MANAGEMENT'S DISCUSSION AND ANALYSIS

FEBRUARY 15, 2006

Management's discussion and analysis (MD&A) is intended to assist in the understanding and assessment of the trends and significant changes in the results of operations and financial condition of Yellow Pages Income Fund and its subsidiaries for the years ended December 31, 2005 and 2004 and should be read in conjunction with our audited consolidated financial statements and accompanying notes. In this MD&A, we, us, our, the Company, the Fund and YPG refer to Yellow Pages Income Fund and its subsidiaries. Quarterly reports, the annual report and supplementary information can be found under “financial reports” on our corporate Web site at www.ypg.com. Additional information can be found on SEDAR at www.sedar.com.

Beginning in 2005, the results of YPG LP are not reported separately as they have been consolidated into those of Yellow Pages Income Fund since December 17, 2003, and a full year of comparative information for the consolidated entity is available.

This MD&A contains forward-looking statements about the objectives, strategies, financial condition, results of operations and business of YPG. These statements are “forward-looking” as they are based on current expectations about our business and the markets we operate in, and on various estimates and assumptions.

• Forward-looking statements in this MD&A describe our expectations on February 15, 2006.
• Our actual results could be materially different from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, we cannot guarantee that any forward-looking statement will materialize.
• Forward-looking statements do not take into account the effect that transactions or non-recurring items announced or occurring after the statements are made may have on our business.
• We disclaim any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
• Risks that could cause our actual results to differ materially from our current expectations are discussed in section 9 – Risks and Uncertainties.