We report the first radiative transfer model that is able to simulate phytoplankton fluorescence with both photochemical and non-photochemical quenching included. The fluorescence source term in the inelastic radiative transfer equation is proportional to both the quantum yield and scalar irradiance at excitation wavelengths. The photochemical and nonphotochemical quenching processes change the quantum yield based on the photosynthetic active radiation. A sensitivity study was performed to demonstrate the dependence of the fluorescence signal on chlorophyll a concentration, aerosol optical depths and solar zenith angles. This work enables us to better model the phytoplankton fluorescence, which can be used in the design of new space-based sensors that can provide sufficient sensitivity to detect the phytoplankton fluorescence signal. It could also lead to more accurate remote sensing algorithms for the study of phytoplankton physiology.