Charter of the AUDIT COMMITTEE
(the “Audit Committee”)

of the BOARD OF DIRECTORS of
YPG GENERAL PARTNER INC.,
as general partner of YPG LP

AUTHORITY

The primary responsibility for the financial reporting, accounting systems and internal controls of Yellow Pages Income Fund, YPG Trust, YPG LP and YPG General Partner Inc. (collectively the “Corporation”) is vested in senior management and is overseen by the Board. The Audit Committee is a standing committee of the Board established to assist the Board in fulfilling its responsibilities in this regard.

The Audit Committee shall have unrestricted access to the Corporation's personnel, documents and external auditors and will be provided with the resources necessary to carry out its responsibilities. In carrying out its mandate, the Audit Committee's review of the various activities of the Corporation shall include such investigation, analysis and approval of such activities as it may consider necessary. The Audit Committee may engage outside advisors at the expense of the Corporation in order to assist the Committee in the performance of its duties and set and pay the compensation for such advisors.

Nothing contained in this mandate is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Corporation or the members of the Audit Committee. Even though the Audit Committee has a specific mandate, it does not have the obligation to act as auditors or to perform audits, or to determine that the Corporation's financial statements are complete and accurate.

Members of the Audit Committee are entitled to rely, absent knowledge to the contrary, on (i) the integrity of the persons and organizations from whom they receive information, (ii) the accuracy and completeness of the information provided, and (iii) representations made by management as to the non-audit services provided to the Corporation by the external auditor. The Audit Committee's oversight responsibilities are not established to provide an independent basis to determine that (i) management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures, or (ii) the Corporation's financial statements have been prepared in accordance with generally accepted accounting principles and, if applicable, audited in accordance with generally accepted accounting standards.

STRUCTURE

• The Audit Committee shall be composed of at least three Directors of the Corporation, all of whom are independent (as defined under applicable securities laws).
• Each member must be financially literate, as such term is defined in Canadian securities legislation.
• No member of the Audit Committee may serve on the audit committee of more than three public companies, including the Corporation, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee.
• No member of the Audit Committee shall receive compensation in his or her personal capacity other than director’s fees for service as a director of the Corporation, including reasonable compensation for serving on the Audit Committee and regular benefits that other directors receive.
• The Chairman and the members of the Audit Committee shall be appointed by resolution of the Board to hold office from the time of their appointment until the next annual general meeting of shareholders or until their successors are so appointed. The Chairman must be appointed among the members of the Committee. The Secretary of the Corporation shall be the Secretary of the Committee. Members of the Audit Committee may be reappointed to serve consecutive terms.
• The Chairman of the Audit Committee has the following responsibilities(a) presiding at meetings of the Committee;
  (b) ensuring the efficiency of the Committee and that the members work as a team, in an effective and productive manner;
  (c) ensuring that the Committee has the administrative support necessary to perform its work and carry out its duties; and
  (d) acting as liaison between the Committee and the Board. 
• Vacancies at any time occurring in a Committee shall be filled by resolution of the Board in accordance with the terms of the mandate.
• If the Chairman and/or the Secretary of the Committee, as the case may be, is unable to act as such at a meeting, the Committee shall select one of the members to act as Chairman and/or as Secretary, as the case may be, for that meeting only.
• The Audit Committee shall meet at least four times per year and may meet more often if required. Meetings of the Audit Committee may be convened at the request of any member of the Committee.  Such meetings can be held by telephone or by any other means which enables all participants to communicate with each other simultaneously.
• A quorum at meetings of the Audit Committee shall be a majority of its members. All decisions and recommendations made by the Committee shall be made by a majority vote of the members present at the meeting.
• The provisions of the Articles and By-laws of YPG General Partner Inc. that regulate meetings and proceedings shall govern Audit Committee meetings. The Audit Committee shall meet separately with each of management and the internal and external auditors as it shall determine, but at least annually. The Audit Committee may also meet without management or the external auditors.
• The Chairman shall approve the agenda for the meetings and ensure that properly prepared agenda materials are circulated to members with sufficient time for study prior to the meeting.
• Officers may attend all meetings of the Audit Committee upon invitation.
• The minutes of the Committee meetings shall accurately record the significant discussions of and decisions made by the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to Committee members, with copies to the Chief Executive Officer and the Chief Financial Officer of the Corporation and to the external auditors.

RESPONSIBILITIES

Annual Financial Information

• Review the annual financial statements and accompanying notes, the external auditor’s report thereon and related press release and recommend their approval to the Board, after discussing matters such as the selection of accounting policies, major accounting judgments, accruals and estimates with management and the external auditors.
• Review with management and the external auditors the Corporation's accounting policies and any changes that are proposed to be made thereto, including all critical accounting policies and practices used, any alternative treatments of financial information that have been discussed with management, the ramification of their use and the external auditors' preferred treatment and any other material communications with management with respect thereto, and reviewing the disclosure and impact of contingencies and the reasonableness of the provisions, reserves and estimates that may have a material impact on financial reporting.
• Review the Management’s Discussion and Analysis (MD&A) and recommend its approval to the Board.
• Review with the external auditors any audit problems or difficulties and management's response thereto and resolve any disagreement between management and the external auditors regarding financial reporting.
• Review the planning and results of the external audit including:
  − the auditor's engagement letter;
  − the scope of the audit, including materiality, audit reports required, areas of audit risk, timetable and deadlines;
  − the post-audit management letter, if any, together with management's response thereto; and
  − the form of the audit report.

Interim Financial Statements

In conjunction with regular Board meetings:

• Review the quarterly financial statements, the external auditors’ review thereof and related MD&A and press release and recommend their approval to the Board, after discussing and making inquiries to management and the external auditors on the preparation of such statements.
• Review the selection of new accounting policies and major accounting judgements that arise during the quarter.

External Auditors

• Overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or related work.
• Recommend the auditors for appointment by YPG General Partner Inc., as general partner of YPG LP and review their qualifications, performance and independence.
• Approve all audit services and determine which services other than audit services the external auditors are allowed to perform and which services the external auditors will be prohibited from performing.
• Approve the basis and amount of external auditors’ compensation and recommend same to the Board.
• Ensure that the external auditors are always accountable directly to the Audit Committee and the Board.
• Review, at least annually, the qualifications, performance and independence of the external auditors. In conducting its review and evaluation, the Audit Committee should:
  − obtain and review (subject to client confidentiality guidelines) a report by the Corporation’s external auditor describing (i) the auditing firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues; and (iii) to assess the auditor’s independence, all relationships between the independent auditor and the Corporation;
  − ensure the rotation of the lead audit partner at least every five years; and
  − confirm with any independent external auditor retained to provide audit services for any fiscal year that the lead (or coordinating) audit partner (having primary responsibility for the audit), or the audit partner responsible for reviewing the audit, has not performed audit services for the Corporation for more than the five previous fiscal years of the Corporation.
• Set clear hiring policies for partners, employees and former partners and employees of the external auditors of the Corporation. No registered public accounting firm may provide audit services to the Corporation if the Chief Executive Officer, Chief Financial Officer, chief accounting officer, controller or equivalent officer was employed by the registered public accounting firm and participated in the audit of the Corporation within one year of the initiation of the current audit.

Other Public Financial Information

• Review the financial information contained in the Annual Information Form, Annual Report, Management Proxy Circular, Management’s Discussion and Analysis, prospectuses and other documents containing similar financial information before their public disclosure or filing with Canadian or other applicable securities regulatory authorities.
• From discussions with management, satisfy themselves as to the process for ensuring the reliability of other public disclosure documents that contain audited and unaudited financial information.

Management Information Systems and Internal Controls

• From discussions with and/or reports from management and reports from the internal and external auditors, monitor the reliability, quality and integrity of the Corporation's management information systems and internal controls.
• Request the undertaking of any specific audit or any special examinations (e.g., review compliance with conflict of interest policies).
• Review, as required, the effect of regulatory and accounting pronouncements and any other transactions which could alter, impact or otherwise materially affect the Corporation’s financial or corporate structure, including off-balance sheet items.
• Review control weaknesses identified by the external auditors, together with management's response thereto.
• Review at least annually and monitor the Corporation’s risk assessment and management policies, including hedging policies through the use of financial derivative transactions.
• Establish procedures for the receipt, retention and treatment of complaints or concerns received by the Corporation regarding accounting, internal accounting controls or auditing matters, including the confidential and anonymous submission by employees of concerns respecting questionable accounting or auditing matters.

Internal Auditor 

• Review and approve the appointment of the Internal Auditor and its degree of independence. 
• Oversee the general functions, responsibilities and performance of the Internal Auditor.
• Review and approve the budget, compensation and resources for the Internal Auditor.
• Review reports prepared by the Internal Auditors and the internal audit plan.
  

Compliance Reporting

• Report to the Board at least annually regarding the oversight and receipt of certificates from management confirming compliance with: 
  (a) debt covenants;
  (b) all required withholding, deductions and remittances;
  (c) corporate business conduct standards;
  (d) laws, regulations and rules of all Canadian securities commissions or other applicable similar regulatory authority, as well as the laws, regulations and rules of all exchanges where the Corporation’s securities are listed; and
  (e) laws and regulations covering the operation of the Corporation.

Pension Matters

• Oversee the general administration and operation of the Yellow Pages Group Co. Pension Plan  and the Dominion Directory Information Services - Supplemental Pension Plan and the Aliant Actimedia Pension Plan (collectively the “Pension Plans”) and related fund (the “Fund”) on behalf of the Board of Directors of Yellow Pages Group Co. (the “Company Board”), having regard to the recommendations of the Pension Committee as the case may be.
• Appoint members to a management-level committee (the “Pension Committee”) and delegate to such committee any responsibilities determined by the members of the Audit Committee to be of an operational nature with respect to the administration and investment of the Pension Plans and the Fund, including the authority for all operational matters contemplated by the agreements related to the Pension Plans and the Fund. 
• Review changes and amendments to the Pension Plans and provide comments and/or make recommendations to the Company Board.
• Annually review the Pension Plans' funding objectives and provide comments and/or make recommendations to the Company Board.
• Review actuarial valuations prepared by the actuary in relation to the Pension Plans and Fund and provide comments and/or make recommendations to the Company Board.
• Review reports prepared by the Pension Committee, including but not limited to reports regarding the day-to-day administration of the Pension Plans the Fund and related supervision and monitoring procedures (the "Control System"), and the investment of the Fund and provide comments and/or make recommendations to the Company Board.
• At least annually, review the Statement of Investment Policies and Procedures (the "Investment Policy") of the Fund and provide comments and/or make recommendations to the Company Board.
• Review all financial statements of the Fund and make recommendations to the Company Board in this regard.
• Review the governance structure of the Pension Plans and Fund from time to time and provide comments and/or make recommendations to the Company Board.
• Provide comments on and/or recommend the appointment (including the terms thereof and any changes thereto) and removal of any person providing services relating to the Pension Plans and Fund, including, benefit administration agents, funding agent(s), the actuary, the auditor of the Fund, investment manager(s)) (including a change to the allocation of assets managed by each such investment manager) and all other advisors.
• On a periodic basis, as determined by the Audit Committee, obtain assurance from the Pension Committee that (i) the Pension Plans and the Fund are administered and invested in compliance with the Pension Plans text, applicable contractual arrangements, the applicable Investment Policy and applicable law; and (ii) the Control System is adhered to and that no material non-compliance has been detected.
• Report to the Company Board of Directors of Yellow Pages Group Co. at least quarterly on the administration of the Pension Plans and Fund and the activities of the Pension Committee and the Audit Committee relating to the Pension Plans and Fund.

Other Responsibilities

• Review the adequacy of insurance coverage.
• Oversee the investigation of fraud, illegal acts or conflicts of interest.
• Discuss with corporate counsel the status of any material pending or threatened litigation.

Reporting

• Report, through the chairperson, to the Board following each meeting on the significant discussions of and decisions made by the Committee; in this respect, the minutes of the Audit Committee shall be made available and distributed to the other members of the Board.
• Review the Committee's Mandate annually and recommend changes to the Board as appropriate. The Committee shall ensure that processes are in place to annually evaluate the performance of the Committee.

Approved by the Board of the Corporation on February 17, 2004.
Amended by the Board of the Corporation on November 3, 2004, November 7, 2005 February 13, 2007 and November 7, 2007.