SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  August 5 , 2019

Via Email

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

Re:   Rocky Mountain Chocolate Factory, Inc.
PRRN14A filed  August 2 , 2019
Filed by AB Value Partners LP et al.
File No. 1-36865

Dear Mr. Gadson :

We have reviewed the amended f iling listed above and have the following  additional
comment . Please respond by amending the filing .  If you do not believe our comment  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 informati on provided in response to
this comment , we may have additional comments .  Capitalized terms used but not defined herein
have the same meanings ascribed to them in the filing.

Form of Proxy

1. Refer to comment 6 in our prior comment letter dated July 30, 2019.  See also, the
adopting release for the “short slate ” rule you are employing here:  “Regu lation of
Communications among Shareholders, ” 57 FR 48276 (October 22, 1992).   The adopting
release  provides a sample form of proxy illustrat ing the formatting of a short slate card
and also provides disclosure guidelines regarding this procedure.  We believe  this
illustrative format is helpful in avoiding shareholder confusion (to the extent possible) in
identifying which nominees are the Company ’s ve rsus AB Value ’s.  Revise the form of
proxy card to distinguish between the Company nominees and your own nom inees, and
to provide a means by which shareholders granting you a proxy can withhold authority
for specific Company nominees.  Currently , your card refers only to the ability to
withhold authority  for a particular  AB Value nominee.

Patrick Gadson , Esq.
Vinson & Elkins LLP
August 5 , 2019
Page 2

 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