The rate-equation-based model for the Q-switched mode-locking (QML) intra-cavity OPO (IOPO) is developed, which includes the behavior of the fundamental laser. The intensity fluctuation mechanism of the fundamental laser is first introduced into the dynamics of a mode-locking OPO. In the derived model, the OPO nonlinear conversion is considered as a loss for the fundamental laser and thus the QML signal profile originates from the QML fundamental laser. The rate equations are solved by a digital computer for the case of an IOPO pumped by an electro-optic (EO) Q-switched self-mode-locking fundamental laser. The simulated results for the temporal shape with 20 kHz EO repetition and 11.25 W pump power, the signal average power, the Q-switched pulsewidth and the Q-switched pulse energy are obtained from the rate equations. The signal trace and output power from an EO QML Nd 3+ : GdVO 4 /KTA IOPO are experimentally measured. The theoretical values from the rate equations agree with the experimental results well. The developed model explains the behavior, which is helpful to system optimization.