Recommended Merger

JPMorgan Fleming Emerge Mkts IT PLC
10 October 2005


10 October 2005


JPMorgan Fleming Emerging Markets Investment Trust plc ('JPMF Emerging Markets')

Recommended Merger of JPMF Emerging Markets and F&C Emerging Markets Investment
Trust plc ('F&C Emerging Markets')

The Board of JPMF Emerging Markets announces that it has reached an agreement in
principle with the Board of F&C Emerging Markets for the merger of the two
companies to create a significantly larger global emerging markets investment
trust under the management of JPMorgan Asset Management ('JPMorgan').

It is envisaged that the merger will be effected by F&C Emerging Markets
undertaking a scheme of reconstruction under Section 110 of the Insolvency Act
1986 offering its shareholders the opportunity to continue their investment in
global emerging markets by electing for new JPMF Emerging Markets shares or the
option of realising some or all of their investment for cash at close to net
asset value. Shareholders making no election will receive new JPMF Emerging
Markets shares. Holders of convertible loan stock ('CULS') in F&C Emerging
Markets will have the option of electing for cash or JPMF Emerging Markets
shares on the basis of the CULS being converted on the effective date. They will
also have the option of being repaid at par, should this provide a higher value.

JPMorgan will make a cash contribution of one per cent. of the asset value
rolling into JPMF Emerging Markets, of which half will be attributable to those
F&C Emerging Markets shareholders electing to roll over and the remainder will
be attributable to existing JPMF Emerging Markets shareholders. JPMorgan will
also seek to mitigate F&C Emerging Markets' portfolio realignment and
realisation costs by transferring assets in specie to JPMF Emerging Markets or
purchasing assets on behalf of other JPMorgan client accounts where JPMorgan
considers such transfers or purchases to be in the best interests of both JPMF
Emerging Markets and the relevant client.

JPMF Emerging Markets will incur no asset or income dilution as a result of the
transaction. JPMorgan has agreed to pay JPMF Emerging Markets' costs in relation
to the transaction to the extent that they exceed the value of JPMorgan's
contribution as set out above.

Two F&C Emerging Markets Directors, Val Powell and David Gamble, will join the
JPMF Emerging Markets Board.

As part of the transaction arrangements, the JPMF Emerging Markets continuation
vote, due in 2006, will be brought forward for consideration at the
extraordinary general meeting to approve the merger. Further continuation
resolutions will be proposed in 2008 and every three years thereafter.

F&C Emerging Markets will allocate its costs, estimated to be approximately one
per cent. (including portfolio realignment costs estimated at 1 September 2005)
equally across all its shareholders. F&C Emerging Markets will deduct from the
amount attributable to cash electors an amount equal to three per cent. of the
attributable net assets. This value will be added to the net assets attributable
to those F&C Emerging Markets shareholders electing to roll over into new JPMF
Emerging Markets shares.

Further announcements will be made in due course as to the full details of the
transaction, which will require shareholder approval at extraordinary general
meetings of the two companies. It is expected that the transaction will conclude
before the end of the year.

Shareholders representing 40.8 per cent. of F&C Emerging Markets' issued shares
have indicated in writing their intention to vote in favour of the transaction.

Enquiries:

JPMF Emerging Markets

Roy Reynolds, Chairman, 020 7742 3445
Robin Archibald, Winterflood Investment Trusts, 020 7621 5564

JPMorgan Asset Management

David Barron/Simon Crinage, 020 7742 3475

Neil Hedges/Andy Berry/Mark Tierney, Fishburn Hedges, 020 7839 4321

Winterflood Investment Trusts, which is regulated by the Financial Services
Authority, is acting for JPMF Emerging Markets and for no-one else in connection
with the contents of this announcement and will not be responsible to anyone
other than JPMF Emerging Markets for providing the protections afforded to
customers of Winterflood Investment Trusts, or for affording advice in relation
to the contents of this announcement or any matters referred to herein.




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