Cache Advisors Referral Program Terms and Conditions

1. General

These Referral Program Terms and Conditions (the “Program Terms”) govern participation in the Cache Referral Program (the “Program”), a promotional referral program offered by Cache Advisors LLC (“Cache” or “Cache Advisors”), where existing Cache customers (“Referrers”) may be rewarded for referring their friends, family, and people  (“Referees”) to Cache, available online through the Cache investment platform at www.usecache.com (the “Website”), subject to these Program Terms. As described in more detail below, to qualify for a referral reward (a “Referral Reward”), a Referee must meet the Enrollment Criteria (as defined below) with Cache Advisors.

These Program Terms supplement and incorporate by reference the existing Program Terms of Cache Financials, Inc. Terms and Conditions (“Terms and Conditions”), available at (https://usecache.com/legal/terms-of-use). Participation in the Program constitutes acceptance of all applicable terms, including these Program Terms and the Terms and Conditions of the Program. Cache Advisors is an investment adviser registered with the U.S. Securities and Exchange Commission (SEC). Registration does not imply a certain level of skill or training.

By participating in the Program, you acknowledge that you have read and agree to these Program Terms. If you do not agree with these Program Terms, you should not participate in the Program. For questions, contact Cache Advisors at support@usecache.com.

2. Eligibility

To be eligible to participate in this Program and receive Referral Rewards, you must satisfy the following requirements:

• You must be at least 18 years of age and reside in the United States;
• You must be a current investor in a fund managed by Cache (each a “Fund”) in good standing, as determined by Cache Advisors in its sole discretion, or a prospective investor (“Prospective Investor”) in a Fund who meets other eligibility terms at the time of enrollment; 
• You must not be subject to (i) an opinion or order of the SEC barring, suspending, or prohibiting the person from acting in any capacity under the federal securities laws; (ii) sanctioned status as determined by the U.S. Department of Treasury’s Office of Foreign Assets Control; or (iii) any other status that would create a legal prohibition for the Referee from participating in the Program; 
• You must send a unique Code to a Referee who satisfies the conditions immediately below.

Existing or prospective Fund investors who meet the eligibility requirements and are in good standing may refer to an Eligible Referee who meets the Program requirements.  A Prospective Investor will have two (2) years from the date of the Referral to invest before the benefit expires.

For a Referrer to be eligible to receive Referral Rewards, such Referrer must send a unique Code to a Referee who must satisfy the following conditions (“Eligibility Conditions”):

• Referee must be an individual who is at least 18 years of age at the time they open an account with Cache Advisors and must reside in a jurisdiction where Cache Advisors is duly registered and is authorized to conduct its advisory business;
• The referee must be an individual who has never previously opened an account with Cache. 
• The referee must meet all other account eligibility requirements as may be established from time to time at the sole discretion of Cache.
• Referee must access the Website using the unique Code sent by Referrer; and 
• Within sixty (60) days of Referrer’s delivery of a unique Code to a particular Referee, the Referee must either (1) attend a meeting with a Cache representative, or (2) apply for and receive approval for an Exchange Fund account.     

Upon the satisfaction of the above-referenced conditions, a referral will be deemed an “Eligible Referral,” and a Referee who meets the Eligibility Conditions shall be known as an “Eligible Referee.”

Cache reserves the right to determine eligibility in its sole discretion for matters relating to whether a Referrer satisfies these Program Terms. In order to remain in good standing, participants in this Program must continue to meet all Cache Advisors account requirements and these Program Terms.

3. Legal Representations

You make the following representations, warranties, and covenants to Cache Advisors:

• You are, and at all times during the term of this Program shall remain, and all of your activities hereunder shall be conducted, in each case, in compliance in all respects with all applicable laws, rules, regulations, orders or other requirements of any governmental authority or regulatory body or agency (or similar entity) in each jurisdiction in which you make a Referral in this Program;
• You are not, and will not hold yourself out to be, an employee, contractor, or person similarly associated with Cache or its affiliates; their household members; or securities regulatory organizations or exchanges;
• For the limited purpose of providing your Code to a Referee, you are acting on behalf of Cache Advisors and under the supervision and control of Cache Advisors, and hereby agree to perform duties under these Program Terms in a manner consistent with all instructions of Cache Advisors, and to follow the instructions of Cache Advisors at all times;
• You will only send invites to Referees you know to be an Eligible Referee, and you will invite Referees only via the interface on the Website.
• In connection with any communication with a Referee, if you provide information about Cache Advisors, you will limit that to content provided by Cache.
• You will not make any communication with a Referee in connection with Cache or its services that (i) indicates approval, support, or recommendation of the Cache or its officers, employees or affiliates, (ii) describes your experience with Cache or its officers, employees or affiliates, (iii) directly or indirectly solicits anyone to be a client of Cache, or [(iv) refers anyone to be a client of Cache, without simultaneously providing that individual with clear and prominent disclosures as provided by Cache (the “Disclosures”).
• You will not hold yourself out as a representative of Cache, or any of its affiliates, or as an investment adviser generally, nor will you otherwise provide any Referee investment advice or recommendations regarding his or her investment needs;
• You will not compensate, or accept any compensation from, any Referee;
• Your activities in connection with this Program will be limited to informing your contacts that you know to be Eligible Referees about Cache Advisors so that they may independently decide whether or not to apply for an Account;
• You agree in all communications in connection with this Program to refrain from making any statements that could be construed as materially misleading, including statements that contain untrue statements, omit material facts, or include unsubstantiated claims about Cache, its services, or the Program.  
• You will not collect information from Referees in connection with the Program or in any other way assist with completing Referees’ application or onboarding process;
• You will not post your Code on public forums, websites, or social media sites where you may not know the recipients, including but not limited to Reddit, TikTok, Instagram, Facebook, Discord, Telegram, Twitter, etc.;
• You will only participate in the Program in accordance with these Program Terms and the following provisions of the Investment Advisers Act of 1940, as amended, and its rules (“Advisers Act”);
• You will maintain complete and accurate written books and records related to any Referral made and any required disclosures made in connection with such Referrals and, at the request of Cache, shall provide Cache information reasonably requested by Cache to verify that communications made by the Referrer to Referee included all disclosures required by Cache;
• You are not an “ineligible person” who is subject to a disqualifying Commission action or any disqualifying event, as described in Rule 206(4)-1 of the Advisers Act;
• You are not currently the subject of any investigation or proceeding which could result in statutory disqualification as an ineligible person as described in Rule 206(4)-1 of the Advisers Act; and
• You understand that a person providing referrals to investment advisers may, depending on the facts and circumstances, be acting as an investment adviser within the meaning of section 202(a)(11) of the Advisers Act or similar state laws. Accordingly, you are solely responsible for determining whether your referral of customers to Cache Advisors pursuant to the Program is registration as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) or one or more states, or whether you are validly exempt or excluded from such registration in connection with referrals made under the Program. You indemnify Cache Advisors from any legal or regulatory action brought against you due to your actions, violations of any industry regulation that you are subject to, or failure to obtain appropriate licenses.

You will promptly notify Cache in writing if any of the legal representations, warranties, and covenants above shall become inaccurate at any time during the duration of this Program.

4. Referral Process

To qualify for an Eligible Referral, the following steps must be completed:

I. Referral Code Issuance & Sharing

Cache Advisors will provide each client with a unique referral code or referral link (“Code”).

Clients may share this Code with Referees. Clients must provide the Disclosures to the Referee, which shall include a statement that they are either an investor or a prospective investor in a Fund and that by sharing the Code, they may earn Referral Rewards if the recipient satisfies the Eligibility Requirements.

To the extent you decide to share your Code using a third-party’s service, such as a messaging application, you must also comply with that third party’s terms of use. You should also be aware that by engaging in such activity via a third-party service, you will be at your own risk subjecting yourself to that third party’s privacy, security and consumer practices and policies, which Cache does not endorse or control, and that those third-party services may be able to tell, based on your activity, that you are a Cache client.

II. Referee Account Enrollment Criteria

In order for a referral to be deemed an Eligible Referral, the Referee must meet all Eligibility Requirements within sixty (60) days of receiving the Code. Cache may, at its sole discretion, extend this timeframe.

III. Referral Discount Issuance

Upon meeting the Eligibility Requirements, Cache will apply the Discount (as defined below) to both the Referrer and the Referee, as detailed in Section 5 – Referral Discount Amount. For Referees and Referrers who have not invested yet, the Discount will be applied to their first investment; however, the Discount will not accrue interest or any other economic benefit until utilized. 

Notwithstanding anything to the contrary in these Program Terms, Cache reserves the right to suspend or revoke the application of any Discount to a Referrer or a Referee, in whole or in part, if Cache determines, in its sole discretion, that (i) the Referee has breached any of the representations, warranties, covenants, or obligations under these Program Terms, the Terms and Conditions, or any other agreement with Cache or its affiliates; (ii) the Referee has engaged in any fraudulent, abusive, or unlawful activity in connection with the Program or the Funds; or (iii) the Referee has violated any applicable laws, rules, regulations, or orders in connection with the Program or Funds. Cache will notify the Referrer or the Referee of any such suspension or revocation and the reasons therefore, and may, in its sole discretion, reinstate the Discount upon satisfactory resolution of the issue, as determined by Cache, to the extent resolution is possible. Any suspension or revocation of the Discount will not affect the Referrer or the Referee's rights and obligations to the Funds, except as otherwise provided in the applicable offering documents.

5. Referral Discount Amount

I. Standard Referral Discount

Eligible Customers will receive a referral discount (“Discount”) in the form of a reduction in asset management (“AUM”) fees (“AUM Fee”) related to their investment in a Fund or Funds, as applicable. The Discount is structured as follows:

• Minimum Discount: Both the Referrer and Referee will receive the Discount, which is equivalent to the management fees amount disclosed in the then-current fee supplement on AUM for one year. While the discount amount has no cash value, the economic value of the discount will be the applicable AUM fee rate multiplied by the Discount amount in the then-current discount supplement.
• Application to Fees: The Discount will be applied to the AUM Fee based on a client’s current Fund investments, or in the case of a Referee or Referrer who has not invested yet, the first Fund investment.
• Excess Discounts: If the Discount exceeds a client’s AUM fee, the excess amount will carry forward to subsequent year billing periods.

II. Priority Referral Program

Cache may, at its discretion, offer additional Referral Rewards under a Priority Referral Program. Eligible Customers will be notified of any additional discounts, which may require:

• Enrollment of a specific in-demand security; and 
• Other conditions or promotions that Cache offers from time to time.

If the Referee does not meet the requirements within the designated timeframe for the Priority Referral Discount, the Eligible Customers remain eligible for the Standard Referral Discount but not the Priority Referral Discount.

6. Discount Methodology

Application to Fees: The Discount will be applied to the Referee or Referrer’s AUM Fees based on their current or next Fund purchase.  For prospective Referrers who are not current clients, this will apply to their first Fund investment.

Discounts in Excess of First Year Management Fee: If the Discount exceeds a client’s annual management fees, the excess amount carries forward to subsequent year billing periods.

The Discount will be applied first before any other promotional offers.

The Discount will be accrued monthly (in 1/12 increments) over the applicable annual period.

Discounts are non-transferable, have no cash value, and cannot be redeemed if the participant withdraws their investment before the Discount is fully applied.

7. Communication & Conduct Requirements

By participating in the Program, you agree that:

I. Use of Authorized Materials

You will use only Cache-authorized referral materials and disclosures when sharing Codes.

You will not modify, supplement, or make any misleading statements about Cache’s products or services.

II. No Provision of Investment Advice or Association with Cache Advisor

You will not claim to be an employee, agent, or representative of Cache Advisors or any of its affiliates.

You will not hold yourself out to be an investment advisor or otherwise provide investment advice or make investment recommendations regarding Cache Funds or any other investment or product.

Failure to comply with these requirements will result in disqualification from the Program.

8. Limitations & Program Changes

I. One Referral Per Referee

A Referee may only receive one Discount under this Program, and for each Referee who receives a Discount, only one Referrer may receive the Discount attributable to such Referee’s Discount.

II. No Guarantee of Acceptance

Receipt of a Code does not guarantee an Eligible Referral, an account approval, or acceptance into a Cache Fund.

III. Modification & Termination

Cache reserves the right to modify or terminate the Program at any time.

Any referrals in progress at the time of termination will remain eligible for sixty (60) days.

9. Legal Disclosures & Disclaimers

I. No Investment Advice

This Program does not constitute a recommendation, offer, or solicitation to buy or sell securities or to engage in any investment strategy.

Investing in Funds involves risk, including potential loss of principal.

II. Regulatory Compliance

Participants must comply with all applicable federal and state securities laws.

Cache may disqualify participants who cannot meet the requirements of the Compliance with Eligibility Requirements in the Eligible Person Acknowledgment Section of the Agreement.

III. No Cash Value

Referral Discounts cannot be converted to cash or other benefits if an Eligible Person withdraws their investment.

IV. Suitability of Investment

Cache makes no claims in connection with the potential suitability of investing in the Fund for any Referee and reserves the right not to enroll a Referee in the Program if Cache determines, at its sole discretion, that the Referee’s investment in the Fund or any other Cache program or service is not suitable based on their financial situation, risk tolerance, investment objectives, or other aspects of their investment profile.      

10. Duration & Revocability

Cache may modify or discontinue the Program for future investors by:

• Posting an updated version of the Referral Program Terms and Conditions on its Website.
• Posting notice of termination on its Website;
• Ceasing distribution of referral links; and
• Modifying the Discount Supplement to update the then-current discount amount on its Website

If the Program is terminated, referrals completed within sixty (60) days prior to termination will remain eligible for the Discount. Cache reserves the right to suspend, cancel, terminate, or modify this Program and/or these Program Terms at any time in its sole discretion.

If, in Cache’s opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this Program, or if any difficulties compromise the administration, security, fairness, integrity, or proper conduct of the Program, Cache reserves the right to modify, cancel, or terminate this Program, in whole or in part, at any time without notice. In the event of war, national emergency, accident, dangerous weather conditions, fire, riot, strikes, lock-outs, industrial disputes, acts of terrorism, epidemic, pandemic, extreme market volatility, or other matters beyond Cache’s reasonable control, Cache has the right, in its sole discretion, to terminate the Program. Prompt notice of such action will be made to eligible participants.

If, for any reason, this Program is not capable of running as planned, whether due to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Cache which corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Program, Cache reserves the right in its sole discretion, to disqualify any individual who tampers with this Program, and to cancel, terminate, modify or suspend this Program. In the event of termination, Cache may, in its sole discretion, award Referral Reward to those who have satisfied the Eligibility Requirements set forth herein up until the time of termination.

11. Authorization to Share Information

By participating in the Program, you authorize Cache to confirm to the Referee that the Referrer has successfully completed the referral process. However, Cache will not disclose the Referee’s account status to the Referrer in accordance with regulatory obligations.

12. Miscellaneous 

Cache is not responsible for incorrect entry or other failure on the part of Referees to meet the Eligibility Requirements. You cannot earn a Referral Reward for referring individuals who have already met the Eligibility Requirements or for individuals who have been referred by someone else. If two or more individuals invite the same Referee to open an Account, Cache will credit the Referral Reward to the person whose specially designated referral Code was first used by that Referee to complete their designated registration process with Cache.

Cache will provide any notices to the Referrer under this Program by sending an email to the email address that the Referrer has on file with Cache. It is the Referrer's responsibility to keep their email address current and to check their email regularly for any notices from Cache. Cache is not liable for any failure or delay in delivering any notice to the Referrer due to any cause beyond Cache's reasonable control, such as network or internet issues, spam filters, or incorrect or outdated email addresses. 

The invalidity or unenforceability of any provision of these Program Terms will not affect the validity or enforceability of any other provision. In the event that any provision of these Program Terms is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Cache’s failure to enforce any term of these Program Terms will not constitute a waiver of that provision. Participants agree to waive any rights to claim ambiguity of these Program Terms. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the document or any provision hereof. Cache reserves the right to revoke or extend this offer at any time.

Cache assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to, or alteration of, this Program. Cache is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or entry to be received by Cache on account of technical problems, human error or traffic congestion on the Internet or at any web site, or any combination thereof, including any injury or damage to any person’s computer related to or resulting from participation in this Program.

All issues and questions concerning the construction, validity, interpretation, and enforceability of these Program Terms, or the rights and obligations of you and Cache in connection with the Program, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules (whether of the State of Delaware, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than in the State of Delaware.

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For Questions, please contact support@usecache.com
Last Revised: July 2025