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                      PROSPECTUS SUPPLEMENT -- AUG. 3, 2009

THREADNEEDLE EMERGING MARKETS FUND -- PROSPECTUS (DEC. 30, 2008)     S-6354-99 V

THE FRONT COVER OF THE PROSPECTUS IS REVISED TO INCLUDE THE FOLLOWING ADDITIONAL
CLASS OF SHARES: R2

The information below supplements the relevant sections of the prospectus. The
caption headings used in this Supplement correspond to the caption headings used
in the prospectus. You may purchase these shares only if you are an eligible
investor, as described under the caption "Buying and Selling Shares" in the
Fund's prospectus.

PAST PERFORMANCE

Class R2 is new and therefore performance information is not shown. Please note
that you will find performance returns for other classes of shares of the Fund,
together with returns of one or more broad measures of market performance, in
the performance table of the prospectus. The performance table is intended to
indicate some of the risks of investing in the Fund by showing changes in the
Fund's performance over time.

Past performance for Class R2 for the period prior to the beginning of
operations for that class may be calculated based on the performance of Class B.
The blended class performance will be adjusted to reflect differences in sales
charges, but not differences in annual Fund operating expenses (for example,
12b-1 fees). The use of blended performance generally results in a presentation
of higher performance for classes with higher operating expenses than those of
the class with which they are blended, and a presentation of lower performance
for classes with lower operating expenses than those of the class with which
they are blended.

FEES AND EXPENSES

Fund investors pay various expenses. The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund.

The table is supplemented to include the following:

 SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)



                                                                                   CLASS R2
                                                                                
Maximum sales charge (load) imposed on purchases (as a percentage of offering
price)                                                                               None
Maximum deferred sales charge (load) imposed on sales (as a percentage of
offering price at time of purchase)                                                  None



 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)



AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS:                                       CLASS R2
                                                                                
Management fees(a)                                                                   1.16%
Distribution and/or service (12b-1) fees                                             0.50%
Other expenses(b)                                                                    0.57%
Total annual fund operating expenses                                                 2.23%



(a) Includes the impact of a performance incentive adjustment that increased the
    management fee by 0.08% for the most recent fiscal year. The index against
    which the Fund's performance is measured for purposes of determining the
    performance incentive adjustment is the Lipper Emerging Markets Funds Index.
    See "Fund Management and Compensation" for more information.
(b) Other expenses are based on estimated amounts for the current fiscal year
    and include an administrative services fee, a transfer agency fee, a custody
    fee, other nonadvisory expenses and a plan administration services fee.
    Other expenses may also include fees and expenses of affiliated and
    unaffiliated funds (acquired funds) which the Fund indirectly bears when it
    invests in the acquired funds. The impact of these acquired funds fees and
    expenses is estimated to be less than 0.01% for the current fiscal period.
    Because acquired funds will have varied expense and fee levels and the Fund
    may own different proportions of acquired funds at different times, the
    amount of fees and expenses incurred by the Fund with respect to such
    investments will vary.

EXAMPLES
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The table is supplemented as follows:

The amounts shown are the same whether or not you redeem your shares at the end
of the periods shown.



                                                               1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                                                   
Class R2                                                        $226       $697      $1,196     $2,569





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S-6354-5 A (8/09)