Sale Announcement Conference Call - September 25, 2006

Wes Carson

Good morning. We thank you for your participation today.
With me on the call is Wayne Graham, our Executive Vice President and Chief Financial Officer who also serves as President of the Fund's ACS Media Canada subsidiary. We have some brief comments to make, after which Wayne and I will respond to any questions you may have.
First I need to remind you that this conference call contains forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there is no assurance that such expectations will prove to be correct. These statements speak only as of the date of this call, and are subject to a number of risks and uncertainties, including the factors discussed in our current and previous filings with the Canadian securities regulatory authorities. Actual results could differ materially from these forward-looking statements.

This morning we issued a press release announcing an agreement we have entered into for the sale of ACS Media's operating business. We are very pleased to report the proceeds of the sale equate to CDN$9.40 per unit of the Fund, which are expected to be paid to the Fund's unitholders by way of redemption of the outstanding Fund units at a redemption amount of CDN$9.40 per Fund unit. We will provide further detail about the transaction on this call, but if you would like a copy of the release, you can access it online at our website www.acsmedia.net.

As most of you no doubt know, ACS Media has performed well since our IPO in 2003, posting steady growth in US dollar revenue and EBITDA. In fact, based on published reports, our revenue growth in 2005 ranked second best among incumbent directory publishers in the U.S. and we have continued the momentum into 2006. Since the IPO, we have maintained and grown our print directory business and experienced robust growth in our online directory business.

Despite increased competition since the IPO in some of our key markets, we have successfully executed our business plan, maintained a strong market leadership position, and continued to provide our customers the best value proposition in terms of superior return on investment for their advertising dollars.

Our biggest frustration - no doubt shared by unitholders - is that the growth we have achieved in US dollar revenue and EBITDA has not resulted in increased Canadian dollar distributable cash. In fact, distributable cash in Canadian dollars, which is the currency used for distribution payments to unitholders, has been declining as a result of the weakening US dollar.

At the time of the IPO, the exchange rate was $1.45 Canadian for one US dollar and today it is approximately $1.12, which represents a decline of over 20% over that time period. A reduction in July last year in our annual distribution rate from $1.10 per unit to 96 cents per unit brought our distributions more in line with the distributable cash generated by the business, expressed in Canadian currency. But since then the US dollar has continued to decline and the outlook remains uncertain that we will see any sustained improvement in the exchange rate. This currency situation has created uncertainty as to whether the Fund can sustain its current level of distributions and, we believe, has been reflected in the Fund's unit price.

Although we are recognized as market leaders in Alaska and have been applauded for effectively operating the business, we believe that in the financial market the Fund has increasingly been evaluated with reference to the US dollar exchange rate and that has put us at a disadvantage from a valuation standpoint.

Our currency hedging strategy helped to mitigate the impact of the weakening US dollar, but as we looked further out, we didn't see this as a viable long-term strategy for maximizing returns for our unitholders.

Further, our structure has proven to be an impediment in our efforts to grow revenues through acquisitions.

So we found ourselves in a position where we have a successful business, but we believe the true value is not being reflected in the Fund's unit price. At the same time, directory businesses have been enjoying buoyant conditions as sought-after investments in many parts of the world, and certainly in North America.

One of the responsibilities of the board of trustees of the Fund is to constantly review alternatives for maximizing unitholder value. As a result of the decreased value of the U.S. dollar against the Canadian dollar and the market environment for businesses such as ACS Media, the board of trustees appointed an independent Special Committee to review value creation strategies. After an extensive evaluation, the Special Committee recommended and the board of trustees unanimously agreed that a sale of the business was an option that had to be investigated.

Management and the board, together with our financial advisors, Genuity Capital Markets, therefore embarked upon a thorough and highly structured sale process to identify and contact parties that may be interested in the directories space. This involved direct contacts with the most likely strategic and financial purchasers in Canada, the United States and Europe.

As a result of that process, the Fund has entered into the definitive agreement that we announced this morning. That agreement provides for an affiliate of Caribe Acquisition Holdings, LLC, to acquire the Fund's wholly-owned Canadian subsidiary, ACS Media Canada Inc., which holds a 99.9% interest in ACS Media LLC, our Alaskan operating company, for CDN$188 million (US$168 million) in cash. Caribe will also fund the repayment of approximately US$35 million of ACS Media debt upon the closing of the transaction. The proceeds of the sale equate to CDN$9.40 per unit of the Fund, which are expected to be paid to the Fund's unitholders by way of redemption of the outstanding Fund units, after which the Fund will be wound up.

We, and the board of trustees, believe that the transaction surfaces the true value of the business for unitholders, and Genuity has provided the board of trustees with an opinion that the consideration is fair from a financial point of view to the Fund's unitholders.

The final point I would like to make is that I believe in Caribe we have found a knowledgeable and experienced partner. Caribe is a leading provider of print directories and Internet-based local search services in the Caribbean, specifically Puerto Rico and the Dominican Republic, and therefore understands our business. Caribe is a portfolio company of Welsh, Carson, Anderson & Stowe, which is one of the largest and most successful private equity investment firms in the United States. Since its founding in 1979, Welsh Carson has organized 14 limited partnerships with total capital exceeding US$16 billion.

The process has produced a very credible purchaser, and resulted in a sale price that recognizes the true underlying value of the business and provides unitholders with a fair price in today's market.

I'll now hand the call over to Wayne who will outline the path that the transaction will take from this point on.

Wayne Graham

Thank you, Wes.

As we noted in the news release, the transaction is subject to approval by unitholders at a special meeting and other closing conditions and is expected to close in the fourth quarter of 2006.

The record date for the special meeting has been set for October 16, 2006, and the special meeting, although not yet scheduled, is expected to be held by the end of November. Unitholders will be receiving an information circular which further sets out the details of the transaction and which will request their approval of the transaction and the wind-up of the Fund.

Following the special meeting, with unitholder approval, the transaction with Caribe will be completed, and within a short period of time thereafter the Fund will redeem the outstanding units of the Fund at a redemption amount of $9.40 per unit. This will be in addition to any distributions declared and paid by the Fund in the normal course between now and the payment of the redemption amount. The Fund will continue with its normal course cash distributions of CDN$0.08 per unit for the months of September (already declared with a record date of September 29, 2006 and payable on October 31, 2006) and October, however, as the transaction is expected to close before the end of November, no distribution for the month of November will be paid.

Although the circular will provide a detailed description of the process undertaken by the Special Committee, we would like to emphasize that the transaction represents an overall value of approximately 10.5X trailing EBITDA, which is one of the highest multiples for an incumbent directory provider in the United States. We believe this transaction, therefore, represents a compelling and attractive value for our unitholders.

Wes Carson

Thank you, Wayne.

I don't think there's anything further to add, except to say again that we believe this transaction is in the best interest of our unitholders. While we have been pleased with the way the business has developed over the past three and one-half years, and we are confident of achieving further steady growth, we have also been disappointed that our unitholders have not been able to adequately share in the success because of the weakening US dollar.

We believe this transaction is the result of a process that has helped to maximize unitholder value and realizes the true value of the underlying business. We look forward to your support at the special meeting.

Thank you for your attention. Wayne and I would now be pleased to respond to questions.

OPERATOR: Your first question comes from Ben Mogil, from Westwind Partners. Please go ahead.

BEN MOGIL: Hi, guys. Good morning.

WESLEY CARSON (President and Chief Executive Officer, ACS Media LLC): Hello, Ben.

BEN MOGIL: First of all, congratulations on the sale. It looks like the multiples are very good. Can you give us a sense of how sort of spirited the bidding auction was, how many parties did you send out preliminary materials to, and how many came to the final finish line, if you will?

WESLEY CARSON: We will actually outline that in great detail, as you know, Ben, in our circular. But we can tell you that it was more than 50 credible, potential buyers across three continents and we started this process with a strategic planning session with the board of trustees back in the spring. The process developed with an analysis of multiple strategies for value creation and as that developed, a special committee was formed that recommended that we go forward with exploring a sales option, and so that has been in the works now since early summer.

BEN MOGIL: And I know you've talked in the past, one of the issues about the potential buy-out. One of the issues I believe in the past was the tax leakage at the operating company because the book value was continuously declining. Does the structure of this deal, by buying just the fund or having the fund redeem its units more or less take care of that issue?

WESLEY CARSON: Actually, Caribe will be acquiring Media Canada, the Canadian corporation. And then the fund units will be redeemed. And we will be providing an extensive analysis of the tax implications in the circular.
Wayne, do you wish to comment on that?

WAYNE GRAHAM (Executive Vice-President and Chief Financial Officer, ACS Media LLC): Just to add on to your comment, Ben, by selling Media Canada, it's the most efficient tax structure to unitholders. So that was an optimal structure for unitholders.

BEN MOGIL: Okay, sure. Have you been getting pressure from unitholders on, you know, what they were seeing and as I was seeing, a gap between good operations and good valuations in the market for directories and obviously stock prices lagging; was there any thought about maybe just going to U.S. dollar payout and continue as a public company or I guess that wouldn't have solved the problem longer term as well?

WESLEY CARSON: Well, we did explore that along with a number of other potential strategies and determined that the best opportunity for providing real value to the unitholders was through this transaction process. But that was included in our analysis.

BEN MOGIL: Okay, and you know, I think that's probably about it. Congratulations. The multiples look very good and congratulations on what looks to be a great sale.

WESLEY CARSON: Thank you, Ben.

BEN MOGIL: Thanks, guys.

OPERATOR: Ladies and gentlemen, if there are any additional questions at this time, please press the * followed by the 1. As a reminder, if you are using a speakerphone, please lift the handset before pressing the keys.
Mr. Carson, there are no further questions at this time. Please continue.

WESLEY CARSON: We again thank you for your participation with us. As Wayne indicated, the detailed circular will be forthcoming with much detail on both the process and the windup of the fund. We look forward to keeping you apprised as we go forward.
Thank you very much.
OPERATOR: Ladies and gentlemen, this concludes the conference call for today. Thank you for participating. Please disconnect your lines.
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