Decoder-only Transformers compute attention over the KV cache of preceding tokens. Keys and Values are typically represented with the same dimensionality, regardless of their distance from the prediction target. In natural language, however, the next word is most strongly influenced by the immediately preceding tokens. We hypothesize that local and distant tokens impose asymmetric demands on representational capacity: local tokens are more critical for predicting immediate outputs and thus require richer representations, whereas distant tokens primarily serve as long-range memory, for which lower-dimensional representations may suffice. We formalize this idea as Distance-Adaptive Representation (DAR), which preserves full-dimensional representations within a local context window while assigning reduced-dimensional representations (e.g. 1/2 or 1/4 of the original dimensionality) to tokens beyond that window. Across multiple pretraining scales (70M to 410M parameters), as well as continued supervised fine-tuning on a 1B-scale model, this approach closely matches the performance of full-dimensional baselines. In contrast, uniformly reducing dimensionality across all token positions leads to worse performance. These results challenge the common assumption that key and value dimensionality should be uniform across token positions. We further develop an efficient realization of DAR that achieves model quality comparable to the MLA baseline while reducing the average KV-cache size by 68.8\% at 8K context and achieving up to a $1.9\times$ decoding speedup at 128K context on the evaluated models. Our findings suggest a new direction for designing attention architectures that allocate representational capacity according to token distance to reduce KV-cache during inference.
Existing large language models (LLMs) can only afford fix-sized inputs due to the input length limit, preventing them from utilizing rich long-context information from past inputs. To address this, we propose a framework, Language Models Augmented with Long-Term Memory (LongMem), which enables LLMs to memorize long history. We design a novel decoupled network architecture with the original backbone LLM frozen as a memory encoder and an adaptive residual side-network as a memory retriever and reader. Such a decoupled memory design can easily cache and update long-term past contexts for memory retrieval without suffering from memory staleness. Enhanced with memory-augmented adaptation training, LongMem can thus memorize long past context and use long-term memory for language modeling. The proposed memory retrieval module can handle unlimited-length context in its memory bank to benefit various downstream tasks. Typically, LongMem can enlarge the long-form memory to 65k tokens and thus cache many-shot extra demonstration examples as long-form memory for in-context learning. Experiments show that our method outperforms strong long-context models on ChapterBreak, a challenging long-context modeling benchmark, and achieves remarkable improvements on memory-augmented in-context learning over LLMs. The results demonstrate that the proposed method is effective in helping language models to memorize and utilize long-form contents. Our code is open-sourced at https://aka.ms/LongMem.