Exhibit (d) 1 (14)

              Third Amendment to the Investment Advisory Agreement






                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 "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 Fund and Adviser entered into an Investment Advisory Agreement
dated January 1, 1993, as amended (collectively, the "Agreement"), on behalf of
the Phoenix-Goodwin Money Market Series (formerly known as "Money Market
Series), Phoenix-Goodwin Multi-Sector Fixed Income Series (formerly known as
"Bond Series"), Phoenix-Engemann Capital Growth Series (formerly known as
"Phoenix-Goodwin Growth Series" and "Growth Series"), Phoenix-Oakhurst Strategic
Allocation Series (formerly known as "Total Return Series"), and
Phoenix-Aberdeen International Series (formerly known as "International
Series"), Phoenix-Seneca Strategic Theme Series (formerly known as "Strategic
Theme Series"), Phoenix-Kayne Large-Cap Core Series and Phoenix-Kayne Small-Cap
Quality Value Series, pursuant to which the Adviser agreed to provide certain
investment advisory and related services to the Fund.

         The parties mutually desire to amend the Agreement to reflect the
Adviser's existing duties to vote proxies on behalf of series of the Fund
managed by the Adviser and to reflect the Adviser's existing investment program
designed to manage cash, cash equivalents and short-term investments for each
such series.

         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.       Section 19 is hereby added as follows:

         "Proxies. The Adviser has, and shall continue to, review all proxy
         solicitation materials and be responsible for voting and handling all
         proxies in relation to the assets under management by the Adviser in
         accordance with such policies and procedures adopted or approved by the
         Fund from time to time. Unless otherwise instructed by the Fund, the
         Adviser may delegate such duties to one or more Subadvisors who will,
         in compliance with the proxy voting procedures of the Fund then in
         effect or approved by the Fund, vote or abstain from voting, all
         proxies solicited by or with respect to the issuers of securities in
         which assets of the Series may be invested. In the event that the
         Adviser exercises said delegation, it shall cause the Custodian to
         forward promptly to the Subadvisor all proxies upon receipt, so as to
         afford the Subadvisor a reasonable amount of time in which to determine
         how to vote such proxies. The Adviser shall cause such Subadvisor to
         provide the Adviser with quarterly proxy voting reports in such form as
         the Adviser may request from time to time, which reports shall then be
         presented to the Fund."

2.       Section 4 is hereby amended to include the following language:

         "With respect to managing the investment and reinvestment of the
         Series' assets, the Adviser may, at its election, provide, at its own
         expense, among other things, implementation of an investment program
         designed to manage cash, cash equivalents and short-term investments




         for a Series with respect to assets not designated from time to time to
         be managed by a subadvisor to any Series".

3.       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.

4.       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.

5.       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 November, 2002.

                                     THE PHOENIX EDGE SERIES FUND

                                     By:/S/Simon Y. Tan
                                        ----------------------------------
                                          Name: Simon Y. Tan
                                          Title: President


                                     PHOENIX INVESTMENT COUNSEL, INC.

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