UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

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Filed by a Party other than the Registrant  x
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o	Definitive Proxy Statement
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o	Soliciting Material Pursuant to §240.14a-12
HAMPDEN BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
MHC MUTUAL CONVERSION FUND, L.P. CLOVER PARTNERS, L.P. CLOVER INVESTMENTS, L.L.C. MICHAEL C. MEWHINNEY JOHNNY GUERRY GAROLD R. BASE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The World’s Two Leading Proxy Advisory Firms Have Recommended Hampden Stockholders Vote for Clover’s Nominees and Resolution

· ISS and Glass Lewis provide independent proxy advice to over 1700 institutions with over $15 trillion in assets under management. Both advisors have recommended Hampden’s stockholders vote for our nominees as well as our resolution

Vote to Protect Your Investment

· ISS stated in their report: “the evidence indicates the dissident’s claim of lackluster share price performance prior to shareholder pressure to purse sale seems to have merit.”

· Hampden’s claim that supporting Clover Group’s proposal “could be detrimental to the preservation and enhancement of shareholder value” is completely unsubstantiated. The empirical evidence clearly indicates otherwise and ISS has come to the conclusion that Clover’s involvement greatly contributed to Hampden’s recent share price performance.

 

Hampden Dismissed the Proposal to Evaluate Strategic Alternatives

· ISS noted in their report: “The 2012 proposal received the majority support of shareholders; however, the degree of responsiveness by the board since that proposal was approved at the Nov. 6, 2012 annual meeting is unclear……there is a lack of convincing evidence and disclosure that the board acquiesced to shareholder’s demands by meaningfully pursuing a review of strategic alternatives.” ISS further added: “In response to the 2012 shareholder proposal, management stated that it did not hire and to date has not hired a banker. The board’s response, in fact, was relatively swift: on Nov. 15, 2012, one week after the company disclosed the vote results, the company dismissed the shareholder proposal in a press release.”

New Board Oversight is Warranted!

· ISS concluded by noting: “In light of the company’s operational and stock underperformance that only recently appeared to have improved after the dissident’s campaign, as well as the board’s failure to act on a shareholder proposal that received support from a majority of its shareholders, the dissidents have made a case that increased board oversight is warranted.”

Sincerely,

MHC Mutual Conversion Fund, L.P.

* Permission was neither sought nor obtained to use excerpts from the ISS report.

Important Information

MHC Mutual Conversion Fund, L.P. has nominated Johnny Guerry and Garold R. Base as nominees to the board of directors of the Company and is soliciting votes for the election of Mr. Guerry and Mr. Base as members of the board. On October 8, 2013, MHC Mutual Conversion Fund, L.P. filed its definitive proxy statement and related proxy materials with the Securities and Exchange Commission (“SEC”), and has sent the definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking their support of Mr. Guerry and Mr. Base at the Company’s 2013 Annual Meeting of Stockholders.  Stockholders are urged to read the definitive proxy statement and WHITE proxy card because they contain important information about the participants in the solicitation, Mr. Guerry and Mr. Base, the Company and related matters.  Stockholders may obtain a free copy of the definitive proxy statement and WHITE proxy card and other documents filed by MHC Mutual Conversion Fund, L.P. with the SEC at the SEC’s web site at www.sec.gov.  The definitive proxy statement and other related SEC documents filed by MHC Mutual Conversion Fund, L.P. with the SEC may also be obtained free of charge from the MHC Mutual Conversion Fund, and by contacting Alliance Advisors LLC, proxy solicitors for MHC Mutual Conversion Fund, L.P., at the following address and telephone number: Alliance Advisors LLC, 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003. Shareholders Call Toll Free: 1-877-777-5216. Banks and Brokers Call Collect: 973-873-7700

Participants in Solicitation

The participants in the solicitation by MHC Mutual Conversion Fund, L.P. consist of the following persons: MHC Mutual Conversion Fund, L.P., Clover Partners, L.P., Clover Investments, L.L.C., Michael C. Mewhinney, Johnny Guerry and Garold R. Base.  Such participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock.  Information regarding the participants and their interests may be found in the definitive proxy statement filed with the SEC on October 8, 2013, which is incorporated herein by reference.