Calculation of Filing Fee Tables

FORM N-2

(Form Type)

Western Asset Diversified Income Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security  Type

Security Class Title

Fee Calculation  or Carry Forward Rule

Amount Registered

Proposed Maximum  Offering Price Per Unit

Maximum Aggregate  Offering Price(1)

Fee Rate

Amount of Registration  Fee

Carry Forward  Form Type

Carry Forward  File Number

Carry Forward  Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common  Stock

457(o)

$350,000,000

$153.10

$53,585

Fees to Be Paid

Other

Rights to  Purchase  Shares of   Common  Stock(2)

—

—

Fees Previously Paid

Equity

Common  Stock

457(o)

—

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$350,000,000

$53,585

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$53,585

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2) No separate consideration will be received by the Registrant. Any shares issued pursuant to an offering of rights to purchase shares of common stock, including any shares issued pursuant to an over-subscription privilege or a secondary over-subscription privilege, will be shares registered under this Registration Statement.