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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)*
MSCI INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
55354G100
(CUSIP Number)
DECEMBER 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
____ Rule 13d-1(c)
____ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15 pages
CUSIP No. 55354G100
____________________________________________________________________________
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Federated Investors, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..................................................................
(b)..................................................................
3. SEC Use Only.........................................................
4. Citizenship or Place of Organization: Pennsylvania
Number of 5. Sole Voting Power 1,142,800
Shares Bene-
ficially by 6. Shared Voting Power
Owned by Each
Reporting 7. Sole Dispositive Power 1,142,800
Person With:
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,800
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11.Percent of Class Represented by Amount in Row (9) 8.16%
12.Type of Reporting Person (See Instructions) HC
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Voting Shares Irrevocable Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..................................................................
(b)..................................................................
3. SEC Use Only.........................................................
4. Citizenship or Place of Organization: Pennsylvania
Number of 5. Sole Voting Power 1,142,800
Shares Bene-
ficially by 6. Shared Voting Power
Owned by Each
Reporting 7. Sole Dispositive Power 1,142,800
Person With:
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,800
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11.Percent of Class Represented by Amount in Row (9) 8.16%
12.Type of Reporting Person (See Instructions) OO
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John F. Donahue
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..................................................................
(b)..................................................................
3. SEC Use Only.........................................................
4. Citizenship or Place of Organization: United States
Number of 5. Sole Voting Power
Shares Bene-
ficially by 6. Shared Voting Power 1,142,800
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
8. Shared Dispositive Power 1,142,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,800
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11.Percent of Class Represented by Amount in Row (9) 8.16%
12.Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rhodora J. Donahue
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..................................................................
(b)..................................................................
3. SEC Use Only.........................................................
4. Citizenship or Place of Organization: United States
Number of 5. Sole Voting Power
Shares Bene-
ficially by 6. Shared Voting Power 1,142,800
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
8. Shared Dispositive Power 1,142,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,800
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11.Percent of Class Represented by Amount in Row (9) 8.16%
12.Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J. Christopher Donahue
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..................................................................
(b)..................................................................
3. SEC Use Only.........................................................
4. Citizenship or Place of Organization: United States
Number of 5. Sole Voting Power
Shares Bene-
ficially by 6. Shared Voting Power 1,142,800
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
8. Shared Dispositive Power 1,142,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,800
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11.Percent of Class Represented by Amount in Row (9) 8.16%
12.Type of Reporting Person (See Instructions) IN
ITEM 1.
(a) Name of Issuer
MSCI INC.
(b) Address of Issuer's Principal Executive Offices
Wall Street Plaza
88 Pine Street 2nd Floor
New York, NY 10005
ITEM 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
Federated Investors Tower, Pittsburgh, PA 15222-3779
(c) Citizenship
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
55354G100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO {section}{section}240.13D-1(B)
OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ____ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ____ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ____ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ____ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ____ An investment adviser in accordance with
{section}240.13d-1(b)(1)(ii)(E);
(f) ____ An employee benefit plan or endowment fund in accordance with
{section}240.13d-1(b)(1)(ii)(F);
(g) __X__ A parent holding company or control person in accordance with
{section} 240.13d-1(b)(1)(ii)(G);
(h) ____ A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ____ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) ____ Group, in accordance with {section}240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
A. Federated Investors, Inc. (See Footnote 1, next page)
(a) Amount beneficially owned: 1,142,800
(b) Percent of class: 8.16%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,142,800
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
1,142,800
(iv) Shared power to dispose or to direct the disposition of -0-
B. Voting Shares Irrevocable Trust
(a) Amount beneficially owned: 1,142,800
(b) Percent of class: 8.16%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,142,800
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
1,142,800
(iv) Shared power to dispose or to direct the disposition of -0-
C. John F. Donahue
(a) Amount beneficially owned: 1,142,800
(b) Percent of class: 8.16%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,142,800
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
1,142,800
D. Rhodora J. Donahue
(a) Amount beneficially owned: 1,142,800
(b) Percent of class: 8.16%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,142,800
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
1,142,800
E. J. Christopher Donahue
(a) Amount beneficially owned: 1,142,800
(b) Percent of class: 8.16%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,142,800
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
1,142,800
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see {section}240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ____.
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NOT
APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY SEE EXHIBIT "1"
ATTACHED
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT
APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to {section}240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to {section}240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 2008
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
Date: February 12, 2008
By: /s/John F. Donahue, individually and as Trustee of Voting Shares Irrevocable
Trust, by
J. Christopher Donahue, as attorney-in-fact
Date: February 12, 2008
By: /s/Rhodora J. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by
J. Christopher Donahue, as attorney-in-fact
Date: February 12, 2008
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See {section}240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 2 of 15 pages
EXHIBIT "1"
ITEM 3 CLASSIFICATION OF
REPORTING PERSONS
Identity and Classification of Each Reporting Person
IDENTITY CLASSIFICATION UNDER ITEM 3
Advanced Series Trust d) Investment company registered under
section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
Federated Equity Funds d) Investment company registered under
section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
Federated Insurance Series d) Investment company registered under
section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
Federated International Funds, PLC g) A parent holding company or
control person in accordance with
section 240.13d-1(b)(1)(ii)(G)
Federated Equity Management Company (e) Investment Adviser registered under
of Pennsylvania section 203 of the Investment Advisers
Act of 1940
Federated Global Investment (e) Investment Adviser registered under
Management Corp. section 203 of the Investment Advisers
Act of 1940
Federated Investors, Inc. (g) Parent Holding Company, in
accordance with Section 240.13d-
1(b)(ii)(G)
FII Holdings, Inc. (g) Parent Holding Company, in
accordance with Section 240.13d-
1(b)(ii)(G)
Voting Shares Irrevocable Trust (g) Parent Holding Company, in
accordance with Section 240.13d-
1(b)(ii)(G)
John F. Donahue (g) Parent Holding Company, in
accordance with Section 240.13d-
1(b)(ii)(G)
Rhodora J. Donahue (g) Parent Holding Company, in
accordance with Section 240.13d-
1(b)(ii)(G)
J. Christopher Donahue (g) Parent Holding Company, in
accordance with Section 240.13d-
1(b)(ii)(G)
Federated Investors, Inc. (the "Parent") is filing this Schedule 13G because it
is the parent holding company of Federated Equity Management Company of
Pennsylvania and Federated Global Investment Management Corp. (the "Investment
Advisers"), which act as investment advisers to registered investment companies
and separate accounts that own shares of common stock in MSCI INC. (the
"Reported Securities'). The Investment Advisers are wholly owned subsidiaries
of FII Holdings, Inc., which is wholly owned subsidiary of Federated Investors,
Inc., the Parent. All of the Parent's outstanding voting stock is held in the
Voting Shares Irrevocable Trust (the "Trust") for which John F. Donahue, Rhodora
J. Donahue and J. Christopher Donahue act as trustees (collectively, the
"Trustees"). The Trustees have joined in filing this Schedule 13G because of
the collective voting control that they exercise over the Parent. In accordance
with Rule 13d-4 under the Securities Act of 1934, as amended, the Parent, the
Trust, and each of the Trustees declare that this statement should not be
construed as an admission that they are the beneficial owners of the Reported
Securities, and the Parent, the Trust, and each of the Trustees expressly
disclaim beneficial ownership of the Reported Securities
Page 3 of 15 pages
EXHIBIT "2"
AGREEMENT FOR JOINT FILING OF
SCHEDULE 13G
The following parties hereby agree to file jointly the statement on
Schedule 13G to which this Agreement is attached and any amendments thereto
which may be deemed necessary pursuant to Regulation 13D-G under the Securities
Exchange Act of 1934:
1. Federated Investors, Inc. as parent holding company of the
investment advisers to registered investment companies that beneficially own the
securities.
Voting Shares Irrevocable Trust, as holder of all the voting shares of Federated
Investors, Inc.
John F. Donahue, individually and as Trustee
Rhodora J. Donahue, individually and as Trustee
J. Christopher Donahue, individually and as Trustee
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness or accuracy of
information concerning the other parties unless such party knows or has reason
to believe that such information is incomplete or inaccurate.
It is understood and agreed that the joint filing of Schedule 13G shall
not be construed as an admission that the reporting persons named herein
constitute a group for purposes of Regulation 13D-G of the Securities Exchange
Act of 1934, nor is a joint venture for purposes of the Investment Company Act
of 1940.
Date: February 12, 2008
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
By: /s/ John F. Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.
By: /s/ Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee as Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact.
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust
1. The number of shares indicated represent shares beneficially owned by
registered investment companies and separate accounts advised by
subsidiaries of Federated Investors, Inc. that have been delegated the
power to direct investments and power to vote the securities by the
registered investment companies' board of trustees or directors and by the
separate accounts' principals. All of the voting securities of Federated
Investors, Inc. are held in the Voting Shares Irrevocable Trust ("Trust"),
the trustees of which are John F. Donahue, Rhodora J. Donahue, and J.
Christopher Donahue ("Trustees'). In accordance with Rule 13d-4 under the
1934 Act, the Trust, Trustees, and parent holding company declare that the
filing of this statement should not be construed as an admission that any
of the investment advisers, parent holding company, Trust, and Trustees
are beneficial owners (for the purposes of Sections 13(d) and/or 13(g) of
the Act) of any securities covered by this statement, and such advisers,
parent holding company, Trust, and Trustees expressly disclaim that they
are the beneficial owners such securities.
Page 4 of 15 pages
EXHIBIT 3
POWER OF ATTORNEY
Each person who signature appears below hereby constitutes and appoints J.
Christopher Donahue their true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for them and in their names, place and
stead, in any and all capacities, to sign any and all Schedule 13Ds and/or
Schedule 13Gs, and any amendments thereto, to be filed with the Securities and
Exchange commission pursuant to Regulation 13D-G of the Securities Exchange Act
of 1934, as amended, by means of the Securities and Exchange Commission's
electronic disclosure system known as EDGAR; and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to sign and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
SIGNATURES TITLE OR CAPACITY
/s/John F. Donahue Individually and as Trustee of
John F. Donahue the Voting Shares Irrevocable Trust
/s/Rhodora J. Donahue Individually and as Trustee of
Rhodora J. Donahue the Voting Shares Irrevocable Trust
Sworn to and subscribed before me this 23rd day of September, 2004.
/s/Madaline P. Kelly
Notary Public
My Commission Expires: February 22, 2008
Page 5 of 15 pages