China AI Labs Ecosystem ETF

Important Information

The fund has filed a registration statement with the Securities and Exchange Commission but it is not yet effective. An investment in the fund cannot be made, nor money accepted, until the registration statement is effective. An investor should consider the investment objectives, risks, and charges and expenses of the fund carefully before investing. A preliminary prospectus, which contains this and other information about the fund, may be obtained by visiting https://www.sec.gov/Archives/edgar/data/1860434/000119312526383792/d77766d485apos.htm. The information in the preliminary prospectus is not complete and may be changed. The final prospectus should be read carefully before investing and, when available, may be obtained by visiting www.harborcapital.com. This communication is not an offer to sell fund shares and is not soliciting an offer to buy fund shares in any state where the offer or sale is not permitted.

Principal Risks

There is no guarantee that the investment objective of the Fund will be achieved. Stocks fluctuate in price and the value of your investment in the Fund may go down. This means that you could lose money on your investment in the Fund or the Fund may not perform as well as other investment options. Principal risks impacting the Fund (in alphabetical order after the first eight risks) include:

China AI Labs Ecosystem Risk: The Fund’s performance is closely tied to the success, adoption and commercial growth of artificial intelligence models developed by artificial intelligence laboratories in the People’s Republic of China and to related technologies. As a result, the Fund may be adversely affected by developments impacting one or more Chinese artificial intelligence laboratories, or the ecosystem as a whole, including increased competition, technological disruption, regulatory actions, reputational harm, litigation, changes in strategic relationships, reduced enterprise or consumer adoption, or a decline in market interest in Chinese‑developed artificial intelligence products and services. The Fund may also be adversely affected if competing artificial intelligence platforms, models, or ecosystems developed outside of the People’s Republic of China achieve greater commercial success, technological advancement, market adoption, developer engagement, or investor interest than those developed within the ecosystem. Because the Fund maintains focused exposure to companies economically connected to the China AI labs ecosystem, the Fund may underperform broader equity markets, other technology‑focused investments or other China‑focused investments during periods in which Chinese AI companies are out of favor or experience negative market sentiment. Public statements by the Chinese government, Chinese regulators, foreign governments and regulators, or the leadership of Chinese AI laboratories may introduce uncertainty and cause fluctuations in market sentiment toward the ecosystem. Changes in the strategic direction or leadership of Chinese AI laboratories, or in the regulatory posture of Chinese governmental authorities or foreign governmental authorities toward the AI sector, may also affect investor sentiment.

Artificial Intelligence Risk: Companies involved in artificial intelligence and related technologies are subject to intense competition, rapid technological change, evolving industry standards, short product cycles, and significant research and development expenditures. The Fund’s investments may include companies whose products or services may become obsolete or less competitive as new technologies emerge. Many of these companies depend on intellectual property rights, access to computing capacity and specialized hardware, complex supply chains, and continued capital investment to maintain their competitive positions. Failures, delays, security vulnerabilities, operational disruptions, or reduced demand for AI‑related products and services could adversely affect such companies. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. AI technology could face increasing regulatory scrutiny in the future, which may limit the development of this technology and impede the growth of companies that develop and/or utilize this technology. Similarly, the collection of data from consumers and other sources could face increased scrutiny as regulators consider how the data is collected, stored, safeguarded and used. Companies may face regulatory fines and penalties, including potential forced break‑ups, that could hinder the ability of the companies to operate on an ongoing basis. Country, government, and/or region‑specific regulations or restrictions could have an impact on AI and big data companies.

China Investment Risk: The Fund’s investments in issuers organized under the laws of, headquartered in, or with significant operations in the People’s Republic of China (including Hong Kong) subject the Fund to legal, regulatory, political, economic, currency and social risks not typically associated with investments in U.S. issuers. The Chinese economy differs from the economies of most developed countries in many respects, including with respect to the level of government involvement, control over foreign exchange, and allocation of resources. Chinese governmental authorities have adopted, and may from time to time adopt, laws, regulations or policies—including with respect to industry‑specific reforms, cybersecurity and data‑security reviews, licensing regimes for artificial intelligence products and services, foreign ownership limitations, taxation, capital controls, and rules affecting the accessibility of Chinese issuers’ securities by foreign investors—that could adversely affect the Fund’s investments. The value of Chinese securities or the ability of the Fund to invest in Chinese securities may also be adversely affected by U.S. or other foreign restrictions applicable to Chinese issuers, including sanctions, investment or transaction prohibitions, and export controls, as well as legislation or regulatory action that could cause Chinese issuers to be delisted from U.S. securities exchanges. In addition, less publicly available information exists concerning Chinese issuers than U.S. issuers, and Chinese accounting, auditing and financial reporting standards may differ from those applicable to U.S. issuers. Certain of the Fund’s Chinese investments, including China A‑shares, may be difficult to buy or sell at an advantageous time or price, may trade in lower volumes, and may be subject to frequent and widespread trading halts, any of which may impair the Fund’s ability to acquire or dispose of those investments and may cause the Fund to sell at unfavorable prices. The Fund’s investments may also be adversely affected by geopolitical developments and by economic, trade, political, or military tensions between the United States and China or between China and other countries. Strained international relations, and actual or threatened responses such as tariffs, sanctions, investment or export restrictions, and other retaliatory measures by either country, may disrupt Chinese markets and the supply chains on which the Fund’s portfolio companies depend, impair the Fund’s access to Chinese securities, and result in significant declines in the value of the Fund’s investments.

Thematic Model Risk: The Fund’s selection, weighting and monitoring of portfolio holdings depend on the Advisor’s proprietary investment process, which scores companies based on their economic linkage to the China AI labs ecosystem. Selection and position sizing are driven principally by a company’s thematic exposure to the ecosystem rather than by fundamental attractiveness, valuation, credit quality or other traditional investment factors, and the process may therefore result in the Fund holding, or holding to a significant extent, companies that are expensive, that are unprofitable, or whose fundamental prospects are otherwise weak. The Advisor’s investment process is subject to limitations that could adversely affect the Fund. The data underlying the process may be incomplete, inaccurate, delayed, inconsistent, biased or unavailable, particularly with respect to Chinese issuers, whose disclosure standards may differ from those applicable to U.S. issuers. Errors in data collection, processing or interpretation, or in the Advisor’s assessment of a company’s relationship to the China AI labs ecosystem, may negatively impact the Fund’s ability to provide the intended exposure to the China AI labs ecosystem. The judgments underlying the process may prove incorrect or fail to adapt to changes in the ecosystem or market conditions. Any model or methodology may contain flaws, the existence and effect of which may be discovered only after the fact or not at all. In addition, artificial intelligence tools used as part of a model may be subject to one or more undetected errors, defects or security vulnerabilities, and there is a risk that any particular output will be incomplete, inaccurate, unreliable or otherwise flawed. There can be no assurances that the strategies pursued or the techniques implemented in the model will be profitable, and various market conditions may be materially less favorable to certain strategies than others. Even in the absence of flaws, a model may not perform as anticipated.

Market Risk: Securities markets are volatile and can decline significantly in response to adverse market, economic, political, regulatory or other developments, which may lower the value of securities held by the Fund, sometimes rapidly or unpredictably. Events such as war, military conflict, geopolitical disputes, acts of terrorism, social or political unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, tariffs and other restrictions on trade, sanctions, the spread of infectious illness or other public health threats, or the threat or potential of one or more such events and developments, could also significantly impact the Fund and its investments.

Equity Risk: The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities.

Non-Diversification Risk: Because the Fund is non‑diversified and may invest a greater percentage of its assets in securities of a single issuer, and/or invest in a relatively small number of issuers, it is more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio.

Risks Associated with Exchange-Traded Funds: As an ETF, the Fund is subject to the following risks:

Authorized Participant Concentration/Trading Risk: Only authorized participants (“APs”) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as APs and such APs have no obligation to submit creation or redemption orders. Consequently, there is no assurance that APs will establish or maintain an active trading market for the shares. This risk may be heightened to the extent that securities held by the Fund are traded outside a collateralized settlement system. In that case, APs may be required to post collateral on certain trades on an agency basis (i.e., on behalf of other market participants), which only a limited number of APs may be able to do. In addition, to the extent that APs exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other AP is able to step forward to create or redeem Creation Units (as defined below), this may result in a significantly diminished trading market for shares, and shares may be more likely to trade at a premium or discount to the Fund’s net asset value and to face trading halts and/or delisting. This risk may be heightened during periods of volatility or market disruptions.

Cash Transactions Risk: The Fund may effect some or all of its creations and redemptions for cash rather than in‑kind. As a result, an investment in the Fund may be less tax‑efficient than an investment in an ETF that effects all of its creations and redemptions in‑kind. Because the Fund may effect redemptions for cash, it may be required to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. A sale of portfolio securities may result in capital gains or losses and may also result in higher brokerage costs. To the extent costs are not offset by transaction fees charged by the Fund to APs, the costs of cash transactions will be borne by the Fund.

Large Shareholder Risk: Certain large shareholders, including APs, may from time to time own a substantial amount of the Fund’s shares. There is no requirement that these shareholders maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. In addition, transactions by large shareholders may account for a large percentage of the trading volume on the listing exchange and may, therefore, have a material upward or downward effect on the market price of the shares.

Premium/Discount Risk: The market price of the Fund’s shares will generally fluctuate in accordance with changes in the Fund’s net asset value as well as the relative supply of and demand for shares on the Exchange. The Advisor cannot predict whether shares will trade below, at or above their net asset value because the shares trade on the Exchange at market prices and not at net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the Fund trading individually or in the aggregate at any point in time. This may result in the Fund’s shares trading significantly above (premium) or below (discount) the Fund’s net asset value, which will be reflected in the intraday bid/ask spreads and/or the closing price of shares as compared to net asset value. During stressed market conditions, the market for the Fund’s shares may become less liquid in response to deteriorating liquidity in the market for the Fund’s underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s shares and their net asset value. To the extent securities held by the Fund trade on foreign exchanges that are closed while the Fund’s shares continue to trade in the United States, the value of those securities used to calculate the Fund’sNAV may differ from their current market value. As a result, the Fund’s shares may trade at a premium or discount to NAV, and bid/ask spreads may be wider than those of funds investing primarily in U.S. securities.

China A-Shares Risk: Investing in China A‑shares through Stock Connect is subject to trading, clearance, settlement and other procedures, which could pose risks to the Fund. Trading through Stock Connect is subject to the Daily Quota, which may restrict the Fund’s ability to invest in China A‑shares through Stock Connect on a timely basis and could affect the Fund’s ability to effectively pursue its investment strategy. Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in China A‑shares through Stock Connect may subject the Fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading. A‑shares purchased through Stock Connect are held by a securities depositary as nominee on behalf of ultimate investors, and the Fund holds only a beneficial interest in such securities rather than direct legal title. The precise nature and enforceability of the rights of a beneficial owner under the laws of the People’s Republic of China are not well established and have not been tested in the courts. As a result, the Fund may not be able to participate in corporate actions or to exercise or enforce its ownership rights in the same manner as a direct holder, and its ability to recover its assets may be impaired in the event of the insolvency, default, or negligence of the depositary or the mainland clearing system, or of any disruption to the Stock Connect program.

Depositary Receipts Risk: Depositary receipts are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the U.S. or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. The issuers of depositary receipts may discontinue issuing new depositary receipts and withdraw existing depositary receipts at any time, which may result in costs and delays in the distribution of the underlying assets to the Fund and may negatively impact the Fund’s performance. Depositary receipts are subject to the risks associated with investing directly in foreign securities.

Foreign Currency Risk: As a result of the Fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. As a result, the dollar value of an investment in the Fund would be adversely affected. In addition, a significant portion of the Fund’s assets may be invested in the securities of issuers in China and gains, losses and income received by the Fund may be denominated in Chinese renminbi. The renminbi is not freely convertible and is subject to exchange controls, restrictions and approval requirements imposed by PRC authorities, and its exchange rate is managed by the Chinese government, which may intervene in currency markets or devalue the renminbi. These factors may adversely affect Fund operations, the value of the Fund’s investments and the Fund’s ability to convert or repatriate capital and income.

Foreign Securities Risk: Because the Fund may invest in securities of foreign issuers, including those located in emerging markets, an investment in the Fund is subject to special risks in addition to those of U.S. securities. These risks include heightened political and economic risks, greater volatility, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, possible sanctions by governmental bodies of other countries and less stringent investor protection and disclosure standards of foreign markets. Foreign securities are sometimes less liquid and harder to value than securities of U.S. issuers. These risks are more significant for issuers in emerging market countries. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. The Fund’s significant exposure to Asian companies presents risks distinct from broader foreign or emerging market risks, including heightened geopolitical tensions, the potential for abrupt regulatory or policy shifts by Asian governments, and the risk of economic contagion across closely interconnected regional markets. Investments in Chinese companies may also be subject to variable interest entity (VIE) structural risks and delisting exposure under U.S. regulatory requirements.

Hong Kong Risk: The Fund may invest a significant portion of its assets in securities listed on the Hong Kong Stock Exchange. Hong Kong’s economy is closely tied to, and dependent on, that of mainland China, and its political, legal, economic and social framework is increasingly influenced by the People’s Republic of China. Chinese governmental authorities may change their policies toward Hong Kong at any time, and actions by PRC authorities or changes in the relationship between Hong Kong and mainland China could adversely affect Hong Kong’s markets and the value of the Fund’s investments in Hong Kong‑listed issuers. Hong Kong is also heavily dependent on international trade and finance, and disruptions to those activities, or to relations between the United States and China, could negatively affect Hong Kong‑listed issuers. In addition, the securities of an issuer listed in Hong Kong may perform differently from securities of the same or comparable issuers listed on mainland Chinese exchanges.

Issuer Risk: An adverse event affecting a particular issuer in which the Fund is invested, such as an unfavorable earnings report, may depress the value of that issuer’s securities, sometimes rapidly or unpredictably.

Market Capitalization Risk: The Fund may invest in companies of any market capitalization. Securities of smaller companies are usually less stable in price and less liquid than those of larger, more established companies. Smaller companies may have limited product lines, markets and financial resources. Additionally, small and mid‑cap stocks may fall out of favor relative to large cap stocks, which may cause the Fund to underperform other equity funds that focus on larger capitalized companies. Likewise, large cap stocks may fall out of favor relative to small‑ and mid‑cap stocks, which may cause the Fund to underperform other equity funds that focus on smaller capitalized companies.

New Fund Risk: There can be no assurance that the Fund will grow to or maintain an economically viable size, in which case the Board of Trustees may determine to liquidate the Fund. The Board of Trustees may liquidate the Fund at any time in accordance with the Declaration of Trust and governing law. As a result, the timing of the Fund’s liquidation may not be favorable.

Sector Exposure Risk: Because the Fund may, from time to time, have significant exposure to particular sectors, the value of its shares may be especially sensitive to factors and economic risks that specifically affect those sector(s). As a result, the Fund’s share price may fluctuate more widely than the value of shares of a fund that invests in a broader range of exposures. As a result of its policy to concentrate its investments in the industries and groups of industries comprising the sectors listed below, the Fund is subject to the risks of those sectors and industries (described below) and the performance of the Fund could be negatively impacted by events affecting each of these sector(s).

Information Technology Sector Risk: Companies in the information technology sector can be significantly affected by short product cycles, obsolescence of existing technology, impairment or loss of intellectual property rights, falling prices and profits, competition from new market entrants, government regulation and other factors. The Fund expects to invest a substantial portion of its assets in companies in the semiconductor and semiconductor‑equipment industries. The semiconductor industry is highly cyclical and can experience significant volatility in supply, demand and pricing. Semiconductor companies typically incur substantial capital expenditure and research and development costs, may depend on a limited number of customers or suppliers, and are subject to short product cycles and rapid product obsolescence. Many such companies depend heavily on intellectual property rights and on access to advanced manufacturing capacity and specialized equipment, and may be adversely affected by the loss or impairment of those rights, by supply‑chain disruptions, or by export controls, tariffs, sanctions and other trade restrictions that limit their access to technology, equipment or end markets. Because certain of the Fund’s holdings may be earlier‑stage or not yet profitable, or may be among a limited number of qualified domestic suppliers at advanced process nodes, they may be more sensitive to these factors than larger, more established semiconductor companies.

Communication Services Sector Risk: The performance of companies in the communication services sector may be affected by intense competition, rapid technological change, evolving consumer preferences, significant capital requirements, government regulation, public scrutiny, cybersecurity incidents, and the potential obsolescence of products or services. Communication services companies may also be affected by changes in advertising demand, user engagement, content distribution, data privacy rules, intellectual property matters, and the adoption or disruption of services through artificial intelligence technologies. Because the Fund may invest a significant portion of its assets in this sector, developments affecting communication services companies may have a greater impact on the Fund than on a fund with broader sector exposure.

Industrials Sector Risk: Companies in the industrials sector may be affected by supply and demand for their products and services, economic cycles, commodity prices, labor costs, transportation costs, government regulation, defense spending, infrastructure spending, trade policy, and global competition. Companies in this sector may be sensitive to changes in business investment and industrial production.

Consumer Discretionary Sector Risk: Companies in the consumer discretionary sector may be affected by changes in domestic and global economic conditions, interest rates, disposable household income, consumer confidence, consumer spending, competition, demographics, and changing consumer preferences. Consumer discretionary companies may be more sensitive to economic downturns than companies in other sectors.

Utilities Sector Risk: Companies in the utilities sector may be affected by supply and demand, fuel costs, operating costs, government regulation, environmental regulation, liabilities for environmental damage, rate caps, rate changes, infrastructure spending, weather events, and interest rate changes. Because many utilities are regulated, their profitability may depend on regulatory approvals and permitted rates of return.

Tax Risk: The Fund’s investments in China A‑shares through Stock Connect and in other Chinese securities subject the Fund to the tax laws and regulations of the People’s Republic of China (PRC), which are subject to change, may be applied inconsistently, and may be applied with retroactive effect. Under current PRC tax circulars, foreign investors are provided a temporary exemption from PRC corporate income tax and value‑added tax on capital gains realized on the disposal of China A‑shares acquired through Stock Connect, while dividends on Chinese securities generally remain subject to withholding tax at a rate of 10%. These exemptions are described as temporary, have no specified expiration, and may be withdrawn or modified by PRC authorities at any time, including on a retroactive basis. If the Advisor determines that the Fund may become subject to PRC taxes on capital gains or other income, the Fund may establish a reserve for such taxes, which would reduce the Fund’s net asset value; if the Fund under‑ or over‑reserves relative to taxes ultimately assessed, shareholders who purchase or redeem shares while a reserve is or is not in place may be advantaged or disadvantaged. The uncertainty surrounding PRC taxation may adversely affect the Fund’s returns and the value of an investment in the Fund.

Unrelated Business Risk: Many of the companies in which the Fund will invest have other business lines unrelated to the Fund’s thematic category. These other lines of business could adversely affect those firms’ operating results and, in turn, hurt the Fund’s performance. The operating results of companies with other business lines may fluctuate independently of the fluctuations in the relevant thematic category businesses. In addition, a particular company’s ability to engage in new business activities may expose it to additional risks for which it has less experience than its existing business lines. Despite a company’s possible success in activities linked to a thematic category, there can be no assurance that its other lines of business will not adversely affect the company’s business, financial condition, or market value. In addition, a particular company’s unrelated businesses may impact the Fund’s investment returns and it may be difficult to isolate thematic category‑related returns from other return sources.

Variable Interest Entity Risk: The Fund may invest, including through depositary receipts and certain Hong Kong‑listed securities, in issuers whose corporate structures rely on variable interest entity (“VIE”) arrangements to provide non‑Chinese investors with economic exposure to Chinese operating companies in industries in which foreign ownership is restricted or prohibited under Chinese law. Investors in a VIE‑structured issuer do not own equity in the underlying Chinese operating company; instead, contractual arrangements between the operating company and an offshore listed vehicle purport to allocate the economic benefits of the operating company to the offshore entity’s shareholders. The enforceability of these contractual arrangements under Chinese law is uncertain, Chinese regulators have not validated the enforceability of the VIE structure, and Chinese regulators may take action against VIE structures at any time. Any such action, or any disruption of the contractual arrangements underlying a VIE structure, could cause the value of the Fund’s investments in affected issuers to decline significantly.