Exhibit 8(f)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT, dated as of September 29, 2006, is entered into
by and between BlackRock Advisors, LLC ("BlackRock Advisors"), acting in its
capacity as the adviser of the BlackRock Core Principal Protected Fund (the
"Fund") of the BlackRock Principal Protected Trust (the "Trust") and the Trust,
on behalf of the Fund.
WHEREAS, the Trust, on behalf of the Fund, and BlackRock Advisors are
parties to a management agreement (the "Management Agreement") pursuant to which
the Fund pays BlackRock Advisors an annual fee equal to 0.75% of the Fund's
average daily net assets (the "Management Fee");
WHEREAS, the Fund invests a portion of its assets in the Master Large Cap
Core Portfolio (the "Master Portfolio"), a series of the Master Large Cap Series
Trust;
WHEREAS, under a separate management agreement, BlackRock Advisors
receives a fee for investment advisory services provided to the Master
Portfolio;
WHEREAS, the operations of the Fund is divided into two periods: the
Guarantee Period and the Post-Guarantee Period. The Guarantee Period will run
from the Fund's commencement of operations through and including the same date
seven years later;
WHEREAS, the Board of Trustees of the Trust and BlackRock Advisors have
agreed that BlackRock Advisors will waive its management fee payable by the Fund
under the Management Agreement during the Guarantee Period by an amount equal to
the amount of the management fees the Fund already pays BlackRock Advisors
indirectly through its investment in the Master Portfolio;
WHEREAS, BlackRock Advisors understands and intends that the Fund will
rely on this Agreement in preparing a registration statement on Form N-1A and in
accruing Fund expenses for purposes of calculating net asset value and for other
purposes, and expressly permits the Fund to do so; and
WHEREAS, shareholders of the Fund will benefit from the ongoing waiver by
incurring lower Fund operating expenses than they would absent such waiver.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, BlackRock Advisors agrees to waive
its management fee payable by the Fund under the Management Agreement during the
Guarantee Period by an amount equal to the management fees the Fund already pays
BlackRock Advisors indirectly through its investment in the Master Portfolio.
The relative amount of the waiver of fees by BlackRock Advisors will be
determined by BlackRock Advisors in its sole discretion, so long as the
aggregate management fee charged to the Fund both directly under the Management
Agreement and indirectly through its investment in the Master Portfolio does not
exceed the Management Fee. This contractual waiver shall remain in effect during
the Guarantee Period and for each fiscal year of the Fund thereafter unless the
Board of Trustees of the Trust and BlackRock Advisors agree otherwise not less
than 30 days prior to the end of the then current fiscal year.
IN WITNESS WHEREOF, BlackRock Advisors and the Trust have agreed to this
Fee Waiver Agreement as of the day and year first above written.
BLACKROCK PRINCIPAL PROTECTED
TRUST, on behalf of its series, BLACKROCK
CORE PRINCIPAL PROTECTED FUND
By:___________________________________
Name:
Title:
BLACKROCK ADVISORS, LLC
By: __________________________________
Name:
Title:
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