FIRST AMENDMENT TO THE DAVIDSON GROWTH PLUS, L.P.

Exhibit 3B

This First Amendment (this “Amendment”) is made and entered into as of October 15, 2008, and amends that certain Limited Partnership Agreement dated as of May 22, 1986 (the “Original Agreement”) of Davidson Growth Plus, L.P. (f/k/a ▇▇▇▇▇▇▇ Growth Plus, L.P.) (the “Partnership”), by and among ▇▇▇▇▇▇▇ Diversified Properties, Inc, a Tennessee corporation (“▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.

RECITALS

▇. ▇▇▇▇▇▇▇ was the original general partner of the Partnership.

B. Pursuant to an Amendment to the Certificate of Limited Partnership of the Partnership, ▇▇▇▇▇▇▇ withdrew as the general partner of the Partnership effective as of August 29, 1996 and Davidson Growth Plus GP Corporation, a Delaware corporation, was admitted as the general partner (the “General Partner”).

C. Pursuant to an Amendment to the Certificate of Limited Partnership of the Partnership, the Partnership’s name was changed from ▇▇▇▇▇▇▇ Growth Plus, L.P. to Davidson Growth Plus, L.P.

D. Article 16 of the Original Agreement provides that the term of the Partnership may be extended upon a vote of the majority of the Limited Partners. Article 15 of the Original Agreement provides that the General Partner, without seeking approval from the Limited Partners, may amend the agreement to change the name of the partnership and to cure any ambiguity.

E. The General Partner has received the consent of a majority of the Limited Partners with regard to the extension of the term.

F. The General Partner has determined that this Amendment is desirable to extend the term of the Partnership and to amend the language of the Original Agreement to reflect the change in the Partnership’s name and general partner.

AGREEMENT

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined herein have the respective meanings set forth in the Original Agreement.

2. Amendment.

(a) The Original Agreement is hereby amended by deleting Section 4 and replacing it in its entirety as follows:

The Partnership commenced as of the 22nd day of May, 1986, and shall continue until the 31st day of December 2021, unless previously terminated in accordance with the provisions of this Partnership Agreement.