Exhibit?24.1

CONFIRMING STATEMENT

This Statement confirms that the undersigned, Edward Kuczmarski,
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/
?
Edward Kuczmarski