp.		300		39,834
Sovran Self Storage, Inc.		900		51,552
Spirit Finance Corp.		4,000		49,880
Strategic Hotels & Resorts, Inc.		3,800		82,802
Sunstone Hotel Investors, Inc.		2,000		53,460
Tanger Factory Outlet Centers, Inc.		1,800		70,344
U-Store-It Trust		900		18,495
United Dominion Realty Trust, Inc.		1,400		44,506
Ventas, Inc.		1,400		59,248
Washington Real Estate Investment Trust		1,200		48,000
Weingarten Reality Investment		800		36,888
Winston Hotels, Inc.		600		7,950
				3,115,555

	Country Code	Shares	Value
ROAD & RAIL – 0.7%
Arkansas Best Corp.		1,400	$	50,400
Dollar Thrifty Automotive Group*		700		31,927
Genesee & Wyoming, Inc.*		700		18,368
Heartland Express, Inc.		966		14,510
Kansas City Southern*		2,000		57,960
Laidlaw International, Inc.		3,740		113,808
PAM Transportation Services*		500		11,010
Ryder System, Inc.		600		30,636
Saia, Inc.*		1,700		39,457
Swift Transportation Co., Inc.*		8,934		234,696
Universal Truckload Services, Inc.*		100		2,375
Werner Enterprises, Inc.		200		3,496
				608,643
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 4.9%
Actel Corp*		1,300		23,608
Advanced Energy Industries, Inc.*		6,300		118,881
Agere Systems, Inc.*		7,000		134,190
Altera Corp.*		6,800		133,824
AMIS Holdings, Inc.*		1,900		20,083
Amkor Technology, Inc.*		32,100		299,814
Applied Micro Circuits Corp.*		28,700		102,172
Asyst Technologies, Inc.*		6,300		46,053
Atheros Communications, Inc.*		6,700		142,844
Atmel Corp.*		11,800		71,390
ATMI, Inc.*		3,400		103,802
Cirrus Logic, Inc.*		5,100		35,088
Cohu, Inc.		1,600		32,256
Credence Systems Corp*		3,100		16,120
Cree, Inc.*		1,200		20,784
Cymer, Inc.*		6,500		285,675
Diodes, Inc.*		2,000		70,960
DSP Group, Inc.*		500		10,850

See Notes to Financial Statements.

57

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Fairchild Semiconductor International, Inc.*		3,000	$	50,430
Formfactor, Inc.*		800		29,800
Hittite Microwave Corp.*		4,100		132,512
Integrated Device Technology, Inc.*		5,800		89,784
Intersil Holding Corp.		4,000		95,680
Intevac, Inc.*		2,500		64,875
Kulicke & Soffa Industries, Inc.*		5,984		50,266
Linear Technology Corp.		1,100		33,352
LSI Logic Corp.*		11,700		105,300
LTX Corp.*		9,329		52,242
Mattson Technology, Inc.*		3,000		27,960
Micrel, Inc.*		21,200		228,536
Microtune, Inc.*		2,200		10,340
MKS Instruments, Inc.*		6,100		137,738
National Semiconductor Corp.		5,600		127,120
Novellus Systems, Inc.*		3,600		123,912
Omnivision Technologies, Inc.*		14,988		204,586
Portalplayer, Inc.*		1,900		25,555
Power Integrations, Inc.*		100		2,345
RF Micro Devices, Inc.*		3,400		23,086
Semtech Corp*		4,000		52,280
Silicon Image, Inc.*		16,200		206,064
Silicon Storage Technology, Inc.*		4,000		18,040
Sirf Technology Holdings, Inc.*		600		15,312
Supertex, Inc.*		1,200		47,100
Techwell, Inc.*		100		1,606
Teradyne, Inc.*		6,700		100,232
Tessera Technologies, Inc.*		3,400		137,156
Transmeta Corp.*		4,100		4,551
Trident Microsystems, Inc.*		400		7,272
Triquint Semiconductor, Inc.*		4,300		19,350

	Country Code	Shares	Value
Varian Semiconductor Equipment, Inc.*		2,200	$	100,144
Veeco Instruments, Inc.*		2,200		41,206
Xilinx, Inc.		4,800		114,288
Zoran Corp.*		8,100		118,098
				4,266,512
SOFTWARE – 4.8%
Actuate Corp.*		5,300		31,482
Advent Software, Inc.*		3,800		134,102
Altiris, Inc.*		2,000		50,760
Amdocs Ltd.*		1,900		73,625
Ansoft Corp.*		3,100		86,180
Aspen Technology, Inc.*		5,100		56,202
Autodesk, Inc.*		1,900		76,874
BEA Systems, Inc.*		8,800		110,704
Blackbaud, Inc.		9,300		241,800
BMC Software, Inc.*		4,735		152,467
Cadence Design Systems, Inc.*		6,200		111,042
Check Point Software Technologies*		1,800		39,456
Cognos, Inc.*		1,700		72,182
Compuware Corp.*		12,200		101,626
Double-take Software, Inc.*		1,400		18,032
Fair Issac Corp.		3,600		146,340
Hyperion Solutions Corp.*		2,600		93,444
i2 Technologies, Inc.*		1,100		25,102
Interactive Intelligence, Inc.*		2,000		44,840
Intuit, Inc.*		1,500		45,765
JDA Software Group, Inc.*		1,600		22,032
Kronos, Inc.*		2,200		80,828
Lawson Software, Inc.*		12,300		90,897
Magma Design Automation, Inc.*		900		8,037
Manhattan Associates, Inc.*		4,800		144,384
Mapinfo Corp.*		1,200		15,660
McAfee, Inc.*		3,900		110,682
Mentor Graphics Corp.*		16,600		299,298
Micros Systems, Inc.*		3,200		168,640

See Notes to Financial Statements.

58

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
Microstrategy, Inc.*		2,459	$	280,351
Net 1 UEPS Technologies, Inc.*		900		26,604
Novell, Inc.*		8,900		55,180
Open Solutions, Inc.*		1,100		41,404
Opnet Technologies, Inc.*		500		7,225
Parametric Technology Corp.*		1,000		18,020
Progress Software Corp.*		400		11,172
Quality Systems, Inc.		2,300		85,721
Quest Software, Inc.*		9,700		142,105
Sonic Solutions*		1,200		19,560
SPSS, Inc.*		1,800		54,126
Sybase, Inc.*		4,500		111,150
Synchronoss Technologies, Inc.*		200		2,744
Synopsys, Inc.*		4,870		130,175
The9 Ltd*		300		9,666
Tibco Software, Inc.*		23,800		224,672
Transaction Systems Architects, Inc.*		3,800		123,766
Ultimate Software Group, Inc.*		700		16,282
VA Software Corp.*		7,500		37,725
Vasco Data Security International*		1,800		21,330
Verint Systems, Inc.*		900		30,852
Wind River Systems, Inc.*		6,500		66,625
				4,168,938
SPECIALTY RETAIL – 5.8%
Abercrombie & Fitch Co. Class A		1,700		118,371
Aeropostale, Inc.*		9,600		296,352
American Eagle Outfitters, Inc.		3,750		117,037
AnnTaylor Stores Corp.*		2,900		95,236
Asbury Automotive Group, Inc.		3,700		87,172
Autonation, Inc.*		3,213		68,501
Autozone, Inc.*		1,000		115,560
Barnes & Noble, Inc.		3,101		123,141
Bebe Stores, Inc.		2,500		49,475
Blockbuster, Inc.*		13,200		69,828
Books-A-Million, Inc.		1,300		29,484

	Country Code	Shares	Value
Buckle, Inc.		2,900	$	147,465
Cache, Inc.*		1,200		30,288
Casual Male Retail Group, Inc.*		4,300		56,115
Cato Corp.		4,000		91,640
Charlotte Russe Holding, Inc.*		2,010		61,807
Charming Shoppes, Inc.*		18,200		246,246
Christopher & Banks Corp.		6,401		119,443
Circuit City Stores, Inc.		2,866		54,397
CSK Auto Corp.*		2,400		41,160
Dick’s Sporting Goods, Inc.*		1,600		78,384
Dress Barn, Inc.*		11,900		277,627
DSW, Inc.*		5,700		219,849
Genesco, Inc.*		2,900		108,170
Group 1 Automotive, Inc.		5,000		258,600
Gymboree Corp.*		7,229		275,859
Haverty Furniture Cos., Inc.		1,700		25,160
Mens Wearhouse, Inc.		4,100		156,866
Midas, Inc.*		800		18,400
Mothers Work, Inc.*		300		11,817
OfficeMax, Inc.		2,400		119,160
Pacific Sunwear of California, Inc.*		400		7,832
Payless Shoesource, Inc.*		10,783		353,898
PETsMART, Inc.		700		20,202
RadioShack Corp.		4,300		72,154
Rental-A-Center, Inc.*		9,800		289,198
Ross Stores, Inc.		3,500		102,550
Select Comfort Corp.*		7,943		138,129
Sherwin-Williams Co / The		1,600		101,728
Shoe Carnival, Inc.*		1,700		53,720
Sonic Automotive, Inc.		3,000		87,120
Stage Stores, Inc.		1,800		54,702
Syms Corp.*		100		1,991
The Wet Seal, Inc.*		7,000		46,690
Tween Brands, Inc.*		4,442		177,369
United Retail Group, Inc.*		600		8,412
West Marine, Inc.*		500		8,635
				5,092,940

See Notes to Financial Statements.

59

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
TEXTILES, APPAREL & LUXURY GOODS – 1.9%
Brown Shoe, Inc.*		6,550	$	312,697
Cherokee, Inc.		500		21,455
Deckers Outdoor Corp.*		1,000		59,950
Jones Apparel Group, Inc.		2,400		80,232
K Swiss, Inc.		500		15,370
Kellwood Co.		6,200		201,624
Liz Claiborne, Inc.		400		17,384
Madden Steven, Ltd.		5,600		196,504
Maidenform Brands, Inc.*		1,400		25,368
Perry Ellis International, Inc.*		800		32,800
Phillips-Van Heusen Corp.		600		30,102
Polo Ralph Lauren Corp		1,300		100,958
Skechers U.S.A,. Inc.*		6,500		216,515
True Religion Apparel, Inc.*		1,200		18,372
VF Corp.		500		41,040
Wolverine World Wide, Inc.		9,600		273,792
				1,644,163
THRIFT & MORTGAGE FINANCE – 1.8%
Bank Mutual Corp.		2,000		24,220
Bankunited Financial Corp.		800		22,368
Citizens First Bancorp, Inc.		200		6,148
Corus Bankshares, Inc.		8,500		196,095
Federal Agricultural Mortgage Corp.		900		24,417
First Federal Financial Corp.*		3,200		214,304
First Financial Holdings, Inc.		300		11,754
First Niagara Financial Group, Inc.		7,500		111,450
First Public Financial Corp.		300		7,047
Fremont General Corp.		9,000		145,890
ITLA Capital Corp.		100		5,791
KNBT Bancorp, Inc.		100		1,673

	Country Code	Shares	Value
MAF Bancorp, Inc.		2,000	$	89,380
MGIC Investment Corp		1,500		93,810
NexCen Brands, Inc.*		700		5,061
Ocwen Financial Corp.*		10,900		172,874
PFF Bancorp, Inc.		2,200		75,922
PMI Group, Inc.		2,000		94,340
Provident Finacial Services		3,600		65,268
Radian Group, Inc.		1,600		86,256
TierOne Corp.		1,200		37,932
Triad Guaranty, Inc.*		1,700		93,279
WSFS Financial Corp.		400		26,772
				1,612,051
TOBACCO – 0.2%
Loews Corp.		900		58,248
UST, Inc.		2,200		128,040
				186,288
TRADING COMPANIES & DISTRIBUTORS – 0.8%
Applied Industrial Technologies, Inc.		7,950		209,165
BlueLinx Holdings, Inc.		2,400		24,960
Houston Wire & Cable Co*		1,100		22,990
Interline Brands, Inc.*		3,000		67,410
Kaman Corp.		600		13,434
Rush Enterprises, Inc.*		1,100		18,612
UAP Holding Corp.		6,000		151,080
United Rentals, Inc.*		3,489		88,725
WW Grainger, Inc.		900		62,946
				659,322

See Notes to Financial Statements.

60

OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
WIRELESS TELECOMMUNICATION SERVICES – 0.3%
Dobson Communications Corp.*		15,900	$	138,489
FiberTower Corp*		1,100		6,468
Telephone & Data Systems Inc		2,000		108,660
USA Mobility, Inc.		1,200		26,843
				280,460
Total Common Stocks (cost $78,936,185)				86,616,197
TOTAL INVESTMENTS – 99.3%
(cost $78,936,185)				86,616,197
Other assets less liabilities – 0.7%				624,033
NET ASSETS – 100.0%			$	87,240,230

* Non-income producing security

(1) Eligible for resale under rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2006 these securities amounted to $17,839, representing 0.02% of net assets

CA = Canada

See Notes to Financial Statements.

61

FI LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Shares	Value
COMMON STOCKS – 98.4%
AUTOMOBILES – 1.3%
Thor Industries, Inc.	1,140	$	50,149
BEVERAGES – 2.0%
Hansen Natural Corp.*	2,250		75,780
BIOTECHNOLOGY – 8.5%
Amgen, Inc.*	1,050		71,725
Amylin Pharmaceuticals, Inc.*	1,200		43,284
Biogen Idec, Inc.*	1,430		70,342
Genentech, Inc.*	1,030		83,564
Gilead Sciences, Inc.*	850		55,191
			324,106
CAPITAL MARKETS – 5.7%
Knight Capital Group, Inc.*	1,670		32,014
Merrill Lynch & Co., Inc.	1,120		104,272
The Goldman Sachs Group, Inc.	410		81,733
			218,019
COMMERCIAL BANKS – 0.3%
Wells Fargo & Co.	310		11,024
COMMUNICATIONS EQUIPMENT – 4.3%
Cisco Systems, Inc.*	3,760		102,761
Motorola, Inc.	1,340		27,550
Redback Networks, Inc.*	1,300	��	32,422
			162,733
COMPUTERS & PERIPHERALS – 10.3%
Apple Computer, Inc.*	940		79,750
Brocade Communications Systems,Inc.*	2,330		19,129
Hewlett-Packard Co.	2,650		109,153
Network Appliance, Inc.*	220		8,642
Seagate Technology	2,790		73,935
Western Digital Corp.*	4,980		101,891
			392,500
DISTRIBUTORS – 1.0%
Building Materials Holding Corp.	1,550		38,270
DIVERSIFIED TELECOMMUNICATION SERVICES – 0.8%
AT&T, Inc.	880		31,460
ELECTRICAL EQUIPMENT – 0.8%
Energy Conversion Devices, Inc.*	870		29,563

	Shares	Value
FOOD & STAPLES RETAILING – 3.1%
CVS Corp.	2,800	$	86,548
Wal-Mart Stores, Inc.	710		32,788
			119,336
FOOD PRODUCTS – 0.9%
Archer-Daniels-Midland Co	560		17,898
Corn Products International, Inc.	530		18,306
			36,204
HEALTH CARE EQUIPMENT & SUPPLIES – 0.7%
Baxter International, Inc.	560		25,978
HEALTH CARE PROVIDERS & SERVICES – 4.6%
Sierra Health Services, Inc.*	2,080		74,963
UnitedHealth Group, Inc.	1,860		99,938
			174,901
HOTELS RESTAURANTS & LEISURE – 0.9%
McDonald’s Corp.	440		19,505
Penn National Gaming, Inc.*	140		5,827
Pinnacle Entertainment, Inc.*	300		9,942
			35,274
HOUSEHOLD DURABLES – 2.5%
D.R.Horton, Inc.	1,920		50,861
Ryland Group, Inc.	790		43,150
			94,011
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 0.8%
AES Corp.*	380		8,375
Constellation Energy Group, Inc.	300		20,661
			29,036
INDUSTRIAL CONGLOMERATES – 0.5%
General Electric Co.	490		18,233
INSURANCE – 2.1%
ACE, Ltd.	960		58,147
The Chubb Corp.	430		22,751
			80,898
INTERNET SOFTWARE & SERVICES – 3.6%
Google, Inc.*	300		138,144
LIFE SCIENCES TOOLS & SERVICES – 1.5%
Pharmaceutical Product Development Inc	1,790		57,674

See Notes to Financial Statements.

62

FI LARGE CAP GROWTH FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Shares	Value
MACHINERY – 10.4%
Bucyrus International, Inc.	1,270	$	65,735
Caterpillar, Inc.	20		1,227
Joy Global, Inc.	2,310		111,665
Manitowoc, Inc.	1,900		112,917
Terex Corp.*	1,650		106,557
			398,101
METALS & MINING – 3.9%
Allegheny Technologies, Inc.	1,322		119,879
Titanium Metals Corp.*	950		28,034
			147,913
MULTILINE RETAIL – 2.9%
JC Penney Co., Inc.	1,290		99,794
Kohl’s Corp.*	130		8,896
			108,690
OIL, GAS & CONSUMABLE FUELS – 3.8%
Exxon Mobil Corp.	350		26,820
Sunoco, Inc.	710		44,276
Tesoro Corp.	1,120		73,662
			144,758
PHARMACEUTICALS – 2.9%
Endo Pharmaceuticals Holding, Inc.*	740		20,409
Johnson & Johnson	460		30,369
Merck & Co., Inc.	860		37,496
Sepracor, Inc.*	330		20,322
			108,596
ROAD & RAIL – 1.7%
CSX Corp.	1,420		48,891
Norfolk Southern Corp.	300		15,087
			63,978
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 7.3%
Cymer, Inc.*	2,320		101,964
Intersil Holding Corp.	500		11,960
Lam Research Corp.*	1,780		90,103
Marvell Technology Group, Ltd.*	2,430		46,632
MEMC Electronic Materials, Inc.*	720		28,181
			278,840

	Shares		Value
SOFTWARE – 1.6%
Microsoft Corp.		1,550	$	46,283
Oracle Corp.*		870		14,912
				61,195
SPECIALTY RETAIL – 4.3%
AnnTaylor Stores Corp.*		1,170		38,423
Best Buy Co., Inc.		800		39,352
Circuit City Stores, Inc.		1,470		27,901
Mens Wearhouse, Inc.		760		29,077
TJX Cos., Inc.		960		27,379
				162,132
TEXTILES, APPAREL & LUXURY GOODS – 0.5%
Wolverine World Wide, Inc.		660		18,823
THRIFT & MORTGAGE FINANCE – 0.4%
Radian Group, Inc.		270		14,556
TOBACCO – 2.5%
Altria Group, Inc.		1,010		86,678
Loews Corp.		160		10,354
				97,032
Total Common Stocks (cost $3,598,423)				3,747,907
	Principal Amount (000)
SHORT TERM INVESTMENT – 6.3%
REPURCHASE AGREEMENT – 6.3%
State Street Bank and Trust Company, 2.500%, 1/2/07 (collateralized by $250,000 Federal Home Loan Bank, 4.375%, 09/17/10, with a value of $248,224 total to be received $242,067) (amortized cost $242,000)	$	242		242,000
TOTAL INVESTMENTS – 104.7%
(cost $3,840,423)				3,989,907
Liabilities in excess of other assets – (4.7)%				(180,381	)
NET ASSETS – 100.0%			$	3,809,526

* Non-income producing security

See Notes to Financial Statements.

63

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
COMMON STOCKS – 98.1%
AEROSPACE & DEFENSE – 2.9%
Precision Castparts Corp.		13,800	$	1,080,264
Rockwell Collins, Inc.		21,600		1,367,064
Spirit Aerosystems Holdings, Inc.*		10,000		334,700
				2,782,028
AIR FREIGHT & LOGISTICS – 1.1%
CH Robinson Worldwide, Inc.		17,300		707,397
Expeditors International of Washington, Inc.		9,000		364,500
				1,071,897
AUTO COMPONENTS – 1.4%
BorgWarner, Inc.		10,500		619,710
TRW Automotive Holdings Corp.*		25,900		670,033
				1,289,743
BIOTECHNOLOGY – 2.6%
Amylin Pharmaceuticals, Inc.*		13,800		497,766
Cephalon, Inc.*		13,500		950,535
Millennium Pharmaceuticals, Inc.*		45,500		495,950
Vertex Pharmaceuticals, Inc.*		14,200		531,364
				2,475,615
BUILDING PRODUCTS – 1.7%
American Standard Cos., Inc.		35,600		1,632,260
CAPITAL MARKETS – 5.0%
Aberdeen Asset Management PLC	GB	174,747		650,309
Blackrock, Inc.		4,000		607,600
E*Trade Financial Corp.*		38,300		858,686
State Street Corp.		19,800		1,335,312
T Rowe Price Group, Inc.		29,700		1,299,969
				4,751,876

	Country Code	Shares	Value
COMMERCIAL BANKS – 0.8%
UCBH Holdings, Inc.		44,000	$	772,640
COMMERCIAL SERVICES & SUPPLIES – 8.9%
Allied Waste Industries, Inc.*		61,100		750,919
American Reprographics Co.*		9,900		329,769
Corporate Executive Board Co.		2,600		228,020
Equifax, Inc.		44,600		1,810,760
Manpower, Inc.		22,400		1,678,432
Monster Worldwide, Inc.*		30,300		1,413,192
Republic Services, Inc.		35,800		1,455,986
Robert Half International, Inc.		20,700		768,384
				8,435,462
COMPUTERS & PERIPHERALS – 1.7%
Network Appliance, Inc.*		40,400	$	1,586,912
CONSTRUCTION & ENGINEERING – 2.7%
Fluor Corp.		14,500		1,183,925
Foster Wheeler, Ltd.*		24,600		1,356,444
				2,540,369
CONSUMER FINANCE – 0.5%
AmeriCredit Corp.*		19,900		500,883
DIVERSIFIED CONSUMER SERVICES – 0.7%
Weight Watchers International, Inc.		12,600		661,878
DIVERSIFIED FINANCIAL SERVICES – 0.8%
Hong Kong Exchanges and Clearing, Ltd.	HK	65,000		715,388
ELECTRIC UTILITIES – 1.5%
Northeast Utilities		49,300		1,388,288
ELECTRICAL EQUIPMENT – 1.3%
Roper Industries, Inc.		15,200		763,648
Suntech Power Holdings Co., Ltd.*		14,300		486,343
				1,249,991

See Notes to Financial Statements.

64

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
ENERGY EQUIPMENT & SERVICES – 3.1%
GlobalSantaFe Corp.		27,900	$	1,639,962
Noble Corp.		17,200		1,309,780
				2,949,742
FOOD & STAPLES RETAILING – 2.0%
SUPERVALU, Inc.		53,600		1,916,200
FOOD PRODUCTS – 0.7%
Tyson Foods, Inc.		40,000		658,000
HEALTH CARE EQUIPMENT & SUPPLIES – 2.9%
Beckman Coulter, Inc.		21,200		1,267,760
Cytyc Corp*		26,900		761,270
Dade Behring Holdings, Inc.		17,900		712,599
				2,741,629
HEALTH CARE PROVIDERS & SERVICES – 3.8%
DaVita, Inc.*		16,600		944,208
Manor Care, Inc.		25,400		1,191,768
Patterson Cos., Inc.*		17,200		610,772
Universal Health Services, Inc.		15,800		875,794
				3,622,542
HOTELS RESTAURANTS & LEISURE – 0.9%
OSI Restaurant Partners, Inc.		21,900		858,480
HOUSEHOLD DURABLES – 1.0%
Newell Rubbermaid, Inc.		33,800		978,510
HOUSEHOLD PRODUCTS – 1.3%
Clorox Co		18,900		1,212,435
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS – 1.3%
NRG Energy, Inc.*		21,600		1,209,816
INSURANCE – 4.2%
Ambac Financial Group, Inc.		14,900		1,327,143
Assurant, Inc.		19,200		1,060,800
Everest Re Group, Ltd.		6,700		657,337
UnumProvident Corp.		42,400		881,072
				3,926,352

	Country Code	Shares	Value
IT SERVICES – 4.0%
Alliance Data Systems Corp.*		16,700	$	1,043,249
Cognizant Technology Solutions Corp., Class A*		10,800		833,328
Moneygram International, Inc.		39,000		1,223,040
The BISYS Group, Inc.*		50,500		651,955
				3,751,572
LIFE SCIENCES TOOLS & SERVICES – 1.0%
Charles River Laboratories International, Inc.*		21,800		942,850
MACHINERY – 1.5%
Oshkosh Truck Corp.		10,800		522,936
Paccar, Inc.		14,075		913,467
				1,436,403
MEDIA – 2.5%
Cablevision Systems Corp., Class A		40,800		1,161,984
EchoStar Communications Corp., Class A*		16,600		631,298
Focus Media Holding, Ltd.*		8,182		543,203
				2,336,485
METALS & MINING – 2.1%
Phelps Dodge Corp.		5,100		610,572
Teck Cominco, Ltd.		18,400		1,386,440
				1,997,012
MULTI-UTILITIES – 0.6%
PNM Resources, Inc.		19,100		594,010
MULTILINE RETAIL – 0.6%
Saks, Inc.		30,900		550,638

See Notes to Financial Statements.

65

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Country Code	Shares	Value
OIL, GAS & CONSUMABLE FUELS – 5.5%
Cameco Corp.		39,500	$	1,597,775
Murphy Oil Corp		13,500		686,475
Noble Energy, Inc.		14,600		716,422
Peabody Energy Corp.		15,800		638,478
Southwestern Energy Co.*		12,300		431,115
Western Oil Sands, Inc.*	CA	40,800		1,145,159
				5,215,424
PERSONAL PRODUCTS – 0.4%
Alberto Culver Co.*.		18,100		388,245
PHARMACEUTICALS – 3.7%
Barr Pharmaceuticals, Inc.*		21,600		1,082,592
Eisai Co., Ltd.	JP	15,100		829,691
Mylan Labs, Inc.		30,200		602,792
Shionogi & Co.	JP	51,000		1,002,647
				3,517,722
REITS – 1.3%
Host Marriott Corp.		35,561		873,023
Ventas, Inc.		8,100		342,792
				1,215,815
ROAD & RAIL – 1.4%
JB Hunt Transport Services, Inc.		31,900		662,563
Landstar Systems, Inc.		17,300		660,514
				1,323,077
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT – 5.5%
Altera Corp.*		73,800		1,452,384
Kla-Tencor Corp.		22,900		1,139,275
Lam Research Corp.*		14,800		749,176
Linear Technology Corp.		33,800		1,024,816
MEMC Electronic Materials, Inc.*		20,800		814,112
				5,179,763

	Country Code	Shares	Value
SOFTWARE – 3.8%
Activision, Inc.*		65,500	$	1,129,220
Autodesk, Inc.*		29,900		1,209,754
Cadence Design Systems, Inc.*		70,000		1,253,700
				3,592,674
SPECIALTY RETAIL – 6.2%
Abercrombie & Fitch Co. Class A		21,100		1,469,193
American Eagle Outfitters, Inc.		10,200		318,342
CarMax, Inc.*		20,500		1,099,415
O’Reilly Automotive, Inc.*		14,000		448,840
PETsMART, Inc.		40,600		1,171,716
Sally Beauty Holdings, Inc.*		7,100		55,380
Tiffany & Co.		33,000		1,294,920
				5,857,806
TEXTILES, APPAREL & LUXURY GOODS – 0.6%
Gildan Activewear, Inc.*		11,200		522,256
THRIFT & MORTGAGE FINANCE – 0.9%
Webster Financial Corp.		17,000		828,240
TRADING COMPANIES & DISTRIBUTORS – 0.3%
Fastenal Co.		8,000		287,040
WIRELESS TELECOMMUNICATION SERVICES – 1.4%
American Tower Corp. Class A*		36,100		1,345,808
Total Common Stocks (cost $79,644,373)				92,811,776

See Notes to Financial Statements.

66

BLUE CHIP MID CAP FUND

PORTFOLIO OF INVESTMENTS (Continued) December 31, 2006 Sun Capital Advisers Trust

	Principal Amount (000)		Value
SHORT TERM INVESTMENT – 2.0%
REPURCHASE AGREEMENT – 2.0%
State Street Bank and Trust Company, 4.850%, 1/2/07 (collateralized by $1,960,000 Federal Home Loan Bank, 4.375%, 09/17/10, with a value of $1,946,076 total to be received $1,905,026) (amortized cost $1,904,000)	$	1,904	$	1,904,000
TOTAL INVESTMENTS – 100.1%
(cost $81,548,373)				94,715,776
Liabilities in excess of other assets – (0.1)%				(83,308	)
NET ASSETS – 100.0%			$	94,632,468

* Non-income producing security

CA = Canada

GB = Great Britain

HK = Hong Kong

JP = Japan

See Notes to Financial Statements.

67

STATEMENTSOF ASSETSAND LIABILITIES December 31, 2006 Sun Capital Advisers Trust

	All Cap Fund			Investment Grade Bond Fund			Money Market Fund			Real Estate Fund		Davis Venture Value Fund			Oppenheimer Main Street Small Cap Fund		FI Large Cap Growth Fund			Blue Chip Mid Cap Fund
ASSETS
Investment in securities, at value	$	11,437,635		$	56,108,464		$	121,370,087		$	227,670,547	$	61,507,007		$	86,616,197	$	3,989,907		$	94,715,776
Cash		—			1,578			89			—		1,162			44,730		30			237
Foreign currency, at value		—			—			—			—		—			285		—			—
Interest and dividends receivable		13,147			466,548			57,399			983,871		72,512			73,053		2,741			102,670
Receivable for Fund shares sold		22,467			55,398			100,783			137,556		—			32		377			561
Receivable for investments sold		812			402			—			—		—			1,456,490		37,499			207,142
Receivable due from Adviser		16,203			—			—			—		—			—		31,078			—
Other assets		1,892			9,197			20,019			37,865		9,930			14,790		589			15,722
Total Assets		11,492,156			56,641,587			121,548,377			228,829,839		61,590,611			88,205,577		4,062,221			95,042,108
LIABILITIES
Payable for investments purchased		—			1,969,260			—			—		4,249			152,842		213,709			127,118
Payable for Fund shares redeemed		179			49			281			63,016		2,404			56,920		1			76,342
Adviser fee payable		—			28,821			53,002			475,556		61,810			23,440		—			145,144
Trustees fees payable		3,900			3,900			3,900			3,900		3,900			3,900		3,900			3,900
Accrued expenses and other liabilities		43,297			60,553			52,620			136,176		52,510			728,245		35,085			57,136
Total Liabilities		47,376			2,062,583			109,803			678,648		124,873			965,347		252,695			409,640
NET ASSETS	$	11,444,780		$	54,579,004		$	121,438,574		$	228,151,191	$	61,465,738		$	87,240,230	$	3,809,526		$	94,632,468
COMPOSITION OF NET ASSETS
Paid-in Capital		9,997,883			54,885,135			121,439,931			133,499,204		43,711,025			63,058,148		3,769,305			65,121,946
Accumulated undistributed (distributions in excess of) net investment income		—			—			—			4,863,265		401,361			12,559		—			863,339
Accumulated net realized gain (loss) on investments and foreign currency transactions		(6,741	)		(3,018	)		(1,357	)		30,398,058		(1,780,430	)		16,489,808		(109,263	)		15,479,917
Net unrealized appreciation (depreciation) of investments and foreign currency transactions		1,453,638			(303,113	)		—			59,390,664		19,133,782			7,679,715		149,484			13,167,266
	$	11,444,780		$	54,579,004		$	121,438,574		$	228,151,191	$	61,465,738		$	87,240,230	$	3,809,526		$	94,632,468
Initial Class
Net Assets		6,182,712			45,186,049			120,164,190			121,196,695		61,438,322			87,215,110		—			94,632,468
Share of Beneficial Interest		499,929			4,697,506			120,165,547			4,926,455		4,665,868			5,808,211		—			4,970,353
Net asset value per share	$	12.37		$	9.62		$	1.00		$	24.60	$	13.17		$	15.02	$	—		$	19.04
Service Class
Net Assets		5,262,068			9,392,955			1,274,384			106,954,496		27,416			25,120		3,809,526			—
Share of Beneficial Interest		416,035			969,548			1,274,384			4,076,789		2,085			1,676		381,869			—
Net asset value per share	$	12.65		$	9.69		$	1.00		$	26.23	$	13.15		$	14.99	$	9.98		$	—
Investments in securities, at cost	$	9,983,997		$	56,411,577		$	121,370,087		$	168,279,883	$	42,373,209		$	78,936,185	$	3,840,423		$	81,548,373
Foreign currency, at cost	$	—		$	—		$	—		$	—	$	—		$	285	$	—		$	—

See Notes to Financial Statements.

68

STATEMENTSOF OPERATIONS For the Year Ended December 31, 2006 Sun Capital Advisers Trust

	All Cap Fund			Investment Grade Bond Fund			Money Market Fund			Real Estate Fund			Davis Venture Value Fund			Oppenheimer Main Street Small Cap Fund			FI Large Cap Growth Fund*			Blue Chip Mid Cap Fund
INVESTMENT INCOME
Interest	$	12,684		$	3,186,879		$	5,937,538		$	233,143		$	68,186		$	15,244		$	1,428		$	151,759
Dividends (net of foreign withholding taxes of $0; $0; $0; $0; $3,924; $1,158; $0 and $5,944 respectively)		211,399			—			—			7,819,761			853,814			882,991			18,332			1,686,949
Total investment income		224,083			3,186,879			5,937,538			8,052,904			922,000			898,235			19,760			1,838,708
EXPENSES
Investment advisory fee		63,998			323,455			592,258			1,810,086			420,467			702,737			15,469			767,309
Distribution fee (Service Class)		8,405			16,431			2,265			191,660			43			40			5,157			—
Custody and fund accounting		63,470			82,736			78,090			87,429			76,069			345,934			38,932			123,045
Audit		35,345			39,805			30,730			38,455			33,370			33,370			26,500			33,370
Legal		3,417			18,288			39,943			66,705			19,485			31,068			752			33,528
Printing		619			3,522			7,161			20,691			2,784			5,290			530			5,215
Administration		20,536			55,607			106,128			161,921			53,701			78,730			3,621			78,382
Transfer agency		13,218			13,652			13,579			18,153			10,182			10,249			2,931			8,965
Trustees fees		19,030			19,030			19,030			19,029			19,030			19,029			13,586			19,030
Insurance		1,537			12,288			23,621			32,892			11,915			19,128			27			20,708
Miscellaneous fees		1,101			2,681			1,410			11,270			3,227			7,112			574			4,119
Total expenses		230,676			587,495			914,215			2,458,291			650,273			1,252,687			108,079			1,093,671
Less: Reduction of advisory fees		(63,998	)		(166,746	)		(319,692	)		(170,744	)		(145,668	)		(374,226	)		(15,469	)		(134,534	)
Reimbursement of operating expenses		(75,988	)		—			—			—			—			—			(70,747	)		—
Net expenses		90,690			420,749			594,523			2,287,547			504,605			878,461			21,863			959,137
Net investment income (loss)		133,393			2,766,130			5,343,015			5,765,357			417,395			19,774			(2,103	)		879,571
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FOREIGN CURRENCY
Net realized gain (loss) from investments and foreign currency transactions		226,517			(25,436	)		—			29,434,780			1,921,923			16,547,916			(109,263	)		15,597,796
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		1,322,327			44,189			—			27,468,821			5,479,918			(5,153,854	)		149,484			(6,369,825	)
Net realized and unrealized gain on investments and foreign currency		1,548,844			18,753			—			56,903,601			7,401,841			11,394,062			40,221			9,227,971
Net increase in net assets from operations	$	1,682,237		$	2,784,883		$	5,343,015		$	62,668,958		$	7,819,236		$	11,413,836		$	38,118		$	10,107,542

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

See Notes to Financial Statements.

69

STATEMENTSOF CHANGESIN NET ASSETS
	Sun Capital Advisers Trust

	All Cap Fund						Investment Grade Bond Fund						Money Market Fund
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005			2006			2005
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	133,393		$	8,657		$	2,766,130		$	2,719,397		$	5,343,015		$	3,181,996
Net realized gain (loss) from investments and foreign currency transactions		226,517			780,624			(25,436	)		545,935			—			—
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		1,322,327			(910,945	)		44,189			(2,127,925	)		—			—
Net increase (decrease) in net assets resulting from operations		1,682,237			(121,664	)		2,784,883			1,137,407			5,343,015			3,181,996
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Initial Class		(81,806	)		(6,945	)		(2,349,146	)		(2,621,561	)		(5,303,933	)		(3,175,767	)
Service Class		(53,365	)		—			(315,428	)		(95,679	)		(39,082	)		(6,229	)
Net realized gain on investments
Initial Class		(17,589	)		(870,808	)		(526,431	)		(539,326	)		—			—
Service Class		(14,555	)		(230,967	)		(83,387	)		(26,024	)		—			—
Return of Capital
Initial Class		—			—			(84,142	)		—			—			—
Service Class		—			—			(17,414	)		—			—			—
Net decrease in net assets from distributions		(167,315	)		(1,108,720	)		(3,375,948	)		(3,282,590	)		(5,343,015	)		(3,181,996	)
SHARE TRANSACTIONS
Net proceeds from sales		4,731,848			1,613,789			9,505,246			9,108,090			72,804,005			46,046,388
Net proceeds from reinvestment of distributions		167,315			1,108,720			3,375,948			3,282,590			5,343,015			3,181,996
Shares redeemed		(2,068,212	)		(2,552,857	)		(14,953,135	)		(11,326,637	)		(67,647,556	)		(59,688,037	)
Net increase (decrease) in net assets from share transactions		2,830,951			169,652			(2,071,941	)		1,064,043			10,499,464			(10,459,653	)
Total increase (decrease) in net assets		4,345,873			(1,060,732	)		(2,663,006	)		(1,081,140	)		10,499,464			(10,459,653	)
NET ASSETS
Beginning of period		7,098,907			8,159,639			57,242,010			58,323,150			110,939,110			121,398,763
End of period†	$	11,444,780		$	7,098,907		$	54,579,004		$	57,242,010		$	121,438,574		$	110,939,110
SHARES OF BENEFICIAL INTEREST
Shares sold		409,327			134,011			985,014			915,508			72,804,005			46,046,388
Shares issued to shareholders from reinvestment of distributions		13,350			102,718			352,010			330,946			5,343,015			3,181,996
Shares redeemed		(181,277	)		(214,689	)		(1,555,314	)		(1,140,853	)		(67,647,556	)		(59,688,037	)
Net increase (decrease)		241,400			22,040			(218,290	)		105,601			10,499,464			(10,459,653	)
† Includes undistributed net investment income (loss)	$	—		$	1,712		$	—		$	10,116		$	—		$	—

See Notes to Financial Statements.

70

STATEMENTSOF CHANGESIN NET ASSETS
	Sun Capital Advisers Trust

	Real Estate Fund						Davis Venture Value Fund						Oppenheimer Main Street Small Cap Fund
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2006			2005			2006			2005			2006			2005
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,765,357		$	4,817,451		$	417,395		$	427,907		$	19,774		$	25,508
Net realized gain from investments and foreign currency transactions		29,434,780			6,023,698			1,921,923			1,639,967			16,547,916			3,645,851
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		27,468,821			3,155,872			5,479,918			2,904,816			(5,153,854	)		(241,717	)
Net increase in net assets resulting from operations		62,668,958			13,997,021			7,819,236			4,972,690			11,413,836			3,429,642
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Initial Class		(1,835,207	)		(1,649,860	)		(404,193	)		(375,813	)		—			—
Service Class		(1,070,294	)		(474,100	)		(184	)		—			—			—
Net realized gain on investments
Initial Class		(4,968,324	)		(8,876,631	)		—			—			(3,408,768	)		(11,416,531	)
Service Class		(3,456,525	)		(3,083,227	)		—			—			(959	)		—
Net decrease in net assets from share transactions		(11,330,350	)		(14,083,818	)		(404,377	)		(375,813	)		(3,409,727	)		(11,416,531	)
SHARE TRANSACTIONS
Net proceeds from sales		53,438,966			38,013,393			8,823,372			5,492,029			7,967,521			6,420,151
Net proceeds from reinvestment of distributions		11,330,350			14,083,818			404,377			375,813			3,409,727			11,416,531
Shares redeemed		(44,102,686	)		(20,055,112	)		(9,392,552	)		(7,610,726	)		(19,090,076	)		(11,931,548	)
Net increase (decrease) in net assets from share transactions		20,666,630			32,042,099			(164,803	)		(1,742,884	)		(7,712,828	)		5,905,134
Total increase (decrease) in net assets		72,005,238			31,955,302			7,250,056			2,853,993			291,281			(2,081,755	)
NET ASSETS
Beginning of period		156,145,953			124,190,651			54,215,682			51,361,689			86,948,949			89,030,704
End of period†	$	228,151,191		$	156,145,953		$	61,465,738		$	54,215,682		$	87,240,230		$	86,948,949
SHARES OF BENEFICIAL INTEREST
Shares sold		2,325,382			1,990,343			725,226			513,729			559,301			456,798
Shares issued to shareholders from reinvestment of distributions		496,597			746,181			33,475			34,010			245,305			859,679
Shares redeemed		(1,966,405	)		(1,059,612	)		(779,404	)		(698,669	)		(1,300,786	)		(862,382	)
Net increase (decrease)		855,574			1,676,912			(20,703	)		(150,930	)		(496,180	)		454,095
† Includes undistributed net investment income	$	4,863,265		$	3,855,530		$	401,361		$	434,924		$	12,559		$	87,050

See Notes to Financial Statements.

71

STATEMENTSOF CHANGESIN NET ASSETS (Continued)
	Sun Capital Advisers Trust

	FI Large Cap Growth Fund			Blue Chip Mid Cap Fund
	Year Ended December 31, 2006*			Year Ended December 31,
				2006			2005
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(2,103	)	$	879,571		$	26,196
Net realized gain (loss) from investments and foreign currency transactions		(109,263	)		15,597,796			15,622,443
Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		149,484			(6,369,825	)		(1,693,758	)
Net increase in net assets resulting from operations		38,118			10,107,542			13,954,881
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Initial Class		—			—			(81,022	)
Service Class		—			—			—
Net realized gain on investments
Initial Class		—			(15,575,148	)		(2,267,288	)
Service Class		—			—			—
Net decrease in net assets from distributions		—			(15,575,148	)		(2,348,310	)
SHARE TRANSACTIONS
Net proceeds from sales		3,814,139			8,457,476			5,212,236
Net proceeds from reinvestment of distributions		—			15,575,148			2,348,310
Shares redeemed		(42,731	)		(18,860,690	)		(13,847,670	)
Net increase (decrease) in net assets from share transactions		3,771,408			5,171,934			(6,287,124	)
Total increase (decrease) in net assets		3,809,526			(295,672	)		5,319,447
NET ASSETS
Beginning of period		—			94,928,140			89,608,693
End of period†	$	3,809,526		$	94,632,468		$	94,928,140
SHARES OF BENEFICIAL INTEREST
Shares sold		386,310			413,951			280,289
Shares issued to shareholders from reinvestment of distributions		—			879,952			121,800
Shares redeemed		(4,441	)		(930,785	)		(737,379	)
Net increase (decrease)		381,869			363,118			(335,290	)
† Includes undistributed net investment income		—		$	863,339		$	5,706
* For the period May 1, 2006 (commencement of operations) to December 31, 2006.

See Notes to Financial Statements.

72

FINANCIAL HIGHLIGHTS
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	All Cap Fund Initial Class Shares															All Cap Fund Service Class Shares
	Year Ended December 31,												For the Period 5/1/2002* to 12/31/2002			Year Ended December 31,						For the Period 2/1/2004* to 12/31/2004
	2006			2005			2004			2003						2006			2005
Net Asset Value, Beginning of Period	$	10.470		$	12.470		$	11.450		$	7.540		$	10.000		$	10.700		$	12.720		$	12.140
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.173			0.019			0.031			0.040			0.020			0.121			(0.002	)		0.004
Net realized and unrealized gain (loss) on investments		1.929			(0.091	)		2.249			3.943			(2.462	)		1.996			(0.105	)		1.583
Total from Investment Operations		2.102			(0.072	)		2.280			3.983			(2.442	)		2.117			(0.107	)		1.587
Less Distributions from:
Net investment income		(0.166	)		(0.015	)		(0.035	)		(0.036	)		(0.018	)		(0.131	)		—			(0.004	)
In excess of net investment income		—			—			—			—			—			—			—			—
Net realized gain on investments		(0.036	)		(1.913	)		(1.225	)		(0.037	)		—			(0.036	)		(1.913	)		(1.003	)
In excess of net realized gain on investments		—			—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—			—
Total distributions		(0.202	)		(1.928	)		(1.260	)		(0.073	)		(0.018	)		(0.167	)		(1.913	)		(1.007	)
Net Asset Value, End of Period	$	12.370		$	10.470		$	12.470		$	11.450		$	7.540		$	12.650		$	10.700		$	12.720
Total Return (b)		20.07	%		(0.72	)%		20.39	%		52.89	%		(24.43	)%		19.78	%		(0.98	)%		13.20	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	6,183		$	5,505		$	7,049		$	5,082		$	1,780		$	5,262		$	1,594		$	1,111
Ratios to average net assets:
Net expenses (a)(c)(d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		1.15	%		1.15	%		1.15	%
Gross expenses (a)(d)		2.47	%		2.74	%		3.42	%		5.47	%		5.73	%		2.62	%		3.04	%		4.04	%
Net investment income (loss) (a)(c)(d)		1.47	%		0.15	%		0.27	%		0.70	%		0.41	%		1.44	%		(0.05	)%		0.21	%
Portfolio turnover rate		135	%		114	%		137	%		150	%		67	%		135	%		114	%		137	%

* Commencement of operations

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

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

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

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

73

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Investment Grade Bond Fund Initial Class Shares															Investment Grade Bond Fund Service Class Shares
	Year Ended December 31,															Year Ended December 31,						For the Period 2/1/2004* to 12/31/2004
	2006			2005			2004			2003			2002			2006			2005
Net Asset Value, Beginning of Period	$	9.720		$	10.090		$	10.020		$	9.630		$	9.680		$	9.790		$	10.160		$	10.090
Income (Loss) from Investment Operations:
Net investment income (d)		0.496			0.468			0.485			0.514			0.538			0.473			0.447			0.424
Net realized and unrealized gain (loss) on investments		0.008			(0.274	)		0.139			0.393			(0.050	)		0.010			(0.274	)		0.070
Total from Investment Operations		0.504			0.194			0.624			0.907			0.488			0.483			0.173			0.494
Less Distributions from:
Net investment income		(0.477	)		(0.468	)		(0.485	)		(0.517	)		(0.538	)		(0.456	)		(0.447	)		(0.424	)
In excess of net investment income		—			—			—			—			—			—			—			—
Net realized gain on investments		(0.109	)		(0.096	)		(0.069	)		—			—			(0.109	)		(0.096	)		—
In excess of net realized gain on investments		—			—			—			—			—			—			—			—
Capital		(0.018	)		—			—			—			—			(0.018	)		—			—
Total distributions		(0.604	)		(0.564	)		(0.554	)		(0.517	)		(0.538	)		(0.583	)		(0.543	)		(0.424	)
Net Asset Value, End of Period	$	9.620		$	9.720		$	10.090		$	10.020		$	9.630		$	9.690		$	9.790		$	10.160
Total Return (b)		5.39	%		1.96	%		6.42	%		9.63	%		5.23	%		5.13	%		1.73	%		5.03	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	45,186		$	53,630		$	57,619		$	66,335		$	67,679		$	9,393		$	3,612		$	704
Ratios to average net assets:
Net expenses (a)(c)(d)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%		1.00	%		1.00	%		1.00	%
Gross expenses (a)(d)		1.06	%		1.03	%		0.98	%		0.88	%		0.81	%		1.31	%		1.28	%		1.26	%
Net investment income (a)(c)(d)		5.14	%		4.72	%		4.81	%		5.22	%		5.60	%		5.06	%		4.48	%		4.58	%
Portfolio turnover rate		55	%		55	%		66	%		57	%		144	%		55	%		55	%		66	%

* Commencement of operations

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

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

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

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

74

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
	Year Ended December 31,															Year Ended December 31, 2006			For the Period 4/25/2005* to 12/31/2005
	2006			2005			2004			2003			2002
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Income (Loss) from Investment Operations:
Net investment income (d)		0.045			0.027			0.007			0.005			0.011			0.042			0.019
Net realized and unrealized gain (loss) on investments		—			—			—			—			—			—			—
Total from Investment Operations		0.045			0.027			0.007			0.005			0.011			0.042			0.019
Less Distributions from:
Net investment income		(0.045	)		(0.027	)		(0.007	)		(0.005	)		(0.011	)		(0.042	)		(0.019	)
In excess of net investment income		—			—			—			—			—			—			—
Net realized gain on investments		—			—			—			—			—			—			—
In excess of net realized gain on investments		—			—			—			—			—			—			—
Capital		—			—			—			—			—			—			—
Total distributions		(0.045	)		(0.027	)		(0.007	)		(0.005	)		(0.011	)		(0.042	)		(0.019	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return (b)		4.59	%		2.75	%		0.74	%		0.55	%		1.12	%		4.33	%		1.93	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	120,164		$	110,430		$	121,399		$	113,004		$	149,363		$	1,274		$	509
Ratios to average net assets:
Net expenses (a)(c)(d)		0.50	%		0.50	%		0.65	%		0.65	%		0.65	%		0.75	%		0.75	%
Gross expenses (a)(d)		0.77	%		0.77	%		0.71	%		0.65	%		0.65	%		1.02	%		1.02	%
Net investment income (a)(c)(d)		4.51	%		2.69	%		0.77	%		0.56	%		1.11	%		4.31	%		2.99	%
Portfolio turnover rate		N/A			N/A			N/A			N/A			N/A			N/A			N/A

* Commencement of operations

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

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

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

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

75

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Real Estate Fund Initial Class Shares															Real Estate Fund Service Class Shares
	Year Ended December 31,															Year Ended December 31,						For the Period 2/1/2004* to 12/31/2004
	2006			2005			2004			2003			2002			2006			2005
Net Asset Value, Beginning of Period	$	18.800		$	19.010		$	15.090		$	11.100		$	11.850		$	19.970		$	20.080		$	15.720
Income (Loss) from Investment Operations:
Net investment income (d)		0.811			0.224			0.581			0.277			0.496			0.638			0.206			0.302
Net realized and unrealized gain (loss) on investments		6.368			1.591			4.241			3.713			(0.036	)		6.941			1.655			4.058
Total from Investment Operations		7.179			1.815			4.822			3.990			0.460			7.579			1.861			4.360
Less Distributions from:
Net investment income		(0.372	)		(0.317	)		(0.274	)		—			(0.463	)		(0.312	)		(0.263	)		—
In excess of net investment income		—			—			—			—			—			—			—			—
Net realized gain on investments		(1.007	)		(1.708	)		(0.628	)		—			(0.583	)		(1.007	)		(1.708	)		—
In excess of net realized gain on investments		—			—			—			—			(0.070	)		—			—			—
Capital		—			—			—			—			(0.094	)		—			—			—
Total distributions		(1.379	)		(2.025	)		(0.902	)		—			(1.210	)		(1.319	)		(1.971	)		—
Net Asset Value, End of Period	$	24.600		$	18.800		$	19.010		$	15.090		$	11.100		$	26.230		$	19.970		$	20.080
Total Return (b)		38.96	%		9.67	%		33.32	%		35.95	%		4.04	%		38.64	%		9.37	%		27.74	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	121,197		$	105,368		$	102,300		$	78,695		$	44,310		$	106,954		$	50,778		$	21,890
Ratios to average net assets:
Net expenses (a)(c)(d)		1.10	%		1.10	%		1.23	%		1.25	%		1.25	%		1.35	%		1.35	%		1.50	%
Gross expenses (a)(d)		1.19	%		1.22	%		1.23	%		1.26	%		1.41	%		1.44	%		1.47	%		1.51	%
Net investment income (a)(c)(d)		3.08	%		3.55	%		3.62	%		4.54	%		5.51	%		2.95	%		3.56	%		3.79	%
Portfolio turnover rate		44	%		32	%		67	%		42	%		49	%		44	%		32	%		67	%

* Commencement of operations

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

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

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

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

76

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
	Year Ended December 31,															For the Period 5/1/2006* to 12/31/2006
	2006			2005			2004			2003			2002
Net Asset Value, Beginning of Period	$	11.560		$	10.610		$	9.500		$	7.320		$	8.740		$	12.080
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.092			0.087			0.079			0.065			0.054			(0.040	)
Net realized and unrealized gain (loss) on investments		1.607			0.941			1.097			2.161			(1.474	)		1.119
Total from Investment Operations		1.699			1.028			1.176			2.226			(1.420	)		1.159
Less Distributions from:
Net investment income		(0.089	)		(0.078	)		(0.066	)		(0.046	)		—	(e)		(0.089	)
In excess of net investment income		—			—			—			—			—			—
Net realized gain on investments		—			—			—			—			—			—
In excess of net realized gain on investments		—			—			—			—			—			—
Capital		—			—			—			—			—			—
Total distributions		(0.089	)		(0.078	)		(0.066	)		(0.046	)		—			(0.089	)
Net Asset Value, End of Period	$	13.170		$	11.560		$	10.610		$	9.500		$	7.320		$	13.150
Total Return (b)		14.77	%		9.73	%		12.45	%		30.50	%		(16.24	)%		9.66	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	61,438		$	54,216		$	51,362		$	44,215		$	32,194		$	27
Ratios to average net assets:
Net expenses (a)(c)(d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%		1.15	%
Gross expenses (a)(d)		1.16	%		1.13	%		1.16	%		1.19	%		1.21	%		1.43	%
Net investment income (a)(c)(d)		0.74	%		0.81	%		0.83	%		0.86	%		0.71	%		0.48	%
Portfolio turnover rate		16	%		15	%		11	%		7	%		26	%		16	%

* Commencement of operations

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

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

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

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

(e) Amount is less than .001 per share.

77

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 Services Class Shares
	Year Ended December 31,															For the Period 5/1/2006* to 12/31/2006
	2006			2005			2004			2003			2002
Net Asset Value, Beginning of Period	$	13.790		$	15.210		$	14.070		$	9.940		$	12.820		$	15.560
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.005			0.014			1.229			(0.003	)		0.012			(0.008	)
Net realized and unrealized gain (loss) on investments		1.822			0.568			1.142			4.139			(2.640	)		0.035
Total from Investment Operations		1.827			0.582			2.371			4.136			(2.628	)		0.027
Less Distributions from:
Net investment income		—			—			—			(0.006	)		—			—
In excess of net investment income		—			—			—			—			—			—
Net realized gain on investments		(0.597	)		(2.002	)		(1.231	)		—			(0.220	)		(0.597	)
In excess of net realized gain on investments		—			—			—			—			(0.032	)		—
Capital		—			—			—			—			—			—
Total distributions		(0.597	)		(2.002	)		(1.231	)		(0.006	)		(0.252	)		(0.597	)
Net Asset Value, End of Period	$	15.020		$	13.790		$	15.210		$	14.070		$	9.940		$	14.990
Total Return (b)		13.60	%		4.33	%		18.43	%		41.62	%		(20.61	)%		0.48	%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	87,215		$	86,949		$	89,031		$	71,827		$	44,282		$	25
Ratios to average net assets:
Net expenses (a)(c)(d)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.25	%
Gross expenses (a)(d)		1.42	%		1.10	%		1.09	%		1.12	%		1.34	%		1.82	%
Net investment income (loss) (a)(c)(d)		0.02	%		0.03	%		(0.10	)%		0.13	%		0.18	%		(0.09	)%
Portfolio turnover rate		206	%		58	%		106	%		144	%		136	%		206	%

* Commencement of operations

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

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

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

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

78

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout the period:

	FI Large Cap Growth Fund Service Class Shares
	For the Period 5/1/2006* to 12/31/2006
Net Asset Value, Beginning of Period	$	10.000
Income (Loss) from Investment Operations:
Net investment loss (d)		(0.006	)
Net realized and unrealized loss on investments		(0.014	)
Total from Investment Operations		(0.020	)
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	$	9.980
Total Return (b)		(0.20	)%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	3,810
Ratios to average net assets:
Net expenses (a)(c)(d)		1.06	%
Gross expenses (a)(d)		5.26	%
Net investment loss (a)(c)(d)		(0.10	)%
Portfolio turnover rate		110	%

* Commencement of operations

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

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

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

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

79

FINANCIAL HIGHLIGHTS (Continued)
	Sun Capital Advisers Trust

Selected data for a share outstanding throughout each period:

	Blue Chip Mid Cap Fund Initial Class Shares
	Year Ended December 31,
	2006			2005			2004			2003			2002
Net Asset Value, Beginning of Period	$	20.600		$	18.130		$	15.610		$	11.470		$	13.480
Income (Loss) from Investment Operations:
Net investment income (loss) (d)		0.177			(0.003	)		0.022			(0.011	)		(0.024	)
Net realized and unrealized gain (loss) on investments		1.877			2.979			2.498			4.151			(1.986	)
Total from Investment Operations		2.054			2.976			2.520			4.140			(2.010	)
Less Distributions from:
Net investment income		—			(0.017	)		—			—			—
In excess of net investment income		—			—			—			—			—
Net realized gain on investments		(3.614	)		(0.489	)		—			—			—
In excess of net realized gain on investments		—			—			—			—			—
Capital		—			—			—			—			—
Total distributions		(3.614	)		(0.506	)		—			—			—
Net Asset Value, End of Period	$	19.040		$	20.600		$	18.130		$	15.610		$	11.470
Total Return (b)		11.30	%		16.61	%		16.14	%		36.09	%		(14.91	)%
Ratios and Supplemental Data:
Net Assets, End of Period (000’s)	$	94,632		$	94,928		$	89,609		$	75,669		$	53,506
Ratios to average net assets:
Net expenses (a)(c)(d)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Gross expenses (a)(d)		1.14	%		1.15	%		1.12	%		1.14	%		1.17	%
Net investment income (loss) (a)(c)(d)		0.92	%		0.03	%		0.13	%		(0.09	)%		(0.21	)%
Portfolio turnover rate		83	%		67	%		60	%		76	%		90	%

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

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

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

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

80

NOTESTO FINANCIAL STATEMENTS Sun Capital Advisers Trust

NOTE A — ORGANIZATION

Sun Capital Advisers Trust (the “Trust”) is registered under the Investment Company Act of 1940 as amended (the “1940 Act”) as an open-end management investment company. The Trust was established as a Delaware statutory trust under the laws of Delaware by an Agreement and Declaration of Trust dated July 13, 1998. It currently consists of eight funds (each referred to as a “Fund” collectively as “the Funds”), which are offered only to qualified pension and retirement plans and variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The Funds are the Sun Capital All Cap Fund (“All Cap Fund”), Sun Capital Investment Grade Bond Fund (“Investment Grade Bond Fund”), Sun Capital Money Market Fund (“Money Market Fund”), Sun Capital Real Estate Fund (“Real Estate Fund”), SC Davis Venture Value Fund (“Davis Venture Value Fund”), SC Oppenheimer Main Street Small Cap Fund (“Oppenheimer Main Street Small Cap Fund”) (formerly Value Small Cap Fund), SC FI Large Cap Growth Fund (“FI Large Cap Growth Fund”) and the SC Blue Chip Mid Cap Fund (“Blue Chip Mid Cap Fund”). Each of the Funds, other than the Real Estate Fund, is classified as a diversified fund under the 1940 Act. Each Fund offers Initial Class Shares except the FI Large Cap Growth Fund. Each Fund offers Service Class Shares except the Blue Chip Mid Cap Fund. Service Class Shares for Davis Venture Value Fund, Oppenheimer Main Street Small Cap Fund and FI Large Cap Growth Fund commenced operations on May 1, 2006.

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

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

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

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

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

81

NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

Investment Transactions and Income

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

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

Foreign Currency Translation and Foreign Investments

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

Federal Income Taxes

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

In June 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109 (“FIN 48”) was issued and is effective on the last business day of the semiannual reporting period for fiscal years beginning after December 15, 2006. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements based on an evaluation as to whether the tax positions are “more likely than not” to be sustained by the Internal Revenue Service. At December 31, 2006, Trust management has evaluated the tax positions taken by the All Cap Fund, Investment Grade Bond Fund and Real Estate Fund (“the Funds”) regarding the appropriateness of distributions made during each Funds’ fiscal year ended December 31, 2004 and each Funds’ related Subchapter M status under the Code. Trust management has concluded that the tax positions originally taken meet the “more likely than not” standard and therefore there will be no impact to the Fund’s financial statements. Trust management is currently evaluating all other uncertain tax positions taken by the Trust and the impact, if any, on the Fund’s financial statements.

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

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

At December 31, 2006, 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,
	2007		2008		2009		2010		2011		2012		2014
Money Market Fund	$	1,180	$	156	$	—	$	—	$	—	$	21	$	—
Davis Venture Value Fund		—		—		—		709,437		347,308		135,278		—
FI Large Cap Growth Fund		—		—		—		—		—		—		70,556

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, 2006, the following Funds elected to defer net losses arising between November 1, 2006 and December 31, 2006.

	Amount
Oppenheimer Main Street Small Cap Fund	$	166

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

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

The tax character of distributions paid during the year ended December 31, 2005, was as follows:

	Ordinary Income		Long-Term Capital Gain
All Cap Fund	$	400,157	$	708,563
Investment Grade Bond Fund		2,826,016		456,574
Money Market Fund		3,181,996		—
Real Estate Fund		5,212,470		8,871,348
Davis Venture Value Fund		375,813		—
Oppenheimer Main Street Small Cap Fund		5,255,164		6,161,367
Blue Chip Mid Cap Fund		255,455		2,092,855

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

As of December 31, 2006 the components of distributable earnings on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Net Unrealized Appreciation (Depreciation)
All Cap Fund	$	—	$	—	$	1,446,896
Investment Grade Bond Fund		—		—		(306,131	)
Money Market Fund		—		—		—
Real Estate Fund		5,756,340		28,539,826		60,355,822
Davis Venture Value Fund		401,361		—		18,545,375
Oppenheimer Main Street Small Cap Fund		3,910,531		12,887,529		7,384,188
FI Large Cap Growth Fund		—		—		110,777
Blue Chip Mid Cap Fund		1,959,423		14,623,258		12,927,841

Dollar Roll Transactions

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

The proceeds of the sale will generally be invested in additional instruments for the Fund, and the income from these investments, together with any additional fee income received on the dollar roll transaction, will generally exceed the interest income that would have been earned on the securities sold. Dollar roll transactions involve the risk that the market value of the securities sold by the Fund may decline below the repurchase price of those similar securities which the Fund is obligated to purchase or that the return earned by the Fund with the proceeds of a dollar roll may not exceed transaction costs.

Repurchase Agreements

In connection with transactions in repurchase agreements, the Trust’s custodian takes possession of the underlying collateral securities, the value of which at least equals 102% of the principal amount of the repurchase transaction. The value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. In the event of default, the Funds have the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. There is the risk that the collateral may be insufficient to meet the obligation in the event of default.

When Issued Securities and Forward Commitments

The Funds may purchase or sell securities on a when issued or forward commitment basis. These transactions are arrangements in which the Funds purchase and sell securities with payment and delivery scheduled for a future time. Settlement dates may be a month or more after entering into these transactions and such transactions may involve a risk of loss if the value of the underlying security declines prior to the settlement date. The price of the underlying securities and the date when these securities will be delivered and paid for are fixed at the time the transaction is negotiated. This may increase the risk if the other party involved in the transaction fails to deliver and causes the Funds 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

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

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. The Funds will not enter into such agreements for the purpose of investment leverage.

Expenses

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

Dividends and Distributions

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

NOTE C — INVESTMENT ADVISORY AND OTHER RELATED PARTY AGREEMENTS

Investment Advisory Agreement

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

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

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

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

Limitations

Through April 30, 2008, the Adviser has contractually agreed to reduce its advisory fee and to reimburse each Fund’s other expenses to reduce each Fund’s total annual operating expenses to:

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

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

For the year ended December 31, 2006, the Adviser waived all or part of its advisory fee and reimbursed certain operating expenses in the following amounts:

	Advisory Fees Waived		Expenses Reimbursed
All Cap Fund	$	63,998	$	75,988
Investment Grade Bond Fund	$	166,746	$	—
Money Market Fund	$	319,692	$	—
Real Estate Fund	$	170,744	$	—
Davis Venture Value Fund	$	145,668	$	—
Oppenheimer Main Street Small Cap Fund	$	374,226	$	—
FI Large Cap Growth Fund	$	15,469	$	70,747
Blue Chip Mid Cap Fund	$	134,534	$	—

To the extent that a Fund’s gross expenses fall 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 the two year period ended December 31, 2006 the aggregate amount of expenses waived or reimbursed for the Trust is $2,664,205.

Distribution and Service Plan

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

Trustees’ Compensation

Trustees’ fees are paid by the Trust to each independent trustee of the Trust. The aggregate remuneration paid by the Funds to the independent trustees for the year ended December 31, 2006 was $116,250. The Trust pays no compensation directly to its Trustees or officers who are affiliated with the Adviser, Sun Life-US Ops Holdco or Sun Life Financial, all of whom receive remuneration for their services to the Trust from the Adviser, Sun Life- US Ops Holdco or Sun Life Financial. Certain officers and Trustees of the Trust are officers and directors of the Adviser, Sun Life -US Ops Holdco or Sun Life Financial.

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

NOTE D — INVESTMENT TRANSACTIONS

Purchases and proceeds from sales and maturities of investments, excluding short-term securities, for the year ended December 31, 2006 were as follows:

	Non- Government Purchases		Government Purchases		Non- Government Sales		Government Sales
All Cap Fund	$	14,902,478	$	85,757	$	11,884,416	$	62,751
Investment Grade Bond Fund	$	27,455,052	$	2,191,777	$	27,959,234	$	2,053,145
Real Estate Fund	$	95,666,814	$	—	$	79,476,824	$	—
Davis Venture Value Fund	$	9,925,402	$	—	$	8,678,787	$	—
Oppenheimer Main Street Small
Cap Fund	$	179,293,803	$	1,007,458	$	177,950,780	$	476,508
FI Large Cap Growth Fund	$	7,053,497	$	—	$	3,389,991	$	—
Blue Chip Mid Cap Fund	$	77,197,983	$	—	$	85,036,212	$	—

Purchases and sales, including maturities, of short-term securities, by the Money Market Fund for the year ended December 31, 2006 were $1,024,883,097 and $1,015,960,101, respectively.

The identified cost for federal income tax purposes of investments owned by each Fund and their respective gross unrealized appreciation and depreciation at December 31, 2006 were as follows:

	Identified Cost		Gross Unrealized					Net Unrealized Appreciation/ (Depreciation)
			Appreciation		(Depreciation)
All Cap Fund	$	9,990,739	$	1,489,631	$	(42,735	)	$	1,446,896
Investment Grade Bond Fund	$	56,414,595	$	804,172	$	(1,110,303	)	$	(306,131	)
Money Market Fund	$	121,370,087	$	—	$	—		$	—
Real Estate Fund	$	167,314,725	$	61,593,738	$	(1,237,916	)	$	60,355,822
Davis Venture Value Fund	$	42,961,616	$	18,951,227	$	(405,836	)	$	18,545,391
Oppenheimer Main Street Small Cap Fund	$	79,232,009	$	9,794,349	$	(2,410,161	)	$	7,384,188
FI Large Cap Growth Fund	$	3,879,130	$	208,157	$	(97,380	)	$	110,777
Blue Chip Mid Cap Fund	$	81,787,935	$	14,509,229	$	(1,581,388	)	$	12,927,841

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

NOTE E — SHARE TRANSACTIONS

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

	Initial Class						Service Class
	Year Ended December 31,						Year Ended December 31,
	2006			2005			2006*			2005
ALL CAP FUND (shares)
Shares sold		118,106			49,211			291,221			84,800
Shares issued as reinvestment of distributions		8,010			81,630			5,340			21,088
Shares redeemed		(151,864	)		(170,355	)		(29,413	)		(44,334	)
Net increase (decrease) in shares outstanding		(25,748	)		(39,514	)		267,148			61,554
Beginning of period		525,677			565,191			148,887			87,333
End of period		499,929			525,677			416,035			148,887
ALL CAP FUND ($)
Net proceeds from sales	$	1,362,456		$	586,192		$	3,369,392		$	1,027,597
Net proceeds on reinvestment of distributions		99,395			877,754			67,920			230,966
Shares redeemed		(1,731,074	)		(2,016,273	)		(337,138	)		(536,584	)
Net increase (decrease) in net assets	$	(269,223	)	$	(552,327	)	$	3,100,174		$	721,979
INVESTMENT GRADE BOND FUND (shares)
Shares sold		312,524			558,468			672,490			357,040
Shares issued as reinvestment of distributions		308,883			318,714			43,127			12,232
Shares redeemed		(1,440,306	)		(1,071,233	)		(115,008	)		(69,620	)
Net increase (decrease) in shares outstanding		(818,899	)		(194,051	)		600,609			299,652
Beginning of period		5,516,405			5,710,456			368,939			69,287
End of period		4,697,506			5,516,405			969,548			368,939
INVESTMENT GRADE BOND FUND ($)
Net proceeds from sales	$	2,997,840		$	5,546,130		$	6,507,406		$	3,561,960
Net proceeds on reinvestment of distributions		2,959,719			3,160,886			416,229			121,704
Shares redeemed		(13,834,855	)		(10,638,528	)		(1,118,280	)		(688,109	)
Net increase (decrease) in net assets	$	(7,877,296	)	$	(1,931,512	)	$	5,805,355		$	2,995,555
MONEY MARKET FUND (shares)
Shares sold		72,037,441			45,515,313			766,564			531,075
Shares issued as reinvestment of distributions		5,303,933			3,175,767			39,082			6,229
Shares redeemed		(67,607,254	)		(59,659,773	)		(40,302	)		(28,264	)
Net increase (decrease) in shares outstanding		9,734,120			(10,968,693	)		765,344			509,040
Beginning of period		110,431,427			121,400,120			509,040			—
End of period		120,165,547			110,431,427			1,274,384			509,040

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

	Initial Class						Service Class
	Year Ended December 31,						Year Ended December 31,
	2006			2005			2006*			2005
MONEY MARKET FUND ($)
Net proceeds from sales	$	72,037,441		$	45,515,313		$	766,564		$	531,075
Net proceeds on reinvestment of distributions		5,303,933			3,175,767			39,082			6,229
Shares redeemed		(67,607,254	)		(59,659,773	)		(40,302	)		(28,264	)
Net increase (decrease) in net assets	$	9,734,120		$	(10,968,693	)	$	765,344		$	509,040
REAL ESTATE FUND (shares)
Shares sold		457,882			593,691			1,867,500			1,396,652
Shares issued as reinvestment of distributions		305,914			566,245			190,683			179,936
Shares redeemed		(1,442,794	)		(935,247	)		(523,611	)		(124,365	)
Net increase (decrease) in shares outstanding		(678,998	)		224,689			1,534,572			1,452,223
Beginning of period		5,605,453			5,380,764			2,542,217			1,089,994
End of period		4,926,455			5,605,453			4,076,789			2,542,217
REAL ESTATE FUND ($)
Net proceeds from sales	$	9,826,458		$	10,760,213		$	43,612,508		$	27,253,180
Net proceeds on reinvestment of distributions		6,803,531			10,526,491			4,526,819			3,557,327
Shares redeemed		(31,613,485	)		(17,472,633	)		(12,489,201	)		(2,582,479	)
Net increase (decrease) in net assets	$	(14,983,496	)	$	3,814,071		$	35,650,126		$	28,228,028
DAVIS VENTURE VALUE FUND (shares)
Shares sold		723,156			513,729			2,070			—
Shares issued as reinvestment of distributions		33,460			34,010			15			—
Shares redeemed		(779,404	)		(698,669	)		—			—
Net increase (decrease) in shares outstanding		(22,788	)		(150,930	)		2,085			—
Beginning of period		4,688,656			4,839,586			—			—
End of period		4,665,868			4,688,656			2,085
DAVIS VENTURE VALUE FUND ($)
Net proceeds from sales	$	8,798,372		$	5,492,029		$	25,000		$	—
Net proceeds on reinvestment of distributions		404,193			375,813			184			—
Shares redeemed		(9,392,552	)		(7,610,726	)		—			—
Net increase (decrease) in net assets	$	(189,987	)	$	(1,742,884	)	$	25,184		$

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

	Initial Class						Service Class
	Year Ended December 31,						Year Ended December 31, 2006*
	2006			2005
OPPENHEIMER MAIN STREET SMALL CAP FUND (shares)
Shares sold		557,694			456,798			1,607
Shares issued as reinvestment of distributions		245,236			859,679			69
Shares redeemed		(1,300,786	)		(862,382	)		—
Net increase (decrease) in shares outstanding		(497,856	)		454,095			1,676
Beginning of period		6,306,067			5,851,972			—
End of period		5,808,211			6,306,067			1,676
OPPENHEIMER MAIN STREET SMALL CAP FUND ($)
Net proceeds from sales	$	7,942,521		$	6,420,151		$	25,000
Net proceeds on reinvestment of distributions		3,408,768			11,416,531			959
Shares redeemed		(19,090,076	)		(11,931,548	)		—
Net increase (decrease) in net assets	$	(7,738,787	)	$	5,905,134		$	25,959
FI LARGE CAP GROWTH FUND (shares)
Shares sold		—			—			386,310
Shares issued as reinvestment of distributions		—			—			—
Shares redeemed		—			—			(4,441	)
Net increase in shares outstanding		—			—			381,869
Beginning of period		—			—			—
End of period		—			—			381,869
FI LARGE CAP GROWTH FUND ($)
Net proceeds from sales	$	—		$	—		$	3,814,139
Net proceeds on reinvestment of distributions		—			—			—
Shares redeemed		—			—			(42,731	)
Net increase in net assets	$	—		$	—		$	3,771,408
BLUE CHIP MID CAP FUND (shares)
Shares sold		413,951			280,289
Shares issued as reinvestment of distributions		879,952			121,800
Shares redeemed		(930,785	)		(737,379	)
Net increase (decrease) in shares outstanding		363,118			(335,290	)
Beginning of period		4,607,235			4,942,525
End of period		4,970,353			4,607,235
BLUE CHIP MID CAP FUND ($)
Net proceeds from sales	$	8,457,476		$	5,212,236
Net proceeds on reinvestment of distributions		15,575,148			2,348,310
Shares redeemed		(18,860,690	)		(13,847,670	)
Net increase (decrease) in net assets	$	5,171,934		$	(6,287,124	)

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

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NOTESTO FINANCIAL STATEMENTS (Continued) Sun Capital Advisers Trust

NOTE F — LINE OF CREDIT

The Trust has entered into a $15 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 $15 million committed line is allocated among the participating funds at the end of each calendar quarter. During the year ended December 31, 2006 the following Funds had borrowings and commitment fees under this Agreement as follows:

	Maximum Loan		Average Daily Amount of Loan		Weighted Average Interest Rate		Commitment Fees Paid
All Cap Fund	$	—	$	—	—	%	$	267
Investment Grade Bond Fund		—		—	—			1,698
Real Estate Fund		1,986,000		72,343	5.214			5,626
Davis Venture Value Fund		265,000		3,206	5.800			1,718
Oppenheimer Main Street Small Cap Fund		1,396,000		54,236	5.416			2,738
FI Large Cap Growth Fund		—		—	—			45
Blue Chip Mid Cap Fund		507,000		6,297	4.753			2,989

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.

92

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Sun Capital All Cap Fund, Sun Capital Investment Grade Bond Fund, Sun Capital Money Market Fund, Sun Capital Real Estate Fund, SC Davis Venture Value Fund, SC Oppenheimer Main Street Small Cap Fund (formerly Value Small Cap Fund), SC Blue Chip Mid Cap Fund and SC FI Large Cap Growth Fund (each a portfolio of Sun Capital Advisers Trust, the “Trust”) as of December 31, 2006, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2006, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial positions of Sun Capital All Cap Fund, Sun Capital Investment Grade Bond Fund, Sun Capital Money Market Fund, Sun Capital Real Estate Fund, SC Davis Venture Value Fund, SC Oppenheimer Main Street Small Cap Fund (formerly Value Small Cap Fund), SC Blue Chip Mid Cap Fund and SC FI Large Cap Growth Fund as of December 31, 2006, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2007

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PROXY VOTING

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling 1-800-432-1102 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 will be available (i) on the SEC’s website at www.sec.gov; and (ii) available for review and copying at the SEC’s Public Reference Room in Washington, D.C. Information about the operations of the Public Reference Room may be obtained by calling 800-SEC-0330.

TAX INFORMATION

For the year ended December 31, 2006, the following Funds paid distributions which were designated as long-term capital gains dividends:

	Amount
All Cap Fund	$	1,910
Investment Grade Bond Fund		455,656
Real Estate Fund		6,377,583
Oppenheimer Main Street Small Cap Fund		2,808,438
Blue Chip Mid Cap Fund		13,008,689

For federal tax purposes, the following information is furnished with respect to the distributions of the Trust for its fiscal year ended December 31, 2006:

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

	Percentage
All Cap Fund	99.24	%
Investment Grade Bond Fund	—
Money Market Fund	—
Real Estate Fund	15.44	%
Davis Venture Value Fund	100.00	%
Oppenheimer Main Street Small Cap Fund	52.92	%
FI Large Cap Growth Fund	—
Blue Chip Mid Cap Fund	25.68	%

ADVISORY CONTRACT RENEWAL

Factors Considered by the Independent Trustees in Approving the Investment Advisory Agreement.

The 1940 Act requires that each fund's investment advisory agreement and, as applicable, subadvisory agreement, be approved annually both by the board of trustees and also by a majority of the independent trustees voting separately. In November 2006, the Board, all but one member of which is independent of the adviser and each subadviser, unanimously approved the continuation of each of the investment advisory and subadvisory agreements listed below (each an “investment advisory agreement” and collectively the “investment advisory agreements”).

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The independent trustees engaged in a thorough review of the investment advisory agreements, after which they determined to approve the continuation of each investment advisory agreement for an additional twelve month period. The trustees reviewed a wide range of materials furnished by the adviser and, as applicable, each subadviser, prior to reaching these decisions. The independent trustees were advised by, and held private meetings with, their independent legal counsel in connection with the review of the investment advisory agreements, and requested and received additional information regarding the adviser and each subadviser. In deciding to approve the continuation of each investment advisory agreement, the trustees considered information about the following, among other things:

• the adviser’s and each subadviser’s personnel (including particularly those personnel with responsibilities for providing services to the funds), resources, policies and investment processes — in this regard, in addition to meeting with representatives of the adviser and each subadviser, the independent trustees also considered, among other things, the adviser’s representation that it was satisfied with the resources committed to the funds by each subadviser and its recommendation that each subadvisory agreement be continued;

• the nature, scope and quality of the services that the adviser and each subadviser could provide to the funds — in this regard, the independent trustees considered, among other things, that the types of services to be provided under the investment advisory agreements were comparable to those typically found in agreements of such type;

• the investment performance of each fund and its investment adviser, both absolute and relative to various benchmarks and industry peer groups — in this regard, the independent trustees noted the disappointing investment performance of the SC Value Small Cap Fund in past years, and observed that the Board had approved a change in subadviser to that Fund effective in early 2006 (this Fund was renamed the Oppenheimer Main Street Small Cap Fund at that time in conjunction with the appointment of OppenheimerFunds, Inc. as the Fund's new subadviser);

• the costs of the services to, and profits realized by, the adviser and its affiliates from their relationship with each fund — in this regard, the independent trustees observed that the adviser was operating several funds at a net loss (suggesting that the adviser had assumed considerable economic risk in contracting with the funds), and had committed to extend previously existing total operating expense caps applicable to each fund through at least April 30, 2008, including the reduced total operating expense caps applicable to the Sun Capital Money Market Fund and the Sun Capital Real Estate Fund that first took effect in 2005; in analyzing the adviser’s and its affiliates’ costs and profits, the trustees also reviewed the fees paid to and services provided by the adviser and its affiliates to the fund for non-advisory services, including distribution (including fees paid pursuant to Rule 12b-1 plans); the board concluded that each fund's investment advisory fee schedule represented reasonable compensation in light of, among other factors, the costs incurred by the adviser and its affiliates in providing services to the funds;

• the extent to which economies of scale would be realized as the funds grow — in this regard, the independent trustees observed that the advisory fees charged to the SC Davis Venture Value Fund, the SC Blue Chip Mid Cap Fund and the Oppenheimer Main Street Small Cap Fund contain breakpoints and, accordingly, reflect the potential to share economies of scale, and that the adviser committed to revisit with the Board the possibility of adding breakpoints for each other fund to the extent any such fund’s assets under management increase to more substantial, scaleable levels in the future; based on these factors, among others, the Board concluded that each fund's fee schedule represents an appropriate sharing between fund shareholders and the adviser of such economies of scale as may exist in the management of each fund at current asset levels;

• the advisory and subadvisory fee rates paid to the adviser and each subadviser for the funds relative to those payable for similar funds advised by such firms and other firms, and relative to those payable by institutional accounts advised or subadvised by such firms; in this regard, the board gave a lesser weight to fees paid by

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OTHER INFORMATION (Unaudited) (Continued)

similar institutional accounts advised or subadvised by such firms in light of material differences in the scope of services provided to mutual funds as opposed to institutional accounts; taking into account the foregoing, the Board concluded that the fee schedule in effect for each fund represented reasonable compensation in light of the nature, extent and quality of the investment services being provided to each fund;

• the practices of the adviser and each subadviser regarding the selection and compensation of brokers and dealers executing portfolio transactions for the funds, and the brokers’ and dealers’ provision of brokerage and research services to the adviser and each subadviser; and

• the adviser’s and each subadviser’s commitment to and record of compliance, including its written compliance policies and procedures; in this regard, the independent trustees considered the significant attention and resources dedicated by the adviser to documenting and enhancing its compliance processes in recent years.

In conducting their review, the independent trustees received and considered information prepared by Lipper Inc. relating to each fund’s performance, advisory fees and total expenses relative to appropriate peer groups and universes.

In addition to considering all of the foregoing in connection with the independent trustees’ annual contract review, the independent trustees also receive and consider information bearing on the investment advisory agreements throughout the year in connection with their regular quarterly meetings. This includes information relating to the investment performance of each fund and its investment adviser, brokerage reports and reports regarding any compliance-related developments.

After due consideration of these and other factors that they considered relevant, the trustees, including the independent trustees, unanimously determined to approve the continuation of each investment advisory agreement, and concluded that the continuation of such agreements was in the best interests of each fund's shareholders.

In reaching this conclusion, the board did not give particular weight to any single factor noted above. The board considered these factors over the course of several meetings, each of which included an executive session with only the independent trustees and their counsel present. It is possible that individual trustees may have weighted these factors differently in reaching their individual decisions to approve the continuation of the investment advisory agreements.

Investment Advisory Agreements Approved in November 2006

Investment advisory agreements:

Sun Capital Investment Grade Bond Fund

Sun Capital Money Market Fund

Sun Capital Real Estate Fund

Sun Capital All Cap Fund

SC Oppenheimer Main Street Small Cap Fund

SC Davis Venture Value Fund

SC Blue Chip Mid Cap Fund

Sub-advisory agreements:

SC Davis Venture Value Fund

SC Blue Chip Mid Cap Fund

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

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

Name, address and age	Position with the Trust	Length of Time Served	Principal occupation past 5 years	Number of Funds Within Fund Complex Overseen by Trustee	Other Directorships Held Outside of the Fund Complex by Trustee
Michael P. Castellano 16 Sheldrake Lane Palm Beach Gardens, FL 33418 Year of birth: 1941	Trustee	Since February 2005	Retired	8	Director, Globe Tel Communications Corp. since 2006.
Anthony C. Paddock 350 Fifth Avenue, Suite 5513 New York, NY 10118 Year of birth: 1935	Trustee	Since October 1998	Managing Director, Empire Valuation Consultants, Inc., since 1996. President, AC Paddock & Associates (consulting), since 1996.	8
William N. Searcy, Jr. 4411 133rd St. Ct. NW Gig Harbor, WA 98332 Year of birth: 1946	Chairman and Trustee	Since October 1998	Private investor since 2003. Pension and savings trust officer, Sprint Corp., 1989-2003.	8	Trustee, Scudder Funds (New York) Board (88 mutual funds) since 1993
James M.A. Anderson* One Sun Life Executive Park Wellesley Hills, MA 02481 Year of birth: 1949	President, Chief Executive Officer and Trustee	Trustee since October 1998	Executive Vice President and Chief Investment Officer, Sun Life Financial, since 2005, previously chief investment officer, Sun Capital Advisers LLC, 2000-2005 and vice president, Sun Life Financial, 1995 - 2005.	8	Director, Sun Capital Advisers LLC since 1998, Director, Sun Life of Canada (U.S.) SPE 97-I, Inc. since 2003, Director, Crosspointe Shops I LLC since 2004, Director, Crosspointe Shops II LLC, since 2004
James F. Alban* One Sun Life Executive Park Wellesley Hills, MA 02481 Year of birth: 1962	Chief Financial Officer and Treasurer	Since October 1998	Senior vice president and Chief Financial Officer, Sun Capital Advisers LLC, since 2000. Assistant vice president, Sun Life Financial since 1998.	N/A	N/A

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

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Sun Capital Advisers Trust

TRUSTEES AND OFFICERS

Michael P. Castellano, Trustee

Anthony C. Paddock, Trustee

William N. Searcy, Jr., Chairman, Trustee

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

James F. Alban, Treasurer and CFO

Joseph L. Ciardi, Chief Compliance Officer

Maura A. Murphy, Secretary

INVESTMENT ADVISER

Sun Capital Advisers LLC

One Sun Life Executive Park

Wellesley Hills, MA 02481

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT

State Street Bank & Trust Company

1 Lincoln Street

Boston, MA 02111

LEGAL COUNSEL

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

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

Item 2. Code of Ethics.

Registrant has adopted a code of ethics that applies to registrant’s principal executive officer and principal financial officer. This code of ethics is available without charge, upon request, by calling 1-800-432-1102 x1687. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

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

FY 2006	FY 2005
$230,085	$	192,000

(b) Audit-related Fees:

FY 2006	FY 2005
None	None

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

FY 2006	FY 2005
$25,250	$22,585

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

FY 2006	FY 2005
$98,250	None

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

The policy includes a list of specified services that are deemed to be pre-approved, subject to stated dollar limits, by the Audit Committee. The Audit Committee must provide specific advance approval for any service that is not included in the list of pre-approved services, or for any pre-approved service that exceeds the dollar limit set forth in the policy. In determining whether to approve services, the Audit Committee considers whether the services are consistent with maintaining the principal accountant’s independence.

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

(f) Not applicable

(g) During the registrant’s fiscal years ended December 31, 2006 and December 31, 2005, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant, the registrant’s investment adviser, or to any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant were $98,250 and $0, respectively, and were less than the aggregate fees billed for those same periods by the registrant’s principal accountant for audit services rendered to the registrant.

(h) Not applicable

Item 5. Audit Committee of Listed Registrants.

Not applicable

Item 6. Schedule of Investments.

Included in stockholder report filed under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not Applicable

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not Applicable

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

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

Item 11. Controls and Procedures.

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

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

Item 12. Exhibits.

(a)(1)	The code of ethics as required by Form N-CSR Item 2 is filed herewith.
(a)(2)	A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Investment Company Act of 1940, as amended, are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	SUN CAPITAL ADVISERS TRUST
By (Signature and Title)*	/s/ JAMES M.A. ANDERSON
	James M.A. Anderson, President

Date: February 15, 2007

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

By (Signature and Title)*	/s/ JAMES M.A. ANDERSON
	James M.A. Anderson, President
	(Chief Executive Officer)

Date: February 15, 2007

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

Date: February 15, 2007

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