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Nov 6

UltraMemV2: Memory Networks Scaling to 120B Parameters with Superior Long-Context Learning

While Mixture of Experts (MoE) models achieve remarkable efficiency by activating only subsets of parameters, they suffer from high memory access costs during inference. Memory-layer architectures offer an appealing alternative with very few memory access, but previous attempts like UltraMem have only matched the performance of 2-expert MoE models, falling significantly short of state-of-the-art 8-expert configurations. We present UltraMemV2, a redesigned memory-layer architecture that closes this performance gap. Our approach introduces five key improvements: integrating memory layers into every transformer block, simplifying value expansion with single linear projections, adopting FFN-based value processing from PEER, implementing principled parameter initialization, and rebalancing memory-to-FFN computation ratios. Through extensive evaluation, we demonstrate that UltraMemV2 achieves performance parity with 8-expert MoE models under same computation and parameters but significantly low memory access. Notably, UltraMemV2 shows superior performance on memory-intensive tasks, with improvements of +1.6 points on long-context memorization, +6.2 points on multi-round memorization, and +7.9 points on in-context learning. We validate our approach at scale with models up to 2.5B activated parameters from 120B total parameters, and establish that activation density has greater impact on performance than total sparse parameter count. Our work brings memory-layer architectures to performance parity with state-of-the-art MoE models, presenting a compelling alternative for efficient sparse computation.

Pretraining on the Test Set Is No Longer All You Need: A Debate-Driven Approach to QA Benchmarks

As frontier language models increasingly saturate standard QA benchmarks, concerns about data contamination, memorization, and escalating dataset creation costs persist. We propose a debate-driven evaluation paradigm that transforms any existing QA dataset into structured adversarial debates--where one model is given the official answer to defend, and another constructs and defends an alternative answer--adjudicated by a judge model blind to the correct solution. By forcing multi-round argumentation, this approach substantially increases difficulty while penalizing shallow memorization, yet reuses QA items to reduce curation overhead. We make two main contributions: (1) an evaluation pipeline to systematically convert QA tasks into debate-based assessments, and (2) a public benchmark that demonstrates our paradigm's effectiveness on a subset of MMLU-Pro questions, complete with standardized protocols and reference models. Empirical results validate the robustness of the method and its effectiveness against data contamination--a Llama 3.1 model fine-tuned on test questions showed dramatic accuracy improvements (50% -> 82%) but performed worse in debates. Results also show that even weaker judges can reliably differentiate stronger debaters, highlighting how debate-based evaluation can scale to future, more capable systems while maintaining a fraction of the cost of creating new benchmarks. Overall, our framework underscores that "pretraining on the test set is no longer all you need," offering a sustainable path for measuring the genuine reasoning ability of advanced language models.

  • 2 authors
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Jul 23