SCHEDULE 14C
(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
Exchange Act of 1934

Check the appropriate box:

[ ] Preliminary information statement [ ] Confidential, for use of
the Commission only (as
[X] Definitive information statement permitted by Rule 14c-5(d)(2))

RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
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(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange
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RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
C/O THE ALTMAN GROUP, INC.
1275 VALLEY BROOK AVENUE
LYNDHURST, NEW JERSEY 07071

March 23, 2004

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Dear Limited Partner:

The attached Information Statement, dated March 23, 2004 (the
"Information Statement"), describes the withdrawal of Winthrop Financial
Associates, A Limited Partnership, a Maryland limited partnership (the
"Withdrawing General Partner"), as general partner of Riverside Park Associates
Limited Partnership, a Delaware limited partnership (the "Partnership"), and the
substitution of AIMCO/Riverside Park Associates GP, LLC, a Delaware limited
liability company (the "Nominee General Partner"), as general partner of the
Partnership (the "Replacement").

Affiliates of the Withdrawing General Partner and the Nominee General
Partner have entered into an agreement for the transfer of the interest
currently held by the Withdrawing General Partner in exchange for cash and the
redemption of certain interests held by affiliates of the Nominee General
Partner. In order to effect the Replacement, the general partnership interest in
your Partnership will be transferred through intermediary legal entities, but
only the Nominee General Partner will be substituted as a general partner of the
Partnership. The Nominee General Partner is a wholly owned subsidiary of AIMCO
Properties, L.P., a Delaware limited partnership (the "AIMCO Operating
Partnership").

Affiliates of the AIMCO Operating Partnership and the Nominee General
Partner have been managing the day-to-day operations of your Partnership and its
property since approximately October 1997, when they acquired interests in your
Partnership from affiliates of the Withdrawing General Partner and entered into
certain agreements with the Withdrawing General Partner. The Replacement,
however, will permit the Nominee General Partner, which is controlled by the
AIMCO Operating Partnership to take or propose certain extraordinary actions
relating to your Partnership without the need for any consent from the
Withdrawing General Partner.

The AIMCO Operating Partnership has been managing the day-to-day
operations of the Partnership since October 1, 1998. The AIMCO Operating
Partnership is of the opinion that the day-to-day operations of the Partnership
and the other management responsibilities of the general partner should be
coordinated through a single general partner. Through the experience of the
AIMCO Operating Partnership, the Nominee General Partner has had significant
experience in managing other partnerships that own multifamily housing, and is
of the opinion that it has sufficient capacity to make all the operating and
strategic decisions with respect to your Partnership.

The AIMCO Operating Partnership and its affiliates hold approximately
67.44% of the outstanding limited partnership interests of your Partnership
("Units") and have indicated they will consent to the Replacement. Affiliates of
the Withdrawing General Partner do not hold any of the outstanding Units.
Pursuant to the terms of your Partnership's agreement of limited partnership, as
amended, (the "Partnership Agreement"), the consent of investor limited partners
of the Partnership (the "Limited Partners") owning more than 50% of the
aggregate number of Units owned by all Limited Partners is required to approve
the Replacement. Therefore the AIMCO Operating Partnership and the Withdrawing
General Partner and their affiliates can and will vote to approve the
Replacement without the vote of any other Limited Partner. However, as described
in the attached Information Statement, the Withdrawing General Partner and the
AIMCO Operating Partnership will not consummate the Replacement if Limited
Partners holding a majority of the Units held by Limited Partners who are not
affiliates of the AIMCO Operating Partnership object in writing to the
Replacement in the manner described in the attached Information Statement.
Therefore, if holders of 92.44 Units, or 16.28% of the outstanding Units, object
to the Replacement in the manner described in the attached Information
Statement, the Replacement will not be consummated.

The Withdrawing General Partner and the Nominee General Partner have a
conflict of interest with respect to the Replacement. As a result, neither makes
any recommendation as to whether Limited Partners should object to the
Replacement.

If the Replacement is approved and consummated, you will own the same
class and quantity of interest in the Partnership as you owned in the
Partnership prior to consummation of the Replacement. You will not receive any
consideration as a result of the consummation of the Replacement. There will not
be any tax consequence to the Limited Partners or the Partnership solely as a
result of the Replacement. Upon consummation of the Replacement, the existing
Partnership Agreement will govern the relationship among the partners of the
Partnership after the effective time of the transfer to the Nominee General
Partner, except that it will provide that the Withdrawing General Partner is no
longer a general partner and that the Nominee General Partner is a general
partner. More information about the Nominee General Partner, the background
leading to the Replacement, and the terms of the Replacement are set forth in
the attached Information Statement.

LIMITED PARTNERS ARE NOT ENTITLED TO DISSENTERS' APPRAISAL RIGHTS UNDER
APPLICABLE LAW OR THE PARTNERSHIP AGREEMENT IN CONNECTION WITH THE REPLACEMENT.

Questions and requests for assistance may be directed to the
Information Agent, The Altman Group, Inc., at its address set forth below.

WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP

THE INFORMATION AGENT IS:

THE ALTMAN GROUP, INC.

<Table>

By Mail: By Overnight Courier: By Hand:

1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
(800) 217-9608 (800) 217-9608 (800) 217-9608

By Facsimile: For Information please call:

(201) 460-0050 TOLL FREE (800) 217-9608
</Table>

RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
C/O THE ALTMAN GROUP, INC.
1275 VALLEY BROOK AVENUE
LYNDHURST, NEW JERSEY 07071

March 23, 2004

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Dear Limited Partner:

This Information Statement is being furnished to the investor limited
partners (the "Limited Partners") as of the close of business on March 19, 2004
in connection with the withdrawal of Winthrop Financial Associates, A Limited
Partnership, a Maryland limited partnership (the "Withdrawing General Partner")
as general partner of Riverside Park Associates Limited Partnership, a Delaware
limited partnership (the "Partnership"), and the substitution of AIMCO/Riverside
Park Associates GP, LLC, a Delaware limited liability company (the "Nominee
General Partner") as general partner of the Partnership (the "Replacement").
This Information Statement is being mailed to the Limited Partners on or about
March 23, 2004.

Affiliates of the AIMCO Operating Partnership and the Nominee General
Partner have been managing the day-to-day operations of your Partnership and its
properties since approximately October 1997, when they acquired interests in
your Partnership from affiliates of the Withdrawing General Partner and entered
into certain agreements with the Withdrawing General Partner. The Replacement
will permit the Nominee General Partner, which is controlled by the AIMCO
Operating Partnership, to take or propose certain extraordinary actions relating
to your Partnership without the need for any consent from the Withdrawing
General Partner.

to approve the Replacement. Therefore the AIMCO Operating Partnership and the
Withdrawing General Partner and their affiliates can and will vote to approve
the Replacement without the vote of any other Limited Partner. However, as
described in this Information Statement, the Withdrawing General Partner and the
AIMCO Operating Partnership will not consummate the Replacement if Limited
Partners holding a majority of the Units held by Limited Partners who are not
affiliates of the AIMCO Operating Partnership object in writing to the
Replacement in the manner described in this Information Statement. Therefore, if
holders of 92.44 Units, or 16.28% of the outstanding Units, object to the
Replacement in the manner described in this Information Statement, the
Replacement will not be consummated.

THE WITHDRAWING GENERAL PARTNER AND THE NOMINEE GENERAL PARTNER HAVE A
CONFLICT OF INTEREST WITH RESPECT TO THE REPLACEMENT. AS A RESULT, NEITHER MAKES
ANY RECOMMENDATION AS TO WHETHER LIMITED PARTNERS SHOULD OBJECT TO THE
REPLACEMENT.

LIMITED PARTNERS ARE NOT ENTITLED TO DISSENTERS' APPRAISAL RIGHTS UNDER
APPLICABLE LAW OR THE PARTNERSHIP AGREEMENT IN CONNECTION WITH THE REPLACEMENT.

IN ORDER TO BE EFFECTIVE, NOTICES OF OBJECTION MUST BE RECEIVED BY THE
INFORMATION AGENT BEFORE MIDNIGHT, NEW YORK CITY TIME, ON APRIL 22, 2004 UNLESS
SUCH DATE IS EXTENDED BY THE WITHDRAWING GENERAL PARTNER IN ITS DISCRETION. SUCH
DATE, AS SO EXTENDED, IS REFERRED TO IN THIS INFORMATION STATEMENT AS THE
"EXPIRATION DATE."

Questions and requests for assistance may be directed to the
Information Agent, The Altman Group, Inc., by mail at 1275 Valley Brook Avenue,
Lyndhurst, New Jersey 07071; by fax at (201) 460-0050, or by telephone at (800)
217-9608.

FORWARD-LOOKING AND OTHER STATEMENTS

This Information Statement contains certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, that are subject to risks and uncertainties. Forward-looking statements
include information with respect to the Partnership's, the Withdrawing General
Partner's and the Nominee General Partner's intent, opinions or expectations.

Forward-looking statements in this Information Statement are identified
by words or phrases identifying the Partnership's or the General Partner's
opinion, such as "anticipate," "believe," "estimate," "expect," "intend," "may
be," "objective,' "plan," "predict," "project," and "will be" or similar words
and phrases (or the opposite). Actual events or results may differ materially
from those discussed in forward-looking statements as a result of various
factors, including, without limitation, those discussed elsewhere in this
Information Statement.

Information contained in this Information Statement regarding the
Withdrawing General Partner, its business, affiliates, beliefs and intentions is
based solely on information provided by the Withdrawing General Partner.

THE REPLACEMENT

YOU WILL NOT RECEIVE ANY CONSIDERATION AS A RESULT OF THE REPLACEMENT.

Background of Ownership of the AIMCO Operating Partnership. In October
1997, Insignia Financial Group, Inc. ("Insignia") acquired (1) 100% of the Class
B common stock of First Winthrop Corporation ("FWC"), and (2) an associate
general partnership interest in the Withdrawing General Partner, which provided
Insignia with the exclusive rights to direct certain day-to-day operational
activities of partnerships (including your Partnership). Insignia also acquired,
or contracted to acquire, limited partnership interests in certain of those
partnerships, including your Partnership. Affiliates of the Withdrawing General
Partner remained as general partners of these partnerships, with the exclusive
right and authority to direct the activities of the partnerships, including your
Partnership, except to the extent granted to Insignia and its affiliates, as
more fully described below.

On October 1, 1998, AIMCO merged with Insignia (the "Insignia Merger").
As a result of the Insignia Merger, AIMCO acquired approximately 51% of the
outstanding common shares of beneficial interest of Insignia Properties Trust
("IPT"). On October 31, 1998, IPT and AIMCO entered into an agreement and plan
of merger, dated as of October 1, 1998, pursuant to which IPT merged with AIMCO
on February 26, 1999. AIMCO then contributed IPT's interest in Insignia
Properties L.P., IPT's operating partnership, to AIMCO's wholly owned
subsidiary, AIMCO/IPT, Inc. An affiliate of AIMCO also replaced IPT as the sole
general partner of Insignia Properties L.P. As a result, a subsidiary of AIMCO
acquired Insignia's interest in FWC, the Withdrawing General Partner, and your
Partnership.

An affiliate of the AIMCO Operating Partnership, NHP Management
Company, is the Withdrawing General Partner's associate general partner, but
does not have any economic interest in the Withdrawing General Partner. Under
the Withdrawing General Partner's agreement of limited partnership, the general
partner has the authority to manage and set policies for the Withdrawing General
Partner, and the associate general partner may not take part in managing or
controlling the Withdrawing General Partner. The AIMCO Operating Partnership is
of the opinion that it does not control the actions of the Withdrawing General
Partner or their affiliates not otherwise affiliated with the AIMCO Operating
Partnership.

Limitations on Rights of the Withdrawing General Partner and the AIMCO
Operating Partnership. Under the Withdrawing General Partner's partnership
agreement, the associate general partner of the Withdrawing General Partner has
authority to manage certain day-to-day operations of the Partnership. An
affiliate of the AIMCO Operating Partnership currently is the associate general
partner of the managing general partner. Through the partnership agreement, the
AIMCO Operating Partnership is able to control the day-to-day operations of the
Partnership.

However, the Withdrawing General Partner's partnership agreement
provides that the associate general partner may not take certain actions
("Extraordinary Actions") without the consent of the general partner of the
Withdrawing General Partner, Linnaeus Associates Limited Partnership. Those
Extraordinary Actions include, but are not limited to, most removals,
substitutions or withdrawals of general partners and certain amendments to the
Partnership Agreement. The Replacement will permit the Nominee General Partner
to approve the Extraordinary Actions without the consent of the Withdrawing
General Partner.

Background of the Replacement. The AIMCO Operating Partnership has been
managing the day-to-day operations of the Partnership since the Insignia Merger.
The AIMCO Operating Partnership is of the opinion that the day-to-day operations
of the Partnership and the other management responsibilities of the general
partner should be coordinated through a single general partner. Through the
experience of the AIMCO Operating Partnership, the Nominee General Partner has
had significant experience in managing other partnerships that own multifamily
housing, and is of the opinion that it has sufficient capacity to make all the
operating and strategic decisions with respect to your Partnership.

In early 2003, the AIMCO Operating Partnership and affiliates of the
Withdrawing General Partner began discussions as to whether the AIMCO Operating
Partnership could acquire the general partnership interest in the Partnership in
its totality, without any further obligation to obtain the consent of the
Withdrawing General Partner for Extraordinary Actions. The AIMCO Operating
Partnership is of the opinion that it will be easier to make

decisions with respect to the Partnership, including decisions to fund
operational shortfalls, if it can take or propose all actions with respect to
the Partnership, including Extraordinary Actions. The AIMCO Operating
Partnership agreed to pay a total of (i) approximately $1,100,000, (ii) all 200
shares of the Class B common stock of FWC, and (iii) the associate general
partnership interest in the Withdrawing General Partner, in exchange for 33
general and limited partnership interests, including the purchase of a 3%
general partnership interest in your Partnership for an allocated price of
$1,000 and a portion of the associate general partner interest in the
Withdrawing General Partner.

Implementation of the Replacement. If Limited Partners holding a
majority of the Units held by Limited Partners who are not affiliates of the
Withdrawing General Partner or the AIMCO Operating Partnership do not object in
writing to the Replacement in the manner described in this Information
Statement, the Replacement will be approved and consummated. Upon consummation
of the Replacement, the AIMCO Operating Partnership and its affiliates will own
approximately 68.41% of the total partnership interest of the Partnership,
comprised of a 3% general partner interest in the Partnership and approximately
67.44% of the outstanding Units.

Effect of the Replacement. Decisions with respect to the day-to-day
management of the Partnership are the responsibility of the general partner. The
Withdrawing General Partner and the AIMCO Operating Partnership are of the
opinion that the Replacement will not have any effect on the operations of the
Partnership, except as noted below. The AIMCO Operating Partnership and its
affiliates will be able to substantially influence or control the outcome of
many significant Partnership decisions. Under the Partnership Agreement, Limited
Partners holding a majority of the outstanding Units must approve certain
extraordinary transactions, including the removal of the general partner, most
amendments to the Partnership Agreement, and the sale of all or substantially
all of the Partnership's assets. Because the general partner of the Partnership
will be a subsidiary of the AIMCO Operating Partnership after consummation of
the Replacement, the AIMCO Operating Partnership will control the management of
the Partnership without the consent of the Withdrawing General Partner.

Treatment. Upon consummation of the Replacement, all rights and
interest with respect to the general partner interest will be deemed transferred
from the Withdrawing General Partner to the Nominee General Partner, including
without limitation, all allocations of profit and loss for tax purposes, as if
the Replacement had been consummated on April 1, 2004.

Directors, Officers and Governing Documents. The members, partners, and
stockholders of each of the Nominee General Partner, and its officers and
directors, immediately prior to the consummation of the Replacement will be the
members, partners, and stockholders of the Nominee General Partner, and its
officers and directors, upon the consummation of the Replacement. The
Partnership Agreement, as modified to reflect the withdrawal of the Withdrawing
General Partner and the admission of the Nominee General Partner, will be the
agreement and certificate of limited partnership of the Partnership after the
transfer to the Nominee General Partner.

Succession. Upon consummation of the Replacement, the Withdrawing
General Partner will not have any further right to participate in the management
or operation of the Partnership or to receive future allocations of profits and
losses, any distributions from the Partnership or any other funds or assets of
the Partnership. All of these rights will be transferred to the Nominee General
Partner upon the consummation of the Replacement.

Third Party Consents. None of the parties will be required to
consummate the transfer to the Nominee General Partner if required approval of
any persons or entities, including, without limitation, the United States
Department of Housing and Urban Development, any state housing authority or
agency, lenders, bond trustees, and credit enhancers, of the transfer has not
been obtained.

Termination. If certain conditions to the transfer to the Nominee
General Partner are not fulfilled prior to September 30, 2004, the agreement
relating to the Replacement may be terminated by any party to the agreement.

Tax Consequences. There will not be any tax consequence to the Limited
Partners or the Partnership solely as a result of the Replacement. See "Tax
Consequence of the Replacement."

Approval. March 19, 2004 is the record date (the "Record Date") for
determining Limited Partners entitled to receive this Information Statement. The
AIMCO Operating Partnership and its affiliates own approximately

67.44% of the outstanding Units, and have indicated they will consent to the
Replacement. Affiliates of the Withdrawing General Partner do not hold any of
the outstanding Units. Pursuant to the Partnership Agreement, the consent of
Limited Partners owning more than 50% of the aggregate number of Units owned by
all Limited Partners is required to approve the Replacement. Therefore the AIMCO
Operating Partnership and the Withdrawing General Partner and their affiliates
can and will vote to approve the Replacement without the vote of any other
Limited Partner. However, as described in this Information Statement, the
Withdrawing General Partner and the AIMCO Operating Partnership will not
consummate the Replacement if Limited Partners holding a majority of the Units
held by Limited Partners who are not affiliates of the AIMCO Operating
Partnership object in writing to the Replacement in the manner described in this
Information Statement. Therefore, if holders of 92.44 Units, or 16.28% of the
outstanding Units, object to the Replacement in the manner described in this
Information Statement, the Replacement will not be consummated.

Power of Attorney. The Partnership Agreement grants a power of attorney
to the general partner of the Partnership to amend the Partnership Agreement and
file amendments with the appropriate government authority to reflect the
withdrawal of a general partner and the admission of a new general partner. The
Nominee General Partner, the Withdrawing General Partner, or both will prepare
these amendments to reflect the withdrawal of the Withdrawing General Partner
and the admission of the Nominee General Partner. In addition, appropriate
amendments will be filed with the appropriate government authority pursuant to
this power of attorney.

Appraisal Rights. Limited Partners are not entitled to appraisal rights
permitting them to seek a judicial determination of the value of their
Partnership interests under applicable law.

Future Plans of the Nominee General Partner and the AIMCO Operating
Partnership. Except as disclosed in this Information Statement, the Nominee
General Partner and the AIMCO Operating Partnership do not have any specific
intention with respect to the Partnership that would involve any of the
following transactions: (i) payment of extraordinary distributions; (ii)
refinancing, reducing or increasing existing indebtedness of the Partnership;
(iii) sales or exchanges of the Property; (iv) additional purchases of interests
in the Partnership; and (v) mergers or other consolidation transactions
involving the Partnership. However, the Nominee General Partner will be able to
consider those transactions and may recommend them to the Partnership for
approval or, if no other partnership approvals are required, effect those
transactions as the general partner of the Partnership. The AIMCO Operating
Partnership and the Nominee General Partner may consider any of the foregoing
transactions in the future, and the AIMCO Operating Partnership reviews its
portfolio of investments from time to time to consider those transactions.
Transactions could involve transactions involving other limited partnerships in
which the Nominee General Partner or its affiliates serve as general partners,
or a combination of the Partnership with one or more existing, publicly traded
entities (including, possibly, affiliates of AIMCO), in any of which Limited
Partners might receive cash, common stock or other securities or consideration.
There is no assurance, however, as to when or whether any of the transactions
referred to above might occur. If the Partnership enters into a transaction, the
AIMCO Operating Partnership will participate in the benefits of that transaction
to the extent of its ownership of interests in the Partnership.

TAX CONSEQUENCES OF THE REPLACEMENT

THE FOLLOWING SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES IS BASED UPON CURRENT U.S. FEDERAL TAX LAW WHICH IS SUBJECT TO
CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. THIS SUMMARY IS FOR GENERAL
INFORMATION ONLY AND DOES NOT ADDRESS ALL ASPECTS OF U.S. FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT IN THE PARTICULAR CIRCUMSTANCES OF EACH LIMITED
PARTNER OR TO LIMITED PARTNERS SUBJECT TO SPECIAL TREATMENT UNDER THE CODE. IN
ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES. PLEASE CONSULT YOUR TAX ADVISOR IF YOU HAVE CONCERNS THAT YOU
BELIEVE APPLY TO YOUR TAX SITUATION.

In general, the Nominee General Partner is of the opinion that the
Replacement will not have any tax consequences to the Limited Partners or the
Partnership.

The transfer to the Nominee General Partner, along with other sales or
exchanges of interests in the Partnership that have occurred within the 12-month
period ending on the date that the Replacement is effected, may cause a
termination of the Partnership for federal income tax purposes (a
"Termination"). The Nominee General Partner does not believe that the transfer
of the general partnership interest to it will cause a Termination because an
insufficient number of interests in the Partnership have been transferred in the
last 12 months. If a Termination does occur, however, the Partnership's taxable
year will close as of the date of the Replacement, and the Partnership will be
required to file a final federal partnership return as of that date reporting
its income, gain, loss and other tax items on such return. This may, among other
things, result in acceleration of the recognition by the partners of any income
or gain from the Partnership's operations in a taxable period that is earlier
than the taxable period in which such income or gain otherwise would have been
recognized if the Partnership had not terminated. In addition, while generally
the adjusted tax basis in the Partnership's assets will be the same as the
Partnership's basis in such assets immediately before the Replacement, the
Partnership will be permitted to increase the basis of its assets to the extent
the provisions of Code Section 754 apply. However, a Termination may require
that the Partnership recalculate the depreciable lives of its assets, which
could result in the assets being depreciated over a longer period of time than
if there had been no Termination. If this were to occur, the annual average
depreciation deductions allocable to the partners may decrease for a number of
years following the transfer to the Nominee General Partner (thereby increasing
the taxable income allocable to such partners), but would not have any effect on
the total depreciation deductions available over the useful lives of the assets.

RISK FACTORS

THE REPLACEMENT HAS CERTAIN RISKS AND DISADVANTAGES. Please carefully
consider the following risk factors.

RISK FACTORS IF THE REPLACEMENT IS APPROVED

THE REPLACEMENT WILL ENABLE THE AIMCO OPERATING PARTNERSHIP TO OBTAIN
APPROVAL OF SIGNIFICANT DECISIONS WITHOUT HAVING TO OBTAIN THE APPROVAL OF THE
WITHDRAWING GENERAL PARTNER. Decisions with respect to the day-to-day management
of the Partnership are the responsibility of the general partner of the
Partnership. However, under the Partnership Agreement, Limited Partners holding
more than 50% of the Units owned by all Limited Partners must approve certain
transactions, including the removal of the general partner, most amendments to
the Partnership Agreement, and the sale of all or substantially all of the
Partnership's assets.

The AIMCO Operating Partnership and its affiliates own 382.89, or
67.44%, of the outstanding Units of your Partnership. Because the AIMCO
Operating Partnership and its affiliates own more than 50% of the outstanding
Units, it has the ability to control most votes of the Limited Partners.

Upon the consummation of the transfer of the general partnership
interest to the Nominee General Partner, the AIMCO Operating Partnership will be
able to approve Extraordinary Actions without the consent of the Withdrawing
General Partner or its affiliates, subject to the restrictions on actions by the
general partner contained in the Partnership Agreement.

THE NOMINEE GENERAL PARTNER WILL CONTINUE TO HAVE CONFLICTS OF
INTEREST. The Nominee General Partner is an affiliate of the AIMCO Operating
Partnership. Accordingly, the Nominee General Partner will have conflicts of
interest in the capacity as general partner of the Partnership. The Nominee
General Partner is a limited liability company and has fiduciary duties to its
members, which may from time to time conflict with its fiduciary duties to the
Limited Partners or the Partnership. The conflicts of interest include the fact
that a decision to remove, for any reason, the Nominee General Partner from its
position as a general partner of the Partnership could result in a decrease or
elimination of the substantial management and other fees paid to the Nominee
General Partner for managing the Partnership. Also, an affiliate of the AIMCO
Operating Partnership is the property manager of your Partnership, and receives
fees for managing the Property, as provided in the Partnership Agreement.

In 2003, the Partnership paid approximately $421,000 (through September
30) in property management fees to affiliates of the AIMCO Operating
Partnership, and reimbursed the AIMCO Operating Partnership and its affiliates
approximately $439,000 (through September 30). The Partnership Agreement
provides for certain payments to affiliates of the AIMCO Operating Partnership
for services based on a percentage of revenue and an

annual partnership and investor service fee which is subject to a 6% annual
increase. For 2003, the annual partnership and investor service fee was
approximately $264,000. The Partnership also paid to AIMCO and its affiliates
approximately $167,000 for insurance coverage and fees associated with policy
claims administration during the nine months ended September 30, 2003.

In addition, because AIMCO and the Partnership both invest in apartment
properties, these properties may compete with one another for tenants.
Furthermore, AIMCO may acquire properties in the general market area where the
Partnership's Property is located. AIMCO and its affiliates believe that this
concentration of properties in a general market area will facilitate overall
operations through collective advertising efforts and other operational
efficiencies. In managing its properties, AIMCO will attempt to reduce conflicts
between competing properties by referring prospective customers to the property
considered to be most conveniently located for the customer's needs.

RISK FACTORS IF THE REPLACEMENT IS NOT APPROVED

EXTRAORDINARY ACTIONS WILL REQUIRE THE CONSENT OF THE WITHDRAWING
GENERAL PARTNER'S GENERAL PARTNER. Through an affiliate of the AIMCO Operating
Partnership, the AIMCO Operating Partnership controls the day-to-day operations
of the Partnership. However, the Withdrawing General Partner's partnership
agreement provides that the associate general partner of the Withdrawing General
Partner may not take Extraordinary Actions without the consent of the general
partner of the Withdrawing General Partner. Those Extraordinary Actions include,
but are not limited to, most removals, substitutions or withdrawals of general
partners of the Partnership and certain amendments to the Partnership Agreement.

IT WILL BE MORE DIFFICULT FOR THE AFFILIATES OF THE AIMCO OPERATING
PARTNERSHIP TO OPERATE THE PARTNERSHIP. Although an affiliate of the AIMCO
Operating Partnership controls the day-to-day operations of the Partnership,
Extraordinary Actions are subject to the approval of the Withdrawing General
Partner. Because its control is limited in this manner, it may be more difficult
for the affiliate of the AIMCO Operating Partnership to take actions with
respect to the Partnership.

GENERAL PARTNER'S RECOMMENDATION

The Withdrawing General Partner has a conflict of interest and does not
make any recommendation as to whether Limited Partners should object to the
Replacement. In entering into agreements in connection with the Replacement, the
Withdrawing General Partner considered the experience of the AIMCO Operating
Partnership in managing multifamily properties such as those held by the
Partnership, the experience of the AIMCO Operating Partnership in managing the
Partnership's properties since October 1, 1998, and the fact that it will be
administratively easier for affiliates of the AIMCO Operating Partnership to
continue to operate the Partnership if the Nominee General Partner is the
managing general partner of the Partnership.

INFORMATION ABOUT YOUR PARTNERSHIP, THE NOMINEE GENERAL PARTNER AND THE
AIMCO OPERATING PARTNERSHIP

The Partnership. RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP is a
limited partnership organized under the laws of the State of Delaware on May 14,
1986. Its primary business is real estate ownership and related operations. The
Partnership was formed for the purpose of acquiring, improving, maintaining,
operating, leasing, selling, disposing of, and otherwise dealing with the
Partnership's Property. The general partner of the Partnership is Winthrop
Financial Associates, A Limited Partnership. Your Partnership's principal
executive offices are currently located at 55 Beattie Place, P. O. Box 1089,
Greenville, South Carolina 29602.

Limited Partners. As of January 26, 2004, there were 273 Limited
Partners of record and 567.79 Units issued and outstanding. Except as noted
below, no person or entity was known by the Partnership to be the beneficial
owner of more than 5% of the Units of the Partnership as of December 31, 2003.

<Table>
<Caption>
ENTITY NUMBER OF UNITS PERCENT OF TOTAL
------ --------------- ----------------

Insignia Financial Group, Inc. 200.66 35.34%
(an affiliate of AIMCO)

AIMCO Properties, L.P. 182.23 32.09%
(an affiliate of AIMCO)
</Table>

Property Management. An affiliate of the Nominee General Partner serves
as manager of the Property. Pursuant to the management agreement between the
property manager and the Partnership, the property manager operates the
Property, establishes rental policies and rates and directs marketing
activities. The property manager also is responsible for maintenance, the
purchase of equipment and supplies, and the selection and engagement of all
vendors, suppliers and independent contractors. The property manager is entitled
to receive 4% of tenant rent collections from the Property for providing
property management services.

General Partners' Fees and Reimbursements. The Withdrawing General
Partner is entitled to receive reimbursements and fees for management of the
Partnership and other services provided to the Partnership. Currently, those
reimbursements are paid to an affiliate of the AIMCO Operating Partnership. Upon
the consummation of the Replacement, the Nominee General Partner will be
entitled to receive all such fees and reimbursements.

Financial Information. For more information regarding your Partnership
and the Property, please refer to the Annual Report of the Partnership on Form
10-K for the year ended December 31, 2002 and the Quarterly Reports on Form 10-Q
for the periods ended March 31, 2003, June 30, 2003 and September 30, 2003 and
other reports and documents that your Partnership has filed with the SEC.

The Nominee General Partner. AIMCO/Riverside Park Associates GP, LLC, a
Delaware limited liability company, is a new entity formed for the purpose of
performing the duties of a general partner of the Partnership.

The Nominee General Partner is controlled and beneficially owned by the
AIMCO Operating Partnership and AIMCO.

The AIMCO Operating Partnership. The AIMCO Operating Partnership is a
Delaware limited partnership. Together with its subsidiaries, it conducts
substantially all of the operations of AIMCO. AIMCO is a self-administered and
self-managed real estate investment trust, or REIT, engaged in the acquisition,
ownership, management and redevelopment of apartment properties. As of December
31, 2003, AIMCO owned or managed a real estate portfolio of 1,629 apartment
properties containing 287,560 apartment units located in 47 states, the District
of Columbia and Puerto Rico. Based on apartment unit data compiled by the
National Multi Housing Council, as of December 31, 2003, AIMCO was the largest
REIT owner and operator of apartment properties in the United States. Its
portfolio includes garden style, mid-rise and high-rise properties and we serve
approximately one million residents per year.

AIMCO owns an equity interest in, and consolidates the majority of, the
properties in its owned real estate portfolio. These properties represent its
consolidated properties. In addition, AIMCO has an equity interest in, but does
not consolidate, certain properties that are accounted for under the equity
method. These properties represent its unconsolidated properties. Additionally,
AIMCO manages (both property and asset) but does not own an equity interest in
other properties, although in certain cases it may indirectly own generally less
than one percent of the operations of such properties through a partnership
syndication or other fund. The equity holdings and managed properties are as
follows as of December 31, 2003:

<Table>
<Caption>
TOTAL PORTFOLIO
------------------------
PROPERTIES UNITS
---------- ---------

Consolidated properties 679 174,172
Unconsolidated properties 441 62,823
Property managed for third parties 96 11,137
Asset managed for third parties 413 39,428
--------- ---------
Total 1,629 287,560
========= =========
</Table>

AIMCO's Class A Common Stock is listed and traded on the New York Stock
Exchange under the symbol "AIV."

The AIMCO Operating Partnership's general partner is AIMCO-GP, Inc., a
Delaware corporation, which is a wholly-owned subsidiary of AIMCO. AIMCO's,
AIMCO GP's, the AIMCO Operating Partnership's and the Nominee General Partner's
principal executive offices are located at 4582 South Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237, and their telephone number is (303)
757-8101.

The names, positions and business addresses of the directors and
executive officers of AIMCO and the Nominee General Partner, as well as a
biographical summary of the experience of such persons for the past five years
or more, are set forth on Annex I attached hereto and are incorporated in this
Information Statement by reference.

AIMCO, the AIMCO Operating Partnership and your Partnership are subject
to the information and reporting requirements of the Securities Exchange Act of
1934, as amended, and, in accordance therewith, file reports and other
information with the SEC relating to each company's business, financial
condition and other matters, including the complete financial statements
summarized below. Such reports and other information may be inspected at the
public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of such material can also be
obtained from the Public Reference Room of the SEC in Washington, D.C. at
prescribed rates. The SEC also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
In addition, information filed by AIMCO with the New York Stock Exchange may be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.

For more information regarding AIMCO and the AIMCO Operating
Partnership, please refer to their respective Annual Reports on Form 10-K for
the year ended December 31, 2003 (particularly the management's discussion and
analysis of financial condition and results of operations) and other reports and
documents filed with the SEC.

NOTICE OF OBJECTION

APPROVAL OF THE REPLACEMENT REQUIRES THE WRITTEN CONSENT OF LIMITED
PARTNERS OWNING MORE THAN 50% OF THE AGGREGATE NUMBER OF UNITS OWNED BY ALL
LIMITED PARTNERS. THE REPLACEMENT WILL NOT BE CONSUMMATED IF LIMITED PARTNERS
HOLDING A MAJORITY OF THE UNITS OWNED BY LIMITED PARTNERS WHO ARE NOT AFFILIATED
WITH THE WITHDRAWING GENERAL PARTNER OR THE AIMCO OPERATING PARTNERSHIP OBJECT
IN WRITING TO THE REPLACEMENT BY DELIVERING A NOTICE OF OBJECTION AS PROVIDED
HEREIN. EACH OF THE LIMITED PARTNERS OF RECORD AS OF THE RECORD DATE IS ENTITLED
TO OBJECT TO THE REPLACEMENT.

As of the Record Date, there were 567.79 Units issued and outstanding.
The AIMCO Operating Partnership and its affiliates hold approximately 67.44% of
the outstanding Units of your Partnership and have

indicated they will consent to the Replacement. Affiliates of the Withdrawing
General Partner do not hold any of the outstanding limited partnership interests
of your Partnership. Pursuant to the Partnership Agreement, the consent of
Limited Partners owning more than 50% of the aggregate number of Units owned by
all Limited Partners is required to approve the Replacement. Therefore the AIMCO
Operating Partnership and the Withdrawing General Partner and their affiliates
can and will vote to approve the Replacement without the vote of any other
Limited Partner. However, the Withdrawing General Partner and the AIMCO
Operating Partnership will not consummate the Replacement if Limited Partners
holding a majority of the Units held by Limited Partners who are not affiliates
of the AIMCO Operating Partnership object in writing to the Replacement on the
attached Notice of Objection. Therefore, if holders of 92.44 Units, or 16.28% of
the outstanding Units, object to the Replacement as provided in this Information
Statement, the Replacement will not be consummated. Abstentions on the enclosed
Notice of Objection will not be treated as objections.

LIMITED PARTNERS WHO DESIRE TO OBJECT TO THE REPLACEMENT SHOULD DO SO
BY SIGNING, DATING AND DELIVERING THE NOTICE OF OBJECTION INCLUDED WITH THIS
INFORMATION STATEMENT TO THE INFORMATION AGENT BY MAIL IN THE SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT PURPOSE, BY OVERNIGHT COURIER OR BY
FACSIMILE AT THE ADDRESS OR FACSIMILE NUMBER SET FORTH ABOVE AND ON THE NOTICE
OF OBJECTION, ALL IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED IN THIS
INFORMATION STATEMENT.

All Notices of Objection that are properly completed, signed and
delivered to the Information Agent prior to the Expiration Date and not properly
revoked (see "Revocation of Objection" below) will be given effect in accordance
with the specifications contained in the Notice of Objection.

All Notices of Objection must be executed in exactly the same manner as
the name(s) in which ownership of the Units is registered. If the Units to which
a Notice of Objection relates are held by two or more joint holders, all of
those holders should sign the Notice of Objection. If a Notice of Objection is
signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary, agency or representative capacity, such person must so indicate when
signing and submit with the Notice of Objection evidence satisfactory to the
Partnership of authority to execute the Notice of Objection.

All questions as to the validity, form and eligibility (including time
of receipt) regarding the Notices of Objection will be determined by the
Withdrawing General Partner in its sole discretion, which determination will be
conclusive and binding. The Withdrawing General Partner reserves the right to
reject any or all Notices of Objection that are not in proper form. The
Withdrawing General Partner also reserves the right to waive any defects,
irregularities or conditions of delivery as to particular Notices of Objection.
Unless waived, all such defects or irregularities in connection with the
delivery of Notices of Objection must be cured within such time as the
Withdrawing General Partner determines. Neither the Withdrawing General Partner,
the Nominee General Partner nor any of their respective affiliates or any other
persons shall be under any duty to give any notification of any such defects,
irregularities or waivers, nor shall any of them incur any liability for failure
to give such notification. Deliveries of Notices of Objection will not be deemed
to have been made until any irregularities or defects contained in the Notices
of Objection have been cured or waived. The interpretations of the Withdrawing
General Partner shall be conclusive and binding.

Revocation of Objection. Any Limited Partner who has delivered a Notice
of Objection to the Information Agent may revoke the Notice of Objection by
delivering to the Information Agent a written notice of revocation prior to
midnight, New York City time, on the Expiration Date. In order to be effective,
a notice of revocation of the instructions set forth in a Notice of Objection
must (i) contain the name of the person who delivered the Notice of Objection,
(ii) be in a writing delivered to the Information Agent stating that the prior
Notice of Objection is revoked, (iii) be signed by the Limited Partner in the
same manner as the original signature on the Notice of Objection, and (iv) be
received by the Information Agent prior to midnight, New York City time, on the
Expiration Date at one of its addresses or the fax number set forth on the
Notice of Objection. A purported notice of revocation that lacks any of the
required information, is dispatched to an improper address or facsimile number
or is not received in a timely manner will not be effective to revoke the
instructions set forth in a Notice of Objection previously given. A revocation
of the instructions set forth in a Notice of Objection can only be accomplished
in accordance with the foregoing procedures. A LIMITED PARTNER MAY NOT REVOKE
THE INSTRUCTIONS

SET FORTH IN THE NOTICE OF OBJECTION AFTER MIDNIGHT, NEW YORK CITY TIME, ON THE
EXPIRATION DATE.

The signed Notice of Objection should be sent or delivered by each
partner to the Information Agent at the address set forth below.

Questions and requests for assistance may be directed to the
Information Agent at the address set forth below.

THE INFORMATION AGENT IS:

THE ALTMAN GROUP, INC.

<Table>

By Mail, Overnight Courier & Hand: By Facsimile: For Information please call:

1275 Valley Brook Avenue (201) 460-0050 TOLL FREE (800) 217-9608
Lyndhurst, New Jersey 07071
(800) 217-9608
</Table>

ANNEX I

OFFICERS AND DIRECTORS

The names and positions of the executive officers of Apartment
Investment and Management Company ("AIMCO") and AIMCO-GP, Inc. ("AIMCO-GP") and
the Nominee General Partner are set forth below. The directors of AIMCO are also
set forth below. The two directors of AIMCO-GP are Terry Considine and Peter
Kompaniez. The officers and directors of NHP Management Company ("NHP"), the
associate general partner of the Withdrawing General Partner are also noted
below. Unless otherwise indicated, the business address of each executive
officer and director is 4582 South Ulster Street Parkway, Suite 1100, Denver,
Colorado 80237. Each executive officer and director is a citizen of the United
States of America. All titles refer to titles with AIMCO, AIMCO-GP and the
Nominee General Partner, except as otherwise indicated.

<Table>
<Caption>
NAME POSITION
---- --------

Terry Considine................................ Chairman of the Board of Directors and Chief Executive
Officer

Peter K. Kompaniez............................. Vice Chairman, President* and Director

Jeffrey Adler.................................. Executive Vice President - Property Operations

Harry G. Alcock................................ Executive Vice President and Chief Investment Officer

Miles Cortez................................... Executive Vice President, General Counsel and Secretary

Joseph DeTuno.................................. Executive Vice President - Redevelopment

Randall J. Fein................................ Executive Vice President - Student Housing

Patti K. Fielding.............................. Executive Vice President - Securities and Debt

Lance J. Graber................................ Executive Vice President - AIMCO Capital

Paul J. McAuliffe.............................. Executive Vice President and Chief Financial Officer;
Executive Vice President and Chief Financial Officer of NHP

Ron Monson..................................... Executive Vice President and Head of Property Operations;
Director of NHP

Jim Purvis..................................... Executive Vice President - Human Resources

David Robertson................................ President and Chief Executive Officer - AIMCO Capital

James N. Bailey................................ Director

Richard S. Ellwood............................. Director

J. Landis Martin............................... Director

Thomas L. Rhodes............................... Director
</Table>

* Mr. Kompaniez is relinquishing his title of President effective April 1, 2004.
Pending appointment of a chief operating officer, Mr. Considine will serve as
President, in addition to his continued duties as Chairman of the Board of
Directors and Chief Executive Officer.

<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Terry Considine..................... Mr. Considine has been Chairman and Chief Executive Officer of AIMCO
and AIMCO-GP since July 1994. Mr. Considine serves as Chairman of
the Board of Directors of American Land Lease, Inc. (formerly Asset
Investors Corporation and Commercial Asset Investors, Inc.), another
public real estate investment trust. Mr. Considine has been and
remains involved as a principal in a variety of other business
activities.

Jeffrey Adler....................... Mr. Adler was appointed Executive Vice President, Conventional
Property Operations in January 2003. Previously he served as Senior
Vice President of Risk Management of AIMCO from January 2002 until
November 2002, when he added the responsibility of Senior Vice
President, Marketing. Prior to joining AIMCO, Mr. Adler was Vice
President, Property/Casualty for Channelpoint, a software company
from 2000 to 2002. From 1990 to 2000 Mr. Adler held several
positions at Progressive Insurance including Colorado General
Manager from 1996 to 2000, Product Manager for Progressive Insurance
Mountain Division from 1992 to 1996, and Director of Corporate
Marketing from 1990 to1992. Mr. Adler received a B.A. from Yale
University and a MBA from the Wharton School of the University of
Pennsylvania.

Peter K. Kompaniez.................. Mr. Kompaniez has been Vice Chairman and a director of AIMCO since
July 1994 and was appointed President in July 1997. Mr. Kompaniez
has also served as Chief Operating Officer of NHP Incorporated,
which was acquired by AIMCO in December 1997. From 1986 to 1993, he
served as President and Chief Executive Officer of Heron Financial
Corporation ("HFC"), a United States holding company for Heron
International, N.V.'s real estate and related assets. While at HFC,
Mr. Kompaniez administered the acquisition, development and
disposition of approximately 8,150 apartment units (including 6,217
units that have been acquired by AIMCO) and 3.1 million square feet
of commercial real estate.

Harry G. Alcock..................... Mr. Alcock served as a Vice President of AIMCO from July 1996 to
October 1997, when he was promoted to Senior Vice President -
Acquisitions. Mr. Alcock served as Senior Vice
President-Acquisitions until October 1999, when he was promoted to
Executive Vice President and Chief Investment Officer. Mr. Alcock
has held responsibility for AIMCO's acquisition and financing
activities since July 1994. From June 1992 until July 1994, Mr.
Alcock served as Senior Financial Analyst for PDI and HFC. From
1988 to 1992, Mr. Alcock worked for Larwin Development Corp., a Los
Angeles-based real estate developer, with responsibility for raising
debt and joint venture equity to fund land acquisition and
development. From 1987 to 1988, Mr. Alcock worked for Ford
Aerospace Corp. He received his B.S. from San Jose State
University.
</Table>

A-2

<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Miles Cortez........................ Mr. Cortez was appointed Executive Vice President, General Counsel
and Secretary in August 2001. Since December 1997, Mr. Cortez has
been a founding partner and the senior partner of the law firm of
Cortez Macaulay Bernhardt & Schuetze LLC. From August 1993 to
November 1997, Mr. Cortez was a partner in the law firm of McKenna &
Cuneo, LLP. Mr. Cortez was the President of the Denver Bar
Association from 1982-1983; was Chairman of the Ethics Committee of
the Colorado Bar Association from 1977-1978, was President of the
Colorado Bar Association from 1996-1997, and was a member of the
American Bar Association House of Delegates from 1990-1995. Mr.
Cortez is a Life Fellow of the Colorado Bar Foundation and American
Bar Foundation. Mr. Cortez has been listed in the national
publication "The Best Lawyers in America" for business litigation
for the past ten years.

Joseph DeTuno....................... Mr. DeTuno was appointed Executive Vice President-Redevelopment of
AIMCO in February 2001. Mr. DeTuno has been Senior Vice
President-Property Redevelopment of AIMCO since August 1997. Mr.
DeTuno was previously President and founder of JD Associates, his
own full service real estate consulting, advisory and project
management company that he founded in 1990.

Randall J. Fein..................... Mr. Fein was appointed Executive Vice President in October 2003. He
is responsible for Student Housing. Prior to joining AIMCO, Mr.
Fein was president of the general partner of Texas First L.P. and
Income Apartment Investors L.P. Mr. Fein is a 1977 graduate of the
University of Texas at Austin. He also received a J.D. from the
University of Texas at Austin in 1980.

Patti K. Fielding................... Ms. Fielding was appointed Executive Vice President in February
2003. She is responsible for securities and debt financing and the
treasury department. From January 2000 to February 2003, Ms.
Fielding served as Senior Vice President - Securities and Debt. Ms.
Fielding joined the Company in February 1997 and served as Vice
President-Tenders, Securities and Debt until January 2002. Prior to
joining the Company, Ms. Fielding was a Vice President with Hanover
Capital Partners from 1996 to 1997, Vice Chairman, Senior Vice
President and Principal of CapSource Funding Corp from 1993 to 1995,
and Group Vice President with Duff & Phelps Rating Co. from 1987 to
1993.

Lance Graber........................ Mr. Graber was appointed Executive Vice President - Acquisitions in
October 1999. His principal business function is acquisitions.
Prior to joining AIMCO, Mr. Graber was an Associate from 1991
through 1992 and then a Vice President from 1992 through 1994 at
Credit Suisse First Boston engaged in real estate financial advisory
services and principal investing. He was a Director there from 1994
to May 1999, during which time he supervised a staff of seven in the
making of principal investments in hotel, multi-family and assisted
living properties. Mr. Graber received a B.S. and an M.B.A. from
the Wharton School of the University of Pennsylvania.
</Table>

A-3

<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

Paul J. McAuliffe................... Mr. McAuliffe has been Executive Vice President of AIMCO since
February 1999 and was appointed Chief Financial Officer in October
1999. Prior to joining AIMCO, Mr. McAuliffe was Senior Managing
Director of Secured Capital Corporation and prior to that time had
been a Managing Director of Smith Barney, Inc. from 1993 to 1996,
where he was a key member of the underwriting team that led AIMCO's
initial public offering in 1994. Mr. McAuliffe was also a Managing
Director and head of the real estate group at CS First Boston from
1990 to 1993 and he was a Principal in the real estate group at
Morgan Stanley & Co., Inc. from 1983 to 1990. Mr. McAuliffe
received a B.A. from Columbia College and an MBA from University of
Virginia, Darden School.

Ron Monson.......................... Mr. Monson was appointed Executive Vice President and Head of
Property Operations of AIMCO on February 6, 2001. Mr. Monson has
been with AIMCO since 1997 and was promoted to Divisional Vice
President in 1998. Prior to joining AIMCO, Mr. Monson worked for 13
years in operations management positions in the lawn care and
landscaping industries, principally with True Green/Chemlawn. Mr.
Monson received a Bachelor of Science from the University of
Minnesota and a Masters in Business Administration from Georgia
State University.

Jim Purvis.......................... Mr. Purvis was appointed Executive Vice President in February 2003.
He is responsible for AIMCO's Human Resources and People
Initiatives. Mr. Purvis has over 20 years of executive strategic
human resources experience. Prior to joining AIMCO, he was Vice
President, HR at SomaLogic, a privately funded biotechnology
company. He was a principal in O(3)C Global Organization Solutions,
and has held executive human resources and operations management
positions in ALCOA (Aluminum Company of America), Texas Air/ Eastern
Airlines, Starwood/Westin Hotels and Resorts, and
Tele-Communications (TCI) Technology, Inc. Mr. Purvis holds a BA
in communications and modern languages from the University of Notre
Dame.

David Robertson..................... Mr. Robertson was appointed Executive Vice President - Affordable
Properties in February 2002. He is responsible for affordable
property operations, refinancing and other value creation within the
Company's affordable portfolio. Prior to joining the Company, Mr.
Robertson was a member of the investment-banking group at Smith
Barney from 1991 to 1996, where he was responsible for real estate
investment banking transactions in the western United States, and
was part of the Smith Barney team that managed AIMCO's initial
public offering in 1994. Since February 1996, Mr. Robertson has
been Chairman and Chief Executive Officer of Robeks Corporation, a
privately held chain of specialty food stores.
</Table>

A-4

<Table>
<Caption>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------

James N. Bailey..................... Mr. Bailey was appointed a Director of AIMCO in June 2000. In 1973,
Cambridge Associates, Inc. Mr. Bailey co-founded Cambridge Associates, Inc., which is an
1 Winthrop Square, investment consulting firm for non-profit institutions and wealthy
Suite 500 family groups. He is also Co-Founder, Treasurer and Director of The
Boston, MA 02110 Plymouth Rock Company, Direct Response Corporation and Homeowners'
Direct Corporation, each of which is a United States personal lines
insurance company. He received his M.B.A. and J.D. degrees in 1973
from Harvard Business School and Harvard Law School.

Richard S. Ellwood.................. Mr. Ellwood was appointed a Director of AIMCO in July 1994 and is
12 Auldwood Lane currently Chairman of the Audit Committee and a member of the
Rumson, NJ 07660 Compensation Committee. Mr. Ellwood is the founder and President of
R.S. Ellwood & Co., Incorporated, a real estate investment banking
firm. Prior to forming R.S. Ellwood & Co., Incorporated in 1987,
Mr. Ellwood had 31 years experience on Wall Street as an investment
banker, serving as: Managing Director and senior banker at Merrill
Lynch Capital Markets from 1984 to 1987; Managing Director at
Warburg Paribas Becker from 1978 to 1984; general partner and then
Senior Vice President and a director at White, Weld & Co. from 1968
to 1978; and in various capacities at J.P. Morgan & Co. from 1955 to
1968. Mr. Ellwood currently serves as a director of Felcor Lodging
Trust, Incorporated and Florida East Coast Industries, Inc.

J. Landis Martin.................... Mr. Martin was appointed a director of AIMCO in July 1994 and became
199 Broadway Chairman of the Compensation Committee on March 19, 1998. Mr.
Suite 4300 Martin is a member of the Audit Committee. Mr. Martin has served as
Denver, CO 80202 President and Chief Executive Officer of NL Industries, Inc., a
manufacturer of titanium dioxide, since 1987. Mr. Martin has served as
Chairman of Tremont Corporation ("Tremont"), a holding company operating
though its affiliates Titanium Metals Corporation ("TIMET") and NL
Industries, Inc. ("NL"), since 1990 and as Chief Executive Officer and a
director of Tremont since 1988. Mr. Martin has served as Chairman of
TIMET, an integrated producer of titanium, since 1987 and Chief
Executive Officer since January 1995. From 1990 until its acquisition by
a predecessor of Halliburton Company ("Halliburton") in 1994, Mr. Martin
served as Chairman of the Board and Chief Executive Officer of Baroid
Corporation, an oilfield services company. In addition to Tremont, NL
and TIMET, Mr. Martin is a director of Halliburton, which is engaged in
the petroleum services, hydrocarbon and engineering industries, and
Crown Castle International Corporation, a communications company.
</Table>

A-5

<Table>

Thomas L. Rhodes.................... Mr. Rhodes was appointed a Director of AIMCO in July 1994 and is a
215 Lexington Avenue member of the Audit and Compensation Committees. Mr. Rhodes has
4th Floor served as the President and a Director of National Review magazine
New York, NY 10016 since November 1992, where he has also served as a Director since
1998. From 1976 to 1992, he held various positions at Goldman, Sachs &
Co. and was elected a General Partner in 1986 and served as a General
Partner from 1987 until November 1992. He is currently Co-Chairman of
the Board, Co-Chief Executive Officer and a Director of American Land
Lease, Inc. He also serves as a Director of Delphi Financial Group and
its subsidiaries, Delphi International Ltd., Oracle Reinsurance Company
and the Lynde and Harry Bradley Foundation.
</Table>

A-6

APPENDIX A

REDEMPTION AND CONTRIBUTION AGREEMENT

REDEMPTION AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of
December 1, 2003, between Winthrop Financial Associates, A Limited Partnership,
a Maryland limited partnership ("Winthrop"), and NHP Management Company, a
Delaware corporation ("NHP").

WITNESSETH:

WHEREAS, Winthrop holds general and limited partnership interests (the
"Partnership Interests") as indicated in each of the limited partnerships listed
on Schedule 1 hereto (the "Partnerships");

WHEREAS, NHP is the Associate General Partner of Winthrop pursuant to
the terms of that certain Second Amended and Restated Agreement of Limited
Partnership of Winthrop, dated October 27, 1997, among Linnaeus Associates
Limited Partnership, Londonderry Holdings LLC and NHP, as amended by that
certain Amendment No. 1, dated as of February 26, 1999 (as amended, the
"Partnership Agreement");

WHEREAS, pursuant to that certain Allocation Agreement, dated of even
date herewith, among Winthrop, First Winthrop Corporation, W.T. Limited
Partnership, NHP and AIMCO Properties, L.P. (the "Allocation Agreement"), the
parties thereto have set forth the amount allocable to each Partnership
Interest;

WHEREAS, NHP desires to cause wholly-owned subsidiaries to acquire the
Partnership Interests in complete redemption of its interest in Winthrop, and
Winthrop has agreed to permit such redemption, all upon the terms and conditions
set forth herein;

WHEREAS, prior to the redemption, NHP will transfer its interest as an
Associate General Partner to its wholly owned subsidiary, AIMCO/New WFA
Associates Partner, LLC, a Delaware limited liability company ("New NHP"), and
NHP will cause New NHP to abide by the terms of this Agreement as fully as if it
were NHP hereunder, and all references to NHP herein shall be deemed references
to New NHP, and the parties hereto have obtained the necessary consents for the
transfer of the Associate General Partner interest to New NHP;

NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements and other good and valuable consideration hereinafter set
forth, the parties hereto, intending to be legally bound, do hereby agree as
follows:

ARTICLE FIRST
CLOSING

1.1 The Closing. The closing of the transactions set forth in Sections
1.2 and 1.3 of this Article FIRST, which may occur on one or more occasions as
hereinafter contemplated (each, a "Closing"), shall take place at the offices of
Winthrop's Attorney, 100 Jericho Quadrangle, Suite 214, Jericho, New York 11753
and at such time or times as hereinafter set forth:

(i) In the event that Limited Partner Consent (as hereinafter
defined) has been obtained on or prior to sixty days from the date hereof (the
"First Consent Date") with respect to all of the Partnerships and the other
conditions set forth in Articles FIFTH and SIXTH hereof have been satisfied or
waived, the Closing shall take place at 10:00 A.M., New York City time, on the
third business day following the First Consent Date, or at such other time on
such date, or on such other date, as Winthrop and NHP may agree;

(ii) In the event that Limited Partner Consent with respect to
all of the Partnerships has not been obtained on or prior to the First Consent
Date, the Closing with respect to those Partnerships for which Limited Partner
Consent has been obtained on or prior to the First Consent Date shall take place
at 10:00 A.M., New York City time, on the third business day following the First
Consent Date, or at such other time on such date, or on such other date, as
Winthrop and NHP may agree;

(iii) In the event that Limited Partner Consent with respect
to all of the Partnerships has not been obtained on or prior to the First
Consent Date but Limited Partner Consent is obtained with respect to one or more
Partnerships following the First Consent Date, the Closing with respect to those
Partnerships for which Limited Partner Consent has been obtained subsequent to
the First Consent Date shall take place on such date(s) and at such time(s) as
Winthrop and NHP may agree, but with respect to any such Partnership, not more
than 15 business days following the notice of any party to the others that
Limited Partner Consent has been obtained.

As used herein, the date of such Closing is referred to as the "Closing Date"
and the time on such Closing Date is referred to as the "Closing Time".

1.2 Contribution by NHP. On each Closing Date, immediately prior to the
transaction contemplated by Section 1.3 hereof, NHP shall make a capital
contribution in immediately available funds to Winthrop equal to the amount set
forth in the Allocation Agreement for each Partnership Interest for which
Limited Partner Consent has been obtained and which Partnership Interest is to
be distributed to it pursuant to Section 1.3 hereof.

1.3 Redemption of Interest. On each Closing Date, immediately following
the transaction contemplated by Section 1.2 hereof, Winthrop shall transfer to
NHP (or its designee), in full, in the event that following such transfer all of
the Partnership Interests will have been transferred to NHP, or partial, in the
event that following such transfer all of the Partnership Interests will not
have then been transferred, redemption of NHP's interest in Winthrop, all of the
Partnership Interests for which Limited Partner Consent shall have been obtained
and which have not then previously been transferred to NHP.

ARTICLE SECOND
REPRESENTATIONS AND WARRANTIES OF WINTHROP

Winthrop hereby represents and warrants to NHP that:

2.1 Organization; Good Standing. Winthrop is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Maryland. Winthrop has the requisite partnership power and authority to conduct
its business in the manner now conducted.

2.2 Authorization and Enforceability. Winthrop has all requisite power
and authority to execute, deliver and, upon receipt of the Limited Partner
Consent (as defined in Section 4.1 hereto) perform this Agreement. Except for
the receipt of Limited Partner Consent, all necessary proceedings of Winthrop
have been taken to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by Winthrop and, upon
the receipt of Limited Partner Consent, this Agreement constitutes the legal,
valid and binding obligation of Winthrop enforceable as to it in accordance with
its terms, except as the same may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization, fraudulent conveyance and other similar
laws of general application relating to or affecting the rights of creditors.

2.3 Ownership of the Partnership Interests. Good title to the
Partnership Interests is owned by Winthrop free and clear of all pledges,
security interests, liens, charges, encumbrances, restrictions and claims of
every kind other than the liabilities and obligations applicable to the
ownership of the Partnership Interests as set forth in the Partnership
Agreement.

2.4 No Conflict. The execution, delivery and performance of this
Agreement does not conflict with or result in any breach of any of the terms,
conditions or provisions of, or (with or without the giving of notice or the
passage of time or both) constitute a default under the Partnership Agreement,
or violate any provision of any law or regulation applicable to Winthrop.

2.5 Approvals and Consents. No consent, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority or any court or other tribunal,
domestic or foreign, is required by Winthrop in connection with the execution,
delivery and performance of this Agreement.

2.6 Litigation. There is no litigation pending, or to Winthrop's
knowledge threatened, that questions the validity of this Agreement or that, if
adversely determined, could reasonably be expected to have a material adverse
effect on the ability of Winthrop to perform its obligations under this
Agreement or on any Partnership Interest transferred pursuant to this Agreement,
and there is not in existence any judgment that could reasonably be expected to
have a material adverse effect on the ability of Winthrop to perform its
obligations under this Agreement or on any Partnership Interest transferred
pursuant to this Agreement.

2.7 No Rights to Purchase Partnership Interests. Except as provided in
the Partnership Agreement, no person, firm, corporation or other entity has any
right or option to purchase or otherwise acquire all or any part of the
Partnership Interests.

2.8 No Brokers or Other Fees. No broker, finder or investment banker is
entitled to any brokerage, finder or other fee or commission in connection with
the transactions contemplated by this Agreement.

2.9 FIRPTA. In order to induce the AIMCO to waive the requirement of
withholding tax under Section 1445 of the Internal Revenue Code of 1986, as
amended (the "Code"), Winthrop represents and warrants that (a) Winthrop is a
United States citizen, (b) Winthrop is not a foreign person for purposes of
Section 1445 of the Internal Revenue Code, and (c) Winthrop's correct and
complete Taxpayer Identification Number is set forth below Winthrop's signature
hereon.

ARTICLE THIRD
REPRESENTATIONS AND WARRANTIES OF NHP

NHP hereby represents and warrants to Winthrop that:

3.1 Organization; Good Standing. NHP is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
NHP has the requisite corporate power and authority to conduct its business in
the manner now conducted.

3.2 Authorization and Enforceability. NHP has all requisite power and
authority to execute, deliver and perform this Agreement. All necessary
proceedings of NHP have been taken to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by NHP and this Agreement constitutes the legal, valid and binding
obligation of NHP enforceable as to it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance and other similar laws of general
application relating to or affecting the rights of creditors.

3.3 No Conflict. The execution, delivery and performance of this
Agreement does not conflict with or result in any breach of any of the terms,
conditions or provisions of, or (with or without the giving of notice or the
passage of time or both) constitute a default under the Partnership Agreement or
the organizational documents of NHP, or any indenture, lease, agreement or other
material instrument to which NHP or a Partnership is a party or by which NHP or
a Partnership is bound or violate any provision of any law or regulation
applicable to NHP or a Partnership.

3.4 Approvals and Consents. No consent, approval, order, license,
certificate or permit of or from, or declaration or filing with, any federal,
state, local or other governmental authority or any court or other tribunal,
domestic or foreign, is required by NHP in connection with the execution,
delivery and performance of this Agreement.

3.5 Litigation. There is no litigation pending, or to NHP's knowledge
threatened, that questions the validity of this Agreement or that, if adversely
determined, could reasonably be expected to have a material adverse effect on
the ability of NHP to perform its obligations under this Agreement, and there is
not in existence any judgment that could reasonably be expected to have a
material adverse effect on the ability of NHP to perform its obligations under
this Agreement.

3.6 No Brokers or Other Fees. No broker, finder or investment banker is
entitled to any brokerage, finder or other fee or commission in connection with
the transactions contemplated by this Agreement.

ARTICLE FOURTH
LIMITED PARTNER CONSENT

4.1 Limited Partner Consent. NHP covenants and agrees with Winthrop
that, to the extent required pursuant to the terms of the organizational
documents of a Partnership, NHP shall seek the consent of the limited partners
of each Partnership for which consent is required to consummate the transactions
contemplated hereby (the "Limited Partner Consent"). NHP shall prepare all such
documentation necessary to seek the Limited Partner Consent (the "Solicitation
Documents") and such Solicitation Documents shall comply with all applicable
laws, rules and regulations. To the extent necessary, the Solicitation Documents
shall be forwarded to the limited partners of the applicable Partnership as soon
as practicable but not later than 15 days after the date hereof; provided,
however, the Solicitation Documents with respect to Riverside Park Associates
Limited Partnership ("Riverside Park") shall be filed with the Securities and
Exchange Commission within 45 days of the date hereof and shall be distributed
to the limited partners of Riverside Park on the earliest date permitted by
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended. NHP shall, and it shall cause its affiliates to, vote all units of
limited partnership interest held by NHP and its affiliates in the Partnerships
in favor of the transfer of the Partnership Interests as contemplated hereby.
The parties shall cause the current general partners of the applicable
Partnership to recommend that the limited partners of the applicable Partnership
vote in favor of the transfer of the applicable Partnership Interest and
Winthrop shall, and shall cause its affiliates to, vote all units of limited
partnership interest held by Winthrop and its affiliates in the applicable
Partnership in favor of the transfer of the applicable Partnership Interest as
contemplated hereby. Winthrop covenants and agrees with NHP that it will
cooperate in all reasonable respects with NHP in seeking the Limited Partners
Consent. All costs associated with seeking and obtaining Limited Partner Consent
shall be borne by NHP or the relevant Partnership.

ARTICLE FIFTH
CONDITIONS TO OBLIGATIONS OF NHP

The obligations of NHP under this Agreement are subject to the
satisfaction, at or prior to each Closing Date, of all of the conditions set out
below in this Article FIFTH. NHP may waive any or all of such conditions in
whole or in part in its sole discretion.

5.1 Representations and Warranties Correct. The representations and
warranties of Winthrop made in this Agreement shall be true and correct in all
material respects on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing Date.

5.2 Full Performance. Winthrop shall have performed and complied in all
material respects with the covenants, conditions, terms and agreements to be
performed and complied with by it on or before the Closing Date.

5.3 Officer's Certificate. NHP shall have received a certificate from
Winthrop certifying to the compliance by Winthrop of the conditions set forth in
Sections 5.1 and 5.2.

5.4 Limited Partner Consent. Limited Partner Consent shall have been
received with respect to each of the Partnerships whose Partnership Interests
are to be transferred on the applicable Closing Date pursuant to Section 1.2 or
1.3 hereof.

5.5 Assignment and Assumption. Winthrop shall have executed and
delivered to NHP an Assignment and Assumption Agreement in the form annexed
hereto as Exhibit A (the "Assignment") with respect to each Partnership
Interest.

5.6 Amendment to Partnership Agreement. Winthrop shall have executed
and delivered to NHP an amendment to the Partnership Agreement evidencing the
withdrawal of NHP as the Associate General Partner of Winthrop (the "Partnership
Agreement Amendment").

5.7 Amendment to Organizational Documents of Partnerships. Winthrop
shall have executed and delivered to NHP an amendment to the organizational
documents of each of the Partnerships whose Partnership Interests are to be
transferred on the applicable Closing Date (the "Partnership Agreement
Amendments") pursuant to Section 1.2 or 1.3 hereof evidencing the withdrawal of
Winthrop as the general partner of such Partnership and the admission of NHP as
the successor general partner, in form and substance acceptable to Winthrop in
its reasonable discretion.

ARTICLE SIXTH
CONDITIONS TO OBLIGATIONS OF WINTHROP

The obligations of Winthrop under this Agreement are subject to the
satisfaction, at or prior to the Closing Date, of all of the conditions set
forth below in this Article SIXTH. Winthrop may waive any or all of such
conditions in whole or in part in its sole discretion.

6.1 Representations and Warranties Correct. The representations and
warranties of NHP made in this Agreement shall be true and correct in all
material respects on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing Date.

6.2 Full Performance. NHP shall have performed and complied in all
material respects with the covenants, conditions, terms and agreements to be
performed and complied with by it on or before the Closing Date.

6.3 Officer's Certificate. Winthrop shall have received a certificate
of the President or Vice-President of NHP (without any personal liability to
such officer) certifying to the compliance by NHP of the conditions set forth in
Sections 6.1 and 6.2.

6.4 Limited Partner Consent. Limited Partner Consent shall have been
received with respect to each of the Partnerships whose Partnership Interests
are to be transferred on the applicable Closing Date pursuant to Section 1.2 or
1.3 hereof.

6.5 Assignment and Assumption. New NHP or its designee shall have
executed and delivered to Winthrop an Assignment with respect to each
Partnership Interest.

6.6 Release of Apollo. NHP shall have, on the date hereof, executed and
delivered to Apollo Real Estate Investment Fund, L.P. and Apollo Real Estate
Investment Fund II, L.P. (collectively "Apollo") a release which releases Apollo
together with their respective partners, employees, agents, and affiliates from
any and all obligations pursuant to that certain Guaranty, dated as of October
27, 1997 made for the benefit of Insignia Financial Group, Inc. and IPT I, LLC
and their respective successors and assigns.

6.7 Amendment to Partnership Agreement. NHP shall have executed and
delivered to Winthrop the Partnership Agreement Amendment for those Partnerships
whose Partnership Interests are to be transferred on the applicable Closing Date
pursuant to Section 1.2 or 1.3 hereof.

ARTICLE SEVENTH
SURVIVAL; INDEMNIFICATION

7.1 Survival of Representations and Warranties. Except as otherwise
provided herein, the representations and warranties contained in this Agreement
shall survive the Closing for a period ending on the first anniversary of the
Closing Date; except that the representations and warranties set forth in
Section 2.3 hereof shall survive until the expiration of the applicable statute
of limitations. No party shall be entitled to assert any right of
indemnification hereunder unless notice of such assertion (describing the basis
therefor in reasonable detail to the extent then known) is given by the
Indemnified Party (as defined in Section 7.4) as provided in Section 7.4 no
later than the applicable date on which the representation or warranty with
respect to which the claim for indemnification is being made expires in
accordance with the foregoing. In the event that the Closing occurs
notwithstanding actual knowledge by any party hereto (whether by notice or
otherwise) of a breach of any representation or warranty of

another party under this Agreement, such party shall not be entitled to any
remedy against any such other breaching party hereto with respect to, or for
damages arising out of or as a result of, such breach and such party's
consummation of the transactions contemplated hereby and participation in the
Closing shall constitute a waiver and release by such party of any such breach.

7.2 Indemnification by Winthrop. Subject to the limitations heretofore
set forth and in Section 7.1, Winthrop shall indemnify NHP, its affiliates,
shareholders, directors, officers, employees and agents for, and shall defend
and hold NHP harmless from, against and with respect to all loss, liability,
damage and expense (including, without limitation, reasonable attorneys' fees
and costs and expenses incurred in investigating any claim) (collectively,
"Damages"), incurred by NHP as a result of or arising from (i) any breach or
failure of any written representation, warranty, covenant or agreement of
Winthrop contained in this Agreement; (ii) the material failure of Winthrop to
perform any agreement required hereunder or under any agreement entered into in
connection herewith to be performed by Winthrop, (iii) the transfer,
distribution or dividending of a Partnership Interest to Winthrop; and (iv) all
actions, suits and proceedings arising out of the foregoing including, without
limitation, any Damages arising out of an action, suit or proceeding relating to
the Limited Partner Consent and based solely on information provided by Winthrop
and set forth in the Soliciting Documents.

7.3 Indemnification by NHP. Subject to the limitations heretofore set
forth and in Section 7.1, NHP shall indemnify Winthrop and its affiliates,
partners, directors, officers and employees for, and shall defend and hold
harmless each of them from, against and with respect to any Damages incurred by
any of them, as a result of, or arising from, (i) any breach or failure of any
written representation, warranty, covenant or agreement of NHP contained in this
Agreement; (ii) the material failure of NHP to perform any agreement required
hereunder or under any agreement entered into in connection herewith to be
performed by NHP and (iii) all actions, suits and proceedings incident to the
foregoing, including, without limitation, any Damages arising out of an action,
suit or proceeding relating to (1) the Partnership Interests or the Partnership
to which Winthrop is made a party to the extent that the facts and circumstances
of such action, suit or proceeding arose after the Closing Time or (2) the
Limited Partner Consent unless such action, suit or proceeding is based solely
on information provided by Winthrop and set forth in the Soliciting Documents.

7.4 General Procedure. The provisions of Sections 7.2 and 7.3 are
expressly subject to the following: A party that may be entitled to
indemnification under this Article SEVENTH (an "Indemnified Party") shall give
notice to the party obligated to indemnify it (an "Indemnifying Party") with
reasonable promptness upon becoming aware of the claim or other facts upon which
a claim for indemnification or reimbursement will be based; the notice shall set
forth such information with respect thereto as is then reasonably available to
the Indemnified Party. The Indemnifying Party shall have the right to undertake
the defense of any such claim asserted by a third party and the Indemnified
Party shall cooperate in such defense and make available all records and
materials requested by the Indemnified Party in connection therewith. The
Indemnified Party shall be entitled to participate in such defense, but shall
not be entitled to indemnification with respect to the costs and expenses of
such defense if the Indemnifying Party shall have assumed the defense of the
claim with counsel reasonably satisfactory to the Indemnified Party. The
Indemnifying Party shall not be liable for any claim settled without its
consent, which shall not be unreasonably withheld or delayed; the Indemnifying
Party may settle any claim without the consent of the Indemnified Party, but
only if such settlement requires only the payment of monetary damages that are
paid in full by the Indemnifying Party.

7.5 Partnership Agreement Indemnity. Nothing in this Agreement shall be
deemed to limit or supercede any indemnification rights the parties hereto have
under the Partnership Agreement.

ARTICLE EIGHTH
TERMINATION

8.1 Termination. This Agreement may be terminated at any time prior to
the Closing Time:

(a) by mutual written consent of Winthrop and NHP;

(b) by NHP on the one hand, or Winthrop on the other hand, if the other
breaches in any material respect any of their respective representations,
warranties or agreements contained in this Agreement and, such

breach is not cured or otherwise corrected to the reasonable satisfaction of
Winthrop on the one hand, or NHP on the other hand, within ten business days of
receipt of notice of such breach;

(d) by either Winthrop or NHP if either of them is prohibited by an
order or injunction (other than an order or injunction on a temporary or
preliminary basis) of a court of competent jurisdiction from consummating the
transactions contemplated hereby and all means of appeal and all appeals from
such order or injunction have been finally exhausted

(e) by either Winthrop or NHP as permitted by the Allocation Agreement.

8.2 Manner of Exercise: Effect on Termination. In the event this
Agreement is terminated in accordance with Section 8.1, written notice thereof
shall forthwith be given to the other party, and this Agreement shall terminate,
be null and void and of no further force and effect and shall not be referred to
by the parties for any purpose whatsoever and the transactions contemplated
hereunder shall be abandoned without further action by NHP or Winthrop, except
to the extent that any such transactions shall have already been consummated.

ARTICLE NINTH
MISCELLANEOUS

9.1 Notices. Any and all notices or other communications required or
permitted to be given hereunder shall be in writing and shall be sent by hand,
by telecopy (confirmed by delivery by another method permitted hereunder), by U.
S. mail or by Federal Express or other similar overnight courier addressed as
follows:

If to NHP: NHP Management Company
c/o AIMCO
Stanford Place 3
4582 South Ulster Parkway, Suite 1100
Denver, CO 80237
Attention: Patrick J. Foye
Fax: (303) 300-3296

With a copy to: Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
16th Floor
Atlanta, Georgia 30303
Attention: Greg Chait, Esq
Fax: (404) 572-6999

If to Winthrop: Winthrop Financial Associates
7 Bulfinch Place
Suite 500
P.O. Box 9507
Boston, MA 02114
Attention: Carolyn Tiffany
Fax: (617) 742-4643

With a copy to: Post & Heymann, LLP
100 Jericho Quadrangle
Suite 214
Jericho, NY 11753
Attention: David Heymann, Esq.
Fax: (516) 433-2777

Notices shall be deemed given upon receipt or refusal to accept delivery. Each
party shall promptly notify the other parties of any change in its address by
notice given as provided in this Section 9.1.

9.2 No Modification Except in Writing. This Agreement shall not be
changed, modified, or amended except by a writing signed by the party to be
charged, and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.

9.3 Further Assurances. Each of the parties hereto hereby agrees to
execute and deliver all such further documents and take all such further actions
as shall be necessary, desirable or expedient to consummate the transactions
contemplated hereby. Winthrop further agrees to cooperate in completing files or
taking such other action with respect to the Partnerships that may be reasonably
requested by AIMCO and that should have been taken by Winthrop prior to the
Closing Date.

9.4 Entire Agreement. This Agreement, together with the Schedules
hereto, sets forth the entire agreement and understanding among the parties as
to the subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of every kind and nature among them.

9.5 Severability. If any provision of this Agreement or the application
of any provision hereof to any person or circumstances is held invalid, the
remainder of this Agreement and the application of such provision to other
persons or circumstances shall not be affected unless the provision held invalid
shall substantially impair the benefits of the remaining portions of this
Agreement.

9.6 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, but shall not confer any benefit upon any person or entity other than
the parties hereto and their respective successors and permitted assigns. This
Agreement may not be assigned by either party hereto without the prior written
consent of the other, except that this Agreement may be assigned in whole or in
part to one or more affiliated entities of NHP, provided that NHP remains
responsible for the obligations of that entity under this Agreement.

9.7 Governing Law; Service of Process. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without
giving effect to the conflict of laws principles thereof. NHP and Winthrop
hereby waive personal service of any and all process upon it and consent that
all such service of process may be made by registered or certified mail (return
receipt requested) directed to NHP or Winthrop, as the case may be, at its
address set forth herein and service so made shall be deemed to be completed
three (3) days after the same shall have been so deposited in the U.S. Mails.

9.8 Captions. The captions appearing in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope and intent of this Agreement or any of the provisions hereof.

9.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first above written.

WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP

By /s/ Peter Braverman
--------------------------------------------
Peter Braverman
Executive Vice President

Tax ID No.04-2846721

NHP MANAGEMENT COMPANY

By /s/ Patrick J. Foye
--------------------------------------------
Patrick J. Foye
Executive Vice President

Schedule 1

PARTNERSHIPS

Cold Harbor Partnership, A Virginia Limited Partnership (GP Interest)
DFW Apartment Investors Limited Partnership (GP Interest)
Riverside Park Associates Limited Partnership (GP Interest)
Stratford Place Investors Limited Partnership (GP Interest)
Three Winthrop Limited Partnership (LP Interest)
WAI Associates Limited Partnership (LP Interest)

RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

LIMITED PARTNER NOTICE OF OBJECTION

The undersigned, a limited partner of Riverside Park Associates Limited
Partnership, a Delaware limited partnership (the "Partnership"), and the holder
of units ("Units") of limited partnership interest in the Partnership, acting
with respect to all of the Units owned by the undersigned, hereby objects to the
withdrawal of Winthrop Financial Associates, A Limited Partnership (the
"Withdrawing General Partner") as general partner of the Partnership, and the
admission and substitution of AIMCO/Riverside Park Associates GP, LLC, a
Delaware limited liability company (the "Nominee General Partner"), as general
partner of the Partnership, as described in the Information Statement, dated
March 23, 2004. Abstentions will not be treated as objections.

The undersigned hereby acknowledges receipt of the Information Statement, dated
March 23, 2004. A fully completed, signed and dated copy of this Notice of
Objection should be sent to the Information Agent by mail or overnight courier
to the address specified below, or by fax to the fax number specified below,
prior to midnight, New York City time, on April 22, 2004, unless such date is
extended by the Nominee General Partner in its discretion, and such later date
and time determined by the Nominee General Partner shall be the date and time
when the solicitation of consents will expire.

Dated: ____________, 2004

By:
-----------------------------

- --------------------------------
Please Print Name

If held jointly:

By:
-----------------------------

- --------------------------------
Please Print Name

PLEASE SIGN EXACTLY AS YOU HOLD YOUR PARTNERSHIP UNITS. WHEN SIGNING AS AN
ATTORNEY-IN-FACT, EXECUTORS, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
YOUR FULL TITLE. IF AN INTEREST IS JOINTLY HELD, EACH HOLDER SHOULD SIGN. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY A DULY AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY A DULY AUTHORIZED PERSON.

THE INFORMATION AGENT IS:

THE ALTMAN GROUP, INC.

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By Mail: By Overnight Courier: By Hand:

1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071

By Facsimile: For Information please call:

(201) 460-0050 TOLL FREE (800) 217-9608
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