EXHIBIT 6(A)(3)

                                 THIRD AMENDMENT















                THIRD AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

         THIS AMENDMENT made by and between The Phoenix Edge Series Fund, a
Massachusetts business trust having a place of business located at 101 Munson
Street, Greenfield, Massachusetts (the "Trust") and Phoenix Variable Advisors,
Inc., a Delaware corporation having a place of business located at One American
Row, Hartford, Connecticut (the "Advisor").


                                    RECITALS:

         The Trust and the Advisor entered into an Investment Advisory Agreement
effective as of December 14, 1999, and amended as of July 5, 2000 and September
28, 2000 (the "Agreement"), pursuant to which the Advisor agreed to provide
certain investment advisory and related services to the Trust. Section 2 of the
Agreement contemplated that Advisor would render such investment advisory
services to additional series of the Trust pursuant to a duly executed amendment
to Schedule A to the Agreement. The Trust now wishes to subject the additional
series described in Schedule A-3 attached hereto and made a part hereof (the
"Additional Series") to the terms and conditions set forth in the Agreement.

         Now, therefore, in consideration of the foregoing premises and other
good and valuable consideration, the parties hereto do hereby agree to amend the
Agreement as follows:

1.   Schedule A to the Agreement is hereby amended so as to reflect the
     inclusion of the Additional Series, as more particularly described in
     Schedule A-3.

2.   Section 8 of the Agreement is hereby amended in order to reflect that the
     Advisor shall be compensated for its services in connection with each
     Additional Series in accordance with the annual rates set forth in Schedule
     A-3.

3.   Except as herein above stated, all other terms and conditions set forth in
     the Agreement shall be and remain unmodified and in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment through
their undersigned duly executed officers as of this the 29th day of October,
2001.

                                 THE PHOENIX EDGE SERIES FUND

                                 By:      /s/ Simon Y. Tan
                                     -------------------------------------------
                                          Simon Y. Tan
                                          President

                                 PHOENIX VARIABLE ADVISORS, INC.

                                 By: /s/ Doreen Bonner
                                     -------------------------------------------
                                          Doreen Bonner
                                          Vice President/Compliance Officer












                                  SCHEDULE A-3

                  Series                                 Investment Advisory Fee
                  ------                                 -----------------------

Phoenix-AIM Mid-Cap Equity Series                                0.85%

Phoenix-Alliance/Bernstein Growth + Value Series                 0.85%

Phoenix-MFS Investors Growth Stock Series                        0.75%

Phoenix-MFS Investors Trust Series                               0.75%

Phoenix-MFS Value Series                                         0.75%