MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

February 13, 2007

This 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 2006 and should be read in conjunction with our audited consolidated financial statements and accompanying notes. 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, including our annual information form can be found on SEDAR at www.sedar.com. In this MD&A, the Fund refers to Yellow Pages Income Fund and we, us, our, the Company, and YPG refer to YPG LP and its subsidiaries, which are reported in the following segments:

“Directories,” which refers to our core print and online directories as well as our specialized guides.

“Vertical Media,” which refers to our print and online vertical publications. We define vertical media as the segmentation of content into print publications and web sites by topic or area of interest.

Our reporting structure reflects how we manage our business and how we classify our operations for planning and measuring performance.

This MD&A contains forward-looking statements about the objectives, strategies, financial condition, results of operations and businesses 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 13, 2007.
• 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 forwardlooking statements 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 statements 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 7 – Risks and Uncertainties.