While Egypt was thus without a government, Philip of Macedonia and Antiochus of Syria agreed to divide the foreign provinces between them; and Antiochus marched against Coele-Syria and Phoenicia.  The guardians of the young Ptolemy sent against him an army under Scopas, the AEtolian, who was at first successful, but was afterwards beaten by Antiochus at Paneas in the valley of the Jordan, three and twenty miles above the Lake of Tiberias, and driven back into Egypt.  In these battles the Jews, who had not forgotten the ill treatment that they had received from Philopator, joined Antiochus, after having been under the government of Egypt for exactly one hundred years; and in return Antiochus released Jerusalem from all taxes for three years, and afterwards from one-third of the taxes.  He also sent a large sum of money for the service of the temple, and released the elders, priests, scribes, and singing men from all taxes for the future.

The Alexandrian statesmen had latterly shown themselves in their foreign policy very unworthy pupils of Ptolemy Soter and Philadelphus, who had both ably trimmed the balance of power between the several successors of Alexander.  But even had they been wiser, they could hardly, before the end of the second Punic war, have foreseen that the Romans would soon be their most dangerous enemies.  The overthrow of Hannibal, however, might perhaps have opened their eyes; but it was then too late; Egypt was too weak to form an alliance with Macedonia or Syria against the Romans.  About this time, also, the Romans sent to Alexandria, to inform the king that they had conquered Hannibal, and brought to a close the second Punic war, and to thank him for the friendship of the Egyptians during that long and doubtful struggle of eighteen years, when so many of their nearer neighbours had joined the enemy.  They begged that if the senate felt called upon to undertake a war against Philip, who, though no friend to the Egyptians, had not yet taken arms against them, it might cause no breach in the friendship between the King of Egypt and the Romans.  In answer to this embassy, the Alexandrians, rushing to their own destruction, sent to Rome a message, which was meant to place the kingdom wholly in the hands of the senate.  It was to beg them to undertake the guardianship of the young Ptolemy, and the defence of the kingdom against Philip and Antiochus during his childhood.

The Romans, in return, gave the wished-for answer; they sent ambassadors to Antiochus and Philip, to order them to make no attack upon Egypt, on pain of falling under the displeasure of the senate; and they sent Marcus Lepidus to Alexandria, to accept the offered prize, and to govern the foreign affairs of the kingdom, under the modest name of tutor to the young king.  This high honour was afterwards mentioned by Lepidus, with pride, upon the coins struck when he was consul, in the eighteenth year of this reign.  They have the city of Alexandria on the one side, and on the other the title of “Tutor to the king,” with the figure of the Roman in his toga, putting the diadem on the head of the young Ptolemy.