Exhibit?24.1

CONFIRMING STATEMENT

This Statement confirms that the undersigned, Heather Goldman,
has authorized and designated Brian?F.?Hurley, Brian Hourihan,
and Waheed?Olowa to execute and file on the undersigned?s
behalf all Forms 3, 4 and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of the undersigned?s
ownership of or transactions in securities of Oaktree Diversified
Income Fund Inc. (the ?Company?). The authority of Brian?F.?Hurley,
Brian Hourihan, and Waheed?Olowa under this Statement shall
continue until the undersigned is no longer required to file Forms 3, 4
and 5 with regard to the undersigned?s ownership of or transactions
in securities of the Company, unless earlier revoked in writing.
The undersigned acknowledges that Brian?F.?Hurley, Brian Hourihan,
 and Waheed?Olowa are not assuming, nor is the Company assuming,
any of the undersigned?s responsibilities to comply with
Section?16 of the Securities Exchange Act of 1934.
?
?
Date: October?29, 2021


/s/
?
Heather Goldman