BCE Inc.

Here are five large funds run by each of Canada’s big-five banks. Each holds the kind of conservative, well-balanced portfolios of high quality stocks we recommend. All five have a high weighting in Financial services and Energy stocks. However, they stick with high-quality issues with sound fundamentals, so these concentrations don’t add a lot of risk. Each has its quirks, but overall they are well positioned for low-risk returns. TD CANADIAN EQUITY FUND $32.70 (CWA Rating: Conservative) (TD Asset Management, P.O. Box 7500, Station A, Toronto, Ontario. M5W 1P9. 1-800-463-3863; Web site: www.tdcanadatrust.ca. No load — deal directly with the bank) uses a “bottom-up” approach (using fundamentals such as earnings, cash flow and low debt) to identify undervalued companies with strong growth potential. TD Canadian Equity Fund’s 10 largest holdings are Royal Bank, Suncor Energy, TD Bank, Rogers Communications, Alcan, Canadian Oil Sands Trust, CN Railway, Ivanhoe Mines, Goldcorp and EnCana....

BCE INC. $41.32 (Toronto symbol BCE; SI Rating: Above-Average) has accepted a $42.75- a-share all-cash takeover offer from a group led by the Ontario Teachers’Pension Plan. The group will also redeem all of BCE’s outstanding preferred shares and debentures. Two-thirds of BCE investors must approve the transaction at a special meeting later this year. Counter offers are still possible. For example, TELUS CORP. $64.64 (Toronto symbol T.A; SI Rating: Above average) could renew its merger proposal. Telus could afford to pay more for BCE than other potential bidders, since a merger between the two would produce significant savings....

TELUS CORP. (Toronto symbols T $63 and T.A $62; Conservative Growth Portfolio, Utilities sector; Shares outstanding: 334.4 million; Market cap: $21.1 billion; SI Rating: Above average) has gained 15% since BCE confirmed it is talking with potential buyers. Telus could also decide to bid for BCE. However, a BCE-Telus merger would face significant political opposition. Meanwhile, Telus continues to enjoy the benefits of its heavy wireless investments. Thanks to a 17% jump in wireless profits, overall earnings in the three months ended March 31, 2007 rose 50%, to $0.90 a share from $0.60 a year earlier. The most recent earnings figure excludes a non-recurring charge of $0.32 a share. Revenue grew 4.8%, to $2.2 billion from $2.1 billion. The company aims to pay out between 45% and 55% of its sustainable earnings as dividends; the current annual rate of $1.50 yields 2.4%. The payout ratio in the past 12 months was 46%, so Telus will probably increase its dividend before the end of 2007....

MANITOBA TELECOM SERVICES INC. $49 (Toronto symbol MBT; Conservative Growth Portfolio, Utilities sector; Shares outstanding: 65.1 million; Market cap: $3.2 billion; SI Rating: Average) is Canada’s third-largest telephone company, after BCE and Telus. It is the leading provider of local, long distance and wireless telephone service in Manitoba, with over 90% of the market. Other services include Internet access and a digital TV service. Manitoba Tel’s revenue fell from $909.2 million in 2002 to $824.0 million in 2003. In June 2004, the company paid $1.6 billion for Allstream Inc., a national provider of telecom services to businesses. The purchase doubled the company’s size, and cut its reliance on Manitoba. This business now accounts for 55% of its total revenue. The Allstream acquisition pushed revenue up to $2.0 billion in 2005. Growing competition cut revenue in 2006 to $1.9 billion....

The likely takeover of BCE Inc. has pushed up prices of our two other telecom buys, Manitoba Telecom (see below) and Telus (see box on page 62). Any telecom takeover would face hurdles such as limits on foreign ownership and anti-competition concerns. But regardless of whether any takeovers occur, we feel all three of these stocks offer attractive long-term opportunities. Manitoba Tel is riskier than BCE and Telus, due to its heavy exposure to a single province and falling profits at Allstream, its Canada-wide business communications subsidiary. But the stock yields over 5%, and its profits are also improving thanks to a major restructuring plan. MANITOBA TELECOM SERVICES INC. $49 (Toronto symbol MBT; Conservative Growth Portfolio, Utilities sector; Shares outstanding: 65.1 million; Market cap: $3.2 billion; SI Rating: Average) is Canada’s third-largest telephone company, after BCE and Telus. It is the leading provider of local, long distance and wireless telephone service in Manitoba, with over 90% of the market. Other services include Internet access and a digital TV service....

PEMBINA PIPELINE INCOME FUND $16.72 (Toronto symbol PIF.UN; SI Rating: Extra risk) has interests in 14 feeder pipeline systems with a total length of 8,350 kilometres. This includes the Pembina System, in operation since 1954. The company also holds a 50% interest in the Fort Saskatchewan Ethylene Storage Limited Partnership. Pembina’s total network is the largest feeder operation in Canada. These pipelines bring oil and gas from fields in northeastern B.C. and western and northern Alberta to refineries, or feed into major pipelines such as the Enbridge Pipeline System....

BELL ALIANT REGIONAL COMMUNICATIONS INCOME FUND $32 (Toronto symbol BA.UN; Conservative Growth Portfolio, Utilities sector; Units outstanding: 135.2 million; Market cap: $4.3 billion; SI Rating: Above average) earned $0.58 a unit in first three months of 2007, up 56.8% from $0.37 a year earlier....

TELUS CORP. (Toronto symbols T $62 and T.A $61; Conservative Growth Portfolio, Utilities sector; Shares outstanding: 334.4 million; Market cap: $20.6 billion; SI Rating: Above average) has gained roughly 15% in the past few weeks, as a possible takeover bid for rival BCE Inc. has spurred speculation that Telus could also become a takeover target. It’s also possible the two firms will merge, but that would face strong opposition from telecom regulators and consumer groups. Meanwhile, strong demand for new wireless services such as downloadable video, games and ringtones helped offset slower subscriber growth. That helped increase the company’s total revenue in the first quarter of 2007 to $2.21 billion, up 6.3% from $2.08 billion a year earlier. Earnings jumped 50.0%, to $0.90 a share from $0.60. The most recent figure excludes a one-time charge related to its employee stock option program. Telus’s ongoing investments in its wireless network, as well as new rules that let customers keep their current mobile number, should help it attract more subscribers....

BCE INC. $37.59 (Toronto symbol BCE; SI Rating: Above-Average) is now in discussions with a consortium of three big Canadian pension plans and U.S.-based private equity firm Kohlberg Kravis Roberts about a takeover. This has raised the possibility of a bidding war for the company, since the Ontario Teachers’ Pension Plan is putting together its own group with some other pension funds. Other groups could also enter the bidding. The takeover bids have arisen partly from recent regulatory changes that make it easier for established phone providers like BCE to compete with cable companies. The changes greatly enhance BCE’s long-term prospects, and should help it extract a high bid. It could take several weeks before the first formal offer emerges. The price on the successful bid will depend on market conditions and other factors, but could reach the mid-$40s....

ISHARES DIVIDEND INDEX FUND $23.50 (Toronto symbol XDV; buy or sell through a broker) began trading in December, 2005. The fund currently holds the 30 highest yielding Canadian stocks. These stocks are included in the index based on their dividend growth, yield and average payout ratio. The weight of any one stock in the fund is limited to 10% of the fund’s assets. Its MER is 0.50%. iShares Dividend Index Fund now yields 2.8%. The fund’s top holdings are Manitoba Telecom at 6.8%; CIBC, 6.8%; Bank of Montreal, 6.2%; Russel Metals, 4.6%; TD Bank, 4.7%; National Bank, 4.5%; Teck Cominco, 4.3%; IGM Financial, 4.1%; Royal Bank, 4.0%; and BCE Inc., 3.9%....