Exhibit 10.1

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (this “Agreement”), dated as of October 1,

2025, by and between Carlyle Private Equity Partners Fund, L.P., a Delaware limited partnership (the

“Fund”), and Carlyle Investment Management L.L.C., a Delaware limited liability company (the

“Investment Advisor”).

WHEREAS, the Fund desires that the Investment Advisor provide management services,

including sourcing, investigating, structuring and negotiating potential investments, managing the

Portfolio Companies post-acquisition, monitoring and evaluating Investments and advising the Fund with

respect to disposition opportunities, and the Investment Advisor desires to render such services to the

Fund in consideration of a management fee and other compensation as hereinafter specified; and

WHEREAS, the engagement of the Investment Advisor by the Fund is authorized by the

Amended and Restated Limited Partnership Agreement of the Fund (as amended and/or restated from

time to time, the “Partnership Agreement”).

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the

parties agree as follows:

1.Defined Terms. The defined terms used in this Agreement shall, unless the

context otherwise requires, have the meanings specified in this Section 1 or, if not so specified, shall have

the meanings specified in the Partnership Agreement.

“Break-Up Fees” shall mean break-up, topping, termination and other similar fees

payable in connection with unconsummated transactions by the Fund, net of out-of-pocket

expenses incurred by the General Partner or its Affiliates in connection with the transactions out

of which such fees arose, including any value-added, sales or similar taxes applicable to such

fees.

“Carlyle Broker Dealer” shall mean an Affiliate of the General Partner that (i) is a U.S.

regulated broker dealer or a non-U.S. equivalent thereof or (ii) otherwise conducts a financial

services, investment banking, loan origination, structuring, placement, advisory or other similar

business, including acting as a broker, dealer, distributor, financial advisor, syndicator, arranger,

servicer, underwriter or originator of securities or loans.

“Directors’ Fees” shall mean cash and non-cash directors’ fees, including warrants,

options, derivatives and other rights in respect of securities owned by the Fund, but for the

avoidance of doubt, not including any stock options or other compensation granted or paid by

Portfolio Companies to employees of Carlyle who serve in a bona fide, non-director management

capacity at any such Portfolio Company.

“Expense Support” shall have the meaning specified in Section 4(a) hereof.

“Management Fee” shall have the meaning specified in Section 3 hereof.

“Other Fees” shall mean cash and non-cash commitment, monitoring, organizational, set-

up, advisory, investment banking, underwriting, syndication fees or other similar fees in

connection with the purchase, monitoring or disposition of Investments by the Fund, including

warrants, options, derivatives and other rights in respect of securities owned by the Fund

(excluding amounts (i) received by a Carlyle Broker Dealer, (ii) received from co-investors

(including co-investors of any Other Carlyle Account), (iii) received by Carlyle operating

executives, senior advisors and similar consultants, (iv) received by members of the Global

Portfolio Solutions team or by Carlyle in respect of the services thereof and (v) that are eligible to

be treated as Fund Expenses), net of out-of-pocket expenses incurred by the General Partner or its

Affiliates in connection with the transactions out of which such fees arose, including any value-

added, sales or similar taxes applicable to such fees. For the avoidance of doubt, Other Fees shall

not include (i) any stock options or other compensation granted or paid by Portfolio Companies to

employees of Carlyle who serve in a bona fide, non-director management capacity at any such

Portfolio Company or (ii) any fees and/or carried interest earned by Carlyle in connection with

secondary investments in Other Carlyle Accounts. For these purposes, a new commitment to a

continuation vehicle sponsored by Carlyle shall be considered a secondary investment.

“Reduction Amount” shall have the meaning specified in Section 3(b) hereof.

“Specified Expenses” shall mean all expenses incurred in the business of the Fund,

including Organizational and Offering Expenses and Fund Expenses, with the exception of (i) the

Management Fee, (ii) the Incentive Allocation, (iii) the Servicing Fee, (iv) Portfolio Company or

joint venture level expenses, (v) brokerage costs or other investment-related out-of-pocket

expenses, including with respect to unconsummated transactions, (vi) dividend/interest payments

(including any dividend payments, interest expenses, commitment fees, or other expenses related

to any leverage incurred by the Fund), (vii) taxes, (viii) ordinary corporate operating expenses,

(ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of

the Investment Advisor).

2.Provision of Services by the Investment Advisor.

(a) The Investment Advisor shall (i) endeavor to source and recommend to the Fund

investment opportunities consistent with the purposes of the Fund, (ii) monitor and evaluate

Investments and (iii) provide such other services related thereto as the General Partner may

reasonably request.

(b)The Investment Advisor shall maintain a staff trained and experienced in the

business of identifying and structuring transactions contemplated by the Partnership Agreement.

Services to be rendered by the Investment Advisor in connection with the Fund’s investment program

shall include:

(i)analysis and investigation of potential Portfolio Companies, including their

products, services, markets, management, financial situation, competitive position, market

ranking and prospects for future performance and analyzing other Investments, including primary

and secondary investments in funds (including in Other Carlyle Accounts);

(ii)analysis and investigation of potential dispositions of Investments, including

identification of potential acquirers and evaluation of offers made by such potential acquirers;

(iii)structuring of acquisitions of Investments, including through any

Intermediate Entity or Lower Fund;

(iv)identification of bank and institutional sources of financing, arrangement of

appropriate introductions and marketing of financing proposals;

(v)supervision of the preparation and review of all documents required in

connection with the acquisition, disposition or financing of each Investment;

(vi)monitoring the performance of Portfolio Companies and, where appropriate,

providing advice to the management of the Portfolio Companies at the policy level during the life

of an Investment;

(vii)arranging and coordinating the services of other professionals and

consultants, including Carlyle;

(viii)performing all such functions as, in the opinion of the General Partner and

notified to the Investment Advisor, constitute the risk management functions in respect of the

Fund, including establishing adequate risk management systems relevant to the investment policy

of the Fund, including, in each case as applicable, in respect of: market risks, credit risks,

liquidity risks, counterparty risks, operational risks, macro-economic and political risks that may

affect the Fund, concentration and leverage risks, valuation risks, and currency and foreign

exchange risks; and

(ix)providing the Fund with such other services as the General Partner may, from

time to time, appoint the Investment Advisor to be responsible for and perform.

(c)Notwithstanding the services provided by the Investment Advisor, the Investment

Advisor shall not be authorized to manage the affairs of, act in the name of, or bind the Fund. The

management, policies and operations of the Fund shall be the responsibility of the General Partner

acting pursuant to and in accordance with the Partnership Agreement, and all decisions relating to

Fund matters, including, without limitation, the acquisition, management and disposition of

Investments, shall be made by the General Partner acting pursuant to and in accordance with the

Partnership Agreement.

(d)The General Partner, on behalf of the Fund, shall appoint the Investment Advisor

to be responsible for and perform all functions as, in the General Partner’s reasonable discretion,

constitute such functions or responsibilities (if any) as the General Partner determines are appropriate

to be carried out by the Investment Advisor, in each case, in substitution for, and to the exclusion of,

the General Partner. The General Partner will monitor the Investment Advisor’s performance of such

functions. For the avoidance of doubt, the Investment Advisor shall be permitted to engage one or

more Affiliates to serve as a sub-advisor.

3.Management Fee and Other Fees. In consideration of the Investment Advisor’s

services hereunder and pursuant to Section 6.2 of the Partnership Agreement, the Fund (directly or

indirectly through an Intermediate Entity (including the Lower Funds)) shall pay to the Investment

Advisor a management fee with respect to each Class (the “Management Fee”), calculated in the manner

set forth below:

(a)The Management Fee shall be calculated and paid monthly by the Fund (directly

or indirectly through an Intermediate Entity (including the Lower Funds)) in arrears on the last

Business Day of each calendar month and shall, with respect to each Class, be equal to 1.25% of the

Net Asset Value attributable to such Class per annum. The Management Fee shall be payable by the

Fund before giving effect to any accruals for the Management Fee, the Incentive Allocation, the

Servicing Fee, pending Unit redemptions for the month and any distributions and without taking into

account accrued and unpaid taxes (whether paid, payable accrued or otherwise) of any Intermediate

Entity (including Corporations) through which the Fund indirectly invests in an Investment or taxes

paid by any such Intermediate Entity during the applicable month, as determined in the good faith

judgment of the General Partner; provided that (i) with respect to Anchor Units, the Management Fee

shall be waived for the first twelve (12) months following the Initial Closing Date and shall be equal

to 0.75% per annum of the month-end Net Asset Value attributable to the Anchor Units for twenty

four (24) months thereafter and (ii) with respect to Early Investor Units, the Management Fee shall be

equal to 0.75% per annum of the month-end Net Asset Value attributable to the Early Investor Units

for the first thirty six (36) months following the Initial Closing Date. Carlyle Units do not pay a

Management Fee. The Investment Advisor may elect to receive the Management Fee in cash, Class C

Units and/or shares, units or interests of the Lower Funds.

(b)Any Other Fees, Break-Up Fees and Directors’ Fees earned by the Investment

Advisor or its Affiliates shall be paid directly or indirectly to the Investment Advisor or such

Affiliates, and the Fund recognizes and consents that the Investment Advisor and its Affiliates may

receive such Other Fees, Break-Up Fees and Directors’ Fees, and the Management Fee shall not be

affected thereby except as expressly set forth in this Section 3(b). The aggregate Management Fee

paid by the Fund in any Fiscal Year (in addition to any Management Fee reduction pursuant to

Section 4.1(b)(i) of the Partnership Agreement) shall be reduced (but not below zero) by an amount

(the “Reduction Amount”) equal to the sum of (i) 100% of the Fund’s share of any Break-Up Fees

received by the Investment Advisor or its Affiliates in such Fiscal Year up to the amount of Broken

Deal Expenses previously borne by the Shareholders that have not previously been applied to this

clause; (ii) 100% of the Fund’s share of any remaining Break-Up Fees received by the Investment

Advisor or its Affiliates in such Fiscal Year that have not previously been applied to this Section 3(b);

(iii) 100% of the Fund’s share of all Directors’ Fees received by the Investment Advisor and its

Affiliates in such Fiscal Year; and (iv) 100% of the Fund’s share of all Other Fees received by the

Investment Advisor or its Affiliates in such Fiscal Year; provided that the Reduction Amount shall be

decreased by Fund Expenses and the Fund’s share (pro rata with any Parallel Funds) of Broken Deal

Expenses that the General Partner or its Affiliates had elected to bear; provided, further, that the

Reduction Amount shall not include any amounts received with respect to Approved Warehoused

Investments prior to the time such Approved Warehoused Investments are acquired by the Fund; and

provided, further, that if the Fund acquires an Investment in an Other Carlyle Account, the Reduction

Amount with respect to such Investment will be determined pursuant to the terms of such Other

Carlyle Account and there will not be any further reduction at the Fund level with respect to such

Investment. References in this Section 3(b) to the “Fund’s share” shall mean the proportional amount

represented by the aggregate amount of capital funded (or, in the case of Break-Up Fees, proposed to

be funded) by the Fund, in respect of the Investment to which such fees relate, divided by the

aggregate amount of capital funded (or, in the case of Break-Up Fees, proposed to be funded) in

respect of such Investment (I) by the Fund, the Lower Funds, any Parallel Funds and Other Carlyle

Accounts and (II) by any third party that invested (or, in the case of Break-Up Fees, proposed to be

invested) in the same or substantially similar securities as those in which the Fund and any Parallel

Funds invested (or proposed to invest) and did not receive a fee in connection therewith, whether or

not such third party acquired or acquires such securities in connection with the same transaction in

which the Fund invested. The Investment Advisor or its Affiliates may seek to have Broken Deal

Expenses and Fund Expenses borne by the General Partner or its Affiliates reimbursed by third

parties, and in the event of such reimbursement, such Broken Deal Expenses and Fund Expenses shall

not be offset against Other Fees, Break-Up Fees or Directors’ Fees before such Other Fees, Break-Up

Fees or Directors’ Fees, as applicable, reduce the Management Fee. For purposes of this Section 3(b),

the Fund’s share of Other Fees, Break-Up Fees or Directors’ Fees shall be allocated among Classes

pro rata based on their respective Net Asset Values as of the end of the month in which such amounts

are received, and will not include any amounts allocable to other holders of shares, units and interests

in the Lower Fund which holds such Portfolio Company.

(c)The Reduction Amounts in respect of fees received by the Investment Advisor

and its Affiliates in any month shall be based upon the aggregate of Other Fees, Break-Up Fees and

Directors’ Fees received by the Investment Advisor or its Affiliates and the aggregate of Broken Deal

Expenses and Fund Expenses borne by the General Partner or its Affiliates. The Reduction Amounts

for each month shall be applied to reduce the Management Fee payable during the next month after

such amounts are received (but not to an amount below zero) and to the extent not so applied shall be

carried forward for application against future installments of the Management Fee until such

Reduction Amount is fully utilized in reducing the Management Fee. To the extent such excess

Reduction Amount with respect to a Class remains unapplied upon (i) the Fund’s final distribution of

assets or (ii) the redemption (or withdrawal) of all of the Units in such Class, the Investment Advisor

or an Affiliate thereof shall retain such unapplied amount.

(d)The Management Fee for each of (i) the first calendar month during which

Management Fees are paid by a Class and (ii) the last calendar month of the Fund shall each be

prorated for the number of days in such period.

(e)For purposes of calculating the Reduction Amount, any Other Fees, Break-Up

Fees or Directors’ Fees received in a form other than cash shall be deemed earned and paid, and shall

be valued in good faith by the General Partner, as of the earliest of (i) the date of the disposition by

the Investment Advisor or its Affiliates of such non-cash Other Fees, Break-Up Fees or Directors’

Fees, in which case the value of such non-cash fees shall be equal to the net proceeds received by the

Investment Advisor or its Affiliates in connection with such disposition, (ii) the date of the

disposition of the underlying Investment in connection with which such non-cash Other Fees, Break-

Up Fees or Directors’ Fees were received and (iii) the date of dissolution of the Fund.

4.Expense Support. (a) Prior to the Initial Closing Date the Investment Advisor

shall, and thereafter the Investment Advisor may, in its sole discretion, advance all or a portion of the

Fund’s Organizational and Offering Expenses and/or Fund Expenses (the “Expense Support”) through

such date as determined by the Investment Advisor; provided that, Organizational and Offering Expenses

will not be allocated to, or otherwise borne by the Fund until the Initial Closing Date (or such later date as

determined by the Investment Advisor in its sole discretion). The Investment Advisor, in its sole

discretion, will determine the portion of the Expense Support that is attributable to the Fund, the Feeder,

the Intermediate Entities, the Lower Funds and any Parallel Fund. The Fund will reimburse the

Investment Advisor for all such advanced expenses, subject to the specified expense cap and

reimbursement limitations described below. The Investment Advisor, in its sole discretion, may waive its

right to reimbursement for any such advanced expenses.

(b)Through and including the first twelve months following the Initial Closing Date,

the Investment Advisor hereby agrees to forgo an amount of its monthly Management Fee and/or pay,

absorb or reimburse certain expenses of the Fund, to the extent necessary so that, for any fiscal year,

the Fund’s annual Specified Expenses do not exceed 0.60% of the Fund’s net assets (annualized) as of

the end of each calendar month. The Fund hereby agrees to repay the amount of any foregone

Management Fee and expenses paid, absorbed or reimbursed by the Investment Advisor during such

twelve-month period, when and if requested by the Investment Advisor, but only if and to the extent

that such Specified Expenses plus any recoupment do not exceed 0.60% of the Fund’s net assets

(annualized) during the applicable month. The Investment Advisor may recapture a Specified

Expense at any time, including in the same year it is incurred. This arrangement cannot be terminated

prior to the first anniversary of the Initial Closing Date without the Board’s consent. Unless this

arrangement is extended, after the first anniversary of the Initial Closing, the Fund will reimburse the

Investment Advisor for any Expense Support that it has incurred on each entity’s behalf as and when

incurred, regardless of when such Expense Support was incurred and without regard to the 0.60% cap

described above.

5.Exculpation and Indemnification. The parties hereto acknowledge that the

Investment Advisor and its officers, directors, members, partners, employees, agents, stockholders and

Affiliates are beneficiaries of and are subject to the terms and conditions of the exculpation and

indemnification provisions of Sections 4.3 and 4.4 of the Partnership Agreement, which provisions are

incorporated herein by reference and which shall apply to this Agreement mutatis mutandis.

6.Term. The term of this Agreement shall be the same as the term of the

Partnership Agreement as set forth in Section 9.1 thereof; provided that this Agreement shall terminate

upon (a) in the sole discretion of the General Partner, acting on behalf of the Fund, to so terminate this

Agreement upon sixty (60) days’ prior notice to the Investment Advisor or (b) the termination of the

Fund.

7.Miscellaneous.

(a)This Agreement may be amended, modified or supplemented at any time and

from time to time by an instrument in writing signed by each party hereto, or their respective

successors or assigns (including, without limitation, amendments to conform to successor entities and

applicable regulatory requirements), or otherwise as provided herein, and any provision herein may

be waived, by the written consent of the General Partner; provided, that any amendment, modification

or supplement that, in the General Partner’s discretion, viewed as a whole together with all such

amendments, modifications or supplements, would have a material adverse effect on the Shareholders

in the aggregate will require the prior approval of the Independent Directors.

(b)Notices which may or are required to be given hereunder by any party to another

shall be in writing and deposited in the United States mail, delivered through a nationally recognized

overnight delivery service, hand delivered or sent by e-mail in accordance with the instructions

therefor appearing in the Partnership Agreement; provided that notices to the Investment Advisor

shall be delivered to the address provided therefor in the books and records of the Fund.

(c)This Agreement shall bind any successors or assigns of the parties hereto as

herein provided.

(d)This Agreement (or any agreement, document or notice required or permitted by

this Agreement, or any amendment to this Agreement) may be presented, delivered executed and/or

maintained in as many counterparts as necessary or convenient, all of which shall constitute one and

the same instrument. For the avoidance of doubt, any party’s execution and delivery of this

Agreement (or any agreement, document or notice required or permitted by this Agreement, or any

amendment to this Agreement) by electronic signature and/or electronic transmission, including via

DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of the

executed document by or on behalf of such party and shall bind such party to its terms.

(e)This Agreement is intended to create, and creates, a contractual relationship for

services to be rendered by the Investment Advisor acting in the ordinary course of its business as an

independent contractor and is not intended to create, and does not create, a partnership, joint venture

or any like relationship among the parties hereto (or any other parties). The provisions of this

Agreement shall be construed in accordance with and governed by the laws of the State of New York.

(f)Without the consent of a majority of the Independent Directors (which, for the

avoidance of doubt, would include all of the Independent Directors in the event there were two or

fewer Independent Directors on the Board), the Investment Advisor shall not assign, sell or otherwise

dispose of all or any part of its right, title and interest in and to this Agreement, except to an Affiliate

thereof; provided, that nothing in this Agreement shall preclude changes to the composition of the

members constituting the Investment Advisor; provided, further, that without the consent of the

Board, the Investment Advisor may (i) be reconstituted or reorganized from a limited liability

company form to a partnership form, corporate form or any other form of business entity or vice versa

so long as Carlyle or its Affiliates control such reorganized entity, (ii) assign all or any portion of its

rights and obligations hereunder to any of its Affiliates and (iii) make a collateral assignment of all or

any portion of its rights to receive Management Fees and other amounts payable hereunder to secure

indebtedness so long as the secured party shall not have any right to become the Investment Advisor

hereunder or exercise or perform any of the Investment Advisor’s responsibilities hereunder (other

than to enforce the rights of the Investment Advisor with respect to the payment of the Management

Fee).

(g)No failure on the part of either party to exercise, and no delay on its part in

exercising, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any

single or partial exercise of any right or remedy under this Agreement preclude any other or further

exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this

Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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[Signature page to Carlyle Private Equity Partners Fund, L.P. IAA]

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

by their representatives thereunto duly authorized effective as of the day and year first above written.

CARLYLE PRIVATE EQUITY PARTNERS FUND, L.P.

By: CPEP GP, LLC, its general partner

By: /s/ Jeremy W. Anderson

Name: Jeremy W. Anderson

Title: Authorized Person

CARLYLE INVESTMENT MANAGEMENT L.L.C.

By: /s/ Catherine L. Ziobro

Name: Catherine L. Ziobro

Title: Chief Compliance Officer

Carlyle Private Equity Partners Fund, L.P. 8-K