Exhibit (j)(2)

FIRST AMENDMENT TO THE

OAKTREE DIVERSIFIED INCOME FUND INC.
CUSTODY AGREEMENT

THIS FIRST AMENDMENT, effective as of September 1, 2025 (the “Effective Date”), to the Custody Agreement dated as of November 1, 2021 (the “Agreement”), is entered into by and between OAKTREE DIVERSIFIED INCOME FUND INC., a Maryland corporation (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees listed on Exhibit B of the Agreement for a period of three (3) years; and

WHEREAS, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties hereby amend the Agreement as follows:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the Effective Date.

Exhibit B to the Custody Agreement – Oaktree Diversified Income Fund Inc.

Custody Services Fee Schedule

Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:

0.40 basis points on the first $5 billion

0.25 basis points on the balance

Minimum annual fee per fund – $4,800

Plus portfolio transaction fees

Portfolio Transaction Fees

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Custody Services Bank Loan Fee Schedule

Based upon an annual rate of the average daily market value of the bank loan(s) serviced by U.S. Bank, N.A. held in the portfolio:

2 basis points on the first $150 million

1.25 basis points on the next $650 million

1 basis points on the balance

Quarterly minimum fee - $5,000

Bank loan fees are calculated pro rata and billed monthly.

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., margin management services, securities lending services, compliance with new SEC rules and reporting requirements).

Chief Compliance Officer Support Fee

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly.

Additional Global Sub-Custodial Services Annual Fee Schedule

* Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

Global Custody Base Fee

A monthly base fee of $500 per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. Safekeeping and transaction fees are assessed on security and currency transactions.

Global Custody Tax Services:

Miscellaneous Expenses

Non Eurobonds rate sheet – below rate is applied on ISINs held at Euroclear plus (in addition to standard 1 basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.