<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>9
<FILENAME>b62570a2exv99wxny.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<PAGE>

                                                                     Exhibit (N)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Pre-Effective Amendment No. 2 to the Registration
Statement No. 333-129692, as amended, on Form N-2 of our report dated November
10, 2006 relating to the financial statements of Eaton Vance Tax-Managed
Diversified Equity Income Fund appearing in the Statement of Additional
Information, which is part of such Registration Statement and to references to
us under the heading "Independent Registered Public Accounting Firm" in the
Prospectus and Statement of Additional Information which are part of such
Registration Statement.


/s/ Deloitte & Touche L.L.P.
----------------------------
DELOITTE & TOUCHE L.L.P.
Boston, Massachusetts
November 22, 2006

</TEXT>
</DOCUMENT>
