Mobile network operators are currently observing a tremendous increase of mobile data traffic due to the increased usage of smartphones or other Internet-enabled devices (e.g. tablets, laptops). A natural solution for reducing the transmission costs and for improving the QoE is caching of frequently requested content. In this contribution we propose a distributed caching architecture where the clients perform the caching of frequently requested HTTP content by allowing a partial use of the user equipments memory for local caching. Furthermore we engage clients to exchange content via WLAN mesh enabled device-to-device communication in order to offload traffic from the 3GPP radio access network.