EXHIBIT 8(g)

                              FEE WAIVER AGREEMENT

      THIS FEE WAIVER AGREEMENT, dated as of ________ __, 200_, is entered into
by and between FUND ASSET MANAGEMENT, L.P. ("FAM"), acting in its capacity as
the adviser of the Merrill Lynch Core Principal Protected Fund (the "Fund") of
the Merrill Lynch Principal Protected Trust (the "Trust") and the TRUST, on
behalf of the Fund.

      WHEREAS, the Fund and FAM are parties to a management agreement (the
"Management Agreement") pursuant to which the Fund pays FAM 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, FAM 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 FAM have agreed that FAM
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 FAM indirectly through its investment in the Master
Portfolio;

      WHEREAS, FAM 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, FAM 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 FAM
indirectly through its investment in the Master Portfolio. The relative amount
of the waiver of fees by FAM will be determined by FAM 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 FAM agree
otherwise not less than 30 days prior to the end of the then current fiscal
year.


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      IN WITNESS WHEREOF, FAM and the Trust have agreed to this Fee Waiver
Agreement as of the day and year first above written.

                                        FUND ASSET MANAGEMENT, L.P.

                                        By: Princeton Services, Inc.,
                                            its general partner

                                        By: _________________________
                                            Name:
                                            Title:

                                        MERRILL LYNCH PRINCIPAL PROTECTED TRUST,
                                          on behalf of the Fund

                                        By: _________________________
                                            Name:
                                            Title:


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