Exhibit 6(a)(5)

                Fourth Amendment to Investment Advisory Agreement




                FOURTH 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 to reflect inclusion
of an "Additional Series" as such term is defined in Section 2 of the Agreement.

         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.       The Agreement is hereby amended to include the Phoenix-Goodwin
         Multi-Sector Short Term Bond Series as an "Additional Series".
         Paragraph 8(a) of the Agreement is hereby amended so as to reflect the
         advisory fees for managing said Series as more particularly described
         in the attached chart hereto and made a part of.

2.       Except as expressly amended hereby, all provisions of the Agreement
         remain in full force and effect and are unchanged in all 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 above the Adviser's name 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 9th day of May, 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
                                            $1 billion        $1+ billion       $2+ billion
                                                          through $2 billion
                                                                         
Phoenix-Goodwin Multi-Sector Short Term
   Bond Series                               0.55%              0.50%             0.45%