Administration Agreement

The Fund, Menu Foods Operating Trust (“MFOT”), Menu Foods GenPar Limited (“GenPar”) and Menu Foods Limited Partnership (“MFLP”) entered into the Administration Agreement on May 22, 2002. Under the terms of the Administration Agreement, GenPar has agreed to provide (for no additional compensation, other than the payment by MFLP of out-of-pocket expenses incurred for the provision of such services) administrative and support services to the Fund, including, without limitation, those necessary to: (i) ensure compliance by the Fund with continuous disclosure obligations under applicable securities legislation; (ii) provide investor relations services; (iii) provide or cause to be provided to Unitholders all information with respect to income taxes; (iv) call and hold meetings of Unitholders and holders of Special Trust Units and distribute required materials, including notices of meetings and information circulars, in respect of all such meetings; (v) provide for the calculation of distributions to Unitholders; (vi) attend to all administrative and other matters arising in connection with any redemption of Units, units of MFOT and notes of MFOT; and (vii) ensure compliance with the Fund’s limitations on non-resident ownership.