Barrow American Top 40: Mid-Cap Portfolio Series 2

Under normal circumstances, the Trust will invest at least 80% of the value of its assets in a portfolio of U.S. common stocks of mid-capitalization companies. Mid-capitalization companies are defined as companies between the 15th and 85th percentiles of issuers in the Russell Midcap Index. The Trust will utilize a proprietary Quality-Meets-Value (“QMV”) strategy developed by Barrow Street Advisors (“Barrow”) Barrow’s QMV strategy draws upon Barrow’s principals’ private equity investment experience and seeks to invest in a portfolio of what it considers to be high quality, temporarily mispriced companies. Barrow evaluates and ranks a company’s quality and value in combination based on various considerations such as earnings power, market mispricing, intrinsic value, return on capital, profit margins, cash flow, growth, insider ownership and debt. Utilizing this unique strategy, the securities to be included in the Trust’s portfolio have been selected by the Sponsor, with the assistance of Barrow. As a result of this strategy, the Trust is concentrated in the consumer products sector and invests significantly in the health care sector.

In constructing the Trust’s portfolio, the initial universe of securities begins with all U.S.-listed equities, which may include U.S.-listed foreign securities and master limited partnerships. Using Barrow’s proprietary QMV strategy, the Sponsor then reduces these companies by performing the following screenings:

• Regularly Reporting U.S. Companies: Exclude securities of issuers that are not U.S.-headquartered or that are not required to file Form 10-Q quarterly reports.

• Barrow Focus Sectors: Exclude securities of issuers that are in the Utilities, Telecommunication Services and Financials sectors.

• Barrow Mid-Cap Focus: Exclude securities with equity market capitalizations that are smaller or larger than the 15th and 85th percentiles, respectively, of companies in the Russell Midcap Index. As of April 27, 2016, the market capitalizations of companies in the Russell Midcap Index between the 15th and 85th percentiles were $2.2 billion and $13.3 billion, respectively.

• Barrow Quality-Meets-Value Elite: Exclude all but the top 200 remaining companies ranked by QMV.

• Selection: Select from the sub-universe the 40 top ranked companies ensuring companies are selected from each of the Barrow focus sectors (Energy, Materials, Industrials, Consumer Discretionary, Consumer Staples, Health Care & Information Technology). As of the initial date of deposit, a minimum of 80% of the assets of the portfolio will be in U.S.- incorporated companies that are primarily traded in the United States.

INDEX DEFINITION: The Russell Midcap Index is a market capitalization weighted index representing the smallest 800 companies in the Russell 1000 Index. The average Russell Midcap Index member has a market cap of $8 billion to $10 billion, with a median value of $4 billion to $5 billion. The Trust selects securities from between the 15th and 85th percentiles of the Russell 800 market capitalization (between $2.4 and $13.3 billion, respectively, as of 10.31.2015).

As with all investments, you may lose some or all of your investment in the Trust. No assurance can be given that the Trust’s investment objective will be achieved. The Trust also might not perform as well as you expect. This can happen for reasons such as these:

• Securities prices can be volatile. The value of your investment may fall over time. Market value fluctuates in response to various factors. These can include stock market movements, purchases or sales of securities by the Trust, government policies, litigation, and changes in interest rates, inflation, the financial condition of the securities’ issuer or even perceptions of the issuer. Units of the Trust are not deposits of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

• Securities selected according to this strategy may not perform as intended. The Trust is exposed to additional risk due to its policy of investing in accordance with an investment strategy. Although the Trust’s investment strategy is designed to achieve the Trust’s investment objective, the strategy may not prove to be successful. The investment decisions may not produce the intended results and there is no guarantee that the investment objective will be achieved.

• The Trust is concentrated in the consumer products sector. As a result, the factors that impact the consumer products sector will likely have a greater effect on this Trust than on a more broadly diversified Trust. General risks of companies in the consumer products sectors include cyclicality of revenues and earnings, economic recession, currency fluctuations, changing consumer tastes, extensive competition, product liability litigation and increased government regulation. A weak economy and its effect on consumer spending would adversely affect consumer products companies.

• The Trust invests significantly in the health care sector. As a result, the factors that impact the health care sector will likely have a greater effect on this Trust than on a more broadly diversified Trust. General risks of companies in the health care sector include extensive competition, generic drug sales, the loss of patent protection, product liability litigation and increased government regulation.

• The Trust invests in securities issued by mid-capitalization companies. These securities customarily involve more investment risk than securities of large-capitalization companies. Mid-capitalization companies may have limited product lines, markets or financial resources and may be more vulnerable to adverse general market or economic developments.

• Share prices or dividend rates on the securities in the Trust may decline during the life of the Trust. There is no guarantee that share prices of the securities in the Trust will not decline and that the issuers of the securities will declare dividends in the future and, if declared, whether they will remain at current levels or increase over time.

• Inflation may lead to a decrease in the value of assets or income from investments.

• The Sponsor does not actively manage the portfolio. The Trust will generally hold, and may, when creating additional units, continue to buy, the same securities even though a security’s outlook, market value or yield may have changed.

See “Investment Risks” in Part A of the prospectus and “Risk Factors” in Part B of the prospectus for additional information.