Elizabeth had previously appointed Freud a
member of the Order of the Companions of Honour (CH) in 1983, and a member of the
Order of Merit (OM) in 1993. In the mid-1990s Elizabeth's
private secretary,
Robert Fellowes, approached Freud to ask him to paint Elizabeth. Freud finally agreed in 1999. Freud had painted Fellowes in 1999, with the pair having become friends through the negotiations for Elizabeth's portrait. Freud later said that attempting to paint a face as recognisable as Elizabeth's was as challenging as "a polar expedition". He painted the portrait in the Friary Court picture conservation studio of the
Royal Collection at
St James's Palace. Freud and Elizabeth spent a great deal of time talking about their mutual love of horse racing. It was given to the gallery as a gift by John Morton Morris. ==Ownership==