SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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CREDIT SUISSE CAPITAL FUNDS
(Name of Registrant as Specified In Its Charter)


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CREDIT SUISSE FUNDS

ELEVEN MADISON AVENUE, 24TH FLOOR

NEW YORK, NEW YORK 10010

TO THE SHAREHOLDERS OF

CREDIT SUISSE ABSOLUTE RETURN FUND

(the “Fund”)

**IMPORTANT NEWS**

We encourage you to read the full text of the enclosed Proxy Statement containing important information about the proposed liquidation of the Fund. In addition, we are pleased to provide you with the following brief overview of the matters affecting the Fund which require your consideration and vote. Please vote promptly as your vote is important.

Q. WHAT IS HAPPENING?

A The Board of Trustees (the “Board”) of Credit Suisse Capital Funds is asking you to consider and act upon a proposal to approve the Plan of Liquidation, Dissolution and Termination of the Fund, a series of Credit Suisse Capital Funds.

Q. WHY IS THE BOARD RECOMMENDING THIS PROPOSAL?

A. At a meeting of the Board held on November 19, 2008, the Board was advised by Credit Suisse Asset Management, LLC (the “Adviser”) that the continued operation of the Fund was not in the best interests of the Fund or its shareholders considering all relevant factors, including, without limitation:

1. The Adviser owns approximately 65% of the Fund’s outstanding shares. If these shares were to be redeemed, the Fund would not be of a viable asset size. Because of its size, the Fund has been unable to absorb all its expenses and offer a competitive return. The Adviser has been absorbing the Fund’s expenses, but this has not resulted in any increase in assets.

2. The Adviser does not foresee being able to grow the Fund to a viable size. The continuing shrinkage of the Fund over time will adversely affect the Adviser’s ability to manage the Fund and will increase expenses borne by shareholders.

3. There are no other suitable funds in the Credit Suisse Funds complex into which the Fund could be merged. Given the relatively small assets of the Fund, any benefit to shareholders of the Fund of merging with a Credit Suisse Fund or third-party fund would likely be outweighed by the expenses of such a merger. Further, apart from its small size, the underperformance of the Fund would likely make it unattractive to another investment adviser.

4. Liquidation will be a taxable event for the Fund’s shareholders and could result in a realized gain to shareholders of the Fund.

Q. HOW DOES THE BOARD RECOMMEND THAT I VOTE?

A. The Board recommends that you vote in favor of the proposal. The Board believes the proposal described in the accompanying Proxy Statement is important and recommends that you read the enclosed materials and then vote for the proposal.

Q. WHO PAYS FOR THIS PROXY EXPENSE?

A. The costs associated with this proxy are being paid for by the Adviser and its affiliates and not by the Fund or any shareholder.

Q. DOES THE ADVISER OWN SHARES OF THE FUND?

A. Yes. As noted above, as of the date of the accompanying Proxy Statement, the Adviser owned approximately 65% of the Fund’s outstanding shares.

Q. HOW DOES THE ADVISER INTEND TO VOTE ITS SHARES?

A. The Adviser intends to vote its shares FOR the proposal. As a result, the proposal is certain to obtain the requisite shareholder approval.

Q. WILL I RECEIVE A CALL FROM A PROXY SOLICITOR?

A. No. As noted, because the Adviser intends to vote its shares FOR the proposal, the proposal is certain to obtain the requisite shareholder approval. As a result, the Fund has not requested that a proxy solicitor contact shareholders to solicit votes. The Fund has engaged The Altman Group, a proxy solicitation firm, to assist in other matters relating to the vote on the proposal.

Q. HOW CAN I VOTE MY SHARES?

A. You may vote your shares by mail with the enclosed proxy card(s) or in person at the Special Meeting.

Whichever voting method you use, please read the full text of the Proxy Statement before you vote.

Q. WHAT IF I HAVE QUESTIONS REGARDING THE PROPOSAL?

A. If you have any questions regarding the proposal, please feel free to call The Altman Group, at (866) 745-0271 between the hours of 9:00 AM and 10:00 PM Eastern time.

THANK YOU FOR VOTING PROMPTLY.

YOUR VOTE IS IMPORTANT.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

1.	Individual Accounts	Sign your name exactly as it appears in the registration on the proxy card.

2.	Joint Accounts	Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.

3.	All Other Accounts	The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

Registration		Valid Signatures

Corporate Accounts

(1).	ABC Corp.	ABC Corp.

(2).	ABC Corp.	John Doe, Treasurer

(3).	ABC Corp. c/o John Doe, Treasurer	John Doe

(4).	ABC Corp. Profit Sharing Plan	John Doe, Trustee

Trust Accounts

(1).	ABC Trust	John B. Doe, Trustee

(2).	Jane B. Doe, Trustee u/t/d 12/28/79	Jane B. Doe

Custodial or Estate Accounts

(1).	John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA	John B. Smith, Jr.

(2).	John B. Smith	John B. Smith, Jr., Executor

CREDIT SUISSE FUNDS
ELEVEN MADISON AVENUE, 24TH FLOOR
NEW YORK, NEW YORK 10010

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 2008

TO THE SHAREHOLDERS OF

CREDIT SUISSE ABSOLUTE RETURN FUND

Please take notice that a Special Meeting of Shareholders (the “Special Meeting”) of the Credit Suisse Absolute Return Fund (the “Fund”), a series of Credit Suisse Capital Funds, will be held at the offices of Credit Suisse Asset Management, LLC (the “Adviser”), Eleven Madison Avenue, 24th Floor, New York, New York 10010, on December 22, 2008, at 3:00 PM, Eastern time. The following proposals will be voted on at the Special Meeting:

1. To consider and act upon a proposal to approve the Plan of Liquidation, Dissolution and Termination (the “Plan”) adopted by the Board of Trustees (the “Board”) of Credit Suisse Capital Funds pursuant to which the Fund will be liquidated, dissolved and terminated; and

2. To transact such other business as may properly come before the Special Meeting.

The Board has determined that a complete liquidation of the Fund is in the best interests of the Fund and its shareholders.

We strongly urge you to approve the Plan at this time. Subject to receipt of the requisite shareholder approval, shareholders remaining in the Fund will receive a Liquidating Distribution on or about December 30, 2008.

The proposal is discussed in greater detail in the attached proxy statement. Holders of record of shares of the Fund as of the close of business on November 21, 2008 are entitled to vote at the Special Meeting and at any adjournments thereof by mail with the enclosed proxy card or in person at the meeting.

The Adviser currently owns approximately 65% of the Fund’s outstanding shares and intends to vote its shares FOR the proposal. As a result, the Plan is certain to obtain the requisite shareholder approval, which is the affirmative vote of the majority of the Fund’s outstanding shares entitled to vote.

We encourage you to vote by completing and submitting your proxy card by mail. Please read the full text of the proxy statement before you vote.

By order of the Board,

/s/ J. Kevin Gao
J. Kevin Gao
Secretary of the Fund

December 2, 2008

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD.

CREDIT SUISSE ABSOLUTE RETURN FUND

(the “Fund”)

Eleven Madison Avenue, 24th Floor
New York, New York 10010

Proxy Statement for the Special Meeting of Shareholders

To Be Held on December 22, 2008

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Credit Suisse Capital Funds for use at a Special Meeting of Shareholders of the Fund to be held at the offices of Credit Suisse Asset Management, LLC (“Credit Suisse” or the “Adviser”), Eleven Madison Avenue, 24th Floor, New York, New York 10010, on December 22, 2008 at 3:00 PM, Eastern time (the “Special Meeting”).

This Proxy Statement, the Notice of Special Meeting and the proxy card are first being mailed to shareholders on or about December 3, 2008 or as soon as practicable thereafter. Any shareholder giving a proxy has the power to revoke it by mail (addressed to J. Kevin Gao, Secretary of the Fund, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, 24th Floor, New York, New York 10010) or in person at the Special Meeting, by executing a superseding proxy or by submitting a notice of revocation. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy or, if no specification is made, in favor of the proposal referred to in the Proxy Statement.

Credit Suisse’s principal executive office is located at Eleven Madison Avenue, New York, New York 10010. Credit Suisse Asset Management Securities, Inc. (“CSAMSI”) serves as principal underwriter of the Fund, and CSAMSI and State Street Bank and Trust Company (“State Street”) serve as co-administrators to the Fund pursuant to separate written agreements with the Fund. CSAMSI’s principal business address is Eleven Madison Avenue, New York, New York 10010. The principal business address of State Street is One Lincoln Street, Boston, Massachusetts 02111.

The Fund sends unaudited semi-annual and audited annual reports to its shareholders, including a list of investments held by the Fund during the period covered by the relevant report. The Fund will furnish, without charge, a copy of its most recent annual report and any more recent semi-annual report, upon written request to the Fund at P.O. Box 55030, Boston, Massachusetts 02205-5030 or by calling 1-800-927-2874. The Fund’s reports are also available on the Fund’s website at www.credit-suisse.com/us.

Quorum

A majority of the outstanding shares of beneficial interest of the Fund entitled to vote constitutes a quorum. Credit Suisse owns approximately 65% of the Fund’s outstanding shares and intends to vote its shares FOR the proposal. As a result, a quorum is certain to be obtained and the Plan is certain to obtain the requisite shareholder approval, which is the affirmative vote of the majority of the Fund’s outstanding shares entitled to vote. Broker non-votes are proxies received from brokers or nominees when the broker or nominee neither has received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter. Abstentions and broker non-votes will have the effect of a vote “against” the proposal for purposes of tabulating votes necessary for the proposal’s approval. Accordingly, shareholders are urged to forward their voting instructions promptly.

The Board voted to approve a Plan of Liquidation, Dissolution and Termination for the Fund (the “Plan”) at a meeting held on November 19, 2008. Consequently, approval of the proposal to liquidate, dissolve and terminate the Fund as set forth in the Plan adopted by the Board will require the affirmative vote of the majority of the Fund’s outstanding shares entitled to vote without regard to class, which, as noted, is certain to be obtained.

If the enclosed Proxy is properly executed and returned in time to be voted at the Special Meeting, the shares represented thereby will be voted in accordance with the instructions marked on the Proxy. If no instructions are marked on the Proxy, the Proxy will be voted “FOR” the approval of the Plan, and in accordance with the judgment of the persons appointed as proxies upon any other matters that may properly come before the Special Meeting and that are deemed appropriate. Any shareholder giving a Proxy has the right to attend the Special Meeting to vote his or her shares in person (thereby revoking any prior Proxy) and also the right to revoke the Proxy at any time by an executed superseding proxy or a written notice of revocation received by the Fund prior to the time it is voted. Each share is entitled to one vote at the Special Meeting and fractional shares are entitled to proportionate shares of one vote. Shareholders of the Fund will vote together as a single class. As of November 21, 2008, the Fund had 812,478.69 shares outstanding.

APPROVAL OF THE LIQUIDATION, DISSOLUTION AND TERMINATION OF THE FUND

The Liquidation in General

The Fund proposes to liquidate its assets and dissolve the Fund pursuant to the provisions of the Plan as approved by the Board at its meeting held on November 19, 2008, when the Board considered various alternatives and then determined that an orderly liquidation of the Fund’s assets was in the best interests of the Fund and its shareholders. The Plan provides for the complete liquidation of all of the assets of the Fund. If the Plan is approved by the requisite shareholder vote for the Fund (which is certain to occur, as noted above), Credit Suisse will undertake to liquidate the Fund’s assets at market prices and on such terms and conditions as Credit Suisse shall determine to be reasonable and in the best interests of the Fund and its shareholders.

Reasons for the Proposed Liquidation

The Fund is an open-end investment management company organized as a business trust under the laws of the Commonwealth of Massachusetts. The date of organization of the Fund is March 20, 2006. The net assets of the Fund as of November 21, 2008 are $7,188,026.49.

At a meeting of the Board held on November 19, 2008, the Board was advised by Credit Suisse that the continued operation of the Fund was not in the best interests of the Fund or its shareholders considering all relevant factors, including, without limitation:

1. The Adviser owns approximately 65% of the Fund’s outstanding shares. If these shares were to be redeemed, the Fund would not be of a viable asset size. Because of its size, the Fund has been unable to absorb all its expenses and offer a competitive return. The Adviser has been absorbing the Fund’s expenses, but this has not resulted in any increase in assets.

2. The Adviser does not foresee being able to grow the Fund to a viable size. The continuing shrinkage of the Fund over time will adversely affect the Adviser’s ability to manage the Fund and will increase expenses borne by shareholders.

3. There were no other suitable funds in the Credit Suisse Funds complex into which the Fund could be merged. Given the relatively small assets of the Fund, any benefit to shareholders of the Fund of merging with a Credit Suisse Fund or third-party fund would likely be outweighed by the expenses of such a merger. Further, apart from its small size, the underperformance of the Fund would likely make it unattractive to another investment adviser.

4. Liquidation will be a taxable event for the Fund’s shareholders and could result in a realized gain to shareholders of the Fund.

Credit Suisse requested that the Board consider the liquidation of the Fund pursuant to the Plan attached to this Proxy Statement as Appendix A.

The Board acknowledged that Credit Suisse has voluntarily waived a portion of its advisory fee and reimbursed a certain amount of expenses for the Fund during the most recent fiscal year. The Fund’s total annual operating expenses and net annual operating expenses (after fee waivers and expense reimbursements) for the most recent fiscal year through October 31, 2008 are set forth in the table below.

Class of Shares	Total Annual Operating Expenses – October 31, 2008		Net Annual Operating Expenses (After Fee Waivers/ Expense Reimbursements) – October 31, 2008
Class A	3.37	%	1.25	%
Class C	4.07	%	2.00	%
Common Class	3.12	%	1.00	%

The Board recognized that, absent fee waivers and expense reimbursements, the Fund’s returns would likely make the Fund unattractive to new investors, and that Credit Suisse is under no obligation to continue the fee waivers and expense reimbursements.

Based upon Credit Suisse’s presentation and recommendation and other relevant factors, the Board concluded that a liquidation of the Fund was in the best interests of the Fund and its shareholders.

The Board, including all of the Directors who are not “interested persons” of the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), then adopted resolutions approving the Plan, declaring the proposed liquidation and dissolution advisable and directing that the Plan be submitted to the shareholders for consideration. Credit Suisse will bear all costs

associated with the liquidation of the Fund (other than transaction costs related to the disposition of portfolio holdings, taxes and extraordinary expenses).

Plan of Dissolution, Liquidation and Termination of the Fund

The Plan provides for the complete liquidation of all of the assets of the Fund. If the Plan is approved (which is certain to occur, as noted above), Credit Suisse will undertake to liquidate the assets at market prices and on such terms and conditions as Credit Suisse shall determine to be reasonable and in the best interests of the Fund and its shareholders.

Liquidation Value

Upon adoption of the Plan by the Fund’s shareholders at the Special Meeting, as soon as practicable after the consummation of the sale of all of the Fund’s securities and the payment and reserve for payment of all of the Fund’s known liabilities and obligations, each Fund shareholder will receive a distribution in an amount equal to the net asset value per share, as determined in accordance with the Fund’s current registration statement (the “NAV Liquidation Distribution”). Shareholders may also receive previously declared and unpaid dividends and distributions, together with the NAV Liquidation Distribution, with respect to each of the shareholder’s shares of the Fund.

The Fund will pay the NAV Liquidation Distribution and any capital gain or dividend distribution (together, the “Liquidating Distribution”) on the Liquidation Date (as defined below). The amount of these distributions actually paid will vary depending on a number of factors, such as changes in value of the Fund’s holdings and net redemptions of Fund shares. See “Federal Income Tax Consequences” below.

Federal Income Tax Consequences

The following summary provides general information with regard to the federal income tax consequences to shareholders on receipt of the distribution from the Fund pursuant to the provisions of the Plan. This summary also discusses the effect of federal income tax provisions on the Fund resulting from its liquidation and dissolution. This summary is based on the tax laws and regulations in effect on the date of this Proxy Statement, all of which are subject to change by legislative or administrative action, possibly with retroactive effect. The Fund has not sought a ruling from the Internal Revenue Service with respect to the tax consequences described herein.

This summary does not address the particular federal income tax consequences which may apply to certain shareholders such as trusts, estates, non-resident aliens or other foreign investors. This summary does not address state or local tax consequences. The tax consequences discussed herein may affect shareholders differently depending on their particular tax situations unrelated to the Liquidating Distribution, and accordingly, this summary is not a substitute for careful tax planning on an individual basis. Shareholders should consult their personal tax advisers concerning their particular tax situations and the impact thereon of receiving the Liquidating Distribution as discussed herein. The receipt of the Liquidating Distribution may result in tax consequences that are unanticipated by shareholders.

For federal income tax purposes, the Liquidating Distribution received pursuant to the Plan by a U.S. Shareholder (i.e., a Fund shareholder who is subject to United States federal taxation on a net income basis) may consist of three elements: (i) a capital gain dividend to the extent of any net long-term capital gains recognized by the Fund during its final tax year (plus any such amounts remaining undistributed from the immediately preceding year); (ii) an income dividend to the extent the amount of

the Fund’s investment income and net short-term capital gains earned during its final tax year that have not previously been distributed exceed the Fund’s expenses for the year (plus any such amounts remaining undistributed from the immediately preceding year); and (iii) a distribution treated as payment for the U.S. Shareholder’s shares.

The composition of the actual Liquidating Distribution may vary due to changes in market conditions and the composition of the Fund’s portfolio at the time its assets are sold. Prior to the last day of the Fund’s final taxable year, the Fund’s Board must authorize any capital gain dividend and income dividend to be distributed as part of the Liquidating Distribution. Within 60 days after the close of the Fund’s taxable year (which will be deemed to close on the Liquidation Date), the Fund will designate in a written notice mailed to its shareholders the amounts, if any, for the Fund’s final taxable year which may be taken into account as (1) long-term capital gains, (2) qualified dividend income entitled to the long-term capital gains tax rate, (3) foreign taxes to be included in gross income, (4) gross income from foreign sources and (5) eligible for the dividends received deduction. By January 31, 2009, the Fund will notify U.S. Shareholders as to the portion, if any, of the Liquidating Distribution that constitutes a capital gain dividend and that constitutes an income dividend.

Since the Fund would seek to retain its qualification as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), during the liquidation period, it would not expect to be taxed on any of its net capital gains realized from the sale of its assets or ordinary income earned. In the unlikely event that the Fund should lose its status as a RIC during the liquidation process, the Fund would be subject to taxes which would reduce the amount of Liquidating Distributions.

Any portion of a Liquidating Distribution paid under the Plan out of investment company taxable income or net realized long-term capital gains will be taxed under the Code in the same manner as any other distribution of the Fund. Accordingly, such amounts will be treated as ordinary income or long-term capital gains, if so designated.

If the Fund has capital loss carryovers from the preceding year and/or generates a net capital loss during its final year that would have otherwise resulted in a capital loss carryforward in future years, such carryforwards will terminate with the Fund’s liquidation and will no longer be available to offset future capital gains.

The balance of any amount (after accounting for the capital gain dividend and income dividend portions of the Liquidating Distribution) received upon liquidation will be treated for federal income tax purposes as a payment in exchange for a U.S. Shareholder’s shares in the Fund. A U.S. Shareholder will recognize a taxable gain or loss on such exchange equal to the difference between the amount of the payment and the U.S. Shareholder’s tax basis in its Fund shares. Any such gain or loss will be a capital gain or capital loss if the U.S. Shareholder holds its shares as capital assets. Any recognized gain or loss will constitute a long-term capital gain or long-term capital loss, as the case may be, if the Fund’s shares were held for more than one year by the U.S. Shareholder at the time of the Liquidating Distribution exchange. Under current law, long-term capital gains are taxed to individual U.S. Shareholders at a maximum tax rate of 15%. If the U.S. Shareholder held its Fund shares for not more than one year at the time of the deemed exchange, any gain or loss will be a short-term capital gain or loss. Short-term capital gains are taxed to individual U.S. Shareholders at the graduated income tax rates applicable to ordinary income. All income recognized by a corporate U.S. Shareholder pursuant to the liquidation of the Fund, regardless of its character as capital gains or ordinary income, will be subject to tax at the regular graduated federal corporate income tax rates.

If shareholder redemptions prior to liquidation reduce the Fund’s net assets below the Fund’s remaining undistributed investment company taxable income and net realized capital gains, the Fund may redesignate the tax character of all or a portion of any amounts redeemed after the Plan is approved by shareholders. Such redesignation, if it occurred, could result in a shareholder’s redemption proceeds being characterized in whole or in part for tax purposes as an ordinary income or long-term capital gain distribution with an offsetting adjustment to the amount of proceeds treated as received upon the redemption.

Liquidating Distribution

At present, the date on which the Fund will be liquidated and on which the Fund will pay Liquidating Distributions to shareholders is uncertain, but it is anticipated that upon adoption of the Plan by the shareholders such liquidation would occur on or about December 30, 2008 or as soon as practicable thereafter (the “Liquidation Date”). Shareholders holding Fund shares as of the close of business on the day prior to the Liquidation Date will receive their Liquidating Distribution on the Liquidation Date without any further action on their part.

The liquidation of the assets and termination of the Fund will have the effect of permitting the Fund’s shareholders to invest the distributions to be received by them upon the Fund’s liquidation in investment vehicles of their own choice. Investors who desire the continued use of a managed investment may obtain prospectuses for other Credit Suisse Funds by calling 1-800-927-2874.

The right of a shareholder to redeem his or her shares of the Fund at any time has not been impaired by the proposal to liquidate the assets and dissolve the Fund or the adoption of the Plan. Therefore, a shareholder may redeem shares in accordance with redemption procedures set forth in the Fund’s current Prospectuses and Statement of Additional Information without the necessity of waiting for the Fund to take any action. The Fund will not impose any redemption charges or contingent deferred sales charges for redemptions of shares as a result of the proposed liquidations.

Impact of the Plan on the Fund’s Status Under the 1940 Act

On the Liquidation Date, the liquidated Fund will cease doing business as a series of a registered investment company. The Plan provides for the eventual cessation of the Fund’s activities as a series of an investment company. A vote in favor of the Plan will constitute a vote in favor of such a course of action. Until the Fund’s withdrawal as a series of an investment company, the Fund, as a series of a registered investment company, will continue to be subject to and will comply with the 1940 Act.

Conclusion

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSED LIQUIDATION OF ASSETS AND DISSOLUTION OF THE FUND PURSUANT TO THE PROVISIONS OF THE PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION.

ADDITIONAL INFORMATION

General

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter or telephone, will be paid by Credit Suisse.

The Altman Group (the “Agent”) has been engaged as a proxy solicitation firm, at an estimated fee of $1,000 plus any additional expenses incurred, which will be borne by Credit Suisse.

Should shareholders require additional information regarding the proxy or replacement proxy cards, they may contact The Altman Group, toll-free at (866) 745-0271. Any proxy given by a shareholder is revocable.

Delivery of Proxy

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund shareholder of record. If a shareholder needs an additional copy of this Proxy Statement, please contact the Fund at (800) 927-2874. If any shareholder does not want the mailing of this Proxy Statement to be combined with those for other members of the shareholder’s household, please contact the Fund in writing at:

Credit Suisse Funds

P.O. Box 55030

Boston, Massachusetts, 02205-5030

or call

1-800-927-2874

Shareholder Proposals

As a general matter, the Fund does not hold annual meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of shareholders (assuming that the Fund is not liquidated as proposed) should send their written proposals to the Secretary of Credit Suisse Funds, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, 24th Floor, New York, New York 10010. Proposals must be received at a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the materials for the Fund’s meeting. Timely submission of a proposal does not, however, necessarily mean that such proposal will be included.

Other Matters to Come Before the Special Meeting

The Board is not aware of any other matters that will come before the Special Meeting. Should any other matter properly come before the Special Meeting, the persons named in the accompanying proxy shall be entitled to vote the shares represented by such proxy in accordance with their judgment on such matters.

Beneficial Owners

The following table shows certain information, as of November 21, 2008, concerning persons who may be deemed beneficial owners of 5% or more of the outstanding shares of each class of the Fund because they possessed or shared voting or investment power with respect to the shares:

Name and Address	Share Class	Shares Held	Percent of Outstanding Shares (Class)
Credit Suisse Asset Management LLC Eleven Madison Avenue New York, NY 10010	Common	503,145.083	99	%
Charles Schwab & Co Inc Special Custody Account For The Exclusive Benefit Of Customers Attn Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151	A	185,976.698	75	%
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052	A	13,040.246	5	%
American Enterprise Investment SVCS FBO 213882691 PO Box 9446 Minneapolis, MN 55474-00001	C	7,471.906	13	%
American Enterprise Investment SVCS FBO 559902041 PO Box 9446 Minneapolis, MN 55474-00001	C	6,029.168	11	%
Credit Suisse Asset Management LLC Eleven Madison Avenue New York, NY 10010	C	5,000.000	9	%
American Enterprise Investment SVCS FBO 715396541 PO Box 9446 Minneapolis, MN 55474-00001	C	4,172.081	7	%

Appendix A

CREDIT SUISSE ABSOLUTE RETURN FUND

FORM OF PLAN OF LIQUIDATION, DISSOLUTION AND TERMINATION

The following Plan of Liquidation, Dissolution and Termination (the “Plan”) of Credit Suisse Absolute Return Fund (the “Fund”), a series of Credit Suisse Capital Funds, a Massachusetts business trust (the “Trust”), which has operated as an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is intended to accomplish the complete liquidation and dissolution of the Fund in conformity with the provisions of the Trust’s Declaration of Trust (the “Declaration”) and under Massachusetts law. The Plan has been approved by the Board of Trustees of the Trust (the “Board”) as being advisable and in the best interests of the Fund and its shareholders. The Board has directed that this Plan be submitted to the holders of the outstanding voting shares of the Fund (each, a “Shareholder” and, collectively, the “Shareholders”), voting in the aggregate without regard to class, for their adoption or rejection at a special meeting of shareholders and has authorized the distribution of a Proxy Statement (the “Proxy Statement”) in connection with the solicitation of proxies for such meeting. Upon Shareholder approval of the Plan, the Fund shall voluntarily dissolve and completely liquidate in accordance with the requirements of Massachusetts law and the Internal Revenue Code of 1986, as amended (the “Code”), as follows:

1. Effective Date of Plan. This Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of Shareholders of the Fund called for the purpose of voting upon the Plan. The date of such adoption and approval of the Plan by Shareholders is hereinafter referred to as the “Effective Date.”

2. Dissolution. As promptly as practicable after the Effective Date, consistent with the provisions of this Plan, the Fund shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law.

3. Cessation of Business. After the Effective Date, the Fund shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to Shareholders in accordance with the provisions of this Plan after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, make payment of dividends and other distributions to Shareholders and permit the reinvestment thereof in additional shares, as applicable.

4. Liquidation of Assets. The Fund shall cause the liquidation of its assets to cash form as is practicable consistent with the terms of the Plan.

5. Payment of Debts. As soon as practicable after the Effective Date, the Fund shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.

A-1

6. Liquidating Distribution. As soon as practicable after the Effective Date, the Fund will mail the following to each Shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the Shareholder’s proportionate interest in the remaining assets of the Fund (after the payments and creation of the reserves contemplated by Section 5 above), and (ii) information concerning the sources of the liquidating distribution.

7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Fund and its investment adviser, Credit Suisse Asset Management, LLC, all expenses incurred by or allocable to the Fund in carrying out this Plan and dissolving the Fund shall be borne by Credit Suisse Asset Management, LLC and its affiliates.

8. Power of the Board of Trustees. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in this Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of this Plan, including without limitation, the execution and of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement this Plan or which may be required by the provisions of the Investment Company Act, the Securities Act of 1933, as amended, and applicable Massachusetts law.

The death, resignation or other disability of any Trustee or any officer of the Fund shall not impair the authority of the surviving or remaining Trustees or officers to exercise any of the powers provided for in this Plan.

9. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of this Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of existence of the Fund, and the distribution of assets to Shareholders in accordance with the purposes intended to be accomplished by this Plan.

10. Satisfaction of Federal Income and Excise Tax Distribution Requirements. At or immediately prior to the liquidation date, the Fund shall, if necessary, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Shareholders of the Fund all of the Fund’s investment company taxable income for taxable years ending at or prior to the liquidation date (computed without regard to any deduction for dividends paid) and all of its net capital gain, if any, realized in taxable years ending at or prior to the liquidation date (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods.

11. Governing Law. This Plan shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts.

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PROXY CARD

CREDIT SUISSE ABSOLUTE RETURN FUND

a Series of Credit Suisse Capital Funds

Eleven Madison Avenue, 24^th Floor

New York, NY 10010

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF CREDIT SUISSE CAPITAL FUNDS.

The undersigned hereby appoints Michael A. Pignataro, J. Kevin Gao, and Karen Regan, and each of them separately, as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below and in accordance with their judgment on such other matters as may properly come before the meeting or any adjournments thereof, all shares of Credit Suisse Absolute Return Fund (the “Fund”) that the undersigned is entitled to vote at the Special Meeting of Shareholders on December 22, 2008, and at any adjournments thereof.

PLEASE VOTE THIS PROXY CARD PROMPTLY. IF YOU SIGN AND RETURN THE ENCLOSED PROXY CARD AND DO NOT DIRECT HOW THE PROXY IS TO BE VOTED, THE PROXY WILL BE VOTED “FOR” THE PROPOSAL.

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign exactly as name appears at left. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If in a partnership, please sign in partnership name by authorized person.


Signature	(Title if Applicable)	Date


Signature	(if held jointly)	Date

FOLD HERE

PLEASE VOTE THIS PROXY CARD PROMPTLY BY MAIL. IF YOU SIGN AND RETURN THE ENCLOSED PROXY CARD AND DO NOT DIRECT HOW THE PROXY IS TO BE VOTED, THE PROXY WILL BE VOTED “FOR” THE PROPOSAL.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE PROPOSAL.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.

To consider and act upon a proposal to approve the Plan of Liquidation, Dissolution and Termination (the “Plan”) adopted by the Board of Trustees (the “Board”) of Credit Suisse Capital Funds pursuant to which the Fund will be liquidated, dissolved and terminated.

	FOR	AGAINST	ABSTAIN
	o	o	o

TAG ID:

“Scanner Bar Code”

CUSIP: