Exhibit 8(e)

                              FEE WAIVER AGREEMENT

      THIS FEE WAIVER AGREEMENT (this "Agreement") is entered into as of the
29th day of September, 2006, by and between BlackRock Principal Protected Trust
(the "Trust") on behalf of its series, the BlackRock Fundamental Growth
Principal Protected Fund (the "Fund"), and BlackRock Advisors, LLC (the
"Investment Adviser"), the investment adviser to the Fund.

                                    RECITALS:

      WHEREAS, the Trust, on behalf of the Fund, and the Investment Adviser are
parties to an advisory agreement (the "Advisory Agreement"), dated as of
September 29, 2006, pursuant to which the Investment Adviser is generally
entitled to receive monthly compensation at the annual rate of 0.65% of the
average daily net assets of the Fund (the "Advisory Fee") for its services to
the Fund;

      WHEREAS, the Investment Adviser desires to waive its Advisory Fee under
the Management Agreement to the extent necessary to keep the Fund's total annual
Fund operating expenses below the threshold set forth herein; and

      WHEREAS, shareholders of the Fund may benefit from the waiver by incurring
lower fund operating expenses than they would absent such waiver.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
of the parties hereto agrees as follows:

      1. Waiver of Advisory Fee; Duration. The Investment Adviser hereby agrees
to waive its Advisory Fee to the extent necessary to reduce the total annual
Fund operating expenses of each of the Investor A, Investor B, Investor C and
Institutional shares of the Fund, taken separately, to not more than 1.99% of
Fund assets. The limit of 1.99% of Fund assets shall be exclusive of any
distribution fee and/or service fee that may be payable by any Class of shares.
This Agreement has a one-year term and is renewable annually thereafter at the
election of the Investment Adviser.

      2. Acknowledgments of Investment Adviser. The Investment Adviser hereby
acknowledges that the Trust will rely on this Agreement in preparing a
registration statement on Form N-1A relating to the Fund and any amendments and
supplements thereto and in accruing the Fund's expenses for purposes of
calculating net asset value and for other purposes, and expressly permits the
Trust to do so.

      3. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without giving effect to the principles of conflicts of
laws thereof.

      4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.




      IN WITNESS WHEREOF, the Investment Adviser and the Trust have executed
this Agreement as of the date and year first written above.



                                     BLACKROCK PRINCIPAL PROTECTED
                                     TRUST, on behalf of its series, BLACKROCK
                                     FUNDAMENTAL GROWTH PRINCIPAL
                                     PROTECTED FUND

                                     By:________________________________________
                                     Name: Donald C. Burke
                                     Title: Vice President and Treasurer

                                     BLACKROCK ADVISORS, LLC

                                     By:________________________________________
                                     Name: Donald C. Burke
                                     Title: Managing Director


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