**U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549**

 

**FORM 40-F**

 

**(Check One)**

 
| **o**  | **Registration statement pursuant to  Section 12 of the Securities Exchange Act of 1934**         |
|--------|--------------------------------------------------------------------------------------------------------|
|   |                                                                                                   |
| **or** |
|   |                                                                                                   |
| **x**  | **Annual report pursuant to section 13(a) or  15(d) of the Securities Exchange Act of 1934** |

 

**For thefiscal year ended December 31, 2008**

 

**Commissionfile number 1-32895**

 

**PENN WESTENERGY TRUST**

(Exact name ofregistrant as specified in its charter)

 

| **Alberta, Canada**(Province or other jurisdiction of  incorporation or organization) | ** ** | **1311**(Primary Standard Industrial  Classification Code Number (if  applicable)) | ** ** | **Not applicable**(I.R.S. Employer  Identification Number (if  Applicable)) |
|---------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|

 

**Suite 200, 207 9th Avenue S.W. Calgary, Alberta, Canada T2P 1K3(403) 777-2500** (Address and TelephoneNumber of Registrant’s Principal Executive Offices)

 

**DL Services Inc., 1420 Fifth Avenue, Suite 3400,Seattle, WA  98101(206) 903-5448**(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act.

 
| **Title of each class** | ** ** | **Name of each exchange on which registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Trust Units                            | ** ** | New York Stock Exchange                                                     |

 

Securities registered or to be registered pursuant to Section 12(g) ofthe Act:  **None**

 

Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act:  **None**

 

For annual reports, indicate by check mark the information filed withthis Form:

 
| x  Annual Information Form | ** ** | x  Audited Annual Financial Statements |
|----------------------------|------------|----------------------------------------|

 

Indicate thenumber of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report:  386,504,586

 

Indicate by checkmark whether Penn West: (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that Penn West was required to file such reports); and (2) hasbeen subject to such filing requirements for the past 90 days.

 

Yes  x                                                        No  o

 

 

 

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**FORM 40-F**

 

**Principal Documents**

 

The following documents,filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F,are hereby incorporated by reference into this Annual Report on Form 40-F:

 

(a)                                 AnnualInformation Form for the fiscal year ended December 31, 2008;

 

(b)                                Management’sDiscussion and Analysis of Financial Condition and Results of Operations forthe fiscal year ended December 31, 2008;

 

(c)                                 AuditedConsolidated Financial Statements for the fiscal year ended December 31,2008; and

 

(d)                                SupplementalNote to the Consolidated Financial Statements relating to the reconciliation ofCanadian and United States Generally Accepted Accounting Principles for thefiscal year ended December 31, 2008.

 

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**ADDITIONALDISCLOSURE**

 

**Certifications and DisclosureRegarding Controls and Procedures.**

 

(a)                                 Certifications.  See Exhibits 99.5 and 99.6 to this AnnualReport on Form 40-F.

 

(b)                                DisclosureControls and Procedures.  As of the endof Penn West Energy Trust’s (“Penn West”) fiscal year ended December 31,2008, an evaluation of the effectiveness of Penn West’s “disclosure controlsand procedures” (as such term is defined in Rules 13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) was carried out by the management of Penn West Petroleum Ltd., theadministrator of Penn West, with the participation of the Chief ExecutiveOfficer (“CEO”) and the Executive Vice President and Chief Financial Officer (“CFO”)of Penn West Petroleum Ltd., who also perform such functions for PennWest.  Based upon that evaluation, theCEO and CFO have concluded that as of the end of that fiscal year, Penn West’sdisclosure controls and procedures are effective to ensure that informationrequired to be disclosed by Penn West in reports that it files or submits underthe Exchange Act is (i) recorded, processed, summarized and reportedwithin the time periods specified in Securities and Exchange Commission rules andforms and (ii) accumulated and communicated to Penn West’s management,including its principal executive officer and principal financial officer, toallow timely decisions regarding required disclosure.

 

It should be noted thatwhile the CEO and CFO believe that Penn West’s disclosure controls andprocedures provide a reasonable level of assurance that they are effective,they do not expect that Penn West’s disclosure controls and procedures orinternal control over financial reporting will prevent all errors andfraud.  A control system, no matter howwell conceived or operated, can provide only reasonable, not absolute,assurance that the objectives of the control system are met.

 

(c)                                 Management’sAnnual Report on Internal Control Over Financial Reporting.

 

Management is responsible for establishing andmaintaining adequate internal control over Penn West’s financialreporting.  Penn West’s internal controlsystem was designed to provide reasonable assurance that all transactions areaccurately recorded, that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that Penn West’s assets are safeguarded.

 

Management has assessed the effectiveness of Penn West’sinternal control over financial reporting as at December 31, 2008.  In making its assessment, management used theCommittee of Sponsoring Organizationsof the Treadway Commission (“COSO”) framework in Internal Control — IntegratedFramework to evaluate the effectiveness of Penn West’s internal controlover financial 

 

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reporting. Based on this assessment, management has concluded that Penn West’sinternal control over financial reporting was effective as of December 31,2008.

 

The effectiveness of Penn West’s internal control overfinancial reporting as at December 31, 2008 has been audited by KPMG LLP,as stated in their Report ofIndependent Registered Public Accounting Firm on Penn West’s internal controlover financial reporting that accompanies Penn West’s Consolidated FinancialStatements for the fiscal year ended December 31, 2008, filed as Exhibit 99.3to this Annual Report on Form 40-F.

 

(d)                                AttestationReport of the Registered Public Accounting Firm.  The required disclosure is included in the Report of Independent Registered PublicAccounting Firm on Penn West’s internal control over financial reporting thataccompanies Penn West’s Audited Consolidated Financial Statements for thefiscal year ended December 31, 2008, filed as Exhibit 99.3 to thisAnnual Report on Form 40-F.

 

(e)                                 Changesin Internal Control Over Financial Reporting.  During the fiscal year ended December 31,2008, there were no changes in Penn West’s internal control over financialreporting that have materially affected, or are reasonably likely to materiallyaffect, Penn West’s internal control over financial reporting.

 

**Notices Pursuant to RegulationBTR.**

 

None.

 

**Audit Committee Financial Expert.**

 

Penn West’s board ofdirectors has determined that James C. Smith, a member of Penn West’s auditcommittee, qualifies as an “audit committee financial expert” (as such term isdefined in Form 40-F).  Mr. Smithis “independent” as that term in defined in the rules of the New YorkStock Exchange.

 

**Code of Business Conduct**.

 

Penn West hasadopted a Code of Ethics for Officers and Senior Financial Management.  Penn West has also adopted a Code of BusinessConduct and Ethics that applies to all employees, officers and directors ofPenn West.  These Codes constitute a “codeof ethics” as defined in Form 40-F.

 

The Code of Ethicsfor Officers and Senior Financial Management and the Code of Business Conductand Ethics are each available for viewing on Penn West’s website atwww.pennwest.com, and are available in print to any unitholder who requests acopy of them.  Requests for copies ofeither of the Codes should be made by contacting: investor relations by phoneat (888) 770-2633 or by e-mail to investor_relations@pennwest.com.

 

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Since the adoptionof the Code of Ethics for Officers and Senior Financial Management and the Codeof Business Conduct and Ethics, respectively, there have not been anyamendments to, or waivers, including implicit waivers, from, any provision ofthe Codes.

 

**Principal Accountant Fees andServices.**

 

The following table setsforth information about the fees billed to Penn West for professional servicesprovided by KPMG LLP during fiscal 2008 and 2007:

 
| **(CDN$ )**    | ** ** | **2008** | ** ** | **2007** | ** ** |
|---------------------|------------|----------|------------|----------|------------|
| Audit Fees          |       | $        | 1,550,000  |     | $          | 1,045,000 |   |
| Audit-Related  Fees |       | 562,500  |       | 120,000  |       |
| Tax Fees            |       | 3,712    |       | 7,914    |       |
| All Other Fees      |       | —   |       | —   |       |
| Total               |       | $        | 2,116,212  |     | $          | 1,172,914 |   |

 

Audit Fees.  Audit fees consist of fees for the integratedaudit of Penn West’s annual financial statements or services that are normallyprovided in connection with statutory and regulatory filings or engagements,reviews in connection with acquisitions and Sarbanes-Oxley Act relatedservices.

 

Audit-Related Fees.  Audit-related fees consist of fees forassurance and related services that are reasonably related to the performanceof the audit or review of Penn West’s financial statements and are not reportedas Audit Fees.  During fiscal 2008 and2007, the services provided in this category included French translationservices.

 

Tax Fees.  Tax fees consist of fees for tax complianceservices, tax advice and tax planning. During fiscal 2008 and 2007, the services provided in this categoryincluded assistance and advice in relation to the communication of thetaxability of distributions to Unitholders.

 

All Other Fees.  None.

 

**Pre-Approval Policies andProcedures.**

 

(a)                                 Theterms of the engagement of Penn West’s external auditors to provide auditservices, including the budgeted fees for such audit services and therepresentations and disclaimers relating thereto, must be pre-approved by theentire audit committee.

 

With respect to any engagements of Penn West’s external auditors fornon-audit services, Penn West must obtain the approval of the audit committeeor the Chairman of the audit committee prior to retaining the external auditorsto 

 

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complete such engagement.  Ifsuch pre-approval is provided by the Chairman of the audit committee, theChairman shall report to the audit committee on any non-audit serviceengagement pre-approved by him at the audit committee’s first scheduled meetingfollowing such pre-approval.

 

If, after using its reasonable best efforts, Penn West is unable tocontact the Chairman of the audit committee on a timely basis to obtain thepre-approval contemplated by the preceding paragraph, Penn West may obtain therequired pre-approval from any other member of the audit committee, providedthat any such audit committee member shall report to the audit committee on anynon-audit service engagement pre-approved by him at the audit committee’s firstscheduled meeting following such pre-approval.

 

(b)                                Ofthe fees reported in this Annual Report on Form 40-F under the heading “PrincipalAccountant Fees and Services”, none of the fees billed by KPMG LLP wereapproved by Penn West’s audit committee pursuant to the *de minimus*exception provided by Section (c)(7)(i)(C) of Rule 2-01 ofRegulation S-X.

 

**Off-Balance Sheet Arrangements.**

 

Penn West does nothave any off-balance sheet financing arrangements that have, or are reasonablylikely to have, a material effect on its financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity,capital expenditures or capital resources.

 

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**Tabular Disclosure of ContractualObligations.**

 
| ** **                                             | ** ** | ** ** | ** ** | **Payment due by period** | ** ** |
|--------------------------------------------------------|------------|------------|------------|------------------------------------------|------------|
| **(CDN$ millions)  Contractual Obligations** | ** ** | **Total**  | ** ** | **Less than  1 Year**          | ** ** | **1 to 3  Years** | ** ** | **3 to 5  Years** | ** ** | **More  than 5  Years** | ** ** |
| Transportation                                         |       | 79         |       | 29                                       |       | 30 |   | 11 |   | 9 |   |
| Power  Infrastructure                                  |       | 51         |       | 19                                       |       | 14 |   | 14 |   | 4 |   |
| Drilling rigs                                          |       | 17         |       | 12                                       |       | 5 |   | — |   | — |   |
| Purchase  obligations (1)                              |       | 94         |       | 13                                       |       | 26 |   | 26 |   | 29 |   |
| Office lease (2)                                       |       | 906        |       | 28                                       |       | 127 |   | 135 |   | 616 |   |
| Long term debt  (3)(4)                                 |       | 3,854      |       | —                                   |       | 2,561 |   | — |   | 1,293 |   |
| Asset retirement  obligations (5)                      |       | 2,429      |       | 61                                       |       | 123 |   | 123 |   | 2,122 |   |
| **Total**                                              | ** ** | **7,430**  | ** ** | **162**                                  | ** ** | **2,886** | ** ** | **309** | ** ** | **4,073** | ** ** |

 

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| (1) | These amounts  represent estimated commitments of $73 million for CO2 purchases and $21  million for processing fees related to interests in the Weyburn Unit.                                                |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Future office lease  commitments will be reduced by sub-lease recoveries totaling $387 million.                                                                                                               |
| (3) | Approval to  extend the revolving period must be obtained from the banking syndicate in  2011. Penn West and its predecessor have successfully extended its credit  facility on each renewal date since 1992. |
| (4) | Interest  payments have not been included since future debt levels and rates are not  known at this time.                                                                                                     |
| (5) | These amounts  represent the undiscounted future reclamation and abandonment costs that are  expected to be incurred over the life of the properties.                                                         |

 

**Identification of the AuditCommittee.**

 

Penn West has aseparately-designated standing audit committee established in accordance with Section 3(a)(58)(A)of the Exchange Act.  The members of theaudit committee are:  James C. Smith,James E. Allard, Shirley A. McClellan and Frank Potter.

 

**DisclosurePursuant to the Requirements of the New York Stock Exchange.**

** **

**Presiding Director at Meetings of Non-ManagementDirectors**

 

Penn West schedules regular executive sessions inwhich Penn West’s “non-management directors” (as that term is defined in the rules ofthe New York Stock Exchange) meet without management participation.  John A. Brussa, the Chairman of the Board,serves as the presiding director (the “Presiding Director”) at suchsessions.  Penn West’s****Board of Directors is responsible fordetermining whether or not each director is independent.  In making this determination, the Board hasadopted the definition of “independence” as set out in Section 1.4 ofMultilateral Instrument 52-110 Audit Committees (“MI 52-110”).  In applying this definition, the Boardconsiders all relationships of the directors with Penn West, includingbusiness, family and other relationships. Penn West’s Board of Directors also determines whether each member ofPenn West’s Audit Committee is independent pursuant to Sections 1.4 and 1.5 ofMI 52-110 and Rule 10A-3 of the *Securities Exchange Act*of 1934.  Penn West’s Board of Directorshas not adopted the 

 

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director independencestandards contained in Section 303A.02 of the NYSE’s Listed CompanyManual.

 

**Membership on Multiple AuditCommittees**

 

Section 303A.07 ofthe NYSE’s Listed Company Manual requires that if an audit committee membersimultaneously serves on the audit committees of more than three publiccompanies, and if the listed company does not limit the number of auditcommittees on which its audit committee members may serve to three or less, theBoard of Directors of the listed company must determine that such simultaneousservice would not impair the ability of the audit committee member toeffectively serve on the listed company’s audit committee, and must publiclydisclose such determination.  James C.Smith, a member of Penn West’s audit committee, serves on the audit committeesof more than three public companies. Penn West’s Board of Directors has determined that such simultaneousservice would not impair Mr. Smith’s ability to effectively serve on PennWest’s audit committee.

 

Frank Potter, anothermember of Penn West’s audit committee, also serves on the audit committee ofmore than three public companies.  PennWest’s Board of Directors has not yet made a determination as to whether or notsuch simultaneous service would impair the ability of Mr. Potter toeffectively serve on Penn West’s audit committee.  Penn West has disclosed the fact that such adetermination has not yet been made in the NYSE Statement of GovernanceDifferences that appears on Penn West’s website (www.pennwest.com).

 

**Communication with Non-Management Directors**

 

Unitholders may send communications to Penn West’snon-management directors by writing to George H. Brookman, Chairman of theGovernance Committee of the Board of Directors, care of Investor Relations —Penn West Energy Trust, 200, 207 — Ninth Street SW, Calgary, Alberta, T2P1K3.  Communications will be referred tothe Presiding Director for appropriate action. The status of all outstanding concerns addressed to the PresidingDirector will be reported to the board of directors as appropriate.

 

**Corporate Governance Guidelines**

 

In accordance with the rules of the New YorkStock Exchange, Penn West has adopted corporate governance guidelines, entitled“Governance Guidelines”, that are available for viewing on Penn West’s websiteat www.pennwest.comand are available in print to any unitholder who requests a copy of them.  Requests for copies of the GovernanceGuidelines should be made by contacting: investor relations by phone (888) 770-2633 or by e-mail toinvestor_relations@pennwest.com.

 

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**Board Committee Mandates**

 

The Mandates of Penn West’s audit committee, humanresources and compensation committee, governance committee, reserves committee,health, safety and environment committee and acquisitions and divestmentscommittee are each available for viewing on Penn West’s website atwww.pennwest.com, and are available in print to any unitholder who requeststhem.  Requests for copies of thesedocuments should be made by contacting: investor relations by phone (888)770-2633 or by e-mail to investor_relations@pennwest.com.

 

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**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

 

**A.****                                   Undertaking.**

 

PennWest undertakes to make available, in person or by telephone, representativesto respond to inquiries made by the Securities and Exchange Commission (the “Commission”)staff, and to furnish promptly, when requested to do so by the Commissionstaff, information relating to:  thesecurities registered pursuant to Form  40-F; the securities in relation to which the obligation to file anannual report on Form 40-F arises; or transactions in said securities.

 

**B.****                                   Consentto Service of Process.**

 

PennWest has previously filed a Form F-X in connection with the class ofsecurities in relation to which the obligation to file this report arises.

 

Anychange to the name or address of the agent for service of process of Penn Westshall be communicated promptly to the Commission by an amendment to the Form F-Xreferencing the file number of Penn West.

 

**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, Penn West certifiesthat it meets all of the requirements for filing on Form 40-F and has dulycaused this annual report to be signed on its behalf by the undersigned,thereunto duly authorized, on March 27, 2009.

 
|   | **PENN  WEST ENERGY TRUST**                               |
|--------|-----------------------------------------------------------|
|   | **By:  Penn West Petroleum Ltd., its administrator** |
|   | ** **                                                |
|   | ** **                                                |
|   | By:                                                       | /s/ William E.  Andrew |
|   | Name:                                                     | William E. Andrew |
|   | Title:                                                    | Chief Executive Officer |

 

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**EXHIBITINDEX**

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                                                                 |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                            |
| 99.1        |       | Annual Information Form for the fiscal year  ended December 31, 2008                                                                                                                                  |
|        |       |                                                                                                                                                                                                            |
| 99.2        |       | Management’s Discussion and Analysis of Financial  Condition and Results of Operations for the fiscal year ended  December 31, 2008                                                                   |
|        |       |                                                                                                                                                                                                            |
| 99.3        |       | Consolidated Financial Statements for the fiscal  year ended December 31, 2008                                                                                                                             |
|        |       |                                                                                                                                                                                                            |
| 99.4        |       | Supplemental Note to the Consolidated Financial  Statements relating to the reconciliation of Canadian and United States  Generally Accepted Accounting Principles for the fiscal year ended December  31, 2008 |
|        |       |                                                                                                                                                                                                            |
| 99.5        |       | Certification of Chief Executive Officer pursuant to  Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                 |
|        |       |                                                                                                                                                                                                            |
| 99.6        |       | Certification of Chief Financial Officer pursuant to  Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934                                                                                 |
|        |       |                                                                                                                                                                                                            |
| 99.7        |       | Certification of Chief Executive Officer pursuant to  18 U.S.C. Section 1350                                                                                                                               |
|        |       |                                                                                                                                                                                                            |
| 99.8        |       | Certification of Chief Financial Officer pursuant to  18 U.S.C. Section 1350                                                                                                                               |
|        |       |                                                                                                                                                                                                            |
| 99.9        |       | Consent of KPMG LLP                                                                                                                                                                                             |
|        |       |                                                                                                                                                                                                            |
| 99.10       |       | Consent  of GLJ Petroleum Consultants Ltd.                                                                                                                                                                      |
|        |       |                                                                                                                                                                                                            |
| 99.11       |       | Consent  of Sproule Associates Limited                                                                                                                                                                          |

 

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