Phoenix (PXGPE) SC 13D/A Stellus Private Credit BDC / Phoenix ownership change

Exhibit 99.3

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Common Shares of Beneficial Interest, par value $0.01 per share, beneficially owned by each of them, of Stellus Private Credit BDC, a Delaware partnership. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

Dated: May 27, 2024

SHOTFUT ASHRAI LO SACHIR - PHOENIX AMITIM	/s/ Eli Schwartz
	Name: Eli Schwartz
	Title: Deputy CEO, CFO, Head of Finance
	/s/ Haggai Schreiber
	Name: Haggai Schreiber
	Title: Chief Investments Officer, Deputy CEO

THE PHOENIX INSURANCE COMPANY LTD.	/s/ Eli Schwartz
	Name: Eli Schwartz
	Title: Deputy CEO, CFO, Head of Finance
	/s/ Haggai Schreiber
	Name: Haggai Schreiber
	Title: Chief Investments Officer, Deputy CEO

Phoenix Invest Direct Lending LP	/s/ Stuart Schapiro
	Name: Stuart Schapiro
	Title: Director
	/s/ Alex Shchuchensky
	Name: Alex Shchuchensky
	Title: CPA