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[FORM OF TAX OPINION]
_____________, 2002
Credit Suisse Capital Funds
on behalf of Credit Suisse Large Cap Value Fund
466 Lexington Avenue
New York, New York 10017-3147
Credit Suisse Balanced Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Credit Suisse Capital Funds, a Massachusetts business trust
(the "Acquiring Trust"), on behalf of Credit Suisse Large Cap Value Fund (the
"Acquiring Fund"), a separate series of the Acquiring Trust, (b) Credit Suisse
Balanced Fund, Inc., a Maryland corporation (the "Acquired Fund"), and (c) the
holders (the "Acquired Fund Shareholders") of voting shares of common stock of
the Acquired Fund (the "Acquired Fund Shares") when the Acquired Fund
Shareholders receive voting shares of beneficial interests in the Acquiring Fund
("Acquiring Fund Shares") in exchange for their Acquired Fund Shares pursuant to
the acquisition by the Acquiring Fund of all of the assets of the Acquired Fund
in exchange for the Acquiring Fund Shares and the assumption by the Acquiring
Fund of the liabilities of the Acquired Fund (the "Reorganization"), all
pursuant to that certain Agreement and Plan of Reorganization, dated as of
_____________, 2002 (the "Reorganization Agreement"), between the Acquiring
Trust, on behalf of the Acquiring Fund, and the Acquired Fund and, solely for
purposes of Sections 4.3, 5.8 and 9.2 thereof, Credit Suisse Asset Management,
LLC. This opinion is being delivered pursuant to Section 8.5 of the
Reorganization Agreement.
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____________, 2002
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We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Acquiring
Fund and the Acquired Fund set forth in the Registration Statement on Form N-14
(the "Registration Statement") filed by the Acquiring Fund with the Securities
and Exchange Commission and representations made in letters from the Acquiring
Fund and the Acquired Fund addressed to us for our use in rendering this opinion
(the "Tax Representation Letters"). We have no reason to believe that these
representations and facts are not valid, but we have not attempted to verify
independently any of these representations and facts, and this opinion is based
upon the assumption that each of them is accurate. Capitalized terms used herein
and not otherwise defined shall have the meaning given them in the Registration
Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) the transfer of all of the Acquired Fund's assets to the Acquiring
Fund in exchange for the Acquiring Fund Shares and the assumption by
the Acquiring Fund of the liabilities of the Acquired Fund, followed
by the distribution of such Acquiring Fund Shares to the Acquired Fund
Shareholders in exchange for their Acquired Fund Shares, will
constitute a "reorganization" within the meaning of Section 368(a)(1)
of the Code, and the Acquiring Fund and the Acquired Fund will each be
a "party to a reorganization" within the meaning of Section 368(b) of
the Code;
(b) no gain or loss will be recognized by the Acquiring Fund on the
receipt of the assets of the Acquired Fund solely in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund;
(c) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in
exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund or upon the
distribution of the Acquiring Fund Shares to the Acquired Fund
Shareholders in exchange for their Acquired Fund Shares;
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____________, 2002
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(d) no gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of their Acquired Fund Shares for the Acquiring Fund
Shares or upon the assumption by the Acquiring Fund of the liabilities
of the Acquired Fund;
(e) the aggregate tax basis of the Acquiring Fund Shares received by each
of the Acquired Fund Shareholders pursuant to the Reorganization will
be the same as the aggregate tax basis of the Acquired Fund Shares
held by such Acquired Fund Shareholder immediately prior to the
Reorganization, and the holding period of the Acquiring Fund Shares to
be received by each Acquired Fund Shareholder will include the period
during which the Acquired Fund Shares exchanged therefor were held by
such Acquired Fund Shareholder (provided that such Acquired Fund
Shares were held as capital assets on the date of the Reorganization);
and
(f) the tax basis of the Acquired Fund's assets acquired by the Acquiring
Fund will be the same as the tax basis of such assets to the Acquired
Fund immediately prior to the Reorganization, and the holding period
of the assets of the Acquired Fund in the hands of the Acquiring Fund
will include the period during which those assets were held by the
Acquired Fund.
Our opinion is based upon the accuracy of the certifications, representations
and warranties and satisfaction of the covenants and obligations contained in
the Reorganization Agreement, the Tax Representation Letters and in the various
other documents related thereto. Our opinion may not be relied upon if any of
such certifications, representations or warranties are not accurate or if any of
such covenants or obligations are not satisfied in all material respects.
Very truly yours,