This paper describes a caching model of operating system functionality as implemented in the Cache Kernel, the supervisor-mode component of the V++ operating system. The Cache Kernel caches operating system objects such as threads and address spaces just as conventional hardware caches memory data. User-mode application kernels handle the loading and writeback of these objects, implementing application-specific management policies and mechanisms. Experience with implementing the Cache Kernel and measurements of its performance on a multiprocessor suggest that the caching model can provide competitive performance with conventional monolithic operating systems, yet provides application-level control of system resources, better modularity, better scalability, smaller size and a basis for fault containment.