Abstract:Large Language Models (LLMs) increasingly require processing long text sequences, but GPU memory limitations force difficult trade-offs between memory capacity and bandwidth. While HBM-based acceleration offers high bandwidth, its capacity remains constrained. Offloading data to host-side DIMMs improves capacity but introduces costly data swapping overhead. We identify that the critical memory bottleneck lies in the decoding phase of multi-head attention (MHA) exclusively, which demands substantial capacity for storing KV caches and high bandwidth for attention computation. Our key insight reveals this operation uniquely aligns with modern DIMM-based processing-in-memory (PIM) architectures, which offers scalability of both capacity and bandwidth. Based on this observation and insight, we propose L3, a hardware-software co-designed system integrating DIMM-PIM and GPU devices. L3 introduces three innovations: First, hardware redesigns resolve data layout mismatches and computational element mismatches in DIMM-PIM, enhancing LLM inference utilization. Second, communication optimization enables hiding the data transfer overhead with the computation. Third, an adaptive scheduler coordinates GPU-DIMM-PIM operations to maximize parallelism between devices. Evaluations using real-world traces show L3 achieves up to 6.1$\times$ speedup over state-of-the-art HBM-PIM solutions while significantly improving batch sizes.