Exhibit?24.1

CONFIRMING STATEMENT

This Statement confirms that the undersigned, Adam Sachs,
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/
?
Adam Sachs