Exhibit

Please wait

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

_____________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)



	A National Banking Association		94-1347393
	(Jurisdiction of incorporation of		(I.R.S. Employer
	organization if not a U.S. national		Identification No.)
	bank)

	101 North Phillips Avenue
	Sioux Falls, South Dakota		57104
	(Address of principal executive offices)		(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

_____________________________

Caleres, Inc.

(Exact name of obligor as specified in its charter)



	New York		43-0197190
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

	8300 Maryland Avenue		63105
	St. Louis, Missouri		(Zip code)
	(Address of principal executive offices)

_____________________________

6.250% Senior Notes due 2023

and Guarantees of 6.250% Senior Notes due 2023

(Title of the indenture securities)

GUARANTORS



Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices



Sidney Rich Associates, Inc.	Missouri	43-0910619	8300 Maryland Avenue St. Louis, Missouri 63105
BG Retail, LLC	Delaware	25-1323027	8300 Maryland Avenue St. Louis, Missouri 63105

Item 1. General Information. Furnish the following information as to the trustee:


(a)	Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120


(b)	Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.


Item 2.	Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.


Exhibit 1.	A copy of the Articles of Association of the trustee as now in effect.*


Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*


Exhibit 3.	A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*


Exhibit 4.	Copy of By-laws of the trustee as now in effect.*


Exhibit 5.	Not applicable.


Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.


Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.


Exhibit 8.	Not applicable.


Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, file number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 9th day of October, 2015.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Julius R. Zamora

Julius R. Zamora

Vice President

EXHIBIT 6

October 9, 2015

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Julius R. Zamora

Julius R. Zamora

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2015, filed in accordance with 12 U.S.C. §161 for National Banks.



			Dollar Amounts
			In Millions
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		$	17,464
	Interest-bearing balances		189,787
Securities:
	Held-to-maturity securities		80,102
	Available-for-sale securities		233,717
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices		1,864
	Securities purchased under agreements to resell		18,746
Loans and lease financing receivables:
	Loans and leases held for sale		20,241
	Loans and leases, net of unearned income	848,562
	LESS: Allowance for loan and lease losses	10,493
	Loans and leases, net of unearned income and allowance		838,069
Trading Assets			39,221
Premises and fixed assets (including capitalized leases)			7,527
Other real estate owned			1,849
Investments in unconsolidated subsidiaries and associated companies			855
Direct and indirect investments in real estate ventures			—
Intangible assets
	Goodwill		21,627
	Other intangible assets		17,894
Other assets			64,908
Total assets			$	1,553,871

LIABILITIES
Deposits:
	In domestic offices		$	1,086,292
	Noninterest-bearing	343,725
	Interest-bearing	742,567
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		140,792
	Noninterest-bearing	669
	Interest-bearing	140,123
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices		594
	Securities sold under agreements to repurchase		19,806



	Dollar Amounts
	In Millions
Trading liabilities	18,515
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)	89,743
Subordinated notes and debentures	16,760
Other liabilities	33,801
Total liabilities	$	1,406,303

EQUITY CAPITAL
Perpetual preferred stock and related surplus	—
Common stock	519
Surplus (exclude all surplus related to preferred stock)	106,692
Retained earnings	36,940
Accumulated other comprehensive income	2,986
Other equity capital components	—
Total bank equity capital	147,137
Noncontrolling (minority) interests in consolidated subsidiaries	431
Total equity capital	147,568
Total liabilities, and equity capital	$	1,553,871

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.



		John R. Shrewsberry
		Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us

and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate

Federal regulatory authority and is true and correct.

John Stumpf Directors

James Quigley

Enrique Hernandez, Jr.