Exhibit?24.1

CONFIRMING STATEMENT

This Statement confirms that the undersigned, Mohamed Rasul,
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/
?
Mohamed Rasul