EXHIBIT 10.10


                            MINIMUM NET ASSET VALUE
                              PER UNIT UNDERTAKING


          MINIMUM NET ASSET VALUE PER UNIT UNDERTAKING made as of the ___ day of
______, 1996 between MERRILL LYNCH INVESTMENT PARTNERS INC. ("MLIP"), a Delaware
corporation, and ML PRINCIPAL PROTECTION L.P. (the "Partnership"), a Delaware
limited partnership.

          1.  MLIP hereby undertakes to make, on September 30, 2001 and as of
each calendar quarter-end thereafter (the "Principal Assurance Dates") (subject
to adjustment by up to one month in the discretion of MLIP), sufficient
payments to the Partnership so that the Net Asset Value per Unit of each series
of Units as of the Principal Assurance Date for such series which is available
for distribution to Limited Partners (after adjustment for all liabilities of
the Partnership to third parties) will be at least $100, as of such date.

          2.  This Undertaking will remain in effect unless the Partnership is
dissolved or MLIP is removed as the general partner of the Partnership, in each
case with the approving vote of the Limited Partners -- upon either of which
events this undertaking will terminate without any payment obligation on behalf
of ML&Co.

          3.  MLIP acknowledges and agrees that its risk under this Undertaking
is in no respect mitigated by the fact that the Partnership will not trade
directly, but rather through a subsidiary limited partnership, ML Principal
Protection Trading L.P. (the "Trading Partnership"), because the Partnership
will commit to pay losses and expenses incurred by the Trading Partnership in
amounts in excess of the capital invested in the Trading Partnership by the
Partnership.

          4.  MLIP agrees that in the event it is required to make one or more
payments under this Undertaking, any such payment will be made without recourse
to the Partnership, the Trading Partnership, Merrill Lynch Futures Inc. or any
Limited Partner.

          5.  MLIP shall be obligated to make payments under this Undertaking
only on the Principal Assurance Date for each series and only in respect of
Units of such series outstanding on such Date (including Units then being
redeemed).

 
          6.  This Undertaking is an agreement between MLIP and the Partnership;
investors in the Partnership are in no respects parties hereto.

          7.  This Undertaking will terminate as to each series of Units on the
Principal Assurance Date for such series, upon payment by MLIP of any amounts
due hereunder at such time. No series, except as of the Principal Assurance Date
for such series, shall have any rights hereunder.

          8.  This Undertaking shall inure to the benefit of the Partnership
only in respect of each series of Units as of its Principal Assurance Date, not
in respect of Units of other series.

          9.  This Undertaking shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.

          10. The parties hereto acknowledge that this Undertaking is supported
by the Guarantee Agreement of Merrill Lynch & Co., Inc., the indirect parent of
MLIP, in the form attached as Exhibit B to the Prospectus of the Partnership
dated July __, 1996.

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          IN WITNESS WHEREOF, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, this Undertaking has
been executed for and on behalf of the undersigned as of the day and year first
above written.


                                    MERRILL LYNCH INVESTMENT
                                    PARTNERS INC.



                                    By:________________________________
                                         James M. Bernard
                                         Vice President



                                    ML PRINCIPAL PROTECTION L.P.

                                    By:  Merrill Lynch Investment          
                                         Partners Inc.
                                         (General Partner)



                                    By:________________________________
                                         James M. Bernard
                                         Vice President

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