EXHIBIT 5
August 4, 2014
Certified Mail Return Receipt Requested and Overnight Delivery
Attention: Corporate Secretary
Hampden Bancorp, Inc.
19 Harrison Avenue
Springfield, Massachusetts 01102
Re: Notice of Intent to Nominate Directors and Submit Nominees for Election
Ladies and Gentlemen:
This letter constitutes a notice of intent by MHC Mutual Conversion Fund, L.P. and Garold R. Base (each a “Stockholder” and, collectively, the “Stockholders”) to nominate two persons for election as directors of Hampden Bancorp, Inc. (the “Company”) at the 2014 Annual Meeting of Stockholders of the Company, and to submit their nominees for election at such Annual Meeting. This notice is being provided to you pursuant to Section 6 of Article I of the Company’s Amended and Restated Bylaws, as amended to date, and is being submitted on behalf of the Stockholders by Johnny Guerry, a principal of Clover Investments, L.L.C., the general partner of MHC Mutual Conversion Fund, L.P., and Garold R. Base.
MHC Mutual Conversion Fund, L.P. hereby certifies that it is entitled to vote and beneficially owns 513,183 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Schedule 13D filed by the Stockholder with the Securities and Exchange Commission, as amended to date, the Stockholder owns 9.1% of the total common shares outstanding. As documentary evidence of the Stockholder’s beneficial ownership, the Stockholder provides a letter of verification from the Stockholder’s broker, attached as Exhibit A hereto, showing that the Stockholder holds 513,183 shares of Common Stock (the Stockholder affirms that the documentary evidence of ownership enclosed herewith is a true and correct copy of what it purports to be).
Garold R. Base hereby certifies that he is entitled to vote and beneficially owns 2,652 shares of Common Stock. The Stockholder beneficially own 2,652 shares of Common Stock, of which 300 shares are held in the Stockholder wife’s name.
By the fact of the Stockholders’ submission of this notice of intent to nominate and submit their nominee for election, it is the Stockholders’ understanding the Company will now generally be obligated under the federal securities laws to file a preliminary proxy statement and form of proxy with the United States Securities and Exchange Commission to allow the Commission to review and comment on such proxy materials.
The Stockholders hereby notify the Company pursuant to Section 6 of Article I of the Company’s Bylaws that the Stockholders intend to nominate Mr. Johnny Guerry and Mr. Garold Base for election to the Board of Directors of the Company at the 2014 Annual Meeting of Stockholders of the Company. Enclosed is the written consent of Mr. Guerry and Mr. Base to be named in the proxy statement of the Stockholders and to serve as directors of the Company if elected. The Stockholders represent (1) that the Stockholders are beneficial owners of Common Stock entitled to vote at the 2014 Annual Meeting of Stockholders and intend to appear (or will direct a qualified representative of the Stockholders to appear) in person or by proxy at such meeting to nominate Mr. Guerry and Mr. Base; and (2) that the Stockholders intend to deliver a proxy statement and form of WHITE proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominees.
Set forth below is certain information, including that required by Section 6 of Article I of the Company’s Bylaws. The information set forth below responds fully to all of the requirements of Section 6 of Article I of the Company’s Bylaws.
(1) As to proposed nominees:
A. Name, Age, Business Address and Residence Address
| Name | Age | Business Address | Residence Address |
| Johnny Guerry | 32 | Clover Partners, L.P. 100 Crescent Court Suite 575 Dallas, Texas 75201 | 6138 Norway Rd Dallas, Texas 75230 |
| Garold R. Base | 66 | 2100 Crown Knoll Ln. Plano, Texas 75093 | 2100 Crown Knoll Ln. Plano, Texas 75093 |
B. Principal Occupation or Employment and Qualifications
| Johnny Guerry: | Since July 2007, Mr. Guerry has been a partner of Clover Partners L.P. He is the portfolio manager of the Stockholder. |
| Garold R. Base: | Since January 2012, Mr. Base has owned and operated his own consulting practice under the name Base & Associates. Prior to December 31, 2011, Mr. Base served as President/Chief Executive Officer of ViewPoint Bank. |
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The Stockholder believes that Mr. Guerry and Mr. Base would be deemed “independent” under the NASDAQ Marketplace Rules. The Stockholder also believes that Mr. Base would qualify as an “audit committee financial expert,” as that term is defined by the Securities and Exchange Commission (SEC) and the NASDAQ Marketplace Rules.
Mr. Guerry’s financial background, combined with his extensive knowledge of the banking industry, qualify him to serve on the Company’s board of directors. Specifically, his extensive experience with, and understanding of, financial issues will allow him to provide the board with valuable recommendations and ideas. In addition, Mr. Guerry’s extensive knowledge of the banking industry makes him a valuable source of information, and will allow him to provide useful insight and advice.
Mr. Base’s financial and accounting background, combined with his extensive knowledge of the banking industry and his experience as a Chief Executive Officer of financial institutions, qualify him to serve on the Company’s board of directors. Specifically, his extensive experience with, and understanding of, financial and accounting issues will allow him to provide the board with valuable recommendations and ideas.
Furthermore, the role of an effective director inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the director may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations. The Stockholder believes that the background and expertise of each of Mr. Guerry and Mr. Base, as set forth below, evidence those abilities and are appropriate to his serving on the Company’s board of directors.
C. Shares Owned Either Beneficially or Of Record
| Name of Nominee | Class | Amount |
| Johnny Guerry | Common | 0 |
| Garold R. Base | Common | 2,652* |
_______
* Includes 300 shares held in his wife’s name.
D. Interest of Certain Persons in Matters to be Acted Upon
Except as otherwise set forth herein, Mr. Guerry is not, nor has he been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
Except as otherwise set forth herein, Mr. Guerry does not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
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Except as otherwise set forth herein, Mr. Base is not, nor has he been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
Except as otherwise set forth herein, Mr. Base does not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
E. Other Information
Directorships of Other Publicly Owned Companies
Neither Mr. Guerry nor Mr. Base is presently serving as a director of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940.
Material Proceedings Adverse to the Company
To the knowledge of the Stockholder and the nominees, there are no material proceedings to which the nominees, or any of their associates, is a party adverse to the Company or any of its subsidiaries, and neither the nominees nor any of their associates has a material interest adverse to the Company or any of its subsidiaries.
Transactions In Stock of the Company
The transactions identified on Appendix A are the only transactions during the past two years with regard to the Common Stock made by the Stockholder or the nominees. Neither the Stockholder nor the nominees used margin account loans in connection with their transactions in Common Stock.
Arrangements or Understandings with Other Persons
Mr. Guerry has agreements with the Stockholder, whereby he is indemnified by the Stockholder for any liabilities he may incur in connection with his duties, including the intended solicitation of proxies for use at the 2014 Annual Meeting of Stockholders of the Company. The Stockholder will reimburse Mr. Guerry and Mr. Base for any expenses that they reasonably incur in connection with the intended solicitation of proxies for use at the 2014 Annual Meeting of Stockholders of the Company. To Mr. Guerry’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company. To Mr. Base’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.
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As of the date of this letter, the Stockholder has not formally retained any person to make solicitations or recommendations to stockholders for the purpose of assisting in the election of the nominees as directors.
Absence of any Family Relationships
Mr. Guerry does not have any family relationship with any director or officer of the Company. Mr. Base does not have any family relationship with any director or officer of the Company.
Absence of Involvement in Certain Legal Proceedings
To the knowledge of Mr. Guerry, and based on information in his possession:
a. Since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Guerry, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Guerry. In addition, since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
b. Mr. Guerry has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
c. Since January 1, 2013, Mr. Guerry has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
d. Since January 1, 2013, Mr. Guerry has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
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e. Since January 1, 2013, Mr. Guerry has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
To the knowledge of Mr. Base, and based on information in his possession:
a. Since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Base, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Base. In addition, since January 1, 2013, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
b. Mr. Base has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
c. Since January 1, 2013, Mr. Base has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
d. Since January 1, 2013, Mr. Base has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
e. Since January 1, 2013, Mr. Base has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
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Absence of Certain Transactions
To the best knowledge of Mr. Guerry, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Guerry nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Guerry nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
To the best knowledge of Mr. Base, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Base nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Base nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
Section 16 Compliance
Mr. Guerry is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
Mr. Base is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
(2) As to the Nominators:
A. Name and Address
MHC Mutual Conversion Fund, L.P.
c/o Clover Partners, L.P.
100 Crescent Court
Suite 575
Dallas, Texas 75201
The Stockholder is engaged in various interests, including investments.
Garold R. Base
2100 Crown Knoll Ln.
Plano, Texas 75093
Mr. Base has owned and operated his own consulting practice under the name Base & Associates.
Other than the parties named herein, no other stockholder is known to the Stockholders to be supporting the Stockholders’ nominees.
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B. Record and Beneficial Ownership
MHC Mutual Conversion Fund, L.P. is the beneficial owner of 513,183 shares of Common Stock, and the details of the Stockholder’s beneficial ownership of Common Stock are found on Appendix B.
Garold R. Base hereby certifies that he is entitled to vote and beneficially owns 2,652 shares of Common Stock. The Stockholder beneficially own 2,652 shares of Common Stock, of which 300 shares are held in the Stockholder wife’s name.
* * *
If the Company’s board of directors or a committee thereof believes this notice is incomplete or otherwise deficient in any respect, please contact the Stockholders immediately so that the Stockholders may promptly address any alleged deficiencies.
Very truly yours,
MHC Mutual Conversion Fund, L.P.
�� /s/ Johnny Guerry
Johnny Guerry
Principal of General Partner
/s/ Garold R. Base
Garold R. Base
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Appendix A
Transactions by MHC Mutual Conversion Fund, L.P. (all of the transactions were acquisitions):
| Date | Number of Shares |
| May 11, 2011 | 9,560 |
| May 18, 2011 | 3,300 |
| October 24, 2011 | 520 |
| January 24, 2012 | 22,600 |
| May 3, 2012 | 10,000 |
| May 21, 2012 | 33,200 |
| May 22, 2012 | 22,966 |
| May 23, 2012 | 25,949 |
| May 24, 2012 | 26,166 |
| June 12, 2012 | 15,233 |
| June 19, 2012 | 21,000 |
| August 16, 2012 | 175,000 |
| September 6, 2012 | 3,445 |
| December 11, 2012 | 3,000 |
| December 12, 2012 | 4,133 |
| December 14, 2012 | 2,600 |
| December 31, 2012 | 100 |
| July 16, 2013 | 664 |
| July 17, 2013 | 1,000 |
| July 19, 2013 | 900 |
| August 12, 2013 | 6,180 |
| September 3, 2013 | 13,514 |
| September 4, 2013 | 24,627 |
| September 9, 2013 | 1,485 |
| September 10, 2013 | 25,000 |
| September 11, 2013 | 173 |
| September 12, 2013 | 3,786 |
| September 19, 2013 | 28 |
| September 20, 2013 | 200 |
| September 26, 2013 | 1,457 |
| September 27, 2013 | 1,914 |
| October 1, 2013 | 1,000 |
| Date | Number of Shares |
| October 10, 2013 | 500 |
| November 8, 2013 | 9,121 |
| November 12, 2013 | 200 |
| November 14, 2013 | 1,000 |
| November 20, 2013 | 4,141 |
| November 25, 2013 | 10,000 |
| November 25, 2013 | 10,000 |
| November 26, 2013 | 461 |
| December 3, 2013 | 100 |
| December 5, 2013 | 700 |
| December 9, 2013 | 3,000 |
| December 10, 2013 | 2,000 |
| December 13, 2013 | 7,000 |
| December 18, 2013 | 2,300 |
| December 19, 2013 | 1,200 |
| December 20, 2013 | 600 |
| December 23, 2013 | 500 |
| December 26, 2013 | 700 |
Transactions by Johnny Guerry other than indirectly by MHC Mutual Conversion Fund, L.P.: None.
Transactions by Garold R. Base (all of the transactions were acquisitions):
| Date | Number of Shares |
| August 16, 2012 | 500 |
| August 23, 2012 | 300 |
| October 25, 2012 | 500 |
| November 6, 2012 | 195 |
| November 7, 2012 | 1,157 |
Appendix B
| Name and Address | Shares Held Beneficially | Percent of Class | Shares Held By Non-Participant Associates |
MHC Mutual Conversion Fund, L.P. c/o Clover Partners, L.P. 100 Crescent Court Suite 575 Dallas, Texas 75201 | 513,183* | 9.1% | 0 |
Clover Partners, L.P. 100 Crescent Court Suite 575 Dallas, Texas 75201 | 513,183* | 9.1% | 0 |
Clover Investments, L.L.C. 100 Crescent Court Suite 575 Dallas, Texas 75201 | 513,183* | 9.1% | 0 |
Michael C. Mewhinney 100 Crescent Court Suite 575 Dallas, Texas 75201 | 513,183* | 9.1% | 0 |
| * | Clover Partners, L.P., in its capacity as investment manager and general partner to MHC Mutual Conversion Fund, L.P. has power to vote the 513,183 shares of Common Stock and the power to dispose of the 513,183 shares of Common Stock held in the Fund. Clover Investments, L.L.C., in its capacity as general partner of Clover Partners, L.P. and Mr. Mewhinney, as the managing member of Clover Investments, L.L.C., may each be deemed to beneficially own the Common Stock held in MHC Mutual Conversion Fund, L.P. |
CONSENT OF PROPOSED NOMINEE
I, Johnny Guerry, hereby consent to be named in the proxy statement of the MHC Mutual Conversion Fund, L.P. to be used in connection with its solicitation of proxies from the Stockholders of Hampden Bancorp, Inc. for use in voting at the 2014 Annual Meeting of Stockholders of Hampden Bancorp, Inc. and I hereby consent and agree to serve a director of Hampden Bancorp, Inc. if elected at such Annual Meeting.
/s/ Johnny Guerry
Johnny Guerry
Dated: August 4, 2014
4843-
CONSENT OF PROPOSED NOMINEE
I, Garold R. Base, hereby consent to be named in the proxy statement of the MHC Mutual Conversion Fund, L.P. to be used in connection with its solicitation of proxies from the Stockholders of Hampden Bancorp, Inc. for use in voting at the 2014 Annual Meeting of Stockholders of Hampden Bancorp, Inc. and I hereby consent and agree to serve a director of Hampden Bancorp, Inc. if elected at such Annual Meeting.
/s/ Garold R. Base
Garold R. Base
Dated: August 4, 2014
Exhibit A
MORGAN STANLEY
PRIME BROKERAGE
1221 Avenue of the Americas, 4th Floor
New York, NY 10020
(212) 762-5193
8/1/2013
Secretary of the Corporation
Hampden Bancorp, Inc.
19 Harrison Avenue
Springfield, Massachusetts 01102
To Whom It May Concern:
At the request of Clover Partners LP, we are sending you this letter to verify that MHC Mutual Conversion Fund LP has continuously held shares in the common stock of Hampden Bancorp (ISIN: US40867E1073) since 5/11/2011 and currently holds 513,183 shares of this security, as of 8/01/2014, at Morgan Stanley & Co. LLC.
Regards,
/s/ Vincent Gerosa Vincent Gerosa, Managing Director Client Service Manager Morgan Stanley Prime Brokerage |
While this information is based on or from sources Morgan Stanley (“MS”) believes to be reliable, no representation is made that the information is accurate, complete, or current and MS disclaims any and all liability relating to these materials, including, without limitation, any express or implied representation or warranties for statements or errors contained in, or omissions from, these materials. The information provided is not an offer or solicitation by MS of the purchase or sale or any security or commodity. The information provided is for private use only and is given in the strictest confidence on the express understanding that it is without any guarantee or responsibility on the part of Morgan Stanley, its parents, affiliates, their respective officers, directors and employees, and any and all of its and their successors and assigns.