SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  July 30, 2019

Via Email

Patrick Gadson
Vinson & Elkins LLP
666 Fifth Avenue, 26th Floor
New York, NY 10103

Re:   Rocky Mountain Chocolate Factory, Inc.
PREC 14A filed  July 25, 2019
Filed by AB Value Partners LP et al.
File No. 1-36865

Dear Mr. Gadson :

We have reviewed the filing  listed above and have the following comment s. Please
respond to these  comment s by amending the filing and/or by providing the requested information
or advis ing us as soon as possible when you will respond.  If you do not believe our comment s
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 the filin g and any information provided in response to
these comments, we may have additional comments .  Capitalized terms used but not defined
herein have the same meanings ascribed to them in the filing.

Reasons for the Solicitation, page 6

1. Revise to p rovide a source for the “publicly available information” cited to support the
alleged declines in factory sales, retail sales and royalty, marketing and franchise fees
(see the last sentence on page 7).

Proposal 1.  Election of Directors, page 11

2. We are aware tha t RMCF has not yet filed its proxy statement, thereby identifying its
director nominees for the annual meeting. However, before filing a definitive proxy
statement, you  must identify the Company nominees for whom shareholders may
effectively vote using yo ur proxy card.  When the Company’s nominees are identif ied,
revise this section and your  proxy card to identify the individuals whom you will not
support, thereby also identifying the Company nominees for whom shareholders may
“round out” their slate using  your proxy card .  In your revised proxy materials, you may
leave blanks for the specific names, thereby indicating this information will be provided as
it becomes available.

Patrick Gadson , Esq.
Vinson & Elkins LLP
July 30, 2019
Page 2

 Proposal 3: Advisory Vote on Redemption of Poison Pill, page 16

3. In this section, you state that if Proposal 3 is “approved” by shareholders, it will send a
message to the Company .  However, since this is an advisory proposal only, it is not clear
what “approval” means in this context.  Please revise to clarify.

Votin g and Proxy  Procedures, page 18

4. You state that AB Value currently intends to vote the shares it owns in favor of its own
nominees but that you “reserve the right to vote some or all of the AB Value Shares for
some or all of the Company’s director nominees, as we see fit, in order to achieve a Board
composition that we believe is in the best interests of all stockholders…”   Revise to more
specifically explain  under what circumstances AB Value might determine to support the
Company’s nominees over it s own director candidates.

Votes Required for Approval, page 19

5. With respect to Proposal 1 (Election of Directors), the form of proxy filed with your proxy
statement does not provide an “abstain” option.  Therefore, revise to clarify what you
mean by the reference to abstentions in this section in the context of Proposal 1.  If you
mean to reference the “withhold” option provided on your proxy card, revise to so state .

Form of Proxy

6. See our comment above.  Once RMCF identifies its nominees for election, revise the
proxy card to inform shareholders which three Company nominees may “round out” your
short slate .

* * *

We remind you that the filing persons are responsible for the accura cy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please direct any ques tions to me at (202) 551 -3263 .

        Sincerely,

        /s/ Christina Chalk

        Christina Chalk
        Senior Special Counsel
        Office of Mergers and Acquisitions