Tender Offer

JPMorgan Fleming Overseas IT PLC
31 March 2006


                 JPMORGAN FLEMING OVERSEAS INVESTMENT TRUST PLC

                                  Tender Offer


Further to the announcement of 30 March 2006, the Board of Directors of JPMorgan
Fleming Overseas Investment Trust plc (the 'Company') announces that
applications under the Tender Offer were made in respect of 32,574,617 Shares,
representing 46.7 per cent. of the Shares outstanding.

As the Tender Offer is not fully subscribed there will be no scaling back and
all applications under the Tender Offer will be satisfied in full.

The Repurchase Price, which has been calculated as set out in paragraph 3 of
Part V of the circular to Shareholders dated 3 March 2006, is 636.6871 pence per
Share. It is expected that cheques will be despatched and CREST payments made on
7 April 2006.


Enquiries:

Simon Crinage, JPMorgan Asset Management, tel. [phone]
Howard Myles, Ernst & Young LLP, tel. [phone]
David Benda, Winterflood Securities, tel. [phone]


Terms not defined shall have the meanings given to them in the circular to
Shareholders dated 3 March 2006.




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