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In particular, the units of Manulife US Real Estate Investment Trust ("Manulife US REIT") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act. The units of Manulife US REIT are only being offered outside the United States in reliance on Regulation S under the U.S. Securities Act.
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