February 5, 2007
April Sifford, Branch Chief
United States Securities & Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
U.S.A. 20549-7010
Dear Ms. Sifford:
Re:
PrimeWest Energy Trust
Form 40-F for the Fiscal Year Ended December 31, 2005
Filed March 30, 2006
File No. 333-13238
Responding to your letter of January 26, 2007, would you please provide clarification of your request of information on Note 13, Long-Term Incentive Plan.
Please consider the following when providing your response:
UAR payouts under the Plan have been in the form of Trust Units as per our Note 13, Long-Term Incentive Plan and our response in our letter of October 31, 2006 to Note 13, Long-Term Incentive Plan.
Comment was:
Under the PrimeWest UAR program, the UAR recipients begin to receive the benefits of the monthly cash distributions immediately on the option grant date. According to CICA 3870.52, the fair value of an award in such an option program should be estimated based on a dividend payment of zero. This is the method that PrimeWest has used in estimating the fair value of the UARs.
Please note that no cash payment is received by any holder of an LTIP grant through the period they hold the grant.
Your response to this request for clarification by February 16, 2007, is appreciated.
Please contact myself, Dennis Feuchuk at (403) 699-7366 or by e-mail atdennisf@primewestenergy.com for additional comments or explanations.
Sincerely,
/s/ Dennis Feuchuk
Dennis Feuchuk,
VP Finance and CFO
/be
Cc:
Ryan Milne, SEC Corporation Finance
Donald Garner, CEO and President, PrimeWest Energy Inc.
Peter Valentine, Chair, Audit & Finance Committee, PrimeWest Energy Inc.
