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					                                               EXHIBIT A




                           VARIABLE INVESTMENT ADVISORS, INC.


                         TRADING SERVICE OPERATIONS MANUAL

                                                 FOR

           CLASS A AND CLASS B UNITS OF U.S. PREMIUM BEEF, LLC

                                     DOCUMENT DATE: March 29, 2010




This Trading Service Operations Manual may be revised from time to time in the discretion of Variable
Investment Advisors, Inc. (“VIA”) and/or U.S. Premium Beef, LLC (“USPB”). The most current version
will always be available upon request to Greg Wilson, President of VIA or at AgStockTrade.com.
Buyers and sellers of USPB Class A and/or Class B Units should confirm that they are referring to the
most current version when using the trading service.
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                                                                                 Trading Service Operations Manual
                                                            For Class A and Class B Units of U.S. Premium Beef, LLC




                              VARIABLE INVESTMENT ADVISORS, INC.
                             TRADING SERVICE OPERATIONS MANUAL
                     FOR CLASS A AND CLASS B UNITS OF U.S. PREMIUM BEEF, LLC

                                                      SUMMARY

The following is a summary of certain basic provisions of a trading service for Unitholders, Associates, and
Class B Participants, as defined in the Limited Liability Company Agreement (“LLC Agreement”), of U.S.
PREMIUM BEEF, LLC (“USPB”) to buy and sell Class A Units and/or Class B Units of USPB (individually
either “Class A Units” or “Class B Units” and collectively “Units”). This is not a complete description of all
the material issues and requirements of the Trading Service. You should read the entire Trading Service
Operations Manual (“Manual”) carefully before buying or selling Units on the Trading Service.

         Trading shall not begin until March 29, 2010.
         USPB has engaged Variable Investment Advisors, Inc. (“VIA”) to operate a Trading Service for Units.
         The Trading Service may be used to facilitate matches to trade Class A Units or Class B Units, subject
          to the limitations set forth in this Manual, the LLC Agreement and the Unit Transfer Policy of USPB.
          To use the Trading Service to trade Units, you must first apply for and receive logon information from
          USPB. All trades must be in compliance with this Manual and USPB’s Unit Transfer Policy. A copy
          of the Unit Transfer Policy is available from USPB and from VIA. If you do not have a copy of the
          Unit Transfer Policy, please contact either USPB or VIA to obtain a copy.
         Trading through the Trading Service may be done by contacting VIA by telephone at (605) 361-8230
          or toll-free at (800) 859-3018, or on the VIA website at www.AgStockTrade.com.
         To buy or sell Units, you must indicate the price and number of Units you desire to buy or sell. All
          purchases and sales may be in any increment of Units; however, to be classified as a Class A member a
          minimum of 100 Class A Units must be owned and a Uniform Cattle Delivery and Marketing
          Agreement must be in effect with USPB, and to be classified as a Class B member a minimum of 100
          Class B Units must be owned.
         All posted offers to sell and offers to buy are non-firm and non-binding until the buyer and seller have
          signed the Contract for Sale of Class A or Class B Units of U.S. Premium Beef, LLC (Contract for
          Sale). The closing of the sale and purchase will be subject to approval from the Board of Directors of
          USPB (“Board”) and the provisions of the Unit Transfer Policy.
         The lowest priced eligible offer to sell will be matched with the highest priced offer to buy; provided,
          however, the offer to sell cannot be matched unless it has been posted for at least 15 days. Once an
          offer to sell is matched with an offer to buy, a Contract for Sale will be sent by VIA to the buyer and
          seller. VIA will notify USPB in writing within 1 business day when a match has been made.
         The offer to sell or asking period, and the offer to buy or bidding period, runs continuously throughout
          the year.
         Within 15 days of the match, seller must sign and send to VIA the Contract for Sale and a check made
          payable to Wells Fargo Bank Account 3444179091 for the Transaction Fee. The Transaction Fee will
          be held by Wells Fargo Bank until VIA notifies Wells Fargo Bank that the transaction has closed.
          When the transaction closes, VIA will direct Wells Fargo to send the Transaction Fee to VIA. If the
          transaction does not close as a result of the buyer not fulfilling his or her obligations, VIA will direct
          Wells Fargo Bank to send the Transaction Fee to the seller and USPB will pay the $100 transaction
          service fee. If the transaction does not close as a result of the seller not fulfilling his or her obligations,
          VIA will direct Wells Fargo Bank to send the Transaction Fee, less the $100 transaction service fee, to

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          the buyer. If the transaction does not close as a result of USPB’s Board of Directors not approving the
          transaction, VIA will direct Wells Fargo Bank to send the Transaction Fee to the seller and USPB will
          pay the $100 transaction fee.
      The closing date (“Closing Date”) of all sales contemplated under the Contract for Sale will be on the
       later of (1) three business days after VIA receives written notice from USPB of approval by USPB’s
       Board of Directors or (2) the third business day that is at least 45 days after the date the offer to sell was
       posted to the Trading Service (and VIA has received written notice from USPB of approval by USPB’s
       Board of Directors). Effective as of the Closing Date, all right, title, and interest of the seller in the
       Units and all incidents of ownership thereof, shall pass to the buyer and shall be transferred on the
       books of USPB.
      Buyer will send a check or bank money order by overnight mail with next day delivery or an ACH or
       wire transfer for the Total Purchase Price to the seller on the Closing Date. USPB will require
       confirmation that the payment has been received by the seller before the transfer will be reflected in the
       USPB’s records.
      By IRS regulation, once a seller initiates an offer to sell, a 120 day trading window opens. At
         the conclusion of day 120, regardless of activity, the seller will be subject to a 60 day waiting
         period before any new offer to sell is posted to the Trading Service.
      Offers to buy will remain on the Trading Service until matched, removed, or renewed by buyer.
      All sellers and buyers of Units should first review a copy of the USPB Unit Transfer Policy, the USPB
       LLC Agreement, and USPB’s filings with the Securities and Exchange Commission before entering into
       any transaction.




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                                                                       Trading Service Operations Manual
                                                  For Class A and Class B Units of U.S. Premium Beef, LLC




                          VARIABLE INVESTMENT ADVISORS, INC.
                         TRADING SERVICE OPERATIONS MANUAL
                 FOR CLASS A AND CLASS B UNITS OF U.S. PREMIUM BEEF, LLC

Purpose and Overview.
U.S. PREMIUM BEEF, LLC (“USPB”) has engaged Variable Investment Advisors, Inc. (“VIA”) to
provide a trading service for Unitholders, Associates, and Class B Participants, as defined in USPB’s
Limited Liability Company Agreement, to buy and sell Class A Units and/or Class B Units of USPB and
to facilitate the closing of Non-Conditional Sales made through private transactions. The Trading Service
will be maintained and operated as part of the Variable Investment Advisors, Inc.’s Alternative Trading
System (“Trading Service”), which is registered with the United States Securities and Exchange
Commission (“SEC”). VIA is a registered broker-dealer with the SEC, National Association of Securities
Dealers, and various states.
USPB must limit trading to preserve USPB’s favorable pass-through tax status. As a result, Unitholders
will only be allowed to sell their Units through the Trading Service, except for private transfers. Sales
that are not made through the Trading Service will be null and void, unless they qualify as a private sale
and are approved by the USPB Board of Directors. Private sales that are considered “Non-Conditional
Sales,” as defined in USPB’s Unit Transfer Policy, will be required to use the Trading Service process to
complete the transfers and pay the Transaction Fees charged by the Trading Service. Unitholders should
review the provisions of the Trading Service at the VIA website www.AgStockTrade.com for further
guidance.
To use the Trading Service, interested buyers and sellers must first obtain logon information from USPB.
They may make an offer to buy or sell a certain number of Units at a price they choose by posting such
information on the Trading Service (as described further herein). Sellers may post offers to sell their Units
at an “ask” price at any time of the year. Buyers may post offers to buy Units at a “bid” price at any time
of the year. Buyers’ and sellers’ bid and ask prices are non-binding when posted and will be matched
according to the rules set forth herein. The purchase price will be the bid price of the matching offer to
buy. The exchange of the transaction documents required by VIA and the payment of the Transaction Fee
will be handled through VIA. USPB will serve as its own transfer agent for the transfer of conveyance
documents required by USPB. There is no charge to buyers or sellers to post Units on the Trading
Service; however, sellers will be charged a Transaction Fee for completed transactions. Interested buyers
and sellers should carefully read and follow the instructions provided herein.




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General Rules and Procedures.

 All sellers and buyers of Units should first review a copy of the USPB Unit Transfer Policy before
entering into any transaction.

1. Access to the Trading Service.
         a. Obtain logon information from USPB.
       b. Trading. Interested buyers and sellers may contact VIA for purposes of accessing the
Trading Service to buy and sell Units as follows:
                       Telephone (605) 361-8230 or 1-800-859-3018
                       Personal visit to VIA’s Sioux Falls’ office located at 4305 South Louise Avenue,
                        Suite 101A, Sioux Falls, South Dakota 57106
                       Direct interface with VIA’s website (www.AgStockTrade.com)

       c. Questions about the Trading Service. Questions regarding buying and selling on the
Trading Service and the Transaction Fee should be directed to VIA as follows:
                             Telephone:      (605) 361-8230
                             Fax:            (605) 362-5819
                             E-mail:         gwilson310@aol.com
                             Main contact:   Greg Wilson

        d. Questions about USPB and Member Information. Questions regarding USPB, USPB’s
Limited Liability Company Agreement (“LLC Agreement”), the Units, and membership should be
directed to USPB as follows:

                             Telephone:      (866) 877-2525
                             Fax:            (816) 713-8810
                             E-mail          tlthomas@uspb.com
                             Main Contact:   Tracy Thomas

2. Trading Service.

         Generally. Any interested party is able to review posted bid and ask prices without registering.
All buyers and sellers must receive logon information to make offers to buy or sell Units. All buyers and
sellers on the Trading Service must agree to comply with the rules of the Trading Service, including this
Trading Service Operations Manual.
         The logon information obtained from USPB will indicate whether the user has rights to purchase
(1) Class A and/or Class B Units or (2) only Class B Units based on the user’s status as a Unitholder,
Associate, or Class B Participant and approval received from USPB. The logon information from USPB
is non-transferrable. After obtaining logon information, interested buyers and sellers can post an offer to
buy or sell Units on the Trading Service as well as review the current listings of offers to buy and sell on
VIA’s website.
3. Posting Offers.


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         a. General Rules. Users who have received logon information may post offers to buy or sell by
contacting VIA in person, by telephone or via the VIA website, as listed above. If logging into the
website, provide the information requested when prompted. If posting by telephone or in person, provide
the information requested to the VIA representative and he or she will enter the information into the
Trading Service. There is no charge to post offers to buy or sell.
                  All sellers and buyers of Units should first review a copy of the USPB Unit Transfer
                   Policy, included in USPB’s LLC Agreement, before entering into any transaction.
                  Bid/Ask Prices. Buyers are required to post a bid price, and sellers are required to post
                   an ask price. The “bid” price is the per unit price the interested buyer is willing to pay to
                   purchase Units. The “ask” price is the per unit price at which the interested seller is
                   willing to sell Units. If there is a match between an offer to buy and an offer to sell, the
                   purchase price will be the matched price. Users of the Trading Service may only post
                   good faith offers to buy or sell Units. Any attempt to manipulate pricing of the Units
                   through offers to buy or sell Units that are not made in good faith is strictly prohibited.
                  Non-Firm Offers. All posted offers to sell and offers to buy are non-firm and non-
                   binding, meaning that Units posted for sale by sellers are only matched and settled with
                   buyers’ posted bids at the time the parties sign the Contract for Sale as outlined in this
                   document.
                  Waiting Period. An offer to sell will not be matched with an offer to buy, unless the offer
                   to sell has been posted for at least 15 days following the date such offer to sell was
                   posted. Any modification of an offer to sell activates an additional 15 day waiting period.
                  Multiple Offers. Buyers and sellers may make multiple offers to buy or sell Units at
                   different prices. The buyer or seller cannot post multiple offers and pick the best one that
                   matches, nor can any seller post more Units for sale than he or she owns.
                  Board Approval. The USPB Board of Directors has the right to approve or reject each
                   purchase and sale in its own discretion. No purchase or sale shall be final until the Board
                   of Directors, or its designee, approves the transaction in writing.
                  Increments; Minimum Ownership. All posted offers to sell and all sales of Units may be
                   in any increment of Units. Under the terms of USPB’s LLC Agreement, to be classified
                   as a Class A member a minimum of 100 Class A Units must be owned and a Uniform
                   Cattle Delivery and Marketing Agreement must be in effect with USPB, and to be
                   classified as a Class B member a minimum of 100 Class B Units must be owned.
                  No Brokers/Dealers. Buyers and sellers may not use a broker-dealer or other
                   representative to post offers or make trades on their behalf through the Trading Service.
                   Buyers and sellers may only post offers and make trades for their own accounts.

         b. Posting to Sell Units. Once logon information has been obtained from USPB, sellers may go
to www.AgStockTrade.com and follow the steps described below or they may contact VIA by telephone
or in person and follow the instructions given by the VIA representative.
                       Select the class of Units to sell: U.S. Premium Beef, LLC Class A Units With
                        Delivery Rights; U.S. Premium Beef, LLC Class A Units Without Delivery Rights,
                        or U.S. Premium Beef, LLC Class B Units.

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                       Select “Sell Now”.
                       State the number of Units for sale in any increment of Units. Note that the Trading
                        Service will split the Units listed for sale if a buyer match occurs for less than all of
                        seller's Units posted for sale.
                       State the ask price per Unit.
                       Affirmation that the seller owns all right, title and interest in the Units, that the Units
                        have not been previously transferred or sold, and that there are no liens or claims on
                        the Units. (If the seller has pledged his or her Units to secure a loan or other
                        obligation, the secured party will need to provide a written release of the lien prior to
                        the transfer.)
                       Affirmation that the seller has read and understands and agrees to the rules of the
                        Trading Service as set forth in this Trading Service Operations Manual and USPB’s
                        LLC Agreement.
                       Affirmation that the seller will pay the Transaction Fee, as outlined in this document.
                       Affirmation that seller will surrender the Units, free and clear of any liens or claims,
                        if seller’s Units are sold through the Trading Service.
                       Confirm the accuracy of the information posted.
                  Verification. When a seller posts Units for sale, VIA will notify USPB of the posting for
                   the purpose of verifying ownership of the Units and determining that all Units are
                   accurately posted. After reviewing its records, USPB will in turn notify VIA of seller’s
                   eligibility, based on USPB’s review of its records, to sell and transfer the listed Units and
                   will verify whether any waiting period applies. By IRS regulation, once a seller
                   initiates an offer to sell, a 120 day trading window opens. At the conclusion of
                   day 120, regardless of activity, the seller will be subject to a 60 day waiting
                   period before any new offer to sell is posted to the Trading Service.
                  Unit Minimum. All purchases and sales may be in any increment of Units; however, to
                   be classified as a Class A member a minimum of 100 Class A Units must be owned and a
                   Uniform Cattle Delivery and Marketing Agreement must be in effect. To be classified as
                   a Class B member a minimum of 100 Class B Units must be owned.

         c. Posting to Buy Units. Once logon information has been obtained from USPB, buyers may go
to www.AgStockTrade.com and follow the steps described below or they may contact VIA by telephone
or in person and follow the instructions given by the VIA representative.
                       Select the class of Unit to buy: U.S. Premium Beef, LLC Class A Units with Delivery
                        Rights; U.S. Premium Beef, LLC Class A Units without Delivery Rights, or U.S.
                        Premium Beef, LLC Class B Units. Note that Class B Participants may bid only on
                        Class B Units.
                       Select “Buy Now”.
                       State the number of Units bidding to Buy.
                       State the bid price per Unit.


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                       Affirmation that buyer has read and understands and agrees to the rules of the
                        Trading Service as set forth in this Trading Service Operations Manual and USPB’s
                        LLC Agreement.
                       Affirmation that buyer will pay the Total Purchase Price, if buyer is successful in
                        purchasing Units.
                       Affirmation that buyer is solely responsible, after a match has been made and seller’s
                        name has been revealed to buyer, for verifying whether the Units are subject to any
                        liens or encumbrances.
                       Each Class A Member must own a minimum of 100 Class A Units and have a
                        Uniform Cattle Delivery and Marketing Agreement in effect with USPB, and each
                        Class B Member must own a minimum of 100 Class B Units.

        d. Publication of Posted Information. Upon confirmation of posted information, VIA will
publish on its website and maintain in printed form the information posted by buyers and sellers regarding
the number of Units desired to be bought or sold and the bid or ask price per unit. All buyers’ and sellers'
information will be published anonymously; provided that the names of a seller and buyer will be
revealed by VIA to each of the parties to a match.
         e. Notices. Notices will generally be provided by e-mail only. If no e-mail is provided, notices
will be sent by U.S. mail to the address provided by USPB.
4. Matching/Closing the Sale.

         a. Bidding Period. Sellers may post Units for sale at any time of the day, week or year, though a
15 day waiting period will apply until matching can effectively occur. Buyers may post a bid to buy Units
for sale at any time during the day, week or year, and no waiting period will apply before matching can
effectively occur.
       b. Matching. At 5:00 pm Central Time of any day, sellers' ask prices and buyers' bid prices will
be matched under the following matching rules, conditions and guidelines:
                  Matching occurs when an offer to buy has been posted at a bid price that is equal to or
                   exceeds a seller’s posted ask price.
                  Price will be given priority over time at which an offer to buy or sell is posted, unless
                   other conditions stated herein apply.
                  The lowest offer to sell will be matched with the highest bid price.
                  If multiple bid prices exceed an ask price, the highest bid price has priority over other
                   bids.
                  If multiple bid prices are identical, the bid posted first in time has priority over other bids.
                  If multiple ask prices are posted at identical ask prices, the ask price posted first in time
                   has priority.

         c. Contract for Sale. As soon as practicable after a match has been made, VIA will notify
sellers and buyers with matched offers, by email or hard copy as necessary, of the match and send them a
Contract for Sale. The Contract for Sale will include final matching information indicating the name of
the other party to the transaction, the type and number of Units being purchased or sold and the price per
unit. At the same time, VIA will notify USPB that a match has occurred and will provide information
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indicating the names of both parties to the transaction, the type and number of Units matched and the
price per unit.
       d. Transaction Fee. All sellers in a Non-Conditional Sale must pay a Transaction Fee
Transaction Fee, which will be 2% of the Total Purchase Price.
         Seller will be required to submit a check made payable to Wells Fargo Bank Account
3444179091 to VIA at the time seller returns a signed Contract for Sale to VIA. Wells Fargo Bank will
hold the Transaction Fee until the closing of the transaction. If the transaction is closed, Wells Fargo
Bank will release the Transaction Fee, less any transaction service fee, to VIA. If the transaction does not
close as a result of the Buyer not fulfilling his or her obligations, VIA will direct Wells Fargo Bank to
send the Transaction Fee to the Seller and USPB will pay the $100 transaction service fee. If the
transaction does not close as a result of the Seller not fulfilling his or her obligations, VIA will direct
Wells Fargo Bank to send the Transaction Fee, less the $100 transaction service fee, to the Buyer. If the
transaction does not close as a result of USPB’s Board not approving the transaction, VIA will direct
Wells Fargo Bank to send the Transaction Fee to the Seller and USPB will pay the $100 transaction
service fee.
         e. Execution, Delivery and Payment. Within fifteen (15) days after the match has been made,
seller and buyer must both sign and return to VIA, as applicable, the following items:
             Buyer – Documents. Buyer must submit to VIA the following:
                       The Contract for Sale of Class A or Class B Units of U.S. Premium Beef, LLC signed
                        by buyer.
                       Any other documents requested by VIA.
             Seller – Documents.
                       The Contract for Sale of Class A or Class B Units of U.S. Premium Beef, LLC
                        signed by seller must be submitted to VIA.
                       Payment. Seller will mail a check made payable to Wells Fargo Bank Account
                        3444179091 for the Transaction Fee to VIA.
                       Any other documents requested by VIA.
      f. USPB Documents. Buyer and seller must complete and submit to USPB any and all
documentation requested by USPB by the required due date.

         g. Board Consent; Closing Date. All purchases and sales must be approved by the Board of
Directors of USPB, and the Board of Directors may withhold its approval of any purchase or sale in its
sole discretion. The closing date (“Closing Date”) of all sales and transfers facilitated by the QMS will be
on the later of (1) three business days after VIA receives written notice from USPB of approval by the
Board of Directors or (2) the third business day that is at least 45 days after the date the offer to sell was
posted to the Trading Service (and VIA has received written notice from USPB of approval by USPB’s
Board of Directors). Buyer will send a check or bank money order by overnight mail with next day
delivery or an ACH or wire transfer for the Total Purchase Price to the seller on the Closing Date. USPB
will require confirmation that the payment has been received by the seller before the transfer will be
reflected in the company’s records. USPB will notify the buyer that the purchased Units are reflected on
USPB’s Unit Ledger as being held by buyer and notify the seller that the sold Units are reflected on
USPB’s Unit Ledger as held by the buyer.
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         h. Unmatched Offers. If a seller’s ask price is not matched with a buyer’s bid price within 120
days of posting of seller's ask price, seller’s posting information will be removed from the Trading
Service on the 120th day of posting and, after removal, seller will not be permitted to post offers for 60
days. Unmatched offers to sell at the end of the 120 day period will not automatically be listed again. To
repost, seller will need to take those steps required by the Trading Service once the 60 day waiting period
has been satisfied.

        i. Display of Offers. Bid and ask information submitted by buyers and sellers will be publicly
displayed on the Trading Service website and available in printed copy. Sellers' and buyers' identities
remain anonymous until a match occurs. Users may review a printed copy of the offers to sell and buy
submitted by contacting VIA. Completed sale information may be included on USPB’s website.

         j. Trading Suspension. The buyer and seller hereby acknowledge and agree that there may be
certain circumstances where USPB, upon the advice of counsel or otherwise, determines that it is
necessary or appropriate to suspend transfers and trading in its Units in order to comply with applicable
corporate and securities laws. The buyer and seller agree that in the event any such suspension of the
transfer of Units in USPB occurs prior to the completion of the transactions contemplated by this
Agreement (including any suspension prior to approval of the transfer contemplated by this agreement by
the Board of Directors of USPB) (an “Incomplete Transaction”), the Incomplete Transaction shall be null
and void. Any proceeds or Units delivered with respect to any such Incomplete Transaction shall be
returned to the party who delivered such items and the parties shall have no further liability or obligation
to each other.




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