RECITALS:

                SECOND 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 000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx (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 (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-2 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-2.

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-2.

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 28th day of
September, 2000.

                                     THE PHOENIX EDGE SERIES FUND

                                     By: /s/ Xxxxx X. Xxx
                                         --------------------------------------
                                              Xxxxx X. Xxx
                                              President

                                     PHOENIX VARIABLE ADVISORS, INC.

                                     By: /s/ Xxxxxx X. Xxxxxx
                                         --------------------------------------
                                              Xxxxxx Xxxxxx
                                              Vice President/Compliance Officer





                                  SCHEDULE A-2

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

Phoenix-Xxxxxxx Xxxxxxxxx Global Value Series            0.90% on all assets

Phoenix-Xxxxxxx Xxxxxxxxx Small Cap Value Series         1.05% on all assets