EXHIBIT (2)(B)

         Article I, Section 1 was amended on October 28, 2005 by deleting the
section in its entirety and replacing it with the following section:

         Section 1. Principal Office. The principal office of The European
Equity Fund, Inc. (the "Corporation") shall be located at such place or places
as the Board of Directors may designate.

         Article III, Section 3 was amended on October 28, 2005 by deleting the
section in its entirety and replacing it with the following section:

         Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination,
(a) have Relevant Experience and Country Knowledge (as defined below), (b) not
have any Conflict of Interest (as defined below) and (c) not be of an age such
that he will attain the age of over 70 years in the calendar year in which his
or her term will end; provided that clause (c) shall not apply to any person who
was a Director on October 15, 1999 or to any person whom the Nominating
Committee (or in the absence of such a Committee, the Board of Directors)
determines to except from that clause on the basis that the person's prior
public or government service or other broad-based activities in the business
community make it essential that the Corporation continue to receive the benefit
of the person's services as a Director. The determination described in the
previous sentence shall be made on or before the time of nomination. Whether a
proposed nominee satisfies the foregoing qualifications shall be determined by
the Nominating Committee or, in the absence of such a Committee, by the Board of
Directors, each in its sole discretion.

         For purposes of the following definitions of Relevant Experience and
Country Knowledge and Conflict of Interest, the term "Specified Country" means
any one or more of the following countries: the Austrian Republic, the Kingdom
of Belgium, the Republic of Finland, the French Republic, the Federal Republic
of Germany, the Hellenic Republic ("Greece"), the Republic of Ireland, the
Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands,
the Portuguese Republic and the Kingdom of Spain, and any other country in
Europe that has adopted the Euro as its currency.

         "Relevant Experience and Country Knowledge" means experience in
business, investment, economic or political matters of a Specified Country or
the United States, through service for 10 of the past 20 years (except where a
shorter period is noted) in one or more of the following principal occupations:

         (1)      senior executive officer or partner of a financial or
                  industrial business headquartered in a Specified Country and
                  that has annual revenues of at least the equivalent of US $500
                  million,

         (2)      senior executive officer or partner of a financial or
                  industrial business headquartered in the United States that
                  has annual revenues of at least the equivalent of US $500
                  million and whose management responsibilities include
                  supervision of business operations in a Specified Country or
                  other European country,



         (3)      director (or the equivalent) for 5 of the past 10 years of one
                  or more investment businesses or vehicles (including this
                  Corporation) a principal focus of which is investment in one
                  or more Specified Countries and that have at least the
                  equivalent of US $250 million in combined total assets of
                  their own,

         (4)      senior executive officer or partner of an investment
                  management business having at least the equivalent of US $500
                  million in securities of companies in one or more Specified
                  Countries or securities principally traded in one or more
                  Specified Countries under discretionary management for others,

         (5)      senior executive officer or partner of a business consulting,
                  accounting or law firm having at least 100 professionals and
                  whose principal responsibility involves or involved providing
                  services involving matters relating to a Specified Country or
                  other European country for financial or industrial businesses,
                  investment businesses or vehicles or investment management
                  businesses as described in (1) - (4) above,

         (6)      senior official (including ambassador or minister) (i) in the
                  national government, a government agency or the central bank
                  of a Specified Country or the United States, (ii) in a major
                  supranational agency or organization of which a Specified
                  Country or the United States is a member, or (iii) in a
                  leading international trade organization relating to a
                  Specified Country or the United States, in each case in the
                  area of finance, economics, trade or foreign relations, or

         (7)      current director or senior officer (without regard to years of
                  service) of an investment manager or adviser of the
                  Corporation, or of any entity controlling or under common
                  control with an investment manager or adviser of the
                  Corporation.

For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2) of
the next paragraph, the term "financial or industrial business" includes a
financial or industrial business unit within a larger enterprise; the term
"investment businesses or vehicles" includes an investment business unit or
investment vehicle within a larger enterprise; the term "investment management
business" includes an investment management business unit within a larger
enterprise; and the term "investment vehicle" includes an investment vehicle
within a larger enterprise; but in each case only to the extent the unit
satisfies the revenue, asset and other requirements specified for the business
or vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of
the next paragraph.

         "Conflict of Interest" means the presence of a conflict with the
interests of the Corporation or its operations through any of the following:

         (1)      current position (a) as a director, officer, partner or
                  employee of another investment vehicle a significant (i.e.,
                  25% or more of total assets) focus of which is securities of
                  companies in one or more Specified Countries or securities
                  principally traded in markets of one or more Specified
                  Countries and that does not have the same investment adviser
                  as the Corporation or an investment adviser affiliated with an
                  investment adviser of the Corporation, and (b) having direct
                  and regular responsibilities relating to that investment
                  vehicle,

         (2)      current position as (a) a director, officer, partner or
                  employee of the sponsor (or equivalent) of an investment
                  vehicle described in the previous point and (b) having direct
                  and regular responsibilities relating to that investment
                  vehicle, or

         (3)      current position as an official of a governmental agency or
                  self-regulatory body having responsibility for regulating the
                  Corporation or the markets in which it proposes to invest.