New Jersey § 3b:31-62

§ 3b:31-62.

Powers to Direct Investment Functions. a. When one or more persons are given authority by the terms of a governing instrument

to direct, consent to or disapprove a fiduciary's actual or proposed investment decisions,

such persons shall be considered to be investment advisers and fiduciaries when exercising

such authority unless the governing instrument otherwise provides. b. If a governing instrument provides that a fiduciary is to follow the direction

of an investment adviser, and the fiduciary acts in accordance with such a direction,

then except in cases of willful misconduct or gross negligence on the part of the

fiduciary so directed, the fiduciary shall not be liable for any loss resulting directly

or indirectly from any such act. c. If a governing instrument provides that a fiduciary is to make decisions with the

consent of an investment adviser, then except in cases of willful misconduct or gross

negligence on the part of the fiduciary, the fiduciary shall not be liable for any

loss resulting directly or indirectly from any act taken or omitted as a result of

such investment adviser's failure to provide such consent after having been requested

to do so by the fiduciary. d. For purposes of this section, “ investment decision ” means with respect to any investment, the retention, purchase, sale, exchange, tender

or other transaction affecting the ownership thereof or rights therein and with respect

to nonpublicly traded investments, the valuation thereof, and an adviser with authority

with respect to such decisions is an investment adviser. e. Whenever a governing instrument provides that a fiduciary is to follow the direction

of an investment adviser with respect to investment decisions, then, except to the

extent that the governing instrument provides otherwise, the fiduciary shall have

no duty to: (1) Monitor the conduct of the investment adviser; (2) Provide advice to the investment adviser or consult with the investment adviser;

or (3) Communicate with or warn or apprise any beneficiary or third party concerning

instances in which the fiduciary would or might have exercised the fiduciary's own

discretion in a manner different from the manner directed by the investment adviser. Absent clear and convincing evidence to the contrary, the actions of the fiduciary

pertaining to matters within the scope of the investment adviser's authority, such

as confirming that the investment adviser's directions have been carried out and recording

and reporting actions taken at the investment adviser's direction, shall be presumed

to be administrative actions taken by the fiduciary solely to allow the fiduciary

to perform those duties assigned to the fiduciary under the governing instrument. Such administrative actions shall not be deemed to constitute an undertaking by

the fiduciary to monitor the investment adviser or otherwise participate in actions

within the scope of the investment adviser's authority.