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Mar 11

Recognition, recall, and retention of few-shot memories in large language models

The training of modern large language models (LLMs) takes place in a regime where most training examples are seen only a few times by the model during the course of training. What does a model remember about such examples seen only a few times during training and how long does that memory persist in the face of continuous training with new examples? Here, we investigate these questions through simple recognition, recall, and retention experiments with LLMs. In recognition experiments, we ask if the model can distinguish the seen example from a novel example; in recall experiments, we ask if the model can correctly recall the seen example when cued by a part of it; and in retention experiments, we periodically probe the model's memory for the original examples as the model is trained continuously with new examples. We find that a single exposure is generally sufficient for a model to achieve near perfect accuracy even in very challenging recognition experiments. We estimate that the recognition performance of even small language models easily exceeds human recognition performance reported in similar experiments with humans (Shepard, 1967). Achieving near perfect recall takes more exposures, but most models can do it in just 3 exposures. The flip side of this remarkable capacity for fast learning is that precise memories are quickly overwritten: recall performance for the original examples drops steeply over the first 10 training updates with new examples, followed by a more gradual decline. Even after 100K updates, however, some of the original examples are still recalled near perfectly. A qualitatively similar retention pattern has been observed in human long-term memory retention studies before (Bahrick, 1984). Finally, recognition is much more robust to interference than recall and memory for natural language sentences is generally superior to memory for stimuli without structure.

Titans: Learning to Memorize at Test Time

Over more than a decade there has been an extensive research effort on how to effectively utilize recurrent models and attention. While recurrent models aim to compress the data into a fixed-size memory (called hidden state), attention allows attending to the entire context window, capturing the direct dependencies of all tokens. This more accurate modeling of dependencies, however, comes with a quadratic cost, limiting the model to a fixed-length context. We present a new neural long-term memory module that learns to memorize historical context and helps attention to attend to the current context while utilizing long past information. We show that this neural memory has the advantage of fast parallelizable training while maintaining a fast inference. From a memory perspective, we argue that attention due to its limited context but accurate dependency modeling performs as a short-term memory, while neural memory due to its ability to memorize the data, acts as a long-term, more persistent, memory. Based on these two modules, we introduce a new family of architectures, called Titans, and present three variants to address how one can effectively incorporate memory into this architecture. Our experimental results on language modeling, common-sense reasoning, genomics, and time series tasks show that Titans are more effective than Transformers and recent modern linear recurrent models. They further can effectively scale to larger than 2M context window size with higher accuracy in needle-in-haystack tasks compared to baselines.

Towards mental time travel: a hierarchical memory for reinforcement learning agents

Reinforcement learning agents often forget details of the past, especially after delays or distractor tasks. Agents with common memory architectures struggle to recall and integrate across multiple timesteps of a past event, or even to recall the details of a single timestep that is followed by distractor tasks. To address these limitations, we propose a Hierarchical Chunk Attention Memory (HCAM), which helps agents to remember the past in detail. HCAM stores memories by dividing the past into chunks, and recalls by first performing high-level attention over coarse summaries of the chunks, and then performing detailed attention within only the most relevant chunks. An agent with HCAM can therefore "mentally time-travel" -- remember past events in detail without attending to all intervening events. We show that agents with HCAM substantially outperform agents with other memory architectures at tasks requiring long-term recall, retention, or reasoning over memory. These include recalling where an object is hidden in a 3D environment, rapidly learning to navigate efficiently in a new neighborhood, and rapidly learning and retaining new object names. Agents with HCAM can extrapolate to task sequences much longer than they were trained on, and can even generalize zero-shot from a meta-learning setting to maintaining knowledge across episodes. HCAM improves agent sample efficiency, generalization, and generality (by solving tasks that previously required specialized architectures). Our work is a step towards agents that can learn, interact, and adapt in complex and temporally-extended environments.

Does Continual Learning Equally Forget All Parameters?

Distribution shift (e.g., task or domain shift) in continual learning (CL) usually results in catastrophic forgetting of neural networks. Although it can be alleviated by repeatedly replaying buffered data, the every-step replay is time-consuming. In this paper, we study which modules in neural networks are more prone to forgetting by investigating their training dynamics during CL. Our proposed metrics show that only a few modules are more task-specific and sensitively alter between tasks, while others can be shared across tasks as common knowledge. Hence, we attribute forgetting mainly to the former and find that finetuning them only on a small buffer at the end of any CL method can bring non-trivial improvement. Due to the small number of finetuned parameters, such ``Forgetting Prioritized Finetuning (FPF)'' is efficient in computation. We further propose a more efficient and simpler method that entirely removes the every-step replay and replaces them by only k-times of FPF periodically triggered during CL. Surprisingly, this ``k-FPF'' performs comparably to FPF and outperforms the SOTA CL methods but significantly reduces their computational overhead and cost. In experiments on several benchmarks of class- and domain-incremental CL, FPF consistently improves existing CL methods by a large margin, and k-FPF further excels in efficiency without degrading the accuracy. We also empirically studied the impact of buffer size, epochs per task, and finetuning modules on the cost and accuracy of our methods.

Assessing Episodic Memory in LLMs with Sequence Order Recall Tasks

Current LLM benchmarks focus on evaluating models' memory of facts and semantic relations, primarily assessing semantic aspects of long-term memory. However, in humans, long-term memory also includes episodic memory, which links memories to their contexts, such as the time and place they occurred. The ability to contextualize memories is crucial for many cognitive tasks and everyday functions. This form of memory has not been evaluated in LLMs with existing benchmarks. To address the gap in evaluating memory in LLMs, we introduce Sequence Order Recall Tasks (SORT), which we adapt from tasks used to study episodic memory in cognitive psychology. SORT requires LLMs to recall the correct order of text segments, and provides a general framework that is both easily extendable and does not require any additional annotations. We present an initial evaluation dataset, Book-SORT, comprising 36k pairs of segments extracted from 9 books recently added to the public domain. Based on a human experiment with 155 participants, we show that humans can recall sequence order based on long-term memory of a book. We find that models can perform the task with high accuracy when relevant text is given in-context during the SORT evaluation. However, when presented with the book text only during training, LLMs' performance on SORT falls short. By allowing to evaluate more aspects of memory, we believe that SORT will aid in the emerging development of memory-augmented models.

MoM: Linear Sequence Modeling with Mixture-of-Memories

Linear sequence modeling methods, such as linear attention, state space modeling, and linear RNNs, offer significant efficiency improvements by reducing the complexity of training and inference. However, these methods typically compress the entire input sequence into a single fixed-size memory state, which leads to suboptimal performance on recall-intensive downstream tasks. Drawing inspiration from neuroscience, particularly the brain's ability to maintain robust long-term memory while mitigating "memory interference", we introduce a novel architecture called Mixture-of-Memories (MoM). MoM utilizes multiple independent memory states, with a router network directing input tokens to specific memory states. This approach greatly enhances the overall memory capacity while minimizing memory interference. As a result, MoM performs exceptionally well on recall-intensive tasks, surpassing existing linear sequence modeling techniques. Despite incorporating multiple memory states, the computation of each memory state remains linear in complexity, allowing MoM to retain the linear-complexity advantage during training, while constant-complexity during inference. Our experimental results show that MoM significantly outperforms current linear sequence models on downstream language tasks, particularly recall-intensive tasks, and even achieves performance comparable to Transformer models. The code is released at https://github.com/OpenSparseLLMs/MoM and is also released as a part of https://github.com/OpenSparseLLMs/Linear-MoE.

Think-in-Memory: Recalling and Post-thinking Enable LLMs with Long-Term Memory

Memory-augmented Large Language Models (LLMs) have demonstrated remarkable performance in long-term human-machine interactions, which basically relies on iterative recalling and reasoning of history to generate high-quality responses. However, such repeated recall-reason steps easily produce biased thoughts, i.e., inconsistent reasoning results when recalling the same history for different questions. On the contrary, humans can keep thoughts in the memory and recall them without repeated reasoning. Motivated by this human capability, we propose a novel memory mechanism called TiM (Think-in-Memory) that enables LLMs to maintain an evolved memory for storing historical thoughts along the conversation stream. The TiM framework consists of two crucial stages: (1) before generating a response, a LLM agent recalls relevant thoughts from memory, and (2) after generating a response, the LLM agent post-thinks and incorporates both historical and new thoughts to update the memory. Thus, TiM can eliminate the issue of repeated reasoning by saving the post-thinking thoughts as the history. Besides, we formulate the basic principles to organize the thoughts in memory based on the well-established operations, (i.e., insert, forget, and merge operations), allowing for dynamic updates and evolution of the thoughts. Furthermore, we introduce Locality-Sensitive Hashing into TiM to achieve efficient retrieval for the long-term conversations. We conduct qualitative and quantitative experiments on real-world and simulated dialogues covering a wide range of topics, demonstrating that equipping existing LLMs with TiM significantly enhances their performance in generating responses for long-term interactions.

Long-Term Ad Memorability: Understanding and Generating Memorable Ads

Marketers spend billions of dollars on advertisements, but to what end? At purchase time, if customers cannot recognize the brand for which they saw an ad, the money spent on the ad is essentially wasted. Despite its importance in marketing, until now, there has been no study on the memorability of ads in the ML literature. All previous memorability studies have been conducted on short-term recall on specific content types like object and action videos. On the other hand, the advertising industry only cares about long-term memorability, and ads are almost always highly multimodal. Therefore, we release the first memorability dataset, LAMDBA, consisting of 1749 participants and 2205 ads covering 276 brands. Running statistical tests over different participant subpopulations and ad types, we find many interesting insights into what makes an ad memorable, e.g., fast-moving ads are more memorable than those with slower scenes; people who use ad-blockers remember a lower number of ads than those who don't. Next, we present a novel model, Henry, to predict the memorability of a content which achieves state-of-the-art performance across all prominent literature memorability datasets. Henry shows strong generalization performance with better results in 0-shot on unseen datasets. Finally, with the intent of memorable ad generation, we present a scalable method to build a high-quality memorable ad generation model by leveraging automatically annotated data. Our approach, SEED (Self rEwarding mEmorability Modeling), starts with a language model trained on LAMBDA as seed data and progressively trains the LLM to generate more memorable ads. We show that the generated advertisements have 44\% higher memorability scores than the original ads. Further, we release a large-scale ad dataset, UltraLAMBDA, consisting of 5 million ads with their automatically-assigned memorability scores.

Superposed Episodic and Semantic Memory via Sparse Distributed Representation

The abilities to perceive, learn, and use generalities, similarities, classes, i.e., semantic memory (SM), is central to cognition. Machine learning (ML), neural network, and AI research has been primarily driven by tasks requiring such abilities. However, another central facet of cognition, single-trial formation of permanent memories of experiences, i.e., episodic memory (EM), has had relatively little focus. Only recently has EM-like functionality been added to Deep Learning (DL) models, e.g., Neural Turing Machine, Memory Networks. However, in these cases: a) EM is implemented as a separate module, which entails substantial data movement (and so, time and power) between the DL net itself and EM; and b) individual items are stored localistically within the EM, precluding realizing the exponential representational efficiency of distributed over localist coding. We describe Sparsey, an unsupervised, hierarchical, spatial/spatiotemporal associative memory model differing fundamentally from mainstream ML models, most crucially, in its use of sparse distributed representations (SDRs), or, cell assemblies, which admits an extremely efficient, single-trial learning algorithm that maps input similarity into code space similarity (measured as intersection). SDRs of individual inputs are stored in superposition and because similarity is preserved, the patterns of intersections over the assigned codes reflect the similarity, i.e., statistical, structure, of all orders, not simply pairwise, over the inputs. Thus, SM, i.e., a generative model, is built as a computationally free side effect of the act of storing episodic memory traces of individual inputs, either spatial patterns or sequences. We report initial results on MNIST and on the Weizmann video event recognition benchmarks. While we have not yet attained SOTA class accuracy, learning takes only minutes on a single CPU.

Fast & Slow Learning: Incorporating Synthetic Gradients in Neural Memory Controllers

Neural Memory Networks (NMNs) have received increased attention in recent years compared to deep architectures that use a constrained memory. Despite their new appeal, the success of NMNs hinges on the ability of the gradient-based optimiser to perform incremental training of the NMN controllers, determining how to leverage their high capacity for knowledge retrieval. This means that while excellent performance can be achieved when the training data is consistent and well distributed, rare data samples are hard to learn from as the controllers fail to incorporate them effectively during model training. Drawing inspiration from the human cognition process, in particular the utilisation of neuromodulators in the human brain, we propose to decouple the learning process of the NMN controllers to allow them to achieve flexible, rapid adaptation in the presence of new information. This trait is highly beneficial for meta-learning tasks where the memory controllers must quickly grasp abstract concepts in the target domain, and adapt stored knowledge. This allows the NMN controllers to quickly determine which memories are to be retained and which are to be erased, and swiftly adapt their strategy to the new task at hand. Through both quantitative and qualitative evaluations on multiple public benchmarks, including classification and regression tasks, we demonstrate the utility of the proposed approach. Our evaluations not only highlight the ability of the proposed NMN architecture to outperform the current state-of-the-art methods, but also provide insights on how the proposed augmentations help achieve such superior results. In addition, we demonstrate the practical implications of the proposed learning strategy, where the feedback path can be shared among multiple neural memory networks as a mechanism for knowledge sharing.

SPANN: Highly-efficient Billion-scale Approximate Nearest Neighbor Search

The in-memory algorithms for approximate nearest neighbor search (ANNS) have achieved great success for fast high-recall search, but are extremely expensive when handling very large scale database. Thus, there is an increasing request for the hybrid ANNS solutions with small memory and inexpensive solid-state drive (SSD). In this paper, we present a simple but efficient memory-disk hybrid indexing and search system, named SPANN, that follows the inverted index methodology. It stores the centroid points of the posting lists in the memory and the large posting lists in the disk. We guarantee both disk-access efficiency (low latency) and high recall by effectively reducing the disk-access number and retrieving high-quality posting lists. In the index-building stage, we adopt a hierarchical balanced clustering algorithm to balance the length of posting lists and augment the posting list by adding the points in the closure of the corresponding clusters. In the search stage, we use a query-aware scheme to dynamically prune the access of unnecessary posting lists. Experiment results demonstrate that SPANN is 2times faster than the state-of-the-art ANNS solution DiskANN to reach the same recall quality 90% with same memory cost in three billion-scale datasets. It can reach 90% recall@1 and recall@10 in just around one millisecond with only 32GB memory cost. Code is available at: {\footnotesizeblue{https://github.com/microsoft/SPTAG}}.

How Do Large Language Models Acquire Factual Knowledge During Pretraining?

Despite the recent observation that large language models (LLMs) can store substantial factual knowledge, there is a limited understanding of the mechanisms of how they acquire factual knowledge through pretraining. This work addresses this gap by studying how LLMs acquire factual knowledge during pretraining. The findings reveal several important insights into the dynamics of factual knowledge acquisition during pretraining. First, counterintuitively, we observe that pretraining on more data shows no significant improvement in the model's capability to acquire and maintain factual knowledge. Next, there is a power-law relationship between training steps and forgetting of memorization and generalization of factual knowledge, and LLMs trained with duplicated training data exhibit faster forgetting. Third, training LLMs with larger batch sizes can enhance the models' robustness to forgetting. Overall, our observations suggest that factual knowledge acquisition in LLM pretraining occurs by progressively increasing the probability of factual knowledge presented in the pretraining data at each step. However, this increase is diluted by subsequent forgetting. Based on this interpretation, we demonstrate that we can provide plausible explanations for recently observed behaviors of LLMs, such as the poor performance of LLMs on long-tail knowledge and the benefits of deduplicating the pretraining corpus.

LLM in a flash: Efficient Large Language Model Inference with Limited Memory

Large language models (LLMs) are central to modern natural language processing, delivering exceptional performance in various tasks. However, their intensive computational and memory requirements present challenges, especially for devices with limited DRAM capacity. This paper tackles the challenge of efficiently running LLMs that exceed the available DRAM capacity by storing the model parameters on flash memory but bringing them on demand to DRAM. Our method involves constructing an inference cost model that harmonizes with the flash memory behavior, guiding us to optimize in two critical areas: reducing the volume of data transferred from flash and reading data in larger, more contiguous chunks. Within this flash memory-informed framework, we introduce two principal techniques. First, "windowing'" strategically reduces data transfer by reusing previously activated neurons, and second, "row-column bundling", tailored to the sequential data access strengths of flash memory, increases the size of data chunks read from flash memory. These methods collectively enable running models up to twice the size of the available DRAM, with a 4-5x and 20-25x increase in inference speed compared to naive loading approaches in CPU and GPU, respectively. Our integration of sparsity awareness, context-adaptive loading, and a hardware-oriented design paves the way for effective inference of LLMs on devices with limited memory.

Contextual Memory Reweaving in Large Language Models Using Layered Latent State Reconstruction

Memory retention challenges in deep neural architectures have ongoing limitations in the ability to process and recall extended contextual information. Token dependencies degrade as sequence length increases, leading to a decline in coherence and factual consistency across longer outputs. A structured approach is introduced to mitigate this issue through the reweaving of latent states captured at different processing layers, reinforcing token representations over extended sequences. The proposed Contextual Memory Reweaving framework incorporates a Layered Latent State Reconstruction mechanism to systematically integrate past contextual embeddings without introducing external memory modules. Experimental results demonstrate improvements in recall accuracy across a range of sequence lengths, with notable gains in the retention of rarely occurring tokens and numerical reasoning consistency. Further analysis of computational efficiency indicates that the additional processing overhead remains within acceptable thresholds, enabling scalability across different model sizes. Evaluations in long-form text generation and ambiguous query resolution highlight the capacity of memory reweaving to enhance continuity and reduce inconsistencies over extended outputs. Attention weight distributions reveal more structured allocation patterns, suggesting that reweaved latent states contribute to improved contextual awareness. The findings establish a framework for refining memory retention mechanisms in language models, addressing long-standing challenges in handling complex, multi-step reasoning tasks.

Simple linear attention language models balance the recall-throughput tradeoff

Recent work has shown that attention-based language models excel at recall, the ability to ground generations in tokens previously seen in context. However, the efficiency of attention-based models is bottle-necked during inference by the KV-cache's aggressive memory consumption. In this work, we explore whether we can improve language model efficiency (e.g. by reducing memory consumption) without compromising on recall. By applying experiments and theory to a broad set of architectures, we identify a key tradeoff between a model's state size and recall ability. We show that efficient alternatives to attention (e.g. H3, Mamba, RWKV) maintain a fixed-size recurrent state, but struggle at recall. We propose BASED a simple architecture combining linear and sliding window attention. By varying BASED window size and linear attention feature dimension, we can dial the state size and traverse the pareto frontier of the recall-memory tradeoff curve, recovering the full quality of attention on one end and the small state size of attention-alternatives on the other. We train language models up to 1.3b parameters and show that BASED matches the strongest sub-quadratic models (e.g. Mamba) in perplexity and outperforms them on real-world recall-intensive tasks by 6.22 accuracy points. Implementations of linear attention are often less efficient than optimized standard attention implementations. To make BASED competitive, we develop IO-aware algorithms that enable 24x higher throughput on language generation than FlashAttention-2, when generating 1024 tokens using 1.3b parameter models. Code for this work is provided at: https://github.com/HazyResearch/based.

vAttention: Dynamic Memory Management for Serving LLMs without PagedAttention

Efficient use of GPU memory is essential for high throughput LLM inference. Prior systems reserved memory for the KV-cache ahead-of-time, resulting in wasted capacity due to internal fragmentation. Inspired by OS-based virtual memory systems, vLLM proposed PagedAttention to enable dynamic memory allocation for KV-cache. This approach eliminates fragmentation, enabling high-throughput LLM serving with larger batch sizes. However, to be able to allocate physical memory dynamically, PagedAttention changes the layout of KV-cache from contiguous virtual memory to non-contiguous virtual memory. This change requires attention kernels to be rewritten to support paging, and serving framework to implement a memory manager. Thus, the PagedAttention model leads to software complexity, portability issues, redundancy and inefficiency. In this paper, we propose vAttention for dynamic KV-cache memory management. In contrast to PagedAttention, vAttention retains KV-cache in contiguous virtual memory and leverages low-level system support for demand paging, that already exists, to enable on-demand physical memory allocation. Thus, vAttention unburdens the attention kernel developer from having to explicitly support paging and avoids re-implementation of memory management in the serving framework. We show that vAttention enables seamless dynamic memory management for unchanged implementations of various attention kernels. vAttention also generates tokens up to 1.97x faster than vLLM, while processing input prompts up to 3.92x and 1.45x faster than the PagedAttention variants of FlashAttention and FlashInfer.

ReLoop2: Building Self-Adaptive Recommendation Models via Responsive Error Compensation Loop

Industrial recommender systems face the challenge of operating in non-stationary environments, where data distribution shifts arise from evolving user behaviors over time. To tackle this challenge, a common approach is to periodically re-train or incrementally update deployed deep models with newly observed data, resulting in a continual training process. However, the conventional learning paradigm of neural networks relies on iterative gradient-based updates with a small learning rate, making it slow for large recommendation models to adapt. In this paper, we introduce ReLoop2, a self-correcting learning loop that facilitates fast model adaptation in online recommender systems through responsive error compensation. Inspired by the slow-fast complementary learning system observed in human brains, we propose an error memory module that directly stores error samples from incoming data streams. These stored samples are subsequently leveraged to compensate for model prediction errors during testing, particularly under distribution shifts. The error memory module is designed with fast access capabilities and undergoes continual refreshing with newly observed data samples during the model serving phase to support fast model adaptation. We evaluate the effectiveness of ReLoop2 on three open benchmark datasets as well as a real-world production dataset. The results demonstrate the potential of ReLoop2 in enhancing the responsiveness and adaptiveness of recommender systems operating in non-stationary environments.

Practical Continual Forgetting for Pre-trained Vision Models

For privacy and security concerns, the need to erase unwanted information from pre-trained vision models is becoming evident nowadays. In real-world scenarios, erasure requests originate at any time from both users and model owners, and these requests usually form a sequence. Therefore, under such a setting, selective information is expected to be continuously removed from a pre-trained model while maintaining the rest. We define this problem as continual forgetting and identify three key challenges. (i) For unwanted knowledge, efficient and effective deleting is crucial. (ii) For remaining knowledge, the impact brought by the forgetting procedure should be minimal. (iii) In real-world scenarios, the training samples may be scarce or partially missing during the process of forgetting. To address them, we first propose Group Sparse LoRA (GS-LoRA). Specifically, towards (i), we introduce LoRA modules to fine-tune the FFN layers in Transformer blocks for each forgetting task independently, and towards (ii), a simple group sparse regularization is adopted, enabling automatic selection of specific LoRA groups and zeroing out the others. To further extend GS-LoRA to more practical scenarios, we incorporate prototype information as additional supervision and introduce a more practical approach, GS-LoRA++. For each forgotten class, we move the logits away from its original prototype. For the remaining classes, we pull the logits closer to their respective prototypes. We conduct extensive experiments on face recognition, object detection and image classification and demonstrate that our method manages to forget specific classes with minimal impact on other classes. Codes have been released on https://github.com/bjzhb666/GS-LoRA.

Unforgettable Generalization in Language Models

When language models (LMs) are trained to forget (or "unlearn'') a skill, how precisely does their behavior change? We study the behavior of transformer LMs in which tasks have been forgotten via fine-tuning on randomized labels. Such LMs learn to generate near-random predictions for individual examples in the "training'' set used for forgetting. Across tasks, however, LMs exhibit extreme variability in whether LM predictions change on examples outside the training set. In some tasks (like entailment classification), forgetting generalizes robustly, and causes models to produce uninformative predictions on new task instances; in other tasks (like physical commonsense reasoning and scientific question answering) forgetting affects only the training examples, and models continue to perform the "forgotten'' task accurately even for examples very similar to those that appeared in the training set. Dataset difficulty is not predictive of whether a behavior can be forgotten; instead, generalization in forgetting is (weakly) predicted by the confidence of LMs' initial task predictions and the variability of LM representations of training data, with low confidence and low variability both associated with greater generalization. Perhaps most surprisingly, random-label forgetting appears to be somewhat insensitive to the contents of the training set: for example, models trained on science questions with random labels continue to answer other science questions accurately, but begin to produce random labels on entailment classification tasks. Finally, we show that even generalizable forgetting is shallow: linear probes trained on LMs' representations can still perform tasks reliably after forgetting. Our results highlight the difficulty and unpredictability of performing targeted skill removal from models via fine-tuning.

A Model or 603 Exemplars: Towards Memory-Efficient Class-Incremental Learning

Real-world applications require the classification model to adapt to new classes without forgetting old ones. Correspondingly, Class-Incremental Learning (CIL) aims to train a model with limited memory size to meet this requirement. Typical CIL methods tend to save representative exemplars from former classes to resist forgetting, while recent works find that storing models from history can substantially boost the performance. However, the stored models are not counted into the memory budget, which implicitly results in unfair comparisons. We find that when counting the model size into the total budget and comparing methods with aligned memory size, saving models do not consistently work, especially for the case with limited memory budgets. As a result, we need to holistically evaluate different CIL methods at different memory scales and simultaneously consider accuracy and memory size for measurement. On the other hand, we dive deeply into the construction of the memory buffer for memory efficiency. By analyzing the effect of different layers in the network, we find that shallow and deep layers have different characteristics in CIL. Motivated by this, we propose a simple yet effective baseline, denoted as MEMO for Memory-efficient Expandable MOdel. MEMO extends specialized layers based on the shared generalized representations, efficiently extracting diverse representations with modest cost and maintaining representative exemplars. Extensive experiments on benchmark datasets validate MEMO's competitive performance. Code is available at: https://github.com/wangkiw/ICLR23-MEMO

MemoryBank: Enhancing Large Language Models with Long-Term Memory

Revolutionary advancements in Large Language Models have drastically reshaped our interactions with artificial intelligence systems. Despite this, a notable hindrance remains-the deficiency of a long-term memory mechanism within these models. This shortfall becomes increasingly evident in situations demanding sustained interaction, such as personal companion systems and psychological counseling. Therefore, we propose MemoryBank, a novel memory mechanism tailored for LLMs. MemoryBank enables the models to summon relevant memories, continually evolve through continuous memory updates, comprehend, and adapt to a user personality by synthesizing information from past interactions. To mimic anthropomorphic behaviors and selectively preserve memory, MemoryBank incorporates a memory updating mechanism, inspired by the Ebbinghaus Forgetting Curve theory, which permits the AI to forget and reinforce memory based on time elapsed and the relative significance of the memory, thereby offering a human-like memory mechanism. MemoryBank is versatile in accommodating both closed-source models like ChatGPT and open-source models like ChatGLM. We exemplify application of MemoryBank through the creation of an LLM-based chatbot named SiliconFriend in a long-term AI Companion scenario. Further tuned with psychological dialogs, SiliconFriend displays heightened empathy in its interactions. Experiment involves both qualitative analysis with real-world user dialogs and quantitative analysis with simulated dialogs. In the latter, ChatGPT acts as users with diverse characteristics and generates long-term dialog contexts covering a wide array of topics. The results of our analysis reveal that SiliconFriend, equipped with MemoryBank, exhibits a strong capability for long-term companionship as it can provide emphatic response, recall relevant memories and understand user personality.

Dualformer: Controllable Fast and Slow Thinking by Learning with Randomized Reasoning Traces

In human cognition theory, human thinking is governed by two systems: the fast and intuitive System 1 and the slower but more deliberative System 2. Recent studies have shown that incorporating System 2 process into Transformers including large language models (LLMs), significantly enhances their reasoning capabilities. Nevertheless, models that purely resemble System 2 thinking require substantially higher computational costs and are much slower to respond. To address this challenge, we present Dualformer, a single Transformer model that seamlessly integrates both the fast and slow reasoning modes. Dualformer is obtained by training on data with randomized reasoning traces, where different parts of the traces are dropped during training. The dropping strategies are specifically tailored according to the trace structure, analogous to analyzing our thinking process and creating shortcuts with patterns. At inference time, our model can be configured to output only the solutions (fast mode) or both the reasoning chain and the final solution (slow mode), or automatically decide which mode to engage (auto mode). In all cases, Dualformer outperforms the corresponding baseline models in both performance and computational efficiency: (1) in slow mode, Dualformer optimally solves unseen 30 x 30 maze navigation tasks 97.6% of the time, surpassing the Searchformer (trained on data with complete reasoning traces) baseline performance of 93.3%, while only using 45.5% fewer reasoning steps; (2) in fast mode, Dualformer completes those tasks with an 80% optimal rate, significantly outperforming the Solution-Only model (trained on solution-only data), which has an optimal rate of only 30%. For math problems, our techniques have also achieved improved performance with LLM fine-tuning, showing its generalization beyond task-specific models.

Challenging Common Assumptions about Catastrophic Forgetting

Building learning agents that can progressively learn and accumulate knowledge is the core goal of the continual learning (CL) research field. Unfortunately, training a model on new data usually compromises the performance on past data. In the CL literature, this effect is referred to as catastrophic forgetting (CF). CF has been largely studied, and a plethora of methods have been proposed to address it on short sequences of non-overlapping tasks. In such setups, CF always leads to a quick and significant drop in performance in past tasks. Nevertheless, despite CF, recent work showed that SGD training on linear models accumulates knowledge in a CL regression setup. This phenomenon becomes especially visible when tasks reoccur. We might then wonder if DNNs trained with SGD or any standard gradient-based optimization accumulate knowledge in such a way. Such phenomena would have interesting consequences for applying DNNs to real continual scenarios. Indeed, standard gradient-based optimization methods are significantly less computationally expensive than existing CL algorithms. In this paper, we study the progressive knowledge accumulation (KA) in DNNs trained with gradient-based algorithms in long sequences of tasks with data re-occurrence. We propose a new framework, SCoLe (Scaling Continual Learning), to investigate KA and discover that catastrophic forgetting has a limited effect on DNNs trained with SGD. When trained on long sequences with data sparsely re-occurring, the overall accuracy improves, which might be counter-intuitive given the CF phenomenon. We empirically investigate KA in DNNs under various data occurrence frequencies and propose simple and scalable strategies to increase knowledge accumulation in DNNs.

Understanding AI Cognition: A Neural Module for Inference Inspired by Human Memory Mechanisms

How humans and machines make sense of current inputs for relation reasoning and question-answering while putting the perceived information into context of our past memories, has been a challenging conundrum in cognitive science and artificial intelligence. Inspired by human brain's memory system and cognitive architectures, we propose a PMI framework that consists of perception, memory and inference components. Notably, the memory module comprises working and long-term memory, with the latter endowed with a higher-order structure to retain more accumulated knowledge and experiences. Through a differentiable competitive write access, current perceptions update working memory, which is later merged with long-term memory via outer product associations, averting memory overflow and minimizing information conflicts. In the inference module, relevant information is retrieved from two separate memory origins and associatively integrated to attain a more comprehensive and precise interpretation of current perceptions. We exploratively apply our PMI to improve prevailing Transformers and CNN models on question-answering tasks like bAbI-20k and Sort-of-CLEVR datasets, as well as relation calculation and image classification tasks, and in each case, our PMI enhancements consistently outshine their original counterparts significantly. Visualization analyses reveal that memory consolidation, along with the interaction and integration of information from diverse memory sources, substantially contributes to the model effectiveness on inference tasks.

ThinK: Thinner Key Cache by Query-Driven Pruning

Large Language Models (LLMs) have revolutionized the field of natural language processing, achieving unprecedented performance across a variety of applications by leveraging increased model sizes and sequence lengths. However, the associated rise in computational and memory costs poses significant challenges, particularly in managing long sequences due to the quadratic complexity of the transformer attention mechanism. This paper focuses on the long-context scenario, addressing the inefficiencies in KV cache memory consumption during inference. Unlike existing approaches that optimize the memory based on the sequence lengths, we uncover that the channel dimension of the KV cache exhibits significant redundancy, characterized by unbalanced magnitude distribution and low-rank structure in attention weights. Based on these observations, we propose ThinK, a novel query-dependent KV cache pruning method designed to minimize attention weight loss while selectively pruning the least significant channels. Our approach not only maintains or enhances model accuracy but also achieves a reduction in memory costs by over 20% compared with vanilla KV cache eviction methods. Extensive evaluations on the LLaMA3 and Mistral models across various long-sequence datasets confirm the efficacy of ThinK, setting a new precedent for efficient LLM deployment without compromising performance. We also outline the potential of extending our method to value cache pruning, demonstrating ThinK's versatility and broad applicability in reducing both memory and computational overheads.

Catastrophic Interference is Mitigated in Naturalistic Power-Law Learning Environments

Neural networks often suffer from catastrophic interference (CI): performance on previously learned tasks drops off significantly when learning a new task. This contrasts strongly with humans, who can sequentially learn new tasks without appreciably forgetting previous tasks. Prior work has explored various techniques for mitigating CI such as regularization, rehearsal, generative replay, and distillation methods. The current work takes a different approach, one guided by cognitive science research showing that in naturalistic environments, the probability of encountering a task decreases as a power-law of the time since it was last performed. We argue that a realistic evaluation of techniques for the mitigation of CI should be performed in simulated naturalistic learning environments. Thus, we evaluate the extent of mitigation of CI when training simple rehearsal-based methods in power-law environments similar to the ones humans face. Our work explores this novel rehearsal-based approach for a domain-incremental task: learning permutations in the MNIST task. We compare our rehearsal environment with other baselines to show its efficacy in promoting continual learning. Additionally, we investigate whether this environment shows forward facilitation, i.e., faster learning of later tasks. Next, we explore the robustness of our learning environment to the number of tasks, model size, and amount of data rehearsed after each task. Notably, our results show that the performance is comparable or superior to that of models trained using popular regularization methods and also to rehearsals in non-power-law environments. The benefits of this training paradigm include simplicity and the lack of a need for extra neural circuitry. In addition, because our method is orthogonal to other methods, future research can combine training in power-law environments with other continual learning mechanisms.

HiAgent: Hierarchical Working Memory Management for Solving Long-Horizon Agent Tasks with Large Language Model

Large Language Model (LLM)-based agents exhibit significant potential across various domains, operating as interactive systems that process environmental observations to generate executable actions for target tasks. The effectiveness of these agents is significantly influenced by their memory mechanism, which records historical experiences as sequences of action-observation pairs. We categorize memory into two types: cross-trial memory, accumulated across multiple attempts, and in-trial memory (working memory), accumulated within a single attempt. While considerable research has optimized performance through cross-trial memory, the enhancement of agent performance through improved working memory utilization remains underexplored. Instead, existing approaches often involve directly inputting entire historical action-observation pairs into LLMs, leading to redundancy in long-horizon tasks. Inspired by human problem-solving strategies, this paper introduces HiAgent, a framework that leverages subgoals as memory chunks to manage the working memory of LLM-based agents hierarchically. Specifically, HiAgent prompts LLMs to formulate subgoals before generating executable actions and enables LLMs to decide proactively to replace previous subgoals with summarized observations, retaining only the action-observation pairs relevant to the current subgoal. Experimental results across five long-horizon tasks demonstrate that HiAgent achieves a twofold increase in success rate and reduces the average number of steps required by 3.8. Additionally, our analysis shows that HiAgent consistently improves performance across various steps, highlighting its robustness and generalizability. Project Page: https://github.com/HiAgent2024/HiAgent .

SirLLM: Streaming Infinite Retentive LLM

As Large Language Models (LLMs) become increasingly prevalent in various domains, their ability to process inputs of any length and maintain a degree of memory becomes essential. However, the one-off input of overly long texts is limited, as studies have shown that when input lengths exceed the LLMs' pre-trained text length, there is a dramatic decline in text generation capabilities. Moreover, simply extending the length of pre-training texts is impractical due to the difficulty in obtaining long text data and the substantial memory consumption costs this would entail for LLMs. Recent efforts have employed streaming inputs to alleviate the pressure of excessively long text inputs, but this approach can significantly impair the model's long-term memory capabilities. Motivated by this challenge, we introduce Streaming Infinite Retentive LLM (SirLLM), which allows LLMs to maintain longer memory during infinite-length dialogues without the need for fine-tuning. SirLLM utilizes the Token Entropy metric and a memory decay mechanism to filter key phrases, endowing LLMs with both long-lasting and flexible memory. We designed three distinct tasks and constructed three datasets to measure the effectiveness of SirLLM from various angles: (1) DailyDialog; (2) Grocery Shopping; (3) Rock-Paper-Scissors. Our experimental results robustly demonstrate that SirLLM can achieve stable and significant improvements across different LLMs and tasks, compellingly proving its effectiveness. When having a coversation, "A sir could forget himself," but SirLLM never does! Our code is publicly available at https://github.com/Zoeyyao27/SirLLM

CoAT: Chain-of-Associated-Thoughts Framework for Enhancing Large Language Models Reasoning

Research on LLM technologies is rapidly emerging, with most of them employing a 'fast thinking' approach to inference. Most LLMs generate the final result based solely on a single query and LLM's reasoning capabilities. However, with the advent of OpenAI-o1, 'slow thinking' techniques have garnered increasing attention because its process is closer to the human thought process. Inspired by the human ability to constantly associate and replenish knowledge during thinking, we developed the novel Chain-of-Associated-Thoughts (CoAT) framework, which introduces an innovative synergy between the Monte Carlo Tree Search (MCTS) algorithm and a dynamic mechanism for integrating new key information, termed 'associative memory'. By combining the structured exploration capabilities of MCTS with the adaptive learning capacity of associative memory, CoAT significantly expands the LLM search space, enabling our framework to explore diverse reasoning pathways and dynamically update its knowledge base in real-time. This allows the framework to not only revisit and refine earlier inferences but also adaptively incorporate evolving information, ensuring that the final output is both accurate and comprehensive. To validate the effectiveness of our framework, we conducted extensive experiments across a range of generative and reasoning tasks. These experiments demonstrated that our framework outperforms conventional inference processes on accuracy, coherence, and diversity. The framework's ability to iteratively expand its search space while retaining contextually relevant information results.

Efficiently Training 7B LLM with 1 Million Sequence Length on 8 GPUs

Nowadays, Large Language Models (LLMs) have been trained using extended context lengths to foster more creative applications. However, long context training poses great challenges considering the constraint of GPU memory. It not only leads to substantial activation memory consumption during training, but also incurs considerable memory fragmentation. To facilitate long context training, existing frameworks have adopted strategies such as recomputation and various forms of parallelisms. Nevertheless, these techniques rely on redundant computation or extensive communication, resulting in low Model FLOPS Utilization (MFU). In this paper, we propose MEMO, a novel LLM training framework designed for fine-grained activation memory management. Given the quadratic scaling of computation and linear scaling of memory with sequence lengths when using FlashAttention, we offload memory-consuming activations to CPU memory after each layer's forward pass and fetch them during the backward pass. To maximize the swapping of activations without hindering computation, and to avoid exhausting limited CPU memory, we implement a token-wise activation recomputation and swapping mechanism. Furthermore, we tackle the memory fragmentation issue by employing a bi-level Mixed Integer Programming (MIP) approach, optimizing the reuse of memory across transformer layers. Empirical results demonstrate that MEMO achieves an average of 2.42x and 2.26x MFU compared to Megatron-LM and DeepSpeed, respectively. This improvement is attributed to MEMO's ability to minimize memory fragmentation, reduce recomputation and intensive communication, and circumvent the delays associated with the memory reorganization process due to fragmentation. By leveraging fine-grained activation memory management, MEMO facilitates efficient training of 7B LLM with 1 million sequence length on just 8 A800 GPUs, achieving an MFU of 52.30%.

Does Learning Require Memorization? A Short Tale about a Long Tail

State-of-the-art results on image recognition tasks are achieved using over-parameterized learning algorithms that (nearly) perfectly fit the training set and are known to fit well even random labels. This tendency to memorize the labels of the training data is not explained by existing theoretical analyses. Memorization of the training data also presents significant privacy risks when the training data contains sensitive personal information and thus it is important to understand whether such memorization is necessary for accurate learning. We provide the first conceptual explanation and a theoretical model for this phenomenon. Specifically, we demonstrate that for natural data distributions memorization of labels is necessary for achieving close-to-optimal generalization error. Crucially, even labels of outliers and noisy labels need to be memorized. The model is motivated and supported by the results of several recent empirical works. In our model, data is sampled from a mixture of subpopulations and our results show that memorization is necessary whenever the distribution of subpopulation frequencies is long-tailed. Image and text data is known to be long-tailed and therefore our results establish a formal link between these empirical phenomena. Our results allow to quantify the cost of limiting memorization in learning and explain the disparate effects that privacy and model compression have on different subgroups.

FlashAttention: Fast and Memory-Efficient Exact Attention with IO-Awareness

Transformers are slow and memory-hungry on long sequences, since the time and memory complexity of self-attention are quadratic in sequence length. Approximate attention methods have attempted to address this problem by trading off model quality to reduce the compute complexity, but often do not achieve wall-clock speedup. We argue that a missing principle is making attention algorithms IO-aware -- accounting for reads and writes between levels of GPU memory. We propose FlashAttention, an IO-aware exact attention algorithm that uses tiling to reduce the number of memory reads/writes between GPU high bandwidth memory (HBM) and GPU on-chip SRAM. We analyze the IO complexity of FlashAttention, showing that it requires fewer HBM accesses than standard attention, and is optimal for a range of SRAM sizes. We also extend FlashAttention to block-sparse attention, yielding an approximate attention algorithm that is faster than any existing approximate attention method. FlashAttention trains Transformers faster than existing baselines: 15% end-to-end wall-clock speedup on BERT-large (seq. length 512) compared to the MLPerf 1.1 training speed record, 3times speedup on GPT-2 (seq. length 1K), and 2.4times speedup on long-range arena (seq. length 1K-4K). FlashAttention and block-sparse FlashAttention enable longer context in Transformers, yielding higher quality models (0.7 better perplexity on GPT-2 and 6.4 points of lift on long-document classification) and entirely new capabilities: the first Transformers to achieve better-than-chance performance on the Path-X challenge (seq. length 16K, 61.4% accuracy) and Path-256 (seq. length 64K, 63.1% accuracy).

Efficient Content-Based Sparse Attention with Routing Transformers

Self-attention has recently been adopted for a wide range of sequence modeling problems. Despite its effectiveness, self-attention suffers from quadratic compute and memory requirements with respect to sequence length. Successful approaches to reduce this complexity focused on attending to local sliding windows or a small set of locations independent of content. Our work proposes to learn dynamic sparse attention patterns that avoid allocating computation and memory to attend to content unrelated to the query of interest. This work builds upon two lines of research: it combines the modeling flexibility of prior work on content-based sparse attention with the efficiency gains from approaches based on local, temporal sparse attention. Our model, the Routing Transformer, endows self-attention with a sparse routing module based on online k-means while reducing the overall complexity of attention to Oleft(n^{1.5}dright) from Oleft(n^2dright) for sequence length n and hidden dimension d. We show that our model outperforms comparable sparse attention models on language modeling on Wikitext-103 (15.8 vs 18.3 perplexity) as well as on image generation on ImageNet-64 (3.43 vs 3.44 bits/dim) while using fewer self-attention layers. Additionally, we set a new state-of-the-art on the newly released PG-19 data-set, obtaining a test perplexity of 33.2 with a 22 layer Routing Transformer model trained on sequences of length 8192.

MOS: Model Surgery for Pre-Trained Model-Based Class-Incremental Learning

Class-Incremental Learning (CIL) requires models to continually acquire knowledge of new classes without forgetting old ones. Despite Pre-trained Models (PTMs) have shown excellent performance in CIL, catastrophic forgetting still occurs as the model learns new concepts. Existing work seeks to utilize lightweight components to adjust the PTM, while the forgetting phenomenon still comes from {\em parameter and retrieval} levels. Specifically, iterative updates of the model result in parameter drift, while mistakenly retrieving irrelevant modules leads to the mismatch during inference. To this end, we propose MOdel Surgery (MOS) to rescue the model from forgetting previous knowledge. By training task-specific adapters, we continually adjust the PTM to downstream tasks. To mitigate parameter-level forgetting, we present an adapter merging approach to learn task-specific adapters, which aims to bridge the gap between different components while reserve task-specific information. Besides, to address retrieval-level forgetting, we introduce a training-free self-refined adapter retrieval mechanism during inference, which leverages the model's inherent ability for better adapter retrieval. By jointly rectifying the model with those steps, MOS can robustly resist catastrophic forgetting in the learning process. Extensive experiments on seven benchmark datasets validate MOS's state-of-the-art performance. Code is available at: https://github.com/sun-hailong/AAAI25-MOS

MemControl: Mitigating Memorization in Diffusion Models via Automated Parameter Selection

Diffusion models excel in generating images that closely resemble their training data but are also susceptible to data memorization, raising privacy, ethical, and legal concerns, particularly in sensitive domains such as medical imaging. We hypothesize that this memorization stems from the overparameterization of deep models and propose that regularizing model capacity during fine-tuning can mitigate this issue. Firstly, we empirically show that regulating the model capacity via Parameter-efficient fine-tuning (PEFT) mitigates memorization to some extent, however, it further requires the identification of the exact parameter subsets to be fine-tuned for high-quality generation. To identify these subsets, we introduce a bi-level optimization framework, MemControl, that automates parameter selection using memorization and generation quality metrics as rewards during fine-tuning. The parameter subsets discovered through MemControl achieve a superior tradeoff between generation quality and memorization. For the task of medical image generation, our approach outperforms existing state-of-the-art memorization mitigation strategies by fine-tuning as few as 0.019% of model parameters. Moreover, we demonstrate that the discovered parameter subsets are transferable to non-medical domains. Our framework is scalable to large datasets, agnostic to reward functions, and can be integrated with existing approaches for further memorization mitigation. To the best of our knowledge, this is the first study to empirically evaluate memorization in medical images and propose a targeted yet universal mitigation strategy. The code is available at https://github.com/Raman1121/Diffusion_Memorization_HPO.

A-MEM: Agentic Memory for LLM Agents

While large language model (LLM) agents can effectively use external tools for complex real-world tasks, they require memory systems to leverage historical experiences. Current memory systems enable basic storage and retrieval but lack sophisticated memory organization, despite recent attempts to incorporate graph databases. Moreover, these systems' fixed operations and structures limit their adaptability across diverse tasks. To address this limitation, this paper proposes a novel agentic memory system for LLM agents that can dynamically organize memories in an agentic way. Following the basic principles of the Zettelkasten method, we designed our memory system to create interconnected knowledge networks through dynamic indexing and linking. When a new memory is added, we generate a comprehensive note containing multiple structured attributes, including contextual descriptions, keywords, and tags. The system then analyzes historical memories to identify relevant connections, establishing links where meaningful similarities exist. Additionally, this process enables memory evolution - as new memories are integrated, they can trigger updates to the contextual representations and attributes of existing historical memories, allowing the memory network to continuously refine its understanding. Our approach combines the structured organization principles of Zettelkasten with the flexibility of agent-driven decision making, allowing for more adaptive and context-aware memory management. Empirical experiments on six foundation models show superior improvement against existing SOTA baselines. The source code for evaluating performance is available at https://github.com/WujiangXu/AgenticMemory, while the source code of agentic memory system is available at https://github.com/agiresearch/A-mem.

HFT: Half Fine-Tuning for Large Language Models

Large language models (LLMs) with one or more fine-tuning phases have become a necessary step to unlock various capabilities, enabling LLMs to follow natural language instructions or align with human preferences. However, it carries the risk of catastrophic forgetting during sequential training, the parametric knowledge or the ability learned in previous stages may be overwhelmed by incoming training data. In this paper, we find that by regularly resetting partial parameters, LLMs can restore some of the original knowledge. Inspired by this, we introduce Half Fine-Tuning (HFT) for LLMs, as a substitute for full fine-tuning (FFT), to mitigate the forgetting issues, where half of the parameters are selected to learn new tasks while the other half are frozen to remain previous knowledge. We provide a feasibility analysis from the perspective of optimization and interpret the parameter selection operation as a regularization term. Without changing the model architecture, HFT could be seamlessly integrated into existing fine-tuning frameworks. Extensive experiments and analysis on supervised fine-tuning, direct preference optimization, and continual learning consistently demonstrate the effectiveness, robustness, and efficiency of HFT. Compared with FFT, HFT not only significantly alleviates the forgetting problem, but also achieves the best performance in a series of downstream benchmarks, with an approximately 30% reduction in training time.

A Unified and General Framework for Continual Learning

Continual Learning (CL) focuses on learning from dynamic and changing data distributions while retaining previously acquired knowledge. Various methods have been developed to address the challenge of catastrophic forgetting, including regularization-based, Bayesian-based, and memory-replay-based techniques. However, these methods lack a unified framework and common terminology for describing their approaches. This research aims to bridge this gap by introducing a comprehensive and overarching framework that encompasses and reconciles these existing methodologies. Notably, this new framework is capable of encompassing established CL approaches as special instances within a unified and general optimization objective. An intriguing finding is that despite their diverse origins, these methods share common mathematical structures. This observation highlights the compatibility of these seemingly distinct techniques, revealing their interconnectedness through a shared underlying optimization objective. Moreover, the proposed general framework introduces an innovative concept called refresh learning, specifically designed to enhance the CL performance. This novel approach draws inspiration from neuroscience, where the human brain often sheds outdated information to improve the retention of crucial knowledge and facilitate the acquisition of new information. In essence, refresh learning operates by initially unlearning current data and subsequently relearning it. It serves as a versatile plug-in that seamlessly integrates with existing CL methods, offering an adaptable and effective enhancement to the learning process. Extensive experiments on CL benchmarks and theoretical analysis demonstrate the effectiveness of the proposed refresh learning. Code is available at https://github.com/joey-wang123/CL-refresh-learning.

How Abilities in Large Language Models are Affected by Supervised Fine-tuning Data Composition

Large language models (LLMs) with enormous pre-training tokens and parameter amounts emerge abilities, including math reasoning, code generation, and instruction following. These abilities are further enhanced by supervised fine-tuning (SFT). The open-source community has studied on ad-hoc SFT for each ability, while proprietary LLMs are versatile for all abilities. It is important to investigate how to unlock them with multiple abilities via SFT. In this study, we specifically focus on the data composition between mathematical reasoning, code generation, and general human-aligning abilities during SFT. From a scaling perspective, we investigate the relationship between model abilities and various factors including data amounts, data composition ratio, model parameters, and SFT strategies. Our experiments reveal that different abilities exhibit different scaling patterns, and larger models generally show superior performance with the same amount of data. Mathematical reasoning and code generation improve as data amounts increase consistently, while the general ability is enhanced with about a thousand samples and improves slowly. We find data composition results in various abilities improvements with low data amounts, while conflicts of abilities with high data amounts. Our experiments further show that composition data amount impacts performance, while the influence of composition ratio is insignificant. Regarding the SFT strategies, we evaluate sequential learning multiple abilities are prone to catastrophic forgetting. Our proposed Dual-stage Mixed Fine-tuning (DMT) strategy learns specialized abilities first and then learns general abilities with a small amount of specialized data to prevent forgetting, offering a promising solution to learn multiple abilities with different scaling patterns.

Memorized Images in Diffusion Models share a Subspace that can be Located and Deleted

Large-scale text-to-image diffusion models excel in generating high-quality images from textual inputs, yet concerns arise as research indicates their tendency to memorize and replicate training data, raising We also addressed the issue of memorization in diffusion models, where models tend to replicate exact training samples raising copyright infringement and privacy issues. Efforts within the text-to-image community to address memorization explore causes such as data duplication, replicated captions, or trigger tokens, proposing per-prompt inference-time or training-time mitigation strategies. In this paper, we focus on the feed-forward layers and begin by contrasting neuron activations of a set of memorized and non-memorized prompts. Experiments reveal a surprising finding: many different sets of memorized prompts significantly activate a common subspace in the model, demonstrating, for the first time, that memorization in the diffusion models lies in a special subspace. Subsequently, we introduce a novel post-hoc method for editing pre-trained models, whereby memorization is mitigated through the straightforward pruning of weights in specialized subspaces, avoiding the need to disrupt the training or inference process as seen in prior research. Finally, we demonstrate the robustness of the pruned model against training data extraction attacks, thereby unveiling new avenues for a practical and one-for-all solution to memorization.

Human-like Episodic Memory for Infinite Context LLMs

Large language models (LLMs) have shown remarkable capabilities, but still struggle with processing extensive contexts, limiting their ability to maintain coherence and accuracy over long sequences. In contrast, the human brain excels at organising and retrieving episodic experiences across vast temporal scales, spanning a lifetime. In this work, we introduce EM-LLM, a novel approach that integrates key aspects of human episodic memory and event cognition into LLMs, enabling them to effectively handle practically infinite context lengths while maintaining computational efficiency. EM-LLM organises sequences of tokens into coherent episodic events using a combination of Bayesian surprise and graph-theoretic boundary refinement in an on-line fashion. When needed, these events are retrieved through a two-stage memory process, combining similarity-based and temporally contiguous retrieval for efficient and human-like access to relevant information. Experiments on the LongBench dataset demonstrate EM-LLM's superior performance, outperforming the state-of-the-art InfLLM model with an overall relative improvement of 4.3% across various tasks, including a 33% improvement on the PassageRetrieval task. Furthermore, our analysis reveals strong correlations between EM-LLM's event segmentation and human-perceived events, suggesting a bridge between this artificial system and its biological counterpart. This work not only advances LLM capabilities in processing extended contexts but also provides a computational framework for exploring human memory mechanisms, opening new avenues for interdisciplinary research in AI and cognitive science.

TCNCA: Temporal Convolution Network with Chunked Attention for Scalable Sequence Processing

MEGA is a recent transformer-based architecture, which utilizes a linear recurrent operator whose parallel computation, based on the FFT, scales as O(LlogL), with L being the sequence length. We build upon their approach by replacing the linear recurrence with a special temporal convolutional network which permits larger receptive field size with shallower networks, and reduces the computational complexity to O(L). The resulting model is called TCNCA, a Temporal Convolutional Network with Chunked Attention. We evaluate TCNCA on EnWik8 language modeling, long-range-arena (LRA) sequence classification, as well as a synthetic reasoning benchmark associative recall. On EnWik8, TCNCA outperforms MEGA, reaching a lower loss with 1.37times/1.24times faster forward/backward pass during training. The dilated convolutions used in TCNCA are consistently and significantly faster operations than the FFT-based parallelized recurrence in GPUs, making them a scalable candidate for handling very large sequence lengths: they are up to 7.07times/2.86times faster in the forward/backward pass for sequences up to 131k. Further on LRA, TCNCA achieves, on average, 1.28times speed-up during inference with similar accuracy to what MEGA achieves. On associative recall, we find that even a simplified version of TCNCA, without excessive multiplicative and additive interactions, remains superior or competitive to MEGA on a range of sequence lengths and vocabulary sizes.

HMT: Hierarchical Memory Transformer for Long Context Language Processing

Transformer-based large language models (LLM) have been widely used in language processing applications. However, most of them restrict the context window that permits the model to attend to every token in the inputs. Previous works in recurrent models can memorize past tokens to enable unlimited context and maintain effectiveness. However, they have "flat" memory architectures, which have limitations in selecting and filtering information. Since humans are good at learning and self-adjustment, we speculate that imitating brain memory hierarchy is beneficial for model memorization. We propose the Hierarchical Memory Transformer (HMT), a novel framework that enables and improves models' long-context processing ability by imitating human memorization behavior. Leveraging memory-augmented segment-level recurrence, we organize the memory hierarchy by preserving tokens from early input token segments, passing memory embeddings along the sequence, and recalling relevant information from history. Evaluating general language modeling (Wikitext-103, PG-19) and question-answering tasks (PubMedQA), we show that HMT steadily improves the long-context processing ability of context-constrained and long-context models. With an additional 0.5% - 2% of parameters, HMT can easily plug in and augment future LLMs to handle long context effectively. Our code is open-sourced on Github: https://github.com/OswaldHe/HMT-pytorch.

A Closer Look at Rehearsal-Free Continual Learning

Continual learning is a setting where machine learning models learn novel concepts from continuously shifting training data, while simultaneously avoiding degradation of knowledge on previously seen classes which may disappear from the training data for extended periods of time (a phenomenon known as the catastrophic forgetting problem). Current approaches for continual learning of a single expanding task (aka class-incremental continual learning) require extensive rehearsal of previously seen data to avoid this degradation of knowledge. Unfortunately, rehearsal comes at a cost to memory, and it may also violate data-privacy. Instead, we explore combining knowledge distillation and parameter regularization in new ways to achieve strong continual learning performance without rehearsal. Specifically, we take a deep dive into common continual learning techniques: prediction distillation, feature distillation, L2 parameter regularization, and EWC parameter regularization. We first disprove the common assumption that parameter regularization techniques fail for rehearsal-free continual learning of a single, expanding task. Next, we explore how to leverage knowledge from a pre-trained model in rehearsal-free continual learning and find that vanilla L2 parameter regularization outperforms EWC parameter regularization and feature distillation. Finally, we explore the recently popular ImageNet-R benchmark, and show that L2 parameter regularization implemented in self-attention blocks of a ViT transformer outperforms recent popular prompting for continual learning methods.

Spatially-Aware Transformer for Embodied Agents

Episodic memory plays a crucial role in various cognitive processes, such as the ability to mentally recall past events. While cognitive science emphasizes the significance of spatial context in the formation and retrieval of episodic memory, the current primary approach to implementing episodic memory in AI systems is through transformers that store temporally ordered experiences, which overlooks the spatial dimension. As a result, it is unclear how the underlying structure could be extended to incorporate the spatial axis beyond temporal order alone and thereby what benefits can be obtained. To address this, this paper explores the use of Spatially-Aware Transformer models that incorporate spatial information. These models enable the creation of place-centric episodic memory that considers both temporal and spatial dimensions. Adopting this approach, we demonstrate that memory utilization efficiency can be improved, leading to enhanced accuracy in various place-centric downstream tasks. Additionally, we propose the Adaptive Memory Allocator, a memory management method based on reinforcement learning that aims to optimize efficiency of memory utilization. Our experiments demonstrate the advantages of our proposed model in various environments and across multiple downstream tasks, including prediction, generation, reasoning, and reinforcement learning. The source code for our models and experiments will be available at https://github.com/junmokane/spatially-aware-transformer.

Dual Process Learning: Controlling Use of In-Context vs. In-Weights Strategies with Weight Forgetting

Language models have the ability to perform in-context learning (ICL), allowing them to flexibly adapt their behavior based on context. This contrasts with in-weights learning, where information is statically encoded in model parameters from iterated observations of the data. Despite this apparent ability to learn in-context, language models are known to struggle when faced with unseen or rarely seen tokens. Hence, we study structural in-context learning, which we define as the ability of a model to execute in-context learning on arbitrary tokens -- so called because the model must generalize on the basis of e.g. sentence structure or task structure, rather than semantic content encoded in token embeddings. An ideal model would be able to do both: flexibly deploy in-weights operations (in order to robustly accommodate ambiguous or unknown contexts using encoded semantic information) and structural in-context operations (in order to accommodate novel tokens). We study structural in-context algorithms in a simple part-of-speech setting using both practical and toy models. We find that active forgetting, a technique that was recently introduced to help models generalize to new languages, forces models to adopt structural in-context learning solutions. Finally, we introduce temporary forgetting, a straightforward extension of active forgetting that enables one to control how much a model relies on in-weights vs. in-context solutions. Importantly, temporary forgetting allows us to induce a dual process strategy where in-context and in-weights solutions coexist within a single model.

D2O: Dynamic Discriminative Operations for Efficient Generative Inference of Large Language Models

Efficient inference in Large Language Models (LLMs) is impeded by the growing memory demands of key-value (KV) caching, especially for longer sequences. Traditional KV cache eviction strategies, which prioritize less critical KV-pairs based on attention scores, often degrade generation quality, leading to issues such as context loss or hallucinations. To address this, we introduce Dynamic Discriminative Operations (D2O), a novel method that utilizes two-level discriminative strategies to optimize KV cache size without fine-tuning, while preserving essential context. Initially, by observing varying densities of attention weights between shallow and deep layers, we use this insight to determine which layers should avoid excessive eviction to minimize information loss. Subsequently, for the eviction strategy in each layer, D2O innovatively incorporates a compensation mechanism that maintains a similarity threshold to re-discriminate the importance of previously discarded tokens, determining whether they should be recalled and merged with similar tokens. Our approach not only achieves significant memory savings and enhances inference throughput by more than 3 times but also maintains high-quality long-text generation. Extensive experiments across various benchmarks and LLM architectures have demonstrated that D2O significantly enhances performance with a constrained KV cache budget.

SparCL: Sparse Continual Learning on the Edge

Existing work in continual learning (CL) focuses on mitigating catastrophic forgetting, i.e., model performance deterioration on past tasks when learning a new task. However, the training efficiency of a CL system is under-investigated, which limits the real-world application of CL systems under resource-limited scenarios. In this work, we propose a novel framework called Sparse Continual Learning(SparCL), which is the first study that leverages sparsity to enable cost-effective continual learning on edge devices. SparCL achieves both training acceleration and accuracy preservation through the synergy of three aspects: weight sparsity, data efficiency, and gradient sparsity. Specifically, we propose task-aware dynamic masking (TDM) to learn a sparse network throughout the entire CL process, dynamic data removal (DDR) to remove less informative training data, and dynamic gradient masking (DGM) to sparsify the gradient updates. Each of them not only improves efficiency, but also further mitigates catastrophic forgetting. SparCL consistently improves the training efficiency of existing state-of-the-art (SOTA) CL methods by at most 23X less training FLOPs, and, surprisingly, further improves the SOTA accuracy by at most 1.7%. SparCL also outperforms competitive baselines obtained from adapting SOTA sparse training methods to the CL setting in both efficiency and accuracy. We also evaluate the effectiveness of SparCL on a real mobile phone, further indicating the practical potential of our method.

Exploring Synaptic Resonance in Large Language Models: A Novel Approach to Contextual Memory Integration

Contextual memory integration remains a high challenge in the development of language models, particularly in tasks that require maintaining coherence over extended sequences. Traditional approaches, such as self-attention mechanisms and memory-augmented architectures, often prioritize short-term dependencies, leading to fragmentation and inconsistency in long-range contextual understanding. Inspired by principles of synaptic plasticity observed in biological neural systems, a novel mechanism, Synaptic Resonance, is introduced to dynamically reinforce relevant memory pathways during training and inference. Unlike static memory representations, this mechanism continuously adjusts synaptic weight matrices based on contextual relevance, allowing for improved information retention without excessive computational overhead. Evaluations conducted on an open-source language model demonstrate reductions in perplexity, enhancements in contextual coherence, and increased robustness against input noise, highlighting the effectiveness of reinforcement-driven memory modulation. Comparative analysis against baseline models further reveals that the proposed approach achieves higher memory retention efficiency while maintaining computational feasibility. The architectural modifications integrate seamlessly into existing transformer-based frameworks, ensuring stable convergence and efficient inference without sacrificing scalability. Applications benefiting from improved long-term contextual consistency, such as dialogue systems and document summarization, stand to gain from this approach. Empirical findings suggest that dynamically reinforced memory pathways offer a promising alternative to conventional memory mechanisms, addressing longstanding limitations in extended sequence modeling.

Reversing the Forget-Retain Objectives: An Efficient LLM Unlearning Framework from Logit Difference

As Large Language Models (LLMs) demonstrate extensive capability in learning from documents, LLM unlearning becomes an increasingly important research area to address concerns of LLMs in terms of privacy, copyright, etc. A conventional LLM unlearning task typically involves two goals: (1) The target LLM should forget the knowledge in the specified forget documents, and (2) it should retain the other knowledge that the LLM possesses, for which we assume access to a small number of retain documents. To achieve both goals, a mainstream class of LLM unlearning methods introduces an optimization framework with a combination of two objectives - maximizing the prediction loss on the forget documents while minimizing that on the retain documents, which suffers from two challenges, degenerated output and catastrophic forgetting. In this paper, we propose a novel unlearning framework called Unlearning from Logit Difference (ULD), which introduces an assistant LLM that aims to achieve the opposite of the unlearning goals: remembering the forget documents and forgetting the retain knowledge. ULD then derives the unlearned LLM by computing the logit difference between the target and the assistant LLMs. We show that such reversed objectives would naturally resolve both aforementioned challenges while significantly improving the training efficiency. Extensive experiments demonstrate that our method efficiently achieves the intended forgetting while preserving the LLM's overall capabilities, reducing training time by more than threefold. Notably, our method loses 0% of model utility on the ToFU benchmark, whereas baseline methods may sacrifice 17% of utility on average to achieve comparable forget quality. Our code will be publicly available at https://github.com/UCSB-NLP-Chang/ULD.

The Tensor Brain: Semantic Decoding for Perception and Memory

We analyse perception and memory, using mathematical models for knowledge graphs and tensors, to gain insights into the corresponding functionalities of the human mind. Our discussion is based on the concept of propositional sentences consisting of subject-predicate-object (SPO) triples for expressing elementary facts. SPO sentences are the basis for most natural languages but might also be important for explicit perception and declarative memories, as well as intra-brain communication and the ability to argue and reason. A set of SPO sentences can be described as a knowledge graph, which can be transformed into an adjacency tensor. We introduce tensor models, where concepts have dual representations as indices and associated embeddings, two constructs we believe are essential for the understanding of implicit and explicit perception and memory in the brain. We argue that a biological realization of perception and memory imposes constraints on information processing. In particular, we propose that explicit perception and declarative memories require a semantic decoder, which, in a simple realization, is based on four layers: First, a sensory memory layer, as a buffer for sensory input, second, an index layer representing concepts, third, a memoryless representation layer for the broadcasting of information ---the "blackboard", or the "canvas" of the brain--- and fourth, a working memory layer as a processing center and data buffer. We discuss the operations of the four layers and relate them to the global workspace theory. In a Bayesian brain interpretation, semantic memory defines the prior for observable triple statements. We propose that ---in evolution and during development--- semantic memory, episodic memory, and natural language evolved as emergent properties in agents' process to gain a deeper understanding of sensory information.

Retrieval Head Mechanistically Explains Long-Context Factuality

Despite the recent progress in long-context language models, it remains elusive how transformer-based models exhibit the capability to retrieve relevant information from arbitrary locations within the long context. This paper aims to address this question. Our systematic investigation across a wide spectrum of models reveals that a special type of attention heads are largely responsible for retrieving information, which we dub retrieval heads. We identify intriguing properties of retrieval heads:(1) universal: all the explored models with long-context capability have a set of retrieval heads; (2) sparse: only a small portion (less than 5\%) of the attention heads are retrieval. (3) intrinsic: retrieval heads already exist in models pretrained with short context. When extending the context length by continual pretraining, it is still the same set of heads that perform information retrieval. (4) dynamically activated: take Llama-2 7B for example, 12 retrieval heads always attend to the required information no matter how the context is changed. The rest of the retrieval heads are activated in different contexts. (5) causal: completely pruning retrieval heads leads to failure in retrieving relevant information and results in hallucination, while pruning random non-retrieval heads does not affect the model's retrieval ability. We further show that retrieval heads strongly influence chain-of-thought (CoT) reasoning, where the model needs to frequently refer back the question and previously-generated context. Conversely, tasks where the model directly generates the answer using its intrinsic knowledge are less impacted by masking out retrieval heads. These observations collectively explain which internal part of the model seeks information from the input tokens. We believe our insights will foster future research on reducing hallucination, improving reasoning, and compressing the KV cache.

WISE: Rethinking the Knowledge Memory for Lifelong Model Editing of Large Language Models

Large language models (LLMs) need knowledge updates to meet the ever-growing world facts and correct the hallucinated responses, facilitating the methods of lifelong model editing. Where the updated knowledge resides in memories is a fundamental question for model editing. In this paper, we find that editing either long-term memory (direct model parameters) or working memory (non-parametric knowledge of neural network activations/representations by retrieval) will result in an impossible triangle -- reliability, generalization, and locality can not be realized together in the lifelong editing settings. For long-term memory, directly editing the parameters will cause conflicts with irrelevant pretrained knowledge or previous edits (poor reliability and locality). For working memory, retrieval-based activations can hardly make the model understand the edits and generalize (poor generalization). Therefore, we propose WISE to bridge the gap between memories. In WISE, we design a dual parametric memory scheme, which consists of the main memory for the pretrained knowledge and a side memory for the edited knowledge. We only edit the knowledge in the side memory and train a router to decide which memory to go through when given a query. For continual editing, we devise a knowledge-sharding mechanism where different sets of edits reside in distinct subspaces of parameters, and are subsequently merged into a shared memory without conflicts. Extensive experiments show that WISE can outperform previous model editing methods and overcome the impossible triangle under lifelong model editing of question answering, hallucination, and out-of-distribution settings across trending LLM architectures, e.g., GPT, LLaMA, and Mistral. Code will be released at https://github.com/zjunlp/EasyEdit.

HippoRAG: Neurobiologically Inspired Long-Term Memory for Large Language Models

In order to thrive in hostile and ever-changing natural environments, mammalian brains evolved to store large amounts of knowledge about the world and continually integrate new information while avoiding catastrophic forgetting. Despite the impressive accomplishments, large language models (LLMs), even with retrieval-augmented generation (RAG), still struggle to efficiently and effectively integrate a large amount of new experiences after pre-training. In this work, we introduce HippoRAG, a novel retrieval framework inspired by the hippocampal indexing theory of human long-term memory to enable deeper and more efficient knowledge integration over new experiences. HippoRAG synergistically orchestrates LLMs, knowledge graphs, and the Personalized PageRank algorithm to mimic the different roles of neocortex and hippocampus in human memory. We compare HippoRAG with existing RAG methods on multi-hop question answering and show that our method outperforms the state-of-the-art methods remarkably, by up to 20%. Single-step retrieval with HippoRAG achieves comparable or better performance than iterative retrieval like IRCoT while being 10-30 times cheaper and 6-13 times faster, and integrating HippoRAG into IRCoT brings further substantial gains. Finally, we show that our method can tackle new types of scenarios that are out of reach of existing methods. Code and data are available at https://github.com/OSU-NLP-Group/HippoRAG.

CMT: A Memory Compression Method for Continual Knowledge Learning of Large Language Models

Large Language Models (LLMs) need to adapt to the continuous changes in data, tasks, and user preferences. Due to their massive size and the high costs associated with training, LLMs are not suitable for frequent retraining. However, updates are necessary to keep them in sync with rapidly evolving human knowledge. To address these challenges, this paper proposes the Compression Memory Training (CMT) method, an efficient and effective online adaptation framework for LLMs that features robust knowledge retention capabilities. Inspired by human memory mechanisms, CMT compresses and extracts information from new documents to be stored in a memory bank. When answering to queries related to these new documents, the model aggregates these document memories from the memory bank to better answer user questions. The parameters of the LLM itself do not change during training and inference, reducing the risk of catastrophic forgetting. To enhance the encoding, retrieval, and aggregation of memory, we further propose three new general and flexible techniques, including memory-aware objective, self-matching and top-aggregation. Extensive experiments conducted on three continual learning datasets (i.e., StreamingQA, SQuAD and ArchivalQA) demonstrate that the proposed method improves model adaptability and robustness across multiple base LLMs (e.g., +4.07 EM & +4.19 F1 in StreamingQA with Llama-2-7b).

Continual evaluation for lifelong learning: Identifying the stability gap

Time-dependent data-generating distributions have proven to be difficult for gradient-based training of neural networks, as the greedy updates result in catastrophic forgetting of previously learned knowledge. Despite the progress in the field of continual learning to overcome this forgetting, we show that a set of common state-of-the-art methods still suffers from substantial forgetting upon starting to learn new tasks, except that this forgetting is temporary and followed by a phase of performance recovery. We refer to this intriguing but potentially problematic phenomenon as the stability gap. The stability gap had likely remained under the radar due to standard practice in the field of evaluating continual learning models only after each task. Instead, we establish a framework for continual evaluation that uses per-iteration evaluation and we define a new set of metrics to quantify worst-case performance. Empirically we show that experience replay, constraint-based replay, knowledge-distillation, and parameter regularization methods are all prone to the stability gap; and that the stability gap can be observed in class-, task-, and domain-incremental learning benchmarks. Additionally, a controlled experiment shows that the stability gap increases when tasks are more dissimilar. Finally, by disentangling gradients into plasticity and stability components, we propose a conceptual explanation for the stability gap.

Just read twice: closing the recall gap for recurrent language models

Recurrent large language models that compete with Transformers in language modeling perplexity are emerging at a rapid rate (e.g., Mamba, RWKV). Excitingly, these architectures use a constant amount of memory during inference. However, due to the limited memory, recurrent LMs cannot recall and use all the information in long contexts leading to brittle in-context learning (ICL) quality. A key challenge for efficient LMs is selecting what information to store versus discard. In this work, we observe the order in which information is shown to the LM impacts the selection difficulty. To formalize this, we show that the hardness of information recall reduces to the hardness of a problem called set disjointness (SD), a quintessential problem in communication complexity that requires a streaming algorithm (e.g., recurrent model) to decide whether inputted sets are disjoint. We empirically and theoretically show that the recurrent memory required to solve SD changes with set order, i.e., whether the smaller set appears first in-context. Our analysis suggests, to mitigate the reliance on data order, we can put information in the right order in-context or process prompts non-causally. Towards that end, we propose: (1) JRT-Prompt, where context gets repeated multiple times in the prompt, effectively showing the model all data orders. This gives 11.0 pm 1.3 points of improvement, averaged across 16 recurrent LMs and the 6 ICL tasks, with 11.9times higher throughput than FlashAttention-2 for generation prefill (length 32k, batch size 16, NVidia H100). We then propose (2) JRT-RNN, which uses non-causal prefix-linear-attention to process prompts and provides 99% of Transformer quality at 360M params., 30B tokens and 96% at 1.3B params., 50B tokens on average across the tasks, with 19.2times higher throughput for prefill than FA2.

EcoTTA: Memory-Efficient Continual Test-time Adaptation via Self-distilled Regularization

This paper presents a simple yet effective approach that improves continual test-time adaptation (TTA) in a memory-efficient manner. TTA may primarily be conducted on edge devices with limited memory, so reducing memory is crucial but has been overlooked in previous TTA studies. In addition, long-term adaptation often leads to catastrophic forgetting and error accumulation, which hinders applying TTA in real-world deployments. Our approach consists of two components to address these issues. First, we present lightweight meta networks that can adapt the frozen original networks to the target domain. This novel architecture minimizes memory consumption by decreasing the size of intermediate activations required for backpropagation. Second, our novel self-distilled regularization controls the output of the meta networks not to deviate significantly from the output of the frozen original networks, thereby preserving well-trained knowledge from the source domain. Without additional memory, this regularization prevents error accumulation and catastrophic forgetting, resulting in stable performance even in long-term test-time adaptation. We demonstrate that our simple yet effective strategy outperforms other state-of-the-art methods on various benchmarks for image classification and semantic segmentation tasks. Notably, our proposed method with ResNet-50 and WideResNet-40 takes 86% and 80% less memory than the recent state-of-the-art method, CoTTA.