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                      PROSPECTUS SUPPLEMENT -- JULY 1, 2008


THREADNEEDLE GLOBAL EQUITY FUND -- PROSPECTUS (12/28/07 AS AMENDED 3/31/08)   S-
6334-99 AF


The following changes are expected to become operational Aug. 1, 2008:

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

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 I 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.

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 as follows:

 SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)



                                                                                    CLASS I
                                                                                 
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 I
                                                                                 
Management fees(a)                                                                   0.78%
Distribution (12b-1) fees                                                            0.00%
Other expenses(b)                                                                    0.16%
Total annual fund operating expenses                                                 0.94%



(a) Includes the impact of a performance incentive adjustment that increased the
    management fee by 0.004% 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 Global 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 custody fee and other
    nonadvisory expenses. 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 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 for Class I 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 I                                                          $96       $300       $521      $1,159





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S-6334-4 A (7/08)