(a)      Except to the extent provided in the governing instrument of the business trust, the business and affairs of the business trust shall be managed under the direction of its trustees.

      (b)      Except to the extent provided in the governing instrument of a business trust, neither the power to give direction to a trustee or other persons nor the exercise by any person of a direction, including a beneficial owner, shall cause that person to have duties, including fiduciary duties, or liabilities relating to the business trust or to a beneficial owner.