Investment Advisory Agreement




 EXHIBIT 4.1 

Investment Advisory Agreement 

Provident Investment Management LLC (the “PIM”) hereby agrees with Allstate Assurance Company Separate Account B, established on
August 21, 1967 under the provisions of the Iowa Insurance Code (“Separate Account B”), as follows: 
 PIM shall provide
investment advisory services for Separate Account B, the assets of which are derived from variable annuity contracts previously issued by Allstate Assurance Company (the “Company”). In the performance of its investment advisory services,
PIM shall continuously provide the Board of Managers of Separate Account B (the “Board”) with an investment program and advice and recommendations on the acquisition, holding or disposition of securities or other assets held or
contemplated for acquisition by Separate Account B, and shall place orders for the necessary purchases and sales. 
 For providing the aforesaid
services, PIM shall receive from Separate Account B a monthly fee equal to, on an annual basis, 0.50% of the current value of Separate Account B per valuation day. This fee shall be payable monthly in arrears by Separate Account B on the first
business day of each calendar month beginning after the date of this Agreement. 
 This Agreement shall continue in effect for a period of two
years from the date of its execution. Thereafter continuance requires specific approval at least annually by the Board (which approval shall include a majority of those members of the Board who are not parties to the Agreement or interested persons
of any such party), or a majority of the outstanding voting securities of Separate Account B and in either event by a majority of those members of the Board who are not parties to the Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. The effective date of such annual continuance shall be the date on which the contract would have expired if such continuance were not approved. 

This Agreement shall automatically terminate in the event of its assignment, as such term is defined in the Investment Company Act of 1940 (“1940
Act”), unless an order of the Securities and Exchange Commission (“SEC”) is issued exempting such assignment from Section 15(a)(4) of the 1940 Act. This Agreement may be terminated at any time, on 60 days’ written notice to
PIM, without payment of any penalty, by the Board or by a majority of the outstanding voting securities of Separate Account B. This Agreement may not be assigned without an order of the SEC exempting such assignment from Section 15(a)(4) of the
1940 Act, and may not be otherwise terminated by PIM without the prior approval of a new investment advisory agreement by a majority of the outstanding voting securities of Separate Account B. 

This Agreement may not be amended in any manner without the prior approval of the Board (which approval shall include the vote of a majority of those
members of the Board who are not parties to the Agreement or interested persons of any such party) or a majority of the outstanding voting securities of Separate Account B and in either event by a majority of those members of the Board who are not
parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. 

PIM may engage any other persons, associations or corporations to furnish it with investment advice and recommendations to assist it in carrying out its
functions under this Agreement. The compensation paid to such other persons, associations or corporations by PIM for these services, and the other terms and conditions under which such services are to be rendered to PIM, shall be determined by an
agreement or agreements between PIM and such other persons, associations or corporations; provided, however, that any such agreement shall be in writing, and shall be subject to, and contain such provisions as are required by, the 1940 Act and the
rules, regulations and orders promulgated by the SEC thereunder. 
 PIM shall not be subject to any liability in connection with the
performance of its services under the Agreement in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its respective obligations or duties. 








 This Agreement is and shall be subject to, and interpreted in accordance with, the provisions of the 1940
Act and the rules, regulations and orders promulgated by the SEC thereunder. To the extent federal laws do not apply, the laws of Tennessee shall govern the Agreement. 

Effective as of this
15th day of November, 2007. 

 

			
	Provident Investment Management, LLC
		
	By:	 	 /s/    David G. Fussell

		 	David G. Fussell, President
	
	Allstate Assurance Company
	Separate Account B
		
	By:	 	 /s/    David G. Fussell

		 	David G. Fussell
		 	Chairman, Board of Managers