CHARTER of the
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
(the “Committee”)

of the BOARD OF DIRECTORS of
YPG GENERAL PARTNER INC.,
as general partner of YPG LP
 (collectively the “Corporation”)

AUTHORITY

The Corporate Governance and Nominating Committee assists the Board of  Trustees of Yellow Pages Income Fund (the “Fund”) as well as the Board of Directors of the Corporation (collectively, the "Board") in (i) developing the Fund’s and the Corporation's approach to corporate governance issues, (ii) proposing new Board nominees and director nominees for each committee of the Board, (iii) assessing the effectiveness of the Board and its committees as a whole and the contribution of individual members, and (iv) orienting new Directors.  The Corporate Governance and Nominating 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 indented to expand applicable standards of conduct under statutory or regulatory requirements for the directors of the Corporation or the members of the Corporate Governance and Nominating Committee.

STRUCTURE

• The Corporate Governance and Nominating Committee is composed of at least three directors, all of whom are non-management directors, and a majority of whom qualify as unrelated (as defined in the Toronto Stock Exchange’s Company Manual) and independent (as defined under applicable securities laws) directors, as determined by the Board. The Chairman of the Corporate Governance and Nominating Committee shall qualify as unrelated (as defined in the Toronto Stock Exchange’s Company Manual) and independent (as defined under applicable securities laws).
• The Chairman and the members of the Corporate Governance and Nominating 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 Secretary of the Corporation shall be the Secretary of the Committee.  Members of the Committee may be reappointed to serve consecutive terms.
• Vacancies at any time occurring in the 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 Secretary, as the case may be for that meeting only.
• The Corporate Governance and Nominating Committee shall meet as required.  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 Corporate Governance and Nominating 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 Corporate Governance and Nominating Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.
• The provisions of the Articles of Association and By-laws of Yellow Pages Group Co. that regulate meetings and proceedings shall govern the Corporate Governance and Nominating Committee meetings.
• The Chairman of the Committee 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.
• Any Officer may attend meetings of the Corporate Governance and Nominating Committee upon invitation.
• The Minutes of the Committee 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 as well as to all the Directors, with copies to the Chief Executive Officer of the Corporation and to the external Auditors.

RESPONSIBILITIES

Board and committee composition and performance

• Monitor the size and composition of the Board and its Committees to ensure effective decision-making.
• Develop and review criteria as well as establishing procedures for selecting directors by regularly assessing the competencies, skills, personal qualities, business background and diversified experience of the Board and the Corporation's circumstances and needs.
• Identify candidates qualified to become Board members and recommending nominees for election at the next annual or special meeting of shareholders.
• Retain any independent recruiting firm to identify director candidates, including fixing such firm’s fees and other retention terms.
• Recommend to the Board the composition of Committees.
• Review and monitor the organization and conduct of Board and committee meetings.
• Review periodically the mandates of the Board and its committees and the mandate of the Chairman of the Board.
• Develop and monitor appropriate processes for the periodical performance and effectiveness assessment of the Board, Board committees, Board and committee chairs and individual directors.
• Review and make recommendations to the Board on the adequacy and form of the compensation for non-executive directors, the Chairman of the Board and committee chairs;
• Retain any independent firm to advise on director’s compensation, including fixing such firm’s fees and other retention terms.

Corporate Governance

• Develop and review corporate governance principles applicable to the Corporation in light of applicable laws, rules and regulations and recommend to the Board any changes that should be made thereto and monitor the disclosure of such principles.
• Develop, review and monitor procedures for meeting the Board’s information needs, including formal and informal access to officers of the Corporation and external advisors.
• Review and manage the Corporation’s general policy on insider trading and insider reporting.
• Develop for approval by the Board, monitor and oversee the disclosure of appropriate corporate governance structures and procedures, including the identification of decisions requiring approval of the Board and, where appropriate, measures for receiving unitholders feedback.
• Develop for approval by the Board, monitor and oversee the disclosure of a Code of Ethics and Business Conduct; monitor compliance and any waiver from compliance with the Code of Ethics and Business Conduct and ensure appropriate disclosure of such waiver. 
• Prepare the annual statement of corporate governance practices for inclusion in the Corporation's Annual Report, Annual Information Form or Management Proxy Circular, in accordance with applicable rules and regulations.
• Develop and review orientation and continuing education programs for directors.

Reporting

• Report, through the Chairman, to the Board following each meeting on the significant discussions of and decisions made by the Committee; in this respect, the minutes of the 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 Directors of the Corporation on November 3, 2004.