Exhibit 6(a)(6)

                Fifth Amendment to Investment Advisory Agreement






                FIFTH 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 "Fund") and Phoenix Investment Counsel,
Inc., a Massachusetts corporation having a place of business located at 56
Prospect Street, Hartford, Connecticut (the "Adviser").

                                    RECITALS

         The parties mutually desire to amend the Agreement as follows:

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

1.       Schedule C to the Agreement is hereby deleted in its entirety and
         Schedule C attached hereto substituted in its place.

2.       Except as expressly amended hereby, all provisions of the Agreement
         remain in full force and effect and are unchanged in all other
         respects. All initial capitalized terms used herein shall have such
         meaning as ascribed thereto in the Agreement, as amended. All terms and
         phrases in quotations shall have such meaning as ascribed thereto in
         the Investment Company Act of 1940, as amended.

3.       This Amendment shall become effective on the date first accepted by the
         Adviser which date is set forth on the signature page hereof.

4.       This Amendment may be executed in one or more counterparts, each of
         which shall be deemed to be an original and, all of which, when taken
         together, shall constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives as of this 12th day of August, 2003.

                                         THE PHOENIX EDGE SERIES FUND


                                         By: /s/ Sue Ann Collins
                                            ------------------------------------
                                         Name:    Sue Ann Collins
                                         Title:   President


PHOENIX INVESTMENT COUNSEL, INC.

By:/s/ Robert S. Driessen
   -----------------------------
Name:    Robert S. Driessen
Title:   Vice President


















                                            FEE SCHEDULE



                             SERIES                                INVESTMENT ADVISORY FEES

                                                            First              Next             Over
                                                         $250 million      $250 million     $500 million
                                                                                      
Phoenix-Goodwin Multi-Sector Short Term Bond Series         0.50%              0.45%           0.40%