SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 April 19 , 2016

By E-Mail

Peter D. Fetzer , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue, Suite 3800
Milwaukee, W I 53202

Re: Financial Institutions , Inc.
Soliciting Materials filed pursuant to Rule 14a -12 on April 18, 2016
Filed by Clover Partners, L.P. , MHC Mutual Conversion Fund, L.P. , Clover
    Investments, L.L.C. , Terrell T. Philen, Jr. , and Johnny Guerry
File No. 000-26481

Dear Mr. Fetzer :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comme nts apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additiona l comments.
1. Avoid issuing statements that directly or indirectly make claims prior to a meeting
regarding the results of a solicitation without factual foundation.  In the future, either
disclose the factual foundation for such assertions or delete the statements.  In  this regard,
note that the factual foundation for such assertions must be reasonable.  Refer to Rule
14a-9. We note your statement that you “… have a high degree of confidence that [you] ’re
going to win .”

 We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclo sure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Peter D. Fetzer , Esq.
Foley & Lardner LLP
April 1 9, 2016
Page 2

  In responding to our comments, please provide a written statement from the participants
acknowledging that:

 the participants are responsible for the adequacy and  accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the participants may not assert staff comments as a de fense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions