FIRST AMENDMENT TO SUBADVISORY AGREEMENT

                              Exhibit 23(d)2(13)a

                First Amendment to Subadvisory Agreement between
                        Phoenix Investment Counsel, Inc.
                                      and
                Xxxxx Xxxxxxxx Xxxxxxx Investment Management, LLC
                                 dated 10/23/03





                                FIRST AMENDMENT
                            TO SUBADVISORY AGREEMENT

     THIS AMENDMENT made as of the 23rd day of October, 2003 amends that certain
Subadvisory Agreement dated as of August 9, 2002 (the "Agreement") by and
between Phoenix Investment Counsel, Inc. (the "Advisor) and Xxxxx Xxxxxxxx
Xxxxxxx Investment Management, LLC (the "Subadvisor), regarding the management
of the Phoenix-Kayne Large Cap Core Series and Phoenix-Kayne Small-Cap Quality
Value Series (the "Series") of The Phoenix Edge Series Fund (the "Fund") as
follows:

1.       Any and all references to the Phoenix-Kayne Large Cap Core Series shall
         hereafter refer to the Phoenix-Kayne Rising Dividends Series.

2.       Except as expressly amended hereby, all provisions of the Agreement
         shall 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
         Subadvisor which date is set forth above the Subadvisor'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.

                        PHOENIX INVESTMENT COUNSEL, INC.


                        By: /s/ Xxxxxx X. Xxxxxxxx
                           -----------------------------------------
                        Name: Xxxxxx X. Xxxxxxxx
                        Title: Vice President

                        XXXXX XXXXXXXX XXXXXXX INVESTMENT MANAGEMENT, LLC


                        By: /s/ Xxxxx X. Xxxxxx
                           ----------------------------------------
                        Name: Xxxxx X. Xxxxxx
                        Title: Chief Operating Officer