--- title: "Fundsmith's US Fund Reports 137 Investors, Down From 564, While Cumulative Sales Rise to $1.47 Billion" url: https://altstreet.investments/news/fundsmith-equity-fund-lp-investor-count-drop-form-d-amendment-2026-09-02 kind: news-article updated: 2026-09-16 description: "Fundsmith Equity Fund LP's Sept. 2 Form D/A reports 137 investors, down from 564, while cumulative sales rose to $1.47B. The eight-year series and what the filing leaves out." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Fundsmith's US Fund Reports 137 Investors, Down From 564, While Cumulative Sales Rise to $1.47 Billion A Form D amendment filed September 2 by Fundsmith Equity Fund, L.P., the Delaware partnership through which Terry Smith's London firm sells its global equity strategy to US qualified purchasers, reports 137 investors, down from 564 a year earlier, while the amount sold to date rose $18 million to $1.47 billion. The count had risen in every annual amendment since 2018. The filing gives no explanation. Published September 16, 2026. Entity: Fundsmith Equity Fund, L.P. (CIK 1520023, https://altstreet.investments/edgar/1520023). Fundsmith Equity Fund, L.P., the Delaware partnership through which London-based Fundsmith LLP offers Terry Smith's global equity strategy to US qualified purchasers, reported 137 investors in a Form D amendment filed September 2, 2026 (accession 0001520023-26-000002), down from 564 in the amendment filed exactly a year earlier. The same filing reports $1,470,522,145 sold to date, up $18 million on the year. In eight prior annual amendments the investor count had never fallen. ## What the filing shows The amendment changes little else. The offering remains indefinite in size, the minimum investment $250,000, the exemptions Rule 506(b) and Section 3(c)(7), and the general partner Fundsmith Partners US LLC of Stamford, Connecticut. Laura Bergquist signed as Officer of the General Partner, as she did in 2025. - Investors: 564 (September 2, 2025) to 137 (September 2, 2026), a decrease of 427 or 75.7%. - Sold to date: $1,452,563,145 to $1,470,522,145, an increase of $17,959,000. - Investor series, September amendments 2018 to 2026: 158, 186, 259, 427, 459, 544, 559, 564, then 137. - Sales series over the same filings: $320.8 million, $612.6 million, $796.7 million, $1.13 billion, $1.24 billion, $1.33 billion, $1.41 billion, $1.45 billion, $1.47 billion. - Terms unchanged: Rule 506(b), Section 3(c)(7), $250,000 minimum, indefinite offering amount. ## Background Form D Item 13 asks for the total number of investors who 'already have invested in the offering.' Read as a running total, that number cannot fall while sales to date rise; the two figures in this amendment are not measuring the same base in the way the earlier amendments appeared to. The filing itself says nothing about the change. The partnership has been in continuous offering since its first Form D on May 6, 2011, filing an amendment each spring through 2017 and each September since 2018. The filing lists Fundsmith LLP of London as investment manager, with Terry Smith as its chief executive and chief investment officer, Paul Mainwaring as chief financial officer, Mark Laurence as chief operating officer and Robert Parker as chief compliance officer. The Section 3(c)(7) exclusion limits the fund to qualified purchasers, broadly individuals with at least $5 million in investments, and the $250,000 minimum has been constant across the series. At the reported figures, sales to date divided by investors is $2.6 million per investor on the 2025 count and $10.7 million on the 2026 count. Both are simple division of cumulative sales by a headcount and say nothing about current holdings, since Form D reports neither redemptions nor net assets. ## The pattern in AltStreet's data AltStreet's Form D screening flagged the amendment for the investor-count decrease. No sibling Fundsmith vehicle filed a matching or offsetting change in the window, and the partnership has no other EDGAR footprint beyond three Form 13F filings in 2018. AltStreet has no platform, deal or prior article record for the entity; this is a single-filing signal. ## Why it matters For anyone tracking Fundsmith's US business, the fact worth noting is not the 137 by itself but the break in a series that had been internally consistent for eight years: investors and sales rising together, then a count that drops by three quarters while the money keeps going in. That pattern fits a change in how investors are counted, a correction of earlier figures, or a genuine exit of most accounts alongside new subscriptions, and the filing cannot distinguish among them. AltStreet does not characterize the change as redemptions or distress, because nothing in the filing says so. Form D is a notice, not a financial report. It will not say what the fund's net assets are, whether capital left, or whether the 137 are the same kind of holders as the 564. The next amendment, due around September 2027, will show whether 137 is a new baseline. ## What the filing does not show The amendment does not explain the decrease, state whether any investors withdrew, or say whether the issuer changed its counting convention or corrected an earlier figure. It reports cumulative sales, not net assets, redemptions or performance. It does not indicate whether the sales figure includes any parallel or feeder vehicle; no clarification is given. The eight-year series above is AltStreet's reading of the partnership's own filings on EDGAR and is a filing-level record, not an audited account of the fund's capital. Nothing about Fundsmith's UK funds or other vehicles is drawn on here, and nothing about them can be read across to this partnership. ## Key facts - Form D/A filed September 2, 2026 (accession 0001520023-26-000002): 137 investors, $1,470,522,145 sold to date, offering amount indefinite, $250,000 minimum, Rule 506(b) and Investment Company Act Section 3(c)(7), signed by Laura Bergquist, Officer of the General Partner. - Prior amendment, September 2, 2025 (accession 0000898432-25-000695): 564 investors, $1,452,563,145 sold. The count fell by 427 (75.7%) while sales to date rose $17,959,000. - The annual series since 2018: 158 investors and $320.8 million (2018); 186 and $612.6 million (2019); 259 and $796.7 million (2020); 427 and $1.13 billion (2021); 459 and $1.24 billion (2022); 544 and $1.33 billion (2023); 559 and $1.41 billion (2024); 564 and $1.45 billion (2025); 137 and $1.47 billion (2026). The original Form D was filed May 6, 2011. - Related persons listed: Fundsmith LLP (investment manager, London), Fundsmith Partners US LLC (general partner, Stamford, Connecticut), Fundsmith Equity Fund (GP), LLC, and Terry Smith, Paul Mainwaring, Mark Laurence and Robert Parker as officers of the investment manager. - Form D Item 13 asks for the number of investors who 'already have invested in the offering'; the 2026 amendment reports a lower count alongside a higher sales-to-date figure. ## Sources - Form D/A, Fundsmith Equity Fund, L.P., September 2, 2026: https://www.sec.gov/Archives/edgar/data/1520023/000152002326000002/ - Form D/A, September 2, 2025 (564 investors, $1,452,563,145): https://www.sec.gov/Archives/edgar/data/1520023/000089843225000695/ - Form D/A, September 17, 2018 (158 investors, $320,763,437): https://www.sec.gov/Archives/edgar/data/1520023/000174831618000002/ - Form D, May 6, 2011 (original notice): https://www.sec.gov/Archives/edgar/data/1520023/000152002311000001/ - EDGAR filing index, CIK 0001520023 (19 Form D filings, 2011 to 2026): https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001520023 ## SEC accession numbers - 0001520023-26-000002 --- Source page: https://altstreet.investments/news/fundsmith-equity-fund-lp-investor-count-drop-form-d-amendment-2026-09-02 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.